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Bevin Allen Pike (SBN 221936)
Bevin.Pike@capstonelawyers.com
Jennifer R. Bagosy (SBN 223145)
Jennifer. Bagosy@capstonelawyers.com
Suzy E. Lee (SBN 271120)
Suzy.Lee@capstonelawyers.com
Capstone Law APC .
1875 Century Park East, Suite 1000
Los Angeles, California 90067
Telephone: (310) 556-4811
Facsimile: (310) 943-0396
Attorneys for Plaintiff Mishelle Neverson
SUPERIOR COURT OF THE STATE OF CALIFORNIA
FOR THE COUNTY OF SAN JOAQUIN
MISHELLE NEVERSON, as an aggrieved
employee pursuant to the Private Attorneys
General Act (“PAGA”),
Plaintiff,
vs.
BROOKDALE SENIOR LIVING
COMMUNITIES, INC., a Delaware
corporation; EMERITUS CORPORATION, a
Washington corporation; and DOES | through
| 10, inclusive,
Defendants.
__. {LED BY FAX
HHLED
sIWEAGH COURT - STOCKTCH
218 OCT -9 PH 3 34
ROSA JUNGQUEIRO, CLERK
Case No.: STV-CV-UOE-2017-4356
Assigned for All Purposes to: Hon. Carter P.
Holly, Dept. 10B
PAGA ENFORCEMENT ACTION
SUPPLEMENTAL DECLARATION OF
JENNIFER BAGOSY IN SUPPORT OF
PLAINTIFF MISHELLE NEVERSON’S
REPLY IN SUPPORT OF MOTION TO
COMPEL DEFENDANT EMERITUS TO
PROVIDE FURTHER RESPONSES TO,
AND PERFORMANCE OF
DEFENDANT’S OBLIGATIONS UNDER,
REQUESTS FOR PRODUCTION SET
ONE, PURSUANT TO CALIFORNIA
CODE OF CIVIL PROCEDURE §§
2031.310 AND 2031.320
Date: October 16, 2017
Time: 9:00 a.m.
Department: 10B
Complaint Filed:
Trial Date:
May 1, 2017
None set
SUPPLEMENTAL BAGOSY DECL. ISO REPLY ISO PLAINTIFFS MOTION TO COMPEL EMERITUS’
FURTHER RESPONSES TO RFPS, SET 1SUPPLEMENTAL DECLARATION OF JENNIFER BAGOSY
I, Jennifer Bagosy declare as follows:
1, lam an attorney at law duly licensed to practice before all courts in the State of
California. Iam a Senior Counsel with the law firm of Capstone Law APC (“Capstone Law”).
Capstone-Law is counsel of record for Plaintiff Mishelle Neverson (“Plaintiff”). Unless otherwise
indicated, I have personal knowledge of the following facts based on my personal experiences, or on
information with which I was provided and reviewed and, if called as a witness, I could and would
testify competently to such facts under oath. I make this Supplemental Declaration in support of
Plaintiff's Reply in Support of Motion to Compel Defendant Emeritus Corporation (“Emeritus” or
“Defendant”) to Provide Further Responses to, and Performance of Defendant’s Obligations Under,
! Requests for Production Set 1, pursuant to California Code of Civil Procedure sections 2031.310
and 2031.320,
2. The parties to this case attended private mediation on September 11, 2018, and the
mediation failed the same day.
3. Prior to the mediation, Defendants had produced documents subject to the mediation
privilege.
4, Also prior to the mediation, Plaintiff had agreed to postpone the hearing on
Plaintiffs Motions to Compel until October 16, 2018, to allow approximately a month after the
mediation for the remaining briefing. Defendant's Opposition briefs were thus due on Tuesday
October 2, 2018.
5. On Wednesday, September 26, 2018, Defendants’ counsel contacted Plaintiff's
counsel regarding the motions. A true and correct copy of e-mail correspondence from Defendants’
attorney Jeffrey Mann to Capstone attorney Bevin Pike, copying me, is attached hereto as Exhibit
A.
6. On September 26, 2018, Ms. Pike and I contacted Mr. Mann, requesting that
heidentify which of the specific Interrogatories and Requests for Production that Defendants now
believed were moot. Mr. Mann indicated that all “the policy documents” had been produced in pre-
mediation discovery as well as the time and payroll records. However, as Ms. Pike and I indicated,
Page 1
SUPPLEMENTAL BAGOSY DECL. ISO REPLY ISO PLAINTIFF’S MOTION TO COMPEL EMERITUS’
FURTHER RESPONSES TO RFPS, SET |pre-mediation discovery is deemed confidential under the mediation privilege, and Defendants had
not stipulated that any documents produced for mediation could be used in litigation. Defendants’
counsel then requested that Plaintiff narrow the scope of her motions. We agreed to consider this if
Defendants: (1) stipulated in writing that Plaintiff could use the pre-mediation discovery for
litigation; and (2) identified each specific discovery request which Defendants now believed were
moot.
7. During the September 26, 2018 call, Mr. Mann represented that Brookdale would
not be supplementing its responses and would be standing on the general objection that Brookdale is
not an employer of Plaintiff or aggrieved employees.
8. On Friday, September 28, 2018, Mr. Mann sent a letter to Ms, Pike. A true and
|
, correct copy of that letter is attached hereto as Exhibit B.
9. Ms. Pike forwarded Mr. Mann’s letter to me, and I responded by e-mail on
| September 28, 2018. A true and correct copy of this e-mail is attached hereto as Exhibit C.
Defendants’ counsel did not respond to this email.
10. Defendant Emeritus did not raise the argument regarding PAGA exhaustion based
on Plaintiff's use of the term “skilled nursing” in her letters to the LWDA prior to including it in
their Opposition to Plaintiff's Motion to Compel.
11. A true and correct copy of excerpts of Brookdale Senior Living, Inc.’s 2014 Form
10-K as filed with the Securities and Exchange Commission is attached hereto as Exhibit D.
12. _ A true and correct copy of excerpts of Brookdale Senior Living, Inc.’s 2015 Form
| 10-K as filed with the Securities and Exchange Commission is attached hereto as Exhibit E.
13. A true and correct copy of excerpts of Brookdale Senior Living, Inc.’s 2017 Form
10-K as filed with the Securities and Exchange Commission is attached hereto as Exhibit F.
14. To date, Emeritus does not appear to have produced all documents responsive to the
following Requests for Production: Nos. 2-3, 8-9, 10, 16-19, 20, 28-43.
15. Emeritus appears to have produced documents responsive to the following Requests
for Production: RFP No. 1, 5-7, 11-15, 22-27.
Page 2
SUPPLEMENTAL BAGOSY DECL. ISO REPLY ISO PLAINTIFF’S MOTION TO COMPEL EMERITUS’
FURTHER RESPONSES TO RFPS, SET |I declare under penalty of perjury under the laws of the State of California that the foregoing
is true and correct and signed on October 9, 2018 in Los Angeles, California.
Page 3
SUPPLEMENTAL BAGOSY DECL. ISO REPLY ISO PLAINTIFF’S MOTION TO COMPEL EMERITUS’
FURTHER RESPONSES TO RFPS, SET 1Exhibit AJennifer Bagosy
From: Mann, Jeffrey J.
Sent: Wednesday, September 26, 2018 1:10 PM
To: Bevin Allen Pike
Ca Jennifer Bagosy; Boyce, Shannon R.
Subject: Neverson v, Brookdale - Motions to Compel
Bevin,
| just tried giving you and Jennifer a call. Give me a call as soon you chance so we can discuss the upcoming motions to
compel, as I don't believe the parties have exhausted their meet and confer efforts and large portions of the motions are
moot at this point.
Jeffrey Mann, Associate
925.927.4546 direct 925.407.6787 mobile 925.407.2812 fax JMann@littler.com
Treat Towers, 1255 Treat Blvd, Suite 600 | Walnut Creek, CA 94597
Littler ]littler.com.
Employment & Labor Law Solutions Worldwide
This email may contain confidential and privileged material for the sole use of the intended recipient(s). Any review, use,
distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive
for the recipient), please contact the sender by reply email and delete all copies of this message.
Littler Mendelson, P.C. is part of the international legal practice Littler Global, which operates worldwide through a
number of separate legal entities. Please visit www.littler.com for more information.Exhibit B@ Littler Mendelson, PC
Treat Towers
1255 Treat Boulevard
= Suite 600
sa
mptoyrent Laban Lae Soa ame Wodkbvde Walnut Creek, CA 94597
925.927.4546 direct
925,932.2468.main
925.407.2812 fax
, jmann@ittler.com
September 28, 2018 Jeffrey J. Mann
VIA MAIL & E-MAIL (bevin.allenpike@capstonelawyers.com)
Bevin Allen Pike
Capstone Law APC
1875 Century Park East, Suite 1000
Los Angeles, CA 90067
Re: | Neverson v, Brookdale
Defendants’ Responses to Plaintiff's Requests for Production and Special Interrogatories
Dear Bevin:
This| lettér serves as ‘Emeritus Corporation's (“Emeritus”) and Brookdale Senior Living
Communities,, Inc.'s (“Brookdale”) attempt to further meet and confer regarding our clients’
responses to Plaintiff's Requests for Production and Special Interrogatories. and. your pending
motions to compel. As we discussed on the phone, we believe your motions to compel in their
current form will unnecessarily waste significant amounts of judicial resources. Indeed, the
separate statements alone — before we have inserted our responses — total 767 pages. As
discussed below, and as we discussed on the phone, we have already provided the vast
majority of the requested documents and information, so that the actual items in dispute are
relatively narrow, Therefore, we reiterate our request that you withdraw the motions in their
current form to permit the parties additional time to meet and confer, with the hope that we
can resolve the parties’ disputes or at least significantly narrow them before seeking judicial
‘intervention.
1. Plaintiff's Motion to Compel Further Responses to Requests for Production by
Emeritus
As an initial matter, several of the points raised by in your Motion to Compel Further Responses
to. Requests for Production by Emeritus have never been the subject of the meet and confer
process, and we will oppose your motion on that basis.
In addition, many ofthe points are now moot, as Emeritus has produced documents and data
responsive to most of the requests for production, For example, Emeritus produced payroll and
time, data for aggrieved employees prior to mediation and for a period larger than the PAGA
petiod as well as additional policies and wage statements, in the spirit of cooperation. Although
such documents were produced in the context of the parties September 11, 2018 mediation
(and are therefore subject tothe parties’ confidentiality agreement and the mediation privilege),
we hereby release such documents from the scope of the confidentiality agreement and
mediation privilege.
tatlencomBevin' Allen Pike
September 28, 2018
Page 2
As to/many of the other categories In your motion, the burdens of searching and production are
not proportional to the needs of this case — e.g., Plaintiffs requests to produce AZZ arbitration
agreements and wage statements for all aggrieved employees. As we have previously stated,
wage: statements are not stored in a manner that permits them to be produced en masse, and
the: burden of producing wage statements for thousands of employees far outweighs the benefit
of production. In addition, Emeritus has now produced ‘a sampling of wage statements for
Plaintiff's review. The same is true for arbitration agreements for all aggrieved employees.
Arbitration agreements are stored in paper format in the personnel files of individual employees
at each. employee's work location. Arbitration agreements have been mandatory for non-exempt
employees of Emeritus during the entire PAGA period. Therefore, each non-exempt employee
is subject to an arbitration agreement. Emeritus is amenable to production of exemplar
“agreements for each version of the arbitration agreement that was in effect during the relevant
time period or to a sampling of arbitration agreements for aggrieved employees.
Emeritus has agreed to produce complaints, questions, grievances, and disputes received
through its employee hottine, which I have confirmed are-stored in-an electronic database. We
have!previously requested input from Plaintiff regarding the collection and production of those
documents. Based on the representation that you do not wish to provide such input, Emeritus
will produce what It believes are relevant complaints, questions, grievances, and disputes.
2. Motion to Compel Supplemental Interrogatory Responses by Emeritus
Emeritus will provide supplemental interrogatory responses on October 2, 2018.
3. Motion to Compel Brookdale Supplemental Responses to Plaintiff's Requests
for Production and Special Interrogatories
We stand by our prior objections regarding the identity of Ms. Neverson’s employer, and
therefore will not be amending our responses on behalf. of Brookdale. However, we are not
withHiolding any documents or data for Brookdale within the relevant time period. For
instance, we have produced all relevant Brookdale handbooks and policies, as well as
documents related to meal and rest periods.
Based on our call yesterday, we understand that Plaintiff is not willing to further meet and
confer to reduce the scope of the motions, and instead plans on keeping the current hearing
dates. Please let us know if our understanding is incorrect and Plaintiff is willing to resolve the
Issues discussed above informally.
sete J, Mann
FIRMWIDE:157639510.1 093530.1003Exhibit CJennifer Bagosy
From: Jennifer Bagosy
Sent: Friday, September 28, 2018 5:16 PM
To: ‘Mann, Jeffrey J."
Ce: Bevin Allen Pike; Suzy Lee
Subject: Brookdale (Neverson) Meet and Confer
Attachments: Brookdale_Neverson - 9-28-18 Meet and Confer Letter to Opposing Counsel re MTC (157735954_
1).pdf
Dear Jeff, 1
i
Bevin is out of town but forwarded me the letter you sent a little over an hour ago.
. t
. |
As an initial matter, we met and conferred on the issues raised in all four motions to compel before we filed the motion
In April 2018. So your letter is incorrect in claiming that we failed to fully meet and confer before filing the motions.
Second, we did not refuse, on our Wednesday 9/28 call, to further meet and confer to narrow the scope of the
motions. Although you reached out to us on extremely short notice given that this motion has been pending since April
and mediation occurred and failed on 9/11, we did say we would be willing to consider agreeing to narrow the scope
If; (1) you stipulated and agreed that the documents produced in advance of mediation could be used in litigation, and
(2) you provided us with a list of the RFPs and Special Interrogatories you believe have been answered in full.
i
Your letter (sent to us on the Friday afternoon before your Tuesday deadline), does agree to release the previously-
produced documents from the mediation privilege, which we appreciate. However, you did not list the specific RFPs and
Special interrogatories you believe Emeritus has answered in full, instead referring to a few general categories of
requests. Nonetheless, | will address your points regarding Emeritus and try ta list the corresponding RFPs:
1. Time and Payroll Records (RFP 8-9): Emeritus produced time and payroll records from the beginning of the PAGA
period through September 2017. The PAGA period extends to the present; therefore, the production is
incomplete and would have been as of the date the Motions to Compe! were filed in April. Please advise if
Emeritus will supplement the production to bring it current.
2. Arbitration Agreements (RFP 43): We will re-evaluate the motion to compel as to Emeritus re: coples of all
arbitration agreements for all aggrieved employees if Emeritus supplements its responses and agrees to provide
exemplars of arbitration agreements used during the PAGA period.
3. Wage Statements (RFP 10): We will not withdraw the motion as to all wage statements. The exemplars Emeritus
has produced demonstrate that there were different versions and variants of the wage statements used.
Consequently, we will need to know, at minimum, how many employees received each variant, and, ultimately,
which employees received wage statements containing which Labor Code violations. Thus, we require all wage
statements.
4. Complaints, questions, grievances, and disputes (RFP Nos. 34-42) — If Emeritus agrees to produce all responsive
documents from its electronic database in response to RFP Nos. 34-42, we will consider agreeing to moot the
motions as to those RFPs.
5. Policies. (RFP 11-15). Although you did not address these in the 9/28 letter, you said on our call that you
thought Emeritus had produced all policy documents. Please advise which RFPs you believe Emeritus has now
fully responded to.6. Enforcement of Policies (RFP 16-19). Likewise, RFP Nos. 16-19 refer to “enforcement” of policies, but | do not
recall seeing documents in the production related specifically to enforcement. Please advise if you claim
Emeritus has fully responded to these.
Please let us know if there are any other RFPs as to which you believe Emeritus has produced all responsive documents.
We will not agree to re-file motions and/or continue the hearing. We served these discovery requests in August 2,
2017. We filed the motions to compel in April 2018. We moved the hearing date to account for the mediation. The
mediation failed. Simply because Emeritus produced documents in August and September 2018 ~ a year after the
discovery was|served — and agreed today, September 28, 2018, to allow those documents to be used in litigation, does
not place the burden on us to re-write, revise, and refile all our motion papers. Nor are we willing to delay the
proceedings further.
Instead, here is what | propose we do:
(1) You give us a list of the specific, numbered, RFPs you believe Emeritus has fully responded to or has agreed to fully
respond to.
(2) We confirth, in writing, which RFPs on that list we agree are no longer at issue.
(3) You may then use that written confirmation in your opposition. In your response to our separate statement, for
those agreed-upon RFPs, you may state that Plaintiff has agreed that this issue is moot because Emeritus
produced/agreed to produce all responsive documents.
Please advise ‘ASAP if you wish to pursue this course of action, and if so, please respond with the Ist of RFPs ASAP as
well.
Jennifer
Cone
Jennifer Bagosy
310.556.4879 Direct | Jennifer.Bagosy@capstonelawyers.com
1875 Century Park East, Suite 1000
Los Angeles, California 90067
HOESSAELS Main | 310.943.0396 Fax
CONFIDENTIAL COMMUNICATION:
The information contained in this e-mail and any attachments are legally privileged, confidential, and intended for the
named recipients only. If you are not an intended recipient, you are hereby notified that any dissemination, distribution
or copying of this email message is strictly prohibited and may violate the legal rights of others. If you have received this
message in error please notify the sender immediately by reply e-mail or telephone, return the message to Capstone
Law APC, 1875 Century Park East, Suite 1000, Los Angeles, California 90067, and delete it from your system.Exhibit DUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X} ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(4) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 9001-32641
BROOKDALE SENIOR LIVING INC.
(Exact name of registrant as specified in its charter)
Delaware 20-3068069
(State or Other Jurisdiction of (LR.S. Employer
Incorporation or Organization) Hentification No.)
111 Westwood Place, Suite 400
Brentwood, Tennessee 37027
(Address of Principal Executive Offices)
(Registrant's telephone number including area code) (615) 221-2250
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Fach Class Name of Each Exchange on Which Registered
(Common Stock, $0.01 Par Value Per Share New York Stock Exchange
| SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
1
|
Indicate by check matk ifthe registrant isa well-known seasoned isuer as defined in Rule 40S of the Seourites Act. Yes [X]N9[]
Indicate by chéck mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(¢) of the Act. Yes []No [x]
Indicate by cnet mark whether the registrant: (1) has filed all reposts requited to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
uring the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements forthe past 90 days. Yes [X]No [1
Indicate by chéck mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted dnd posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X]No []
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy of information statements incosporated by reference in Part If of this Form 10-K.or
any amendment fo this Form 10-K.[]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ora smaller reporting company. See
the definitions of “large accelerated filer," “accelerated filer and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [X} Accelerated filer []
Non-accelerated filer [] (Do not check ifa smaller reporting company) Smaller reporting company [}Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [] No [X]
The aggregate market value of common stock held by non-affiliates of the registrant on June 30,2014, the last business day of the registrant's most recently
completed second fiscal quarter, was approximately $4.2 billion, The market value calculation was determined using a per share price of $33.34, the price at
which the registrant's common stock was last sold on the New York Stock Exchange on such date, For purposes of this calculation, shares held by non-
affiliates excludes only those shares beneficially owned by the registrant's executive officers, directors, and stockholders owning 10% ormore of the
outstanding “on stock (and, in each case, their immediate family members and affiliates).
As of February 19, 2015, 183,504,959 shares of the registrant's common stock, $0.01 par value, were outstanding (excluding unvested restricted shares).
DOCUMENTS INCORPORATED BY REFERENCE
Certain sections Q f the registrant's Definitive Proxy Statement relating to its 2015 Annual Meeting of Stockholders are incorporated by reference into Part
M of this Annual Report on Form 10-K.PARTI
Item 1. Business.
Unless otherwise|specified, references to “Brookdale,” "we," "us,
Inc, together with its consolidated subsidiaries.
‘our’ or “the Company" in this Annmal Report on Form 10-K mean Brookdale Senior Living
Overview
Our Business
As of December 31,2014, we are the largest operator of senior living communities in the United States based on total capacity, with 1,143 communities in 46
states and the ability to serve approximately 111,000 residents. We offer our residents access to a full continuum of services across the most attractive sectors
of the senior living industry. We operate independent living, assisted living and dementia-care communities and continuing care retirement centers
(*CCRCs"), Through our ancillary services program, we also offer a range of outpatient therapy, home health, personalized living and hospice services to
residents ofmany of our communities and to seniors living outside of our communities.
As af December 31, 2014, we owned or leased 982 communities with 83,176 units and provided management services with respect to 161 communities with
27,683 units for third parties or unconsolidated ventures in which we have an ownership interest, As of Decomber 31, 2014, we operated 148 retirement centor
communities with 26,514 units, 915 assisted living communities with 62,697 units and 80 CCRCs with 21,648 units. We offer therapy services to
approximately 54,000 of our units and home health services to approximately 56,000 of ourunits. The majority of our units are located in campus settings or
communities containing multiple services, including CCRCs. During the year ended December 31, 2014, we generated approximately 80.7% of our resident
fec revenues from private pay customers. For the year ended December 31, 2014, 39.2% of ourresident and management fee revenues were generated from
owned communities, 49.4% from leased communities, 10.1% from our Brookdale Ancillary Services business and 1.3% fiom management fees ftom
communities we operate on behalf of third parties or unconsolidated ventures.
We believe that we are positioned to take advantage of favorable demographic trends and future supply-demand dynamics in the senior living industry, We
also believe thatwe operate in the most attractive sectors of the senior living industry with significant opportunities to increase our revenues through
providing a combination of housing, hospitality services, ancillary services and health care services. Our senior living communities offer residents a
supportive "home-like" setting, assistance with activities of daily living ("ADLs") (such as cating, bathing, dressing, toileting and transferring/walking) and,
in several communities, licensed skilled nursing services. We also provide ancillary scrvices, including therapy and home health services, to our residents.
Onr strategy is td be the leading provider of senior living solutions, built on a large and growing senior housing platform, By providing residents with a range
of service options as theirneeds change, we provide greater continuity of care, enabling seniors to "age-in-place" and thereby maintain residency with us for a
longer period of time. The ability ofresidents to age-in-place is also beneficial to our residents and their families who are concemed with care decisions for
their elderly relatives.
‘We believe that there are substantial organic growth opportunities inherent in our existing portfolio. We intend to take advantage of those opportunities by
growing revenues, while maintaining expense control, at our existing communities, continuing the expansion and maturation of our ancillary services
programs, expandling, renovating, redeveloping and repositioning our existing communities, and acquiring additional operating companies and
communities,Developmenis during 2014
During 2014, weannounced and completed several transactions as part of our long-term objectives to grow our revenues, Adjusted EBITDA, Cash From
Facility Operations and Facility Operating Income, See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—
Non-GAAP Financial Measures” for an explanation of how we define each of these measures, a detailed description of why we believe such measures are
usefil and the limitations of cach measure, and a reconciliation of net loss to each of Adjusted EBITDA and Facility Operating Income and a reconciliation of
net cash provided by operating activities to Cash From Facility Operations.
Emeritus Merger. On July 31,2014, we acquired Emeritus Cosporation ("Emeritus"), a senior living service provider focused on operating residential
style comm unities throughout the United States, for approximately $3.0 billion consisting of the issuance of our stock with a fair value of approximately
$1.6 billion and our assumption of approximately $1.4 billion aggregate principal amount of existing mortgage indebtedness. At the closing of the
merger, the size of our consolidated portfolio increased by 493 communities, 182 of which were owned and 311 of which were subject to leases that we
directly or indirectly assumed in the merger. The Emeritus communities provide independent living, assisted living, memory care and, to a lesser extent,
skilled nursing care.
‘The merger significantly increased our scale and provides us the opportunity to leverage this scale to build our national brand and provide greater
organic gro’ wth, achieve greater operating efficiencies, and drive new innovations to serve our residents. In addition, the merger provided us entry into 10
new states and Significantly increased our presence in many high-population states, especially in the west and northeast. Enhanced geographic coverage
and density is a contributing factor to our ability to increase our operating efficiencies and may provide additional ‘opportunities for growth from markets
with clusters of assets. The merger also cnables us to expand our therapy, home health and hospice ancillary programs into the Emeritus communities and
accelerate the introduction of Emeritus Nurse on Call home health services into our major markets.
Since the closing of our acquisition of Emeritus, we have executed on our plans to integrate Emeritus into our systems and infrastructure platform as
rapidly as prudently possible. In January 2015, we completed the third of our four cutover waves of integration activities. We expect the fourth wave to
be completed i in the late summer of 2015, though the overall integration effort will continue throughout 2015. Once wave four is complete, we will have
a common systems and infrastructure platform and will be able to manage our business more uniformly across our entire system,
HCP Yenteles aud Lease Amendments. On August 29, 2014, we completed transactions with HCP, Inc. ("HCP") pursuant to which we and HCP entered
into two veritures and amended the terms of certain existing triple net leases between us and HCP (including those acquired in the Emeritus merger).
Each of the ventures uses a "RIDEA" structure, whereby we and HCP invested in an "opco" entity and a "propco" entity, The propoo owns most of the
applicable communities and leases such communities to the opco pursuant to long-term leases entered into at the closing. The opco owns the remainder
ofthe applidable communities not owned by the propco, and at the closing the opco engaged an affiliate of ours to manage all ofthe owned and leased
communities pursuant to management agreements with 15-year terms subject to certain extension options. The transactions with HCP provide usa
strategic capital platform to continue to grow in the senior housing industry and to deliver the best, high-quality solutions for our current residents and
address the growing population of seniors.
CCRC Venture. At the closing, we and HCP entered into a venture with respect to certain entry fee CCRCs previously owned, leased and/or operated by
us, We own 51% ownership interest, and HCP owns a 49% ownership interest, in each of the propco and opeo. At the closing, we contributed to the
venture eight wholly-owned entities (owning eight CCRCs subject, in certain cases, to existing debt) and certain putchase options with respect to the
HCP Comminities as defined below), and HCP contributed to the venture three wholly-owned entities (owning three properties in two CCRC
es (the "HCP Communities"), In addition, HCP contributed $323.5 million in cash and the venture completed the purchases of four
communities managed by us for an aggregate purchase price of $323.5 million immediately following the closing. Each of the communities in the
venture is managed by us pursuant to market rate management agreements entered into atthe closing, and we have agreed to guarantee certain
obligations'of the manager under the applicable management agreements, Each ofthe propco and opco is govemed by a board of managers consisting of
six members, with three representatives appointed by each of us and HCP.
6Exhibit EUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
‘Washington, D.C, 20549
Form 10-K
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(¢) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015
or
[] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-32641
BROOKDALE SENIOR LIVING INC.
(Exact name of registrant as specified in its charter)
Delaware 20-3068069
(State or Other Jurisdiction of (RS. Employer
Incorporation or Organization) Identification No)
111 Westwood Place, Suite 400
Brentwood, Tennessee 37027
(Address of Principal Executive Offices)
(Registrant's telephone number including area code} (615) 221-2250
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, $0.01 Par Value Per Share ‘New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No []
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(¢) of the Act. Yes [] No [X]
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No []
Indicate by cheek mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted anid posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant}was required to submit and post such files). Yes [X] No []
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part [I] of this Form 10-K or
any amendment to this Form 10-K. [X]
Indicate by ch
kc mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, See
the definitions of Marge accelerated filer,” "accelerated filer' and "smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large —_ filer [X] Accelerated filer [J
Non-accelerate
filer [] Do not check ifa smaller reporting company) Smaller reporting company []Indicate by check mark whether the registrant is a shell company (es defined in Rule 12b-2 of the Act). Yes []No [X]
The aggregate!market value of common stock held by non-affiliates of the registrant on June 30, 2015, the last business day of the registrant's most recently
completed second fiscal quarter, was approximately $6.5 billion. The market value calculation was determined using a per share price of $34.70, the price at
which the registrant's common stock was last sold on the New York Stock Exchange on such date. For purposes of this calculation only, shares held by non-
affiliates excludes only those shares beneficially owned by the registrant's executive officers and directors.
As of February 10,2016, 184,890,549 shares of the registrant's common stock, $0.01 par value, were outstanding (excluding unvested restricted shares).
DOCUMENTS INCORPORATED BY REFERENCE
Certain sections of the registrant's Definitive Proxy Statement relating to its 2016 Annual Meeting of Stockholders are incorporated by reference int Part
Ml ofthis Annual Report on Form 10-K.PARTI
Item 1. Business.
Unless otherwise specified, refercnecs to "Brookdale," "we," “us,” “our” or "the Company" in this Annual Report on Form 10-K mean Brookdale Senior Living
Inc, together with its consolidated subsidiaries.
Overview
Our Business
As of December $1, 2015, we are the largest operator of senior living communities in the United States based on total capacity, with 1,123 communities in 47
states and the ability to serve approximately 108,000 residents. We offer our residents access to a full continuum of services across the most attractive sectors
of the senior living industry. We operate independent living, assisted living and dementia-care communities and continuing care retirement centers
(°CCRCs"). Tardugh our ancillary services programs, we also offer a range of outpatient therapy, home health, personalized living and hospice services to
residents of many of our communities and to seniors living outside of our communities,
As of December 31,2015, we owned or leased 959 communitics with 81,067 units and provided management services with respect to 164 communities with
27,353 units for third partics or unconsolidated ventures in which we have an ownership interest. As of December 31, 2015, we operated 130 retirement center
communities with 24,486 units, 915 assisted living communities with 62,567 units and 78 CCRCs with 21,367 units. We offer home health services to
approximately 66,000 of our’ ‘units and outpatient therapy services to approximately 64,000 of our units. The majority of our units are located in campus
settings or communities containing multiple services, including CCRCs, During the year ended December 31, 2015, we generated approximately 81.9% of
our resident fee fevenues from private pay customers, For the year ended December 31, 2015, 38.8% of our resident and management fee revenues were
generated from guned communities, 48.7% from leased communities, 11.1% from our Brookdale Ancillary Services business and 1.4% from management
fees from communities we operate on behalf of third parties or unconsolidated ventures.
‘We believe that}we are positioned to take advantage of favorable demographic trends and future supply~demand dynamics in the senior living industry. We
also believe that we operate in the most attractive sectors of the senior living industry with opportunities to increase our revenues through providing a
combination of housing, hospitality services, ancillary services and health care services. Our senior living communities offer residents a supportive "home-
like" sctting, assistance with activities of daily living ("ADLs") (such as cating, bathing, dressing, toileting and transferring/walking) and, in certain
communities, ligensed skilled nursing services. We also provide ancillary scrvices, including therapy and hore health services, to our residents. Our strategy
isto be the leading provider of senior living solutions, built on a large and growing senior housing platform. By providing residents with a range of service
options as theirneeds change, we provide greater continuity of care, enabling seniors to “age-in-place" and thereby maintain residency with us fora longer
period of time, pe ability of residents to age-in-place is also beneficial to our residents and their families who are concemed with care decisions for their
elderfy relatives.
We believe thatlthere are organic growth opportunities inherent in our existing portfolio. We intend to take advantage of those opportunities by growing
revenues, while maintaining expense control, at our existing communities, continuing the expansion and maturation of our ancillary services programs,
expanding, rengvating, redeveloping and repositioning our existing communities, and acquiring additional operating companies and communities.
On July 31,2014, we acquired Emeritus Corporation ("Emeritus"), a senior living service provider focused on operating residential style communities
throughout the United States, for approximately $3.0 billion consisting of the issuance of our stock with a fair value of approximately $1.6 billion and our
assumption of approximately $1.4 billion aggregate principal amount of existing mortgage indcbtodness. At the closing of the merger, the size of our
consolidated portfolio increased by 493 communities, 182 of which were owned and 311 of which were subject to leases that we dircetly orindireotly
assumed in the merger. The Emeritus communities provide independont living, assisted living, memory care and, to a lesser extent, skilled nursing care.. |
‘The merger significantly increased our seale and provides us the opportunity to leverage this scale to build ournational brand and provide greater organic
growth, achieve greater operating efliciencies, and drive new innovations to serve our residents. In addition, the merger provided us entry into 10 new states
and significantly increased our presence in many high-population states, especially in the west and northeast, Enhanced geographic coverage and density isa
contributing, facter to our ability to increase our operating efficiencies and may provide additional opportunities for growth from markets with clusters of
assets, The merger also enables us to expand our therapy, home health and hospice ancillary programs into the Emeritus communities and accelerate the
introduction of Emeritus’ ‘Nurse on Call home health services into our major markets. The results of Emeritus’ operations have been included in the
consolidated financial statements subsequent to the acquisition date, Revenue and facility operating expenses of legacy Emeritus locations included in the
Company's consolidated statements of operations for the year ended December 31,2015 were $1.8 billion and $1.2 billion, respectively. Revenue and
facility operating expenses of legacy Emeritus locations included in the Company's consolidated statements of operations for the year ended December 31,
2014 were $785.5 million and $511.9 million, respectively.
Since the closing of our acquisition of Emeritus, we have executed on our plans to integrate legacy Emeritus locations into our systems and infrastructure
platform as rapidly as prudently possible. In 2015, we completed the final cutover waves of integration activities and have a common system and
infrastructure platform in place. We will continue to reinforce and refine our operating model and certain processes during 2016.
Developments during 2015
During the year ended December 31, 2015, we completed several transactions as part of our long-term objectives to grow our revenues, Adjusted EBITDA,
Cash From Facility Operations and Facility Operating Income. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operations —Non-GAAP Financial Measures" below for an explanation of how we define cach of these measures, a detailed description of why we believe
such measures arb useful and the limitations of each measure, and a reconciliation of each of the Non-GAAP measures to not income (loss). These transactions
include:
+ Community Acquisitions, Duting the year ended December 31, 2015, we acquired the underlying real estate associated with 30 communities that
were previously leased for an aggregate purchase price of approximately $422.2 million.
+ Iavestment in Unconsolidated RIDEA Venture. On June 30,2015, the Company and HCP, Inc. ("HCP") entered into a RIDEA venture, which
acquired 35 senior housing communities for $847 million. The Company contributed $30.3 million in cash to the RIDEA venture. The Company
owns a'10% ownership interest, and HCP owns 4 90% ownership interest, in each of the propco and opco. The Company had operated these
communities under a management agreement since 2011 and will continue to manage the communities under a market rate long-term management
agreement with the venture.
. Community Dispositions. During the year ended December 31, 2015, we identified 34 owned communities as asscts held for sale, with 17 of these
communities being sold for an aggregate selling price of approximately $82.9 million during the year ended December 31, 2015. The communities
were identified as non-core assets that do not fit our long-term strategy. The sale of the remaining 17 communities is expected in 2016, although
there can be no assurance that the transactions will close or if they do, when the actual closing will occur.
|
During the year, we also made additional progress on our Program Max initiative under which we expand, renovate, redevelop and reposition certain of our
existing communities where economically advantageous. For the year ended December 31, 2015, we invested $37.5 million on Program Max projects, net of
$28.3 million of third party lessor reimbursements, which included the completion of eleven expansion or conversion projects which resulted in $9
additional units! We currently have 13 additional Program Max projects that have been approved, most of which have begun construction and are expected
to generate 285 het new units.
1 6Exhibit FUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
‘Washington, D.C. 20549
Form 10-K
& ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
or
l ‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-32641
BROOKDALE SENIOR LIVING INC.
(Exact name of registrant as specified in its charter)
Delaware . 20-3068069
(State or Other Jurisdiction of (RS. Employer
Incorporation or Organization) Identification No.)
111 Westwood Place, Suite 400
Brentwood, Tennessee 37027
(Address of Principal Executive Offices)
(Registrant's telephone number including area code) (615) 221-2250
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class . Name of Each Exchange on Which Registered
,Commen Stock, $0.01 Par Value Per Share New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No []
Indicate by chet mark ifthe registrant isnot required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]No DX]
Indicate by chgck mark whether the registrant: (I) has filed all reports required to be filed by Section 13 or 15(4) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No []
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if'any, every Inteructive Data File required to
be submitted arid posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files), Yes [X] No []
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or
any amendment to this Form 10-K. []Indicate by check mark whether the segistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or
emerging growth tompany. See the definitions of “large accelerated filer," "accelerated filer," "smaller reporting company,” and "emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer [X] Accelerated filer []
Non-accelerated filer [] (Do not check ifa smaller reporting company) Smaller reporting company []
Emerging growth company []
Ifan emerging grbwth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. []
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [] No [X]
‘The aggregate market value of common stock held by non-affiliates of the registrant on June 30, 2017, the last business day of the registrant's most recently
completed second fiscal quarter, was approximately $2.8 billion, The market Value calculation was determined using a per share price of $14.71, the prico at
which the registrant's common stock was last sold on the New York Stock Exchange on such date. For purposes of this caloulation only, shares held by non-
affiliates excludes only those shares beneficially owned by the registrant's executive officers, directors and stockholders owning 10% or more of the
Company's outstanding common stock,
As of Febmaary 20, 2018, 186,572,921 shares of the registrant's common stock, $0.01 par value, were outstanding (excluding unvested restricted shares),
DOCUMENTS INCORPORATED BY REFERENCE
Certain sections of the registrant's Definitive Proxy Statement relating to its 2018 Annual Meeting of Stockholders, or an amendment to this Form 10-K, to be
filed with the SEC within 120 days of December 31, 2017, are incorporated by reference into Part [I of this Annual Report on Form 10-K.PARTI
Item 1. Business.
Unless otherwise specified, references to "Brookdale," "we," “us," “our” or "the Company” in this Annual Report on Form 10-K mean Brookdale Senior Living
Ine, together with its consolidated subsidiaries.
Overview
Our Business
AsofDecember31,2017, we are the largest operator of senior living communities in the United States based on total capacity, with 1,023 communities in 46
states and the ability to serve approximately 101,000 residents. We offer our residents access (o a full continuum of services across the most attractive sectors
of the senior living industry. We operate independent living, assisted living and dementia-care communities and continuing care retirement centers
(°CCRCs"). Through our ancillary services programs, we also offer a range of home health, hospice and outpatient therapy services to residents of many of our
communities and to seniors living outside of our communities.
As of December'31, 2017, we owned or leased 794 communitics (66,641 units) and provided
Preview
cD Om YD DH RB WN Bevin Allen Pike (SBN 221936) Bevin.Pike@capstonelawyers.com Jennifer R. Bagosy (SBN 223145) Jennifer. Bagosy@capstonelawyers.com Suzy E. Lee (SBN 271120) Suzy.Lee@capstonelawyers.com Capstone Law APC . 1875 Century Park East, Suite 1000 Los Angeles, California 90067 Telephone: (310) 556-4811 Facsimile: (310) 943-0396 Attorneys for Plaintiff Mishelle Neverson SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN JOAQUIN MISHELLE NEVERSON, as an aggrieved employee pursuant to the Private Attorneys General Act (“PAGA”), Plaintiff, vs. BROOKDALE SENIOR LIVING COMMUNITIES, INC., a Delaware corporation; EMERITUS CORPORATION, a Washington corporation; and DOES | through | 10, inclusive, Defendants. __. {LED BY FAX HHLED sIWEAGH COURT - STOCKTCH 218 OCT -9 PH 3 34 ROSA JUNGQUEIRO, CLERK Case No.: STV-CV-UOE-2017-4356 Assigned for All Purposes to: Hon. Carter P. Holly, Dept. 10B PAGA ENFORCEMENT ACTION SUPPLEMENTAL DECLARATION OF JENNIFER BAGOSY IN SUPPORT OF PLAINTIFF MISHELLE NEVERSON’S REPLY IN SUPPORT OF MOTION TO COMPEL DEFENDANT EMERITUS TO PROVIDE FURTHER RESPONSES TO, AND PERFORMANCE OF DEFENDANT’S OBLIGATIONS UNDER, REQUESTS FOR PRODUCTION SET ONE, PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE §§ 2031.310 AND 2031.320 Date: October 16, 2017 Time: 9:00 a.m. Department: 10B Complaint Filed: Trial Date: May 1, 2017 None set SUPPLEMENTAL BAGOSY DECL. ISO REPLY ISO PLAINTIFFS MOTION TO COMPEL EMERITUS’ FURTHER RESPONSES TO RFPS, SET 1SUPPLEMENTAL DECLARATION OF JENNIFER BAGOSY I, Jennifer Bagosy declare as follows: 1, lam an attorney at law duly licensed to practice before all courts in the State of California. Iam a Senior Counsel with the law firm of Capstone Law APC (“Capstone Law”). Capstone-Law is counsel of record for Plaintiff Mishelle Neverson (“Plaintiff”). Unless otherwise indicated, I have personal knowledge of the following facts based on my personal experiences, or on information with which I was provided and reviewed and, if called as a witness, I could and would testify competently to such facts under oath. I make this Supplemental Declaration in support of Plaintiff's Reply in Support of Motion to Compel Defendant Emeritus Corporation (“Emeritus” or “Defendant”) to Provide Further Responses to, and Performance of Defendant’s Obligations Under, ! Requests for Production Set 1, pursuant to California Code of Civil Procedure sections 2031.310 and 2031.320, 2. The parties to this case attended private mediation on September 11, 2018, and the mediation failed the same day. 3. Prior to the mediation, Defendants had produced documents subject to the mediation privilege. 4, Also prior to the mediation, Plaintiff had agreed to postpone the hearing on Plaintiffs Motions to Compel until October 16, 2018, to allow approximately a month after the mediation for the remaining briefing. Defendant's Opposition briefs were thus due on Tuesday October 2, 2018. 5. On Wednesday, September 26, 2018, Defendants’ counsel contacted Plaintiff's counsel regarding the motions. A true and correct copy of e-mail correspondence from Defendants’ attorney Jeffrey Mann to Capstone attorney Bevin Pike, copying me, is attached hereto as Exhibit A. 6. On September 26, 2018, Ms. Pike and I contacted Mr. Mann, requesting that heidentify which of the specific Interrogatories and Requests for Production that Defendants now believed were moot. Mr. Mann indicated that all “the policy documents” had been produced in pre- mediation discovery as well as the time and payroll records. However, as Ms. Pike and I indicated, Page 1 SUPPLEMENTAL BAGOSY DECL. ISO REPLY ISO PLAINTIFF’S MOTION TO COMPEL EMERITUS’ FURTHER RESPONSES TO RFPS, SET |pre-mediation discovery is deemed confidential under the mediation privilege, and Defendants had not stipulated that any documents produced for mediation could be used in litigation. Defendants’ counsel then requested that Plaintiff narrow the scope of her motions. We agreed to consider this if Defendants: (1) stipulated in writing that Plaintiff could use the pre-mediation discovery for litigation; and (2) identified each specific discovery request which Defendants now believed were moot. 7. During the September 26, 2018 call, Mr. Mann represented that Brookdale would not be supplementing its responses and would be standing on the general objection that Brookdale is not an employer of Plaintiff or aggrieved employees. 8. On Friday, September 28, 2018, Mr. Mann sent a letter to Ms, Pike. A true and | , correct copy of that letter is attached hereto as Exhibit B. 9. Ms. Pike forwarded Mr. Mann’s letter to me, and I responded by e-mail on | September 28, 2018. A true and correct copy of this e-mail is attached hereto as Exhibit C. Defendants’ counsel did not respond to this email. 10. Defendant Emeritus did not raise the argument regarding PAGA exhaustion based on Plaintiff's use of the term “skilled nursing” in her letters to the LWDA prior to including it in their Opposition to Plaintiff's Motion to Compel. 11. A true and correct copy of excerpts of Brookdale Senior Living, Inc.’s 2014 Form 10-K as filed with the Securities and Exchange Commission is attached hereto as Exhibit D. 12. _ A true and correct copy of excerpts of Brookdale Senior Living, Inc.’s 2015 Form | 10-K as filed with the Securities and Exchange Commission is attached hereto as Exhibit E. 13. A true and correct copy of excerpts of Brookdale Senior Living, Inc.’s 2017 Form 10-K as filed with the Securities and Exchange Commission is attached hereto as Exhibit F. 14. To date, Emeritus does not appear to have produced all documents responsive to the following Requests for Production: Nos. 2-3, 8-9, 10, 16-19, 20, 28-43. 15. Emeritus appears to have produced documents responsive to the following Requests for Production: RFP No. 1, 5-7, 11-15, 22-27. Page 2 SUPPLEMENTAL BAGOSY DECL. ISO REPLY ISO PLAINTIFF’S MOTION TO COMPEL EMERITUS’ FURTHER RESPONSES TO RFPS, SET |I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and signed on October 9, 2018 in Los Angeles, California. Page 3 SUPPLEMENTAL BAGOSY DECL. ISO REPLY ISO PLAINTIFF’S MOTION TO COMPEL EMERITUS’ FURTHER RESPONSES TO RFPS, SET 1Exhibit AJennifer Bagosy From: Mann, Jeffrey J. Sent: Wednesday, September 26, 2018 1:10 PM To: Bevin Allen Pike Ca Jennifer Bagosy; Boyce, Shannon R. Subject: Neverson v, Brookdale - Motions to Compel Bevin, | just tried giving you and Jennifer a call. Give me a call as soon you chance so we can discuss the upcoming motions to compel, as I don't believe the parties have exhausted their meet and confer efforts and large portions of the motions are moot at this point. Jeffrey Mann, Associate 925.927.4546 direct 925.407.6787 mobile 925.407.2812 fax JMann@littler.com Treat Towers, 1255 Treat Blvd, Suite 600 | Walnut Creek, CA 94597 Littler ]littler.com. Employment & Labor Law Solutions Worldwide This email may contain confidential and privileged material for the sole use of the intended recipient(s). Any review, use, distribution or disclosure by others is strictly prohibited. If you are not the intended recipient (or authorized to receive for the recipient), please contact the sender by reply email and delete all copies of this message. Littler Mendelson, P.C. is part of the international legal practice Littler Global, which operates worldwide through a number of separate legal entities. Please visit www.littler.com for more information.Exhibit B@ Littler Mendelson, PC Treat Towers 1255 Treat Boulevard = Suite 600 sa mptoyrent Laban Lae Soa ame Wodkbvde Walnut Creek, CA 94597 925.927.4546 direct 925,932.2468.main 925.407.2812 fax , jmann@ittler.com September 28, 2018 Jeffrey J. Mann VIA MAIL & E-MAIL (bevin.allenpike@capstonelawyers.com) Bevin Allen Pike Capstone Law APC 1875 Century Park East, Suite 1000 Los Angeles, CA 90067 Re: | Neverson v, Brookdale Defendants’ Responses to Plaintiff's Requests for Production and Special Interrogatories Dear Bevin: This| lettér serves as ‘Emeritus Corporation's (“Emeritus”) and Brookdale Senior Living Communities,, Inc.'s (“Brookdale”) attempt to further meet and confer regarding our clients’ responses to Plaintiff's Requests for Production and Special Interrogatories. and. your pending motions to compel. As we discussed on the phone, we believe your motions to compel in their current form will unnecessarily waste significant amounts of judicial resources. Indeed, the separate statements alone — before we have inserted our responses — total 767 pages. As discussed below, and as we discussed on the phone, we have already provided the vast majority of the requested documents and information, so that the actual items in dispute are relatively narrow, Therefore, we reiterate our request that you withdraw the motions in their current form to permit the parties additional time to meet and confer, with the hope that we can resolve the parties’ disputes or at least significantly narrow them before seeking judicial ‘intervention. 1. Plaintiff's Motion to Compel Further Responses to Requests for Production by Emeritus As an initial matter, several of the points raised by in your Motion to Compel Further Responses to. Requests for Production by Emeritus have never been the subject of the meet and confer process, and we will oppose your motion on that basis. In addition, many ofthe points are now moot, as Emeritus has produced documents and data responsive to most of the requests for production, For example, Emeritus produced payroll and time, data for aggrieved employees prior to mediation and for a period larger than the PAGA petiod as well as additional policies and wage statements, in the spirit of cooperation. Although such documents were produced in the context of the parties September 11, 2018 mediation (and are therefore subject tothe parties’ confidentiality agreement and the mediation privilege), we hereby release such documents from the scope of the confidentiality agreement and mediation privilege. tatlencomBevin' Allen Pike September 28, 2018 Page 2 As to/many of the other categories In your motion, the burdens of searching and production are not proportional to the needs of this case — e.g., Plaintiffs requests to produce AZZ arbitration agreements and wage statements for all aggrieved employees. As we have previously stated, wage: statements are not stored in a manner that permits them to be produced en masse, and the: burden of producing wage statements for thousands of employees far outweighs the benefit of production. In addition, Emeritus has now produced ‘a sampling of wage statements for Plaintiff's review. The same is true for arbitration agreements for all aggrieved employees. Arbitration agreements are stored in paper format in the personnel files of individual employees at each. employee's work location. Arbitration agreements have been mandatory for non-exempt employees of Emeritus during the entire PAGA period. Therefore, each non-exempt employee is subject to an arbitration agreement. Emeritus is amenable to production of exemplar “agreements for each version of the arbitration agreement that was in effect during the relevant time period or to a sampling of arbitration agreements for aggrieved employees. Emeritus has agreed to produce complaints, questions, grievances, and disputes received through its employee hottine, which I have confirmed are-stored in-an electronic database. We have!previously requested input from Plaintiff regarding the collection and production of those documents. Based on the representation that you do not wish to provide such input, Emeritus will produce what It believes are relevant complaints, questions, grievances, and disputes. 2. Motion to Compel Supplemental Interrogatory Responses by Emeritus Emeritus will provide supplemental interrogatory responses on October 2, 2018. 3. Motion to Compel Brookdale Supplemental Responses to Plaintiff's Requests for Production and Special Interrogatories We stand by our prior objections regarding the identity of Ms. Neverson’s employer, and therefore will not be amending our responses on behalf. of Brookdale. However, we are not withHiolding any documents or data for Brookdale within the relevant time period. For instance, we have produced all relevant Brookdale handbooks and policies, as well as documents related to meal and rest periods. Based on our call yesterday, we understand that Plaintiff is not willing to further meet and confer to reduce the scope of the motions, and instead plans on keeping the current hearing dates. Please let us know if our understanding is incorrect and Plaintiff is willing to resolve the Issues discussed above informally. sete J, Mann FIRMWIDE:157639510.1 093530.1003Exhibit CJennifer Bagosy From: Jennifer Bagosy Sent: Friday, September 28, 2018 5:16 PM To: ‘Mann, Jeffrey J." Ce: Bevin Allen Pike; Suzy Lee Subject: Brookdale (Neverson) Meet and Confer Attachments: Brookdale_Neverson - 9-28-18 Meet and Confer Letter to Opposing Counsel re MTC (157735954_ 1).pdf Dear Jeff, 1 i Bevin is out of town but forwarded me the letter you sent a little over an hour ago. . t . | As an initial matter, we met and conferred on the issues raised in all four motions to compel before we filed the motion In April 2018. So your letter is incorrect in claiming that we failed to fully meet and confer before filing the motions. Second, we did not refuse, on our Wednesday 9/28 call, to further meet and confer to narrow the scope of the motions. Although you reached out to us on extremely short notice given that this motion has been pending since April and mediation occurred and failed on 9/11, we did say we would be willing to consider agreeing to narrow the scope If; (1) you stipulated and agreed that the documents produced in advance of mediation could be used in litigation, and (2) you provided us with a list of the RFPs and Special Interrogatories you believe have been answered in full. i Your letter (sent to us on the Friday afternoon before your Tuesday deadline), does agree to release the previously- produced documents from the mediation privilege, which we appreciate. However, you did not list the specific RFPs and Special interrogatories you believe Emeritus has answered in full, instead referring to a few general categories of requests. Nonetheless, | will address your points regarding Emeritus and try ta list the corresponding RFPs: 1. Time and Payroll Records (RFP 8-9): Emeritus produced time and payroll records from the beginning of the PAGA period through September 2017. The PAGA period extends to the present; therefore, the production is incomplete and would have been as of the date the Motions to Compe! were filed in April. Please advise if Emeritus will supplement the production to bring it current. 2. Arbitration Agreements (RFP 43): We will re-evaluate the motion to compel as to Emeritus re: coples of all arbitration agreements for all aggrieved employees if Emeritus supplements its responses and agrees to provide exemplars of arbitration agreements used during the PAGA period. 3. Wage Statements (RFP 10): We will not withdraw the motion as to all wage statements. The exemplars Emeritus has produced demonstrate that there were different versions and variants of the wage statements used. Consequently, we will need to know, at minimum, how many employees received each variant, and, ultimately, which employees received wage statements containing which Labor Code violations. Thus, we require all wage statements. 4. Complaints, questions, grievances, and disputes (RFP Nos. 34-42) — If Emeritus agrees to produce all responsive documents from its electronic database in response to RFP Nos. 34-42, we will consider agreeing to moot the motions as to those RFPs. 5. Policies. (RFP 11-15). Although you did not address these in the 9/28 letter, you said on our call that you thought Emeritus had produced all policy documents. Please advise which RFPs you believe Emeritus has now fully responded to.6. Enforcement of Policies (RFP 16-19). Likewise, RFP Nos. 16-19 refer to “enforcement” of policies, but | do not recall seeing documents in the production related specifically to enforcement. Please advise if you claim Emeritus has fully responded to these. Please let us know if there are any other RFPs as to which you believe Emeritus has produced all responsive documents. We will not agree to re-file motions and/or continue the hearing. We served these discovery requests in August 2, 2017. We filed the motions to compel in April 2018. We moved the hearing date to account for the mediation. The mediation failed. Simply because Emeritus produced documents in August and September 2018 ~ a year after the discovery was|served — and agreed today, September 28, 2018, to allow those documents to be used in litigation, does not place the burden on us to re-write, revise, and refile all our motion papers. Nor are we willing to delay the proceedings further. Instead, here is what | propose we do: (1) You give us a list of the specific, numbered, RFPs you believe Emeritus has fully responded to or has agreed to fully respond to. (2) We confirth, in writing, which RFPs on that list we agree are no longer at issue. (3) You may then use that written confirmation in your opposition. In your response to our separate statement, for those agreed-upon RFPs, you may state that Plaintiff has agreed that this issue is moot because Emeritus produced/agreed to produce all responsive documents. Please advise ‘ASAP if you wish to pursue this course of action, and if so, please respond with the Ist of RFPs ASAP as well. Jennifer Cone Jennifer Bagosy 310.556.4879 Direct | Jennifer.Bagosy@capstonelawyers.com 1875 Century Park East, Suite 1000 Los Angeles, California 90067 HOESSAELS Main | 310.943.0396 Fax CONFIDENTIAL COMMUNICATION: The information contained in this e-mail and any attachments are legally privileged, confidential, and intended for the named recipients only. If you are not an intended recipient, you are hereby notified that any dissemination, distribution or copying of this email message is strictly prohibited and may violate the legal rights of others. If you have received this message in error please notify the sender immediately by reply e-mail or telephone, return the message to Capstone Law APC, 1875 Century Park East, Suite 1000, Los Angeles, California 90067, and delete it from your system.Exhibit DUNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X} ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(4) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 9001-32641 BROOKDALE SENIOR LIVING INC. (Exact name of registrant as specified in its charter) Delaware 20-3068069 (State or Other Jurisdiction of (LR.S. Employer Incorporation or Organization) Hentification No.) 111 Westwood Place, Suite 400 Brentwood, Tennessee 37027 (Address of Principal Executive Offices) (Registrant's telephone number including area code) (615) 221-2250 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Fach Class Name of Each Exchange on Which Registered (Common Stock, $0.01 Par Value Per Share New York Stock Exchange | SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None 1 | Indicate by check matk ifthe registrant isa well-known seasoned isuer as defined in Rule 40S of the Seourites Act. Yes [X]N9[] Indicate by chéck mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(¢) of the Act. Yes []No [x] Indicate by cnet mark whether the registrant: (1) has filed all reposts requited to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 uring the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes [X]No [1 Indicate by chéck mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted dnd posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X]No [] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy of information statements incosporated by reference in Part If of this Form 10-K.or any amendment fo this Form 10-K.[] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ora smaller reporting company. See the definitions of “large accelerated filer," “accelerated filer and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [X} Accelerated filer [] Non-accelerated filer [] (Do not check ifa smaller reporting company) Smaller reporting company [}Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [] No [X] The aggregate market value of common stock held by non-affiliates of the registrant on June 30,2014, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $4.2 billion, The market value calculation was determined using a per share price of $33.34, the price at which the registrant's common stock was last sold on the New York Stock Exchange on such date, For purposes of this calculation, shares held by non- affiliates excludes only those shares beneficially owned by the registrant's executive officers, directors, and stockholders owning 10% ormore of the outstanding “on stock (and, in each case, their immediate family members and affiliates). As of February 19, 2015, 183,504,959 shares of the registrant's common stock, $0.01 par value, were outstanding (excluding unvested restricted shares). DOCUMENTS INCORPORATED BY REFERENCE Certain sections Q f the registrant's Definitive Proxy Statement relating to its 2015 Annual Meeting of Stockholders are incorporated by reference into Part M of this Annual Report on Form 10-K.PARTI Item 1. Business. Unless otherwise|specified, references to “Brookdale,” "we," "us, Inc, together with its consolidated subsidiaries. ‘our’ or “the Company" in this Annmal Report on Form 10-K mean Brookdale Senior Living Overview Our Business As of December 31,2014, we are the largest operator of senior living communities in the United States based on total capacity, with 1,143 communities in 46 states and the ability to serve approximately 111,000 residents. We offer our residents access to a full continuum of services across the most attractive sectors of the senior living industry. We operate independent living, assisted living and dementia-care communities and continuing care retirement centers (*CCRCs"), Through our ancillary services program, we also offer a range of outpatient therapy, home health, personalized living and hospice services to residents ofmany of our communities and to seniors living outside of our communities. As af December 31, 2014, we owned or leased 982 communities with 83,176 units and provided management services with respect to 161 communities with 27,683 units for third parties or unconsolidated ventures in which we have an ownership interest, As of Decomber 31, 2014, we operated 148 retirement centor communities with 26,514 units, 915 assisted living communities with 62,697 units and 80 CCRCs with 21,648 units. We offer therapy services to approximately 54,000 of our units and home health services to approximately 56,000 of ourunits. The majority of our units are located in campus settings or communities containing multiple services, including CCRCs. During the year ended December 31, 2014, we generated approximately 80.7% of our resident fec revenues from private pay customers. For the year ended December 31, 2014, 39.2% of ourresident and management fee revenues were generated from owned communities, 49.4% from leased communities, 10.1% from our Brookdale Ancillary Services business and 1.3% fiom management fees ftom communities we operate on behalf of third parties or unconsolidated ventures. We believe that we are positioned to take advantage of favorable demographic trends and future supply-demand dynamics in the senior living industry, We also believe thatwe operate in the most attractive sectors of the senior living industry with significant opportunities to increase our revenues through providing a combination of housing, hospitality services, ancillary services and health care services. Our senior living communities offer residents a supportive "home-like" setting, assistance with activities of daily living ("ADLs") (such as cating, bathing, dressing, toileting and transferring/walking) and, in several communities, licensed skilled nursing services. We also provide ancillary scrvices, including therapy and home health services, to our residents. Onr strategy is td be the leading provider of senior living solutions, built on a large and growing senior housing platform, By providing residents with a range of service options as theirneeds change, we provide greater continuity of care, enabling seniors to "age-in-place" and thereby maintain residency with us for a longer period of time. The ability ofresidents to age-in-place is also beneficial to our residents and their families who are concemed with care decisions for their elderly relatives. ‘We believe that there are substantial organic growth opportunities inherent in our existing portfolio. We intend to take advantage of those opportunities by growing revenues, while maintaining expense control, at our existing communities, continuing the expansion and maturation of our ancillary services programs, expandling, renovating, redeveloping and repositioning our existing communities, and acquiring additional operating companies and communities,Developmenis during 2014 During 2014, weannounced and completed several transactions as part of our long-term objectives to grow our revenues, Adjusted EBITDA, Cash From Facility Operations and Facility Operating Income, See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations— Non-GAAP Financial Measures” for an explanation of how we define each of these measures, a detailed description of why we believe such measures are usefil and the limitations of cach measure, and a reconciliation of net loss to each of Adjusted EBITDA and Facility Operating Income and a reconciliation of net cash provided by operating activities to Cash From Facility Operations. Emeritus Merger. On July 31,2014, we acquired Emeritus Cosporation ("Emeritus"), a senior living service provider focused on operating residential style comm unities throughout the United States, for approximately $3.0 billion consisting of the issuance of our stock with a fair value of approximately $1.6 billion and our assumption of approximately $1.4 billion aggregate principal amount of existing mortgage indebtedness. At the closing of the merger, the size of our consolidated portfolio increased by 493 communities, 182 of which were owned and 311 of which were subject to leases that we directly or indirectly assumed in the merger. The Emeritus communities provide independent living, assisted living, memory care and, to a lesser extent, skilled nursing care. ‘The merger significantly increased our scale and provides us the opportunity to leverage this scale to build our national brand and provide greater organic gro’ wth, achieve greater operating efficiencies, and drive new innovations to serve our residents. In addition, the merger provided us entry into 10 new states and Significantly increased our presence in many high-population states, especially in the west and northeast. Enhanced geographic coverage and density is a contributing factor to our ability to increase our operating efficiencies and may provide additional ‘opportunities for growth from markets with clusters of assets. The merger also cnables us to expand our therapy, home health and hospice ancillary programs into the Emeritus communities and accelerate the introduction of Emeritus Nurse on Call home health services into our major markets. Since the closing of our acquisition of Emeritus, we have executed on our plans to integrate Emeritus into our systems and infrastructure platform as rapidly as prudently possible. In January 2015, we completed the third of our four cutover waves of integration activities. We expect the fourth wave to be completed i in the late summer of 2015, though the overall integration effort will continue throughout 2015. Once wave four is complete, we will have a common systems and infrastructure platform and will be able to manage our business more uniformly across our entire system, HCP Yenteles aud Lease Amendments. On August 29, 2014, we completed transactions with HCP, Inc. ("HCP") pursuant to which we and HCP entered into two veritures and amended the terms of certain existing triple net leases between us and HCP (including those acquired in the Emeritus merger). Each of the ventures uses a "RIDEA" structure, whereby we and HCP invested in an "opco" entity and a "propco" entity, The propoo owns most of the applicable communities and leases such communities to the opco pursuant to long-term leases entered into at the closing. The opco owns the remainder ofthe applidable communities not owned by the propco, and at the closing the opco engaged an affiliate of ours to manage all ofthe owned and leased communities pursuant to management agreements with 15-year terms subject to certain extension options. The transactions with HCP provide usa strategic capital platform to continue to grow in the senior housing industry and to deliver the best, high-quality solutions for our current residents and address the growing population of seniors. CCRC Venture. At the closing, we and HCP entered into a venture with respect to certain entry fee CCRCs previously owned, leased and/or operated by us, We own 51% ownership interest, and HCP owns a 49% ownership interest, in each of the propco and opeo. At the closing, we contributed to the venture eight wholly-owned entities (owning eight CCRCs subject, in certain cases, to existing debt) and certain putchase options with respect to the HCP Comminities as defined below), and HCP contributed to the venture three wholly-owned entities (owning three properties in two CCRC es (the "HCP Communities"), In addition, HCP contributed $323.5 million in cash and the venture completed the purchases of four communities managed by us for an aggregate purchase price of $323.5 million immediately following the closing. Each of the communities in the venture is managed by us pursuant to market rate management agreements entered into atthe closing, and we have agreed to guarantee certain obligations'of the manager under the applicable management agreements, Each ofthe propco and opco is govemed by a board of managers consisting of six members, with three representatives appointed by each of us and HCP. 6Exhibit EUNITED STATES SECURITIES AND EXCHANGE COMMISSION ‘Washington, D.C, 20549 Form 10-K [x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(¢) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32641 BROOKDALE SENIOR LIVING INC. (Exact name of registrant as specified in its charter) Delaware 20-3068069 (State or Other Jurisdiction of (RS. Employer Incorporation or Organization) Identification No) 111 Westwood Place, Suite 400 Brentwood, Tennessee 37027 (Address of Principal Executive Offices) (Registrant's telephone number including area code} (615) 221-2250 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $0.01 Par Value Per Share ‘New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(¢) of the Act. Yes [] No [X] Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [] Indicate by cheek mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted anid posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant}was required to submit and post such files). Yes [X] No [] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part [I] of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by ch kc mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, See the definitions of Marge accelerated filer,” "accelerated filer' and "smaller reporting company” in Rule 12b-2 of the Exchange Act. Large —_ filer [X] Accelerated filer [J Non-accelerate filer [] Do not check ifa smaller reporting company) Smaller reporting company []Indicate by check mark whether the registrant is a shell company (es defined in Rule 12b-2 of the Act). Yes []No [X] The aggregate!market value of common stock held by non-affiliates of the registrant on June 30, 2015, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $6.5 billion. The market value calculation was determined using a per share price of $34.70, the price at which the registrant's common stock was last sold on the New York Stock Exchange on such date. For purposes of this calculation only, shares held by non- affiliates excludes only those shares beneficially owned by the registrant's executive officers and directors. As of February 10,2016, 184,890,549 shares of the registrant's common stock, $0.01 par value, were outstanding (excluding unvested restricted shares). DOCUMENTS INCORPORATED BY REFERENCE Certain sections of the registrant's Definitive Proxy Statement relating to its 2016 Annual Meeting of Stockholders are incorporated by reference int Part Ml ofthis Annual Report on Form 10-K.PARTI Item 1. Business. Unless otherwise specified, refercnecs to "Brookdale," "we," “us,” “our” or "the Company" in this Annual Report on Form 10-K mean Brookdale Senior Living Inc, together with its consolidated subsidiaries. Overview Our Business As of December $1, 2015, we are the largest operator of senior living communities in the United States based on total capacity, with 1,123 communities in 47 states and the ability to serve approximately 108,000 residents. We offer our residents access to a full continuum of services across the most attractive sectors of the senior living industry. We operate independent living, assisted living and dementia-care communities and continuing care retirement centers (°CCRCs"). Tardugh our ancillary services programs, we also offer a range of outpatient therapy, home health, personalized living and hospice services to residents of many of our communities and to seniors living outside of our communities, As of December 31,2015, we owned or leased 959 communitics with 81,067 units and provided management services with respect to 164 communities with 27,353 units for third partics or unconsolidated ventures in which we have an ownership interest. As of December 31, 2015, we operated 130 retirement center communities with 24,486 units, 915 assisted living communities with 62,567 units and 78 CCRCs with 21,367 units. We offer home health services to approximately 66,000 of our’ ‘units and outpatient therapy services to approximately 64,000 of our units. The majority of our units are located in campus settings or communities containing multiple services, including CCRCs, During the year ended December 31, 2015, we generated approximately 81.9% of our resident fee fevenues from private pay customers, For the year ended December 31, 2015, 38.8% of our resident and management fee revenues were generated from guned communities, 48.7% from leased communities, 11.1% from our Brookdale Ancillary Services business and 1.4% from management fees from communities we operate on behalf of third parties or unconsolidated ventures. ‘We believe that}we are positioned to take advantage of favorable demographic trends and future supply~demand dynamics in the senior living industry. We also believe that we operate in the most attractive sectors of the senior living industry with opportunities to increase our revenues through providing a combination of housing, hospitality services, ancillary services and health care services. Our senior living communities offer residents a supportive "home- like" sctting, assistance with activities of daily living ("ADLs") (such as cating, bathing, dressing, toileting and transferring/walking) and, in certain communities, ligensed skilled nursing services. We also provide ancillary scrvices, including therapy and hore health services, to our residents. Our strategy isto be the leading provider of senior living solutions, built on a large and growing senior housing platform. By providing residents with a range of service options as theirneeds change, we provide greater continuity of care, enabling seniors to “age-in-place" and thereby maintain residency with us fora longer period of time, pe ability of residents to age-in-place is also beneficial to our residents and their families who are concemed with care decisions for their elderfy relatives. We believe thatlthere are organic growth opportunities inherent in our existing portfolio. We intend to take advantage of those opportunities by growing revenues, while maintaining expense control, at our existing communities, continuing the expansion and maturation of our ancillary services programs, expanding, rengvating, redeveloping and repositioning our existing communities, and acquiring additional operating companies and communities. On July 31,2014, we acquired Emeritus Corporation ("Emeritus"), a senior living service provider focused on operating residential style communities throughout the United States, for approximately $3.0 billion consisting of the issuance of our stock with a fair value of approximately $1.6 billion and our assumption of approximately $1.4 billion aggregate principal amount of existing mortgage indcbtodness. At the closing of the merger, the size of our consolidated portfolio increased by 493 communities, 182 of which were owned and 311 of which were subject to leases that we dircetly orindireotly assumed in the merger. The Emeritus communities provide independont living, assisted living, memory care and, to a lesser extent, skilled nursing care.. | ‘The merger significantly increased our seale and provides us the opportunity to leverage this scale to build ournational brand and provide greater organic growth, achieve greater operating efliciencies, and drive new innovations to serve our residents. In addition, the merger provided us entry into 10 new states and significantly increased our presence in many high-population states, especially in the west and northeast, Enhanced geographic coverage and density isa contributing, facter to our ability to increase our operating efficiencies and may provide additional opportunities for growth from markets with clusters of assets, The merger also enables us to expand our therapy, home health and hospice ancillary programs into the Emeritus communities and accelerate the introduction of Emeritus’ ‘Nurse on Call home health services into our major markets. The results of Emeritus’ operations have been included in the consolidated financial statements subsequent to the acquisition date, Revenue and facility operating expenses of legacy Emeritus locations included in the Company's consolidated statements of operations for the year ended December 31,2015 were $1.8 billion and $1.2 billion, respectively. Revenue and facility operating expenses of legacy Emeritus locations included in the Company's consolidated statements of operations for the year ended December 31, 2014 were $785.5 million and $511.9 million, respectively. Since the closing of our acquisition of Emeritus, we have executed on our plans to integrate legacy Emeritus locations into our systems and infrastructure platform as rapidly as prudently possible. In 2015, we completed the final cutover waves of integration activities and have a common system and infrastructure platform in place. We will continue to reinforce and refine our operating model and certain processes during 2016. Developments during 2015 During the year ended December 31, 2015, we completed several transactions as part of our long-term objectives to grow our revenues, Adjusted EBITDA, Cash From Facility Operations and Facility Operating Income. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations —Non-GAAP Financial Measures" below for an explanation of how we define cach of these measures, a detailed description of why we believe such measures arb useful and the limitations of each measure, and a reconciliation of each of the Non-GAAP measures to not income (loss). These transactions include: + Community Acquisitions, Duting the year ended December 31, 2015, we acquired the underlying real estate associated with 30 communities that were previously leased for an aggregate purchase price of approximately $422.2 million. + Iavestment in Unconsolidated RIDEA Venture. On June 30,2015, the Company and HCP, Inc. ("HCP") entered into a RIDEA venture, which acquired 35 senior housing communities for $847 million. The Company contributed $30.3 million in cash to the RIDEA venture. The Company owns a'10% ownership interest, and HCP owns 4 90% ownership interest, in each of the propco and opco. The Company had operated these communities under a management agreement since 2011 and will continue to manage the communities under a market rate long-term management agreement with the venture. . Community Dispositions. During the year ended December 31, 2015, we identified 34 owned communities as asscts held for sale, with 17 of these communities being sold for an aggregate selling price of approximately $82.9 million during the year ended December 31, 2015. The communities were identified as non-core assets that do not fit our long-term strategy. The sale of the remaining 17 communities is expected in 2016, although there can be no assurance that the transactions will close or if they do, when the actual closing will occur. | During the year, we also made additional progress on our Program Max initiative under which we expand, renovate, redevelop and reposition certain of our existing communities where economically advantageous. For the year ended December 31, 2015, we invested $37.5 million on Program Max projects, net of $28.3 million of third party lessor reimbursements, which included the completion of eleven expansion or conversion projects which resulted in $9 additional units! We currently have 13 additional Program Max projects that have been approved, most of which have begun construction and are expected to generate 285 het new units. 1 6Exhibit FUNITED STATES SECURITIES AND EXCHANGE COMMISSION ‘Washington, D.C. 20549 Form 10-K & ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 or l ‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-32641 BROOKDALE SENIOR LIVING INC. (Exact name of registrant as specified in its charter) Delaware . 20-3068069 (State or Other Jurisdiction of (RS. Employer Incorporation or Organization) Identification No.) 111 Westwood Place, Suite 400 Brentwood, Tennessee 37027 (Address of Principal Executive Offices) (Registrant's telephone number including area code) (615) 221-2250 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class . Name of Each Exchange on Which Registered ,Commen Stock, $0.01 Par Value Per Share New York Stock Exchange SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [] Indicate by chet mark ifthe registrant isnot required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ]No DX] Indicate by chgck mark whether the registrant: (I) has filed all reports required to be filed by Section 13 or 15(4) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [] Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if'any, every Inteructive Data File required to be submitted arid posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files), Yes [X] No [] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K. []Indicate by check mark whether the segistrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth tompany. See the definitions of “large accelerated filer," "accelerated filer," "smaller reporting company,” and "emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer [X] Accelerated filer [] Non-accelerated filer [] (Do not check ifa smaller reporting company) Smaller reporting company [] Emerging growth company [] Ifan emerging grbwth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards provided pursuant to Section 13(a) of the Exchange Act. [] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [] No [X] ‘The aggregate market value of common stock held by non-affiliates of the registrant on June 30, 2017, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $2.8 billion, The market Value calculation was determined using a per share price of $14.71, the prico at which the registrant's common stock was last sold on the New York Stock Exchange on such date. For purposes of this caloulation only, shares held by non- affiliates excludes only those shares beneficially owned by the registrant's executive officers, directors and stockholders owning 10% or more of the Company's outstanding common stock, As of Febmaary 20, 2018, 186,572,921 shares of the registrant's common stock, $0.01 par value, were outstanding (excluding unvested restricted shares), DOCUMENTS INCORPORATED BY REFERENCE Certain sections of the registrant's Definitive Proxy Statement relating to its 2018 Annual Meeting of Stockholders, or an amendment to this Form 10-K, to be filed with the SEC within 120 days of December 31, 2017, are incorporated by reference into Part [I of this Annual Report on Form 10-K.PARTI Item 1. Business. Unless otherwise specified, references to "Brookdale," "we," “us," “our” or "the Company” in this Annual Report on Form 10-K mean Brookdale Senior Living Ine, together with its consolidated subsidiaries. Overview Our Business AsofDecember31,2017, we are the largest operator of senior living communities in the United States based on total capacity, with 1,023 communities in 46 states and the ability to serve approximately 101,000 residents. We offer our residents access (o a full continuum of services across the most attractive sectors of the senior living industry. We operate independent living, assisted living and dementia-care communities and continuing care retirement centers (°CCRCs"). Through our ancillary services programs, we also offer a range of home health, hospice and outpatient therapy services to residents of many of our communities and to seniors living outside of our communities. As of December'31, 2017, we owned or leased 794 communitics (66,641 units) and provided