Filed by Brookdale Senior Living Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934

Subject Company: Emeritus Corporation

(Commission File No. 001-14012)

On February 20, 2014, Brookdale and Emeritus issued the following presentation in connection with the merger between Brookdale and Emeritus:

Brookdale Merger with Emeritus Senior Living February 20, 2014

Forward-Looking Statements 1 Certain items in this presentation and statements made by or on behalf of Brookdale Senior Living Inc. and Emeritus Corporation relating hereto may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are subject to various risks and uncertainties. Forward-looking statements are generally identifiable by use of forward-looking terminology such as "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "could," "would," "project," "predict," "continue," "plan" or other similar words or expressions. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and actual results could differ materially from those projected. Factors which could have a material adverse effect on our operations and future prospects or which could cause events or circumstances to differ from the forward- looking statements include, but are not limited to, the risk associated with the current global economic situation and its impact upon capital markets and liquidity; changes in governmental reimbursement programs; our inability to extend (or refinance) debt (including our credit and letter of credit facilities) as it matures; the risk that we may not be able to satisfy the conditions precedent to exercising the extension options associated with certain of our debt agreements; events which adversely affect the ability of seniors to afford our monthly resident fees or entrance fees; the conditions of housing markets in certain geographic areas; our ability to generate sufficient cash flow to cover required interest and long- term operating lease payments; the effect of our indebtedness and long-term operating leases on our liquidity; the risk of loss of property pursuant to our mortgage debt and long-term lease obligations; the possibilities that changes in the capital markets, including changes in interest rates and/or credit spreads, or other factors could make financing more expensive or unavailable to us; our determination from time to time to purchase any shares under the repurchase program; our ability to fund any repurchases; our ability to effectively manage our growth; our ability to maintain consistent quality control; delays in obtaining regulatory approvals; the risk that we may not be able to expand, redevelop and reposition our communities in accordance with our plans; our ability to complete acquisitions and integrate them into our operations; competition for the acquisition of assets; our ability to obtain additional capital on terms acceptable to us; a decrease in the overall demand for senior housing; our vulnerability to economic downturns; acts of nature in certain geographic areas; terminations of our resident agreements and vacancies in the living spaces we lease; early terminations or non-renewal of management agreements; increased competition for personnel; increased union activity; departure of our key officers; increases in market interest rates; environmental contamination at any of our facilities; failure to comply with existing environmental laws; an adverse determination or resolution of complaints filed against us; the cost and difficulty of complying with increasing and evolving regulation; risks relating to the merger of Brookdale and Emeritus, including with respect to the satisfaction of closing conditions to the merger; unanticipated difficulties and/or expenditures relating to the merger; the risk that regulatory approvals required for the merger are not obtained or are obtained subject to conditions that are not anticipated; uncertainties as to the timing of the merger; litigation relating to the merger; the impact of the transaction on the Company’s relationships with residents, employees and third parties; and the inability to obtain, or delays in obtaining cost savings and synergies from the merger; as well as other risks detailed from time to time in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.  We expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Additional Information  2 In connection with the merger, the Company plans to file with the SEC a Registration Statement on Form S-4 that will include a joint proxy statement/prospectus, as well as other relevant documents concerning the proposed transaction. THE COMPANY STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A free copy of the joint proxy statement/prospectus and other filings containing information about the Company and Emeritus Corporation may be obtained at the SEC's Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge, from the Company at www.brookdale.com under the heading "About Brookdale/Investor Relations" or from Emeritus Corporation at www.emeritus.com under the heading "Investors." The Company and Emeritus Corporation and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company's and Emeritus Corporation’s stockholders in connection with the merger. Information about the directors and executive officers of the Company and their ownership of Company common stock is set forth in the proxy statement for the Company's 2013 annual meeting of stockholders, as filed with the SEC on Schedule 14A on April 30, 2013. Information about the directors and executive officers of Emeritus Corporation and their ownership of Emeritus Corporation common stock is set forth in the proxy statement for Emeritus Corporation’s 2013 annual meeting of stockholders, as filed with the SEC on Schedule 14A on  April 9, 2013.  Additional information regarding the interests of those participants and other persons who may be deemed participants in the merger may be obtained by reading the joint proxy statement regarding the merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph. This presentation shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities,  nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Transaction Overview Exchange Ratio Each share of ESC will be converted into 0.95 of a share of BKD Ownership 73.1% BKD / 26.9% ESC Shares Outstanding Expect to have 171mm (approx.) shares outstanding following the merger Expected Close Expected to close in the third quarter of 2014 Brookdale Senior Living (“BKD”) is merging with Emeritus Corporation (“ESC”) in a         100% stock-for-stock transaction 3

Transaction Rationale Value of Owned Real Estate Value of owned real estate increases as EBITDA grows Unlock up to $350mm to $400mm of embedded value in purchase options Deploy capital in ESC assets (“Program Max 2.0”) Revenue Synergies Offer new products/services to 100K residents with $4.5bn of annual healthcare spend Expansion of existing products/services – drive up to $100mm of synergies per year Cost Synergies Significant cost synergies resulting from greater scale Expect to reduce operating expenses by up to $45mm annually 1 2 3 Combined company will be largest senior living solutions platform in the U.S. – create significant shareholder value in evolving post-acute market 4 (1) Note: See reconciliations of Non-GAAP measures at the end of the presentation

Combined Company Overview Merger creates the largest owner-operator of senior housing in the U.S with approximately 1,200 properties and 113,000 units $4.9bn of combined revenues in 2013 – over 80% from private pay sources Diversified Product Mix Diversified Operating Model Independent Living Managed Skilled Nursing Assisted Living Owned Leased Memory Care 5 (Properties) (% of Total) (Properties) (% of Total) 59,026 52% 14,055 12% 34,449 31% 5,164 5% 38,442 34% 55,352 49% 18,900 17%

Residents Ability to share best practices across two leading care providers Seamless transition with continuity of community associates Expanded and better-coordinated services and programs Associates Shareholders Better systems and best practices to support associates More opportunities to enhance career planning, mobility & training Strong national brand increases ability to recruit and retain talent Substantial synergies and potential for upside drives value Improved brand and larger market cap. strengthens recognition Mix of owned, leased, and managed maximizes upside optionality 6 Merger Significantly Benefits All Stakeholders

Grow Real Estate Value Underlying value of owned real estate increases through organic growth Significant value embedded in post-merger purchase options Up to $350 – $400mm of embedded value, or $2.00 – $2.30 per share Achieve CFFO (1) accretion by deploying capital in ESC assets (“Program Max 2.0”) Every $100mm of capital could drive +$12 - $15mm, or +$0.04 - $0.05 CFFO per share 7 (1) Cash From Facility Operations (CFFO) - See reconciliations of Non-GAAP measures at the end of the presentation (2) Assumes 7% EBITDA growth and 6.5% cap rate. (Incremental Value/Share) (EBITDA Growth $mm) Incremental Owned Real Estate Value/Share (2) Growth $2.91 $6.02 $9.34 $32 $67 $104 $0 $20 $40 $60 $80 $100 $120 $0.00 $2.00 $4.00 $6.00 $8.00 $10.00 Year 1 Year 2 Year 3

Merger strengthens BKD’s national presence, supports rate and occupancy growth 512 new communities; 6.5 million people +80 years old now within 10 miles of a community Increases geographic presence to 330 markets in 46 states Cost-effective ability to drive brand recognition for ESC properties Leverage BKD’s existing national TV & magazine campaign, which was initiated in 2013 Organic Growth – Brand Recognition 8 Brand Supports Leading Rate Growth (1) NIC Top 100, 2013. 1.0% 2.0% 3.0% BKD Industry (Rate Growth %) (1)

Revenue Synergies – Healthcare Delivery A significant portion of healthcare spend occurs in the later years of life Capture part of $4.5bn of healthcare spend per year generated by 100K residents Earning 1% of $4.5bn would drive $45mm of revenue 9 An Integrated Post-Acute Care Spectrum (1) Senior Living Community Services Skilled Nursing Hospitalization Wellness Programs Geriatric Assessment Case/Disease Management Independent Living Assisted Living Home Health Care Palliative Care Hospice Inpatient Rehab Home Care Outpatient Therapies Current BKD Services Potential BKD Services (1) Source: The Advisory Board

Revenue Synergies – Track Record BKD has a successful track record in capturing resident healthcare spend by offering new products and services, including home health and therapy  Expansion of existing home health and therapy services to ESC markets would generate $100mm of revenue, or $0.14 per share of accretion for year 3 Historical BKD Ancillary Results Potential Impact of Rollout to ESC (Revenue $mm) (Revenue $mm) 10 $78 $103 $150 $190 $206 $225 $242 $0 $50 $100 $150 $200 $250 2007 2008 2009 2010 2011 2012 2013 $38 $63 $88 $101 $0 $20 $40 $60 $80 $100 $120 2014P 2015P 2016P 2017P

Cost Synergies Combined company is expected to benefit from scale Up to $45mm of G&A and property level operating expense synergies Nationwide Presence Estimated Cost Savings G&A $25mm Property Level OpEx $20mm Total $45mm Per Share $0.26 11

Financial Impact (1) Based on 2013 Brookdale and Emeritus public reporting, excludes synergies. (2) Note: See reconciliations of Non-GAAP measures at the end of the presentation Revenues $4.9bn Adj. EBITDA $867mm CFFO $401mm Net Debt to EBITDA (1) Strong balance sheet available to capitalize on real estate opportunities Post-merger leverage consistent with historical levels and BKD target Pro Forma Acq. Summary (1) 12 5.6x 6.2x 6.0x 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x Pre Acquisition Post Acquisition Target

Transaction Rationale Value of Owned Real Estate Value of owned real estate increases as EBITDA grows Unlock up to $350mm to $400mm of embedded value in purchase options Deploy capital in ESC assets (“Program Max 2.0”) Revenue Synergies Offer new products/services to 100K residents with $4.5bn of annual healthcare spend Expansion of existing products/services – drive up to $100mm of synergies per year Cost Synergies Significant cost synergies resulting from greater scale Expect to reduce operating expenses by up to $45mm annually Combined company will be largest senior living solutions platform in the U.S. – create significant shareholder value in evolving post-acute market 13 (1) Note: See reconciliations of Non-GAAP measures at the end of the presentation 1 2 3

Potential for Merger to Drive Upside Management Base Case – Year 3 Accretion G&A $0.14 Property Level OpEx $0.12 New Ancillary Services $0.14 Total CFFO/Share Accretion $0.40 Levers for Potential Upside Value of purchase options Program Max 2.0 at ESC properties Implement innovative products/services to capture residents’ healthcare spend Additional synergies and cost savings 14 (1) Note: See reconciliations of Non-GAAP measures at the end of the presentation

Roadmap to Closing 1. Customary regulatory and lender approvals 2. BKD and ESC shareholder approvals 3. Closing expected in the third quarter of 2014 15

Brookdale Non-GAAP Financial Measure Definitions 16 Adjusted EBITDA Adjusted EBITDA is a measure of operating performance that is not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”).  Adjusted EBITDA should not be considered in isolation or as a substitute for net income, income from operations or cash flows provided by or used in operations, as determined in accordance with GAAP.  Adjusted EBITDA is a key measure of the Company's operating performance used by management to focus on operating performance and management without mixing in items of income and expense that relate to long-term contracts and the financing and capitalization of the business.  We define Adjusted EBITDA as net income (loss) before provision (benefit) for income taxes, non-operating (income) expense items, (gain) loss on sale or acquisition of communities (including  gain (loss) on facility lease termination), depreciation and amortization (including non-cash impairment charges), straight-line lease expense (income), amortization of deferred gain, amortization of deferred entrance fees, non-cash stock-based compensation expense, and change in future service obligation and including entrance fee receipts and refunds (excluding (i) first generation entrance fee receipts from the sale of units at a recently opened entrance fee CCRC prior to stabilization and (ii) first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community prior to stabilization). Cash From Facility Operations Cash From Facility Operations (CFFO) is a measurement of liquidity that is not calculated in accordance with GAAP and should not be considered in isolation as a substitute for cash flows provided by or used in  operations, as determined in accordance with GAAP.  We define CFFO as net cash provided by (used in) operating activities adjusted for changes in operating assets and liabilities, deferred interest and fees added to principal, refundable entrance fees received, first generation entrance fee receipts at a recently opened entrance fee CCRC prior to stabilization, entrance fee refunds disbursed adjusted for first generation entrance fee refunds not replaced by second generation entrance fee receipts at the recently opened community prior to stabilization, lease financing debt amortization with fair market value or no purchase options, gain (loss) on facility lease termination, recurring capital expenditures (net), distributions from unconsolidated ventures from cumulative share of net earnings, CFFO from unconsolidated ventures, and other.  Recurring capital expenditures include routine expenditures capitalized in accordance with GAAP that are funded from current operations.  Amounts excluded from recurring capital expenditures consist primarily of major projects, renovations, community repositionings, expansions, systems projects or other non-recurring or unusual capital items (including integration capital expenditures) or community purchases that are funded using lease or financing proceeds, available cash and/or proceeds from the sale of communities that are held for sale.

Brookdale Adjusted EBITDA Reconciliation The table below reconciles Adjusted EBITDA from net loss for the three months and years ended December 31, 2013 and 2012 (in thousands): (1) The calculation of Adjusted EBITDA includes integration, transaction-related and EMR roll-out costs of $4.1 million and $14.5 million for the three months and year ended December 31, 2013, respectively. The calculation of Adjusted EBITDA includes integration, transaction-related and EMR roll-out costs of $7.2 million and $23.5 million for the three months and year ended December 31, 2012, respectively. (2)  Includes the receipt of refundable and non-refundable entrance fees. 17 2013 2012 2013 2012 Net loss (975) $                       (24,692) $                 (3,584) $                (66,467) $                  (Benefit) provision for income taxes (1,516) (1,040) 1,756 1,519 Equity in (earnings) loss of unconsolidated ventures (493) 3,277 (1,484) 3,488 Loss on extinguishment of debt 319 - 1,265 221 Other non-operating income (1,360) (201) (2,725) (593) Interest expense: Debt 24,840 24,492 96,131 98,183 Capitalized lease obligation 6,029 7,103 25,194 30,155 Amortization of deferred financing costs and debt discount 4,037 4,479 17,054 18,081 Change in fair value of derivatives and amortization (386) (7) (980) 364 Interest income (312) (1,792) (1,339) (4,012) Income from operations 30,183 11,619 131,288 80,939 Gain on facility lease termination - (8,804) - (11,584) Loss on acquisition - - - 636 Depreciation and amortization 68,200 62,500 268,757 252,281 Asset impairment 10,233 19,348 12,891 27,677 Straight-line lease expense 347 1,344 2,597 6,668 Amortization of deferred gain (1,093) (1,093) (4,372) (4,372) Amortization of entrance fees (7,831) (6,527) (29,009) (25,362) Non-cash stock-based compensation expense 5,202 6,335 25,978 25,520 Change in future service obligation (1,917) 2,188 (1,917) 2,188 Entrance fee receipts (2) 32,482 22,890 92,331 82,705 Entrance fee disbursements (10,821) (7,801) (35,325) (27,356) Adjusted EBITDA 124,985 $                  101,999 $                463,219 $            409,940 $                 Three Months Ended December 31 (1) , Years Ended December 31 (1) ,

Brookdale Cash From Facility Operations Reconciliation 18 2013 2012 2013 2012 Net cash provided by operating activities 117,046 $                       82,991 $              366,121 $               290,969 $           Changes in operating assets and liabilities (27,473) (14,772) (33,198) (20,698) 18,875 13,088 48,140 42,600 Entrance fee refunds disbursed (10,821) (7,801) (35,325) (27,356) Recurring capital expenditures, net (10,786) (10,168) (42,901) (38,306) Lease financing debt amortization with fair market value or no purchase options (3,594) (3,132) (13,927) (12,120) (602) (72) (2,691) (1,507) CFFO from unconsolidated ventures 1,825 1,279 7,804 5,376 Cash From Facility Operations 84,470 $                         61,413 $              294,023 $               238,958 $           The table below reconciles CFFO from net cash provided by operating activities for the three months and years ended December 31, 2013 and 2012 (in thousands): (1) The calculation of Cash From Facility Operations includes integration, transaction-related and EMR roll-out costs of $4.1 million and $14.5 million for the three months and year ended December 31, 2013, respectively. The calculation of Cash From Facility Operations includes integration, transaction-related and EMR roll-out costs of $7.2 million and $23.5 million for the three months and year ended December 31, 2012, respectively. (2)  Total entrance fee receipts for the three months ended December 31, 2013 and 2012 were $32.5 million and $22.9 million, respectively, including $13.6 million and $9.8 million, respectively, of non-refundable entrance fee receipts included in net cash provided by operating activities.  Total entrance fee receipts for the years ended December 31, 2013 and 2012 were $92.3 million and $82.7 million, respectively, including $44.2 million and $40.1 million, respectively, of non-refundable entrance fee receipts included in net cash provided by operating activities. Refundable entrance fees received (2) Three Months Ended December 31 (1) , Years Ended December 31 (1) , Distributions from unconsolidated ventures from cumulative share of net earnings

Emeritus Non-GAAP Financial Measure Definitions Adjusted EBITDA/EBITDAR and CFFO are financial measures of operating performance that are not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company believes that these non-GAAP measures are useful in identifying trends in day-to-day performance because they exclude items that are of little or no significance to operations and provide indicators to management of progress in achieving optimal operating performance. In addition, these measures are used by many research analysts and investors to evaluate the performance and the value of companies in the senior living industry. The Company strongly urges you to review the reconciliation of net loss to Adjusted EBITDA/EBITDAR and the reconciliation of net cash provided by operating activities to CFFO, provided below, along with the Company’s consolidated balance sheets, statements of operations, and statements of cash flows. The Company defines Adjusted EBITDA/EBITDAR and CFFO and provides other information about these non-GAAP measures in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, to be filed with the SEC. 19

Emeritus Adjusted EBITDA/EBITDAR Reconciliation The table below shows the reconciliation of net loss to Adjusted EBITDA/EBITDAR for the three months and year ended December 31, 2013 and 2012 (in thousands): 20 Three Months Ended Year Ended December 31, December 31, 2013 2012 2013 2012 Net loss $ (49,059) $ (27,525) $ (152,970) $ (85,075) Depreciation and amortization 45,869 42,605 181,483 140,629 Interest income (116) (105) (462) (408) Interest expense 71,659 60,862 287,389 176,945 Net equity losses for unconsolidated joint ventures 32 76 125 576 Income tax (benefit) provision (1,480) (2,078) 639 (1,158) Loss from discontinued operations 5,878 — 11,100 7,705 Amortization of above/below market rents 1,230 1,309 4,930 6,299 Amortization of deferred gains (230) (264) (957) (1,046) Loss on early extinguishment of debt 207 53 204 186 Stock-based compensation 4,154 2,727 14,505 11,046 Change in fair value of derivative financial instruments 83 29 6 948 Deferred revenue (30) (620) 2,605 (1,375) Deferred straight-line rent 3,419 2,859 4,788 6,080 Impairment of long-lived assets 8,227 — 8,227 2,135 Transaction and financing costs 3,904 3,284 5,737 5,923 Transition costs 1,142 — 2,189 — Self-insurance reserve adjustments, prior years 5,952 3,560 19,376 5,996 Adjusted EBITDA 100,841 86,772 388,914 275,406 Lease expense 45,157 29,446 142,498 114,382 Adjusted EBITDAR $ 145,998 $ 116,218 $ 531,412 $ 389,788

Emeritus Cash From Facility Operations Reconciliation The following table shows the reconciliation of net cash provided by operating activities to CFFO and Adjusted CFFO (in thousands): 21 Three Months Ended Year Ended December 31, December 31, 2013 2012 2013 2012 Net cash provided by operating activities $ 4,348 $ 5,937 $ 98,189 $ 116,558 Changes in operating assets and liabilities, net 25,002 17,005 20,092 (14,735) Repayment of capital lease and financing obligations (7,664) (5,432) (27,146) (17,882) Recurring capital expenditures (7,780) (9,303) (26,473) (23,947) Distributions from unconsolidated joint ventures (a) 1 161 472 1,177 Cash From Facility Operations 13,907 8,368 65,134 61,171 Transaction costs 3,904 3,030 5,737 5,510 Transition costs 1,142 — 2,189 — Self-insurance reserve adjustments, prior years 5,952 3,560 19,376 5,996 Unusual income tax items (b) — 3,048 — 3,048 Adjusted Cash From Facility Operations $ 24,905 $ 18,006 $ 92,436 $ 75,725 CFFO per share $ 0.30 $ 0.19 $ 1.40 $ 1.37 Adjusted CFFO per share $ 0.53 $ 0.40 $ 1.99 $ 1.69 (a)  Excludes distributions resulting from the Blackstone JV transaction, the sale of communities and refinancing of debt. (b)  Consists of state tax expense related to the taxable gain on the Blackstone JV transaction.