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Table of Contents
                            Cover Page
FORM 10-K
EXHIBIT 10.41
EXHIBIT 10.44
EXHIBIT 10.126
EXHIBIT 21
EXHIBIT 23.1
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2
                        
Document Text Contents
Page 2

Table of Contents


UNITED 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, 2011

Commission File Number 1-16499




SUNRISE SENIOR LIVING, INC.
(Exact name of registrant as specified in its charter)



Delaware 54-1746596
(State or other jurisdiction

incorporation or organization)
(I.R.S. Employer

Identification No.)
7900 Westpark Drive

McLean, VA 22102
(Address of principal

executive offices)
(Zip Code)

Registrant's telephone number, including area code: (703) 273-7500
Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class Name of Each Exchange on Which Registered
Common stock, $.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 No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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 No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and 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 No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 III of this Form 10-K or any amendment to
this Form 10-K.

Indicate by check 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 "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer Accelerated filer
Non-accelerated filer (Do not check if a 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 Exchange Act). Yes No

The aggregate market value of the Registrant's Common Stock held by non-affiliates based upon the closing price of $9.53 per share on the New York
Stock Exchange on June 30, 2011 was $515.7 million. Solely for the purposes of this calculation, all directors and executive officers of the registrant are
considered to be affiliates.

The number of shares of Registrant's Common Stock outstanding was 57,662,303 at February 17, 2012.



DOCUMENTS INCORPORATED BY REFERENCE

Portions of our 2012 annual meeting proxy statement are incorporated by reference into Part III of this report.

Page 115

Table of Contents

Consolidated Communities includes the results from the operation of wholly-owned and leased Sunrise senior living communities in the United
States and Canada, excluding allocated management fees from our North American Management segment of $12.8 million, $10.0 million and $8.3
million for 2011, 2010 and 2009, respectively.

United Kingdom Management includes the results from management of Sunrise senior living communities in the United Kingdom owned in
ventures.

Our community support office is located in McLean, Virginia, with a smaller regional center located in the U.K. Our North American community
support office provides centralized operational functions. As a result, our community-based team members are able to focus on delivering excellent care and
service consistent with our resident-centered operating philosophy.

Segment results are as follows (in thousands):

For the Year Ended December 31, 2011



North
American

Management
Consolidated
Communities

United
Kingdom

Management Corporate Total
Operating revenue:

Management fees $ 81,350 $ 0 $ 14,782 $ 0 $ 96,132
Buyout fees 3,685 0 0 0 3,685
Resident fees for consolidated communities 66,124 397,940 0 0 464,064
Ancillary fees 30,544 0 0 0 30,544
Professional fees from development, marketing and other 0 0 843 1,655 2,498
Reimbursed costs incurred on behalf of managed communities 706,934 0 8,356 0 715,290
















Total operating revenues 888,637 397,940 23,981 1,655 1,312,213
Operating expenses:

Community expense for consolidated communities 40,793 292,698 0 0 333,491
Community lease expense 17,961 58,483 0 0 76,444
Depreciation and amortization 3,076 26,141 0 8,306 37,523
Ancillary expenses 28,396 0 0 0 28,396
General and administrative 0 0 13,899 100,575 114,474
Carrying costs of liquidating trust assets 0 0 0 2,456 2,456
Gain on financial guarantees (2,100) 0 0 0 (2,100)
Provision for doubtful accounts 1,886 1,308 0 608 3,802
Impairment of long-lived assets 0 4,623 0 8,111 12,734
Costs incurred on behalf of managed communities 710,674 0 8,485 0 719,159
















Total operating expenses 800,686 383,253 22,384 120,056 1,326,379
















Income (loss) from operations $ 87,951 $ 14,687 $ 1,597 $ (118,401) $ (14,166)




















Interest expense $ 0 $ 0 $ 0 $ (18,320) $ (18,320)
Sunrise's share of earnings (loss) and return on investment in unconsolidated entities 0 0 4,592 (1,963) 2,629
Investments in unconsolidated communities 0 0 28,062 14,863 42,925
Segment assets 218,031 649,540 42,899 207,898 1,118,368
Expenditures for long-lived assets 0 3,348 0 8,013 11,361


110

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Table of Contents



For the Year Ended December 31, 2010



North
American

Management
Consolidated
Communities

United
Kingdom

Management Corporate Total
Operating revenue:

Management fees $ 95,807 $ 0 $ 12,025 $ 0 $ 107,832
Buyout fees 63,286 0 0 0 63,286
Resident fees for consolidated communities 23,507 331,207 0 0 354,714
Ancillary fees 43,136 0 0 0 43,136
Professional fees from development, marketing and other 0 0 3,177 1,101 4,278
Reimbursed costs incurred on behalf of managed communities 815,221 0 12,019 0 827,240
















Total operating revenues 1,040,957 331,207 27,221 1,101 1,400,486
Operating expenses:

Community expense for consolidated communities 16,446 246,447 0 0 262,893
Community lease expense 1,582 58,133 0 0 59,715
Depreciation and amortization 12,441 15,992 0 12,204 40,637
Ancillary expenses 40,504 0 0 0 40,504
General and administrative 0 0 11,325 115,241 126,566
Carrying costs of liquidating trust assets 0 0 0 3,146 3,146
Accounting Restatement, Special Independent Committee inquiry, SEC investigation

and stockholder litigation 0 0 0 (1,305) (1,305)
Restructuring costs 0 0 0 11,690 11,690
Provision for doubtful accounts 3,824 921 0 1,409 6,154
Loss on financial guarantees and other contracts 518 0 0 0 518
Impairment of long-lived assets 0 826 0 4,821 5,647
Costs incurred on behalf of managed communities 818,987 0 12,021 0 831,008
















Total operating expenses 894,302 322,319 23,346 147,206 1,387,173
















Income (loss) from operations $ 146,655 $ 8,888 $ 3,875 $(146,105) $ 13,313




















Interest expense $ 0 $ 0 $ 0 $ (7,707) $ (7,707)
Sunrise's share of earnings (loss) and return on investment in unconsolidated entities 0 0 9,373 (1,852) 7,521
Investments in unconsolidated communities 0 0 27,007 11,668 38,675
Segment assets 155,884 242,229 36,626 266,719 701,458
Expenditures for long-lived assets 380 10,121 0 5,062 15,563

For the Year Ended December 31, 2009



North
American

Management
Consolidated
Communities

United
Kingdom

Management Corporate Total
Operating revenue:

Management fees $ 101,755 $ 0 $ 10,712 $ 0 $ 112,467
Buyout fees 0 0 0 0 0
Resident fees for consolidated communities 21,403 317,722 0 0 339,125
Ancillary fees 43,630 0 1,767 0 45,397
Professional fees from development, marketing and other 0 0 5,995 7,198 13,193
Reimbursed costs incurred on behalf of managed communities 931,867 0 10,942 0 942,809
















Total operating revenues 1,098,655 317,722 29,416 7,198 1,452,991
Operating expenses:

Community expense for consolidated communities 15,913 242,055 0 0 257,968
Community lease expense 1,525 57,790 0 0 59,315
Depreciation and amortization 13,243 15,443 0 17,092 45,778
Ancillary expenses 40,594 0 1,863 0 42,457
General and administrative 0 0 15,438 111,502 126,940
Write-off of capitalized project costs 0 0 0 14,879 14,879
Accounting Restatement, Special Independent Committee inquiry, SEC investigation

and stockholder litigation 0 0 0 3,887 3,887
Restructuring costs 0 0 1,577 30,957 32,534
Provision for doubtful accounts 10,664 1,609 0 978 13,251
Loss on financial guarantees and other contracts 2,053 0 0 0 2,053
Impairment of long-lived assets 0 0 0 29,439 29,439
Costs incurred on behalf of managed communities 938,389 0 10,942 0 949,331
















Total operating expenses 1,022,381 316,897 29,820 208,734 1,577,832
















Income (loss) from operations $ 76,274 $ 825 $ (404) $(201,536) $ (124,841)




















Interest expense $ 0 $ 0 $ 0 $ (10,273) $ (10,273)

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