##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
      Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended December 31,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file
    number: 1-13445
      Capital Senior Living
    Corporation
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

75-2678809(I.R.S. Employer
    Identification No.)14160 Dallas Parkway, Suite 300
    Dallas, Texas(Address of principal
    executive offices)

75254(Zip
    Code)   Registrants telephone number, including area code:
 (972) 770-5600
      Securities registered pursuant to Section 12(b) of the
    Act:
  Name of each exchangeTitle of each class

on which registeredCommon Stock, $.01 par value

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





CAPITAL
    SENIOR LIVING CORPORATION
  TABLE OF
    CONTENTS
  PageNumberPART IItem 1.


Business


2Item 1A.


Risk Factors


18Item 1B.


Unresolved Staff Comments


24Item 2.


Properties


24Item 3.


Legal Proceedings


25PART IIItem 5.


Market for Registrants Common Equity;
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


26Item 6.


Selected Financial Data


29Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


29Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


45Item 8.


Financial Statements and Supplementary Data


46Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


46Item 9A.


Controls and Procedures


46Item 9B.


Other Information


47PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


47Item 11.


Executive Compensation


47Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


47Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


47Item 14.


Principal Accounting Fees and Services


47PART IVItem 15.


Exhibits, Financial Statement Schedules


48Signatures


49Index to Financial Statements


F-1Index to ExhibitsEX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2   1




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PART I  ITEM 1.
    BUSINESS.  Overview
      Website
  www.capitalsenior.com Form 10-K, Form 10-Q, Form 8-K,
  Industry
    Background
    24-hour
     2




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Consumer
    Preference
      Demographics
    Senior
    Affluence
    Reduced
    Reliance on Family Care
   3




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Restricted
    Supply of Nursing Beds
  start-up
  Cost-Containment
    Pressures
    Operating
    Strategy
    Provide
    a Broad Range of Quality Personalized Care
    Offer
    Services Across a Range of Pricing Options
   4




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Improve
    Occupancy Rates
  on-site
  Improve
    Operating Efficiencies
    Emphasize
    Employee Training and Retention
  on-site
  Senior
    Living Services
     5




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Independent
    Living Services
    24-hour
  Assisted
    Living Services
      Personal Care Services.
  Support Services.
  Supplemental Services.
   6




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Continuing
    Care Retirement Community Services
  24-hour-per-day
  Home
    Care Services
    Operating
    Communities
    Resident Capacity(1)





CommencementCommunity



Units


IL


AL


CCRC


Total


Ownership(2)


of Operations(3)Owned:Canton Regency

Canton, OH


291











357



357



100
%


03/91Gramercy Hill

Lincoln, NE


146



62



103







165



100
%


10/98Heatherwood

Detroit, MI


158



185











185



100
%


01/92Independence Village

East Lansing, MI


151



161











161



100
%


08/00Independence Village

Peoria, IL


158



166











166



100
%


08/00Independence Village

Raleigh, NC


165



177











177



100
%


08/00Independence Village

Winston-Salem, NC


156



161











161



100
%


08/00Sedgwick Plaza

Wichita, KS


144



134



35







169



100
%


08/00Waterford at Columbia

Columbia, SC


120



141











141



100
%


11/00Waterford at Deer Park

Deer Park, TX


120



144











144



100
%


11/00Waterford at Edison Lakes

South Bend, IN


120



141











141



100
%


12/00 7




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Resident Capacity(1)





CommencementCommunity



Units


IL


AL


CCRC


Total


Ownership(2)


of Operations(3)Waterford at Fairfield

Fairfield, OH


120



140











140



100
%


11/00Waterford at Fort Worth

Fort Worth, TX


151



176











176



100
%


06/00Waterford at Highland Colony

Jackson, MS


120



143











143



100
%


11/00Waterford at Huebner

San Antonio, TX


120



135











135



100
%


04/99Waterford at Ironbridge

Springfield, MO


119



142











142



100
%


06/01Waterford at Mansfield

Mansfield, OH


119



142











142



100
%


10/00Waterford at Mesquite

Mesquite, TX


154



176











176



100
%


09/99Waterford at Pantego

Pantego, TX


120



143











143



100
%


12/00Waterford at Plano

Plano, TX


136



109



57







166



100
%


12/00Waterford at Shreveport

Shreveport, LA


117



136











136



100
%


03/99Waterford at Thousand Oaks

San Antonio, TX


120



135











135



100
%


05/00Wellington at Arapaho

Richardson, TX


137



112



57







169



100
%


05/02Wellington at North Richland Hills, TX

North Richland Hills, TX


119



139











139



100
%


01/02Wellington at Oklahoma City

Oklahoma City, OK


120



143











143



100
%


11/003,501



3,443



252



357



4,052Leased:Ventas:Amberleigh

Buffalo, NY


267



387











387



N/A



01/92Cottonwood Village

Cottonwood, AZ


163



131



58







189



N/A



03/91Crown Pointe

Omaha, NE


134



139



26







165



N/A



08/00Georgetowne Place

Fort Wayne, IN


162



242











242



N/A



10/05Harrison at Eagle
    Valley4

Indianapolis, IN


124



138











138



N/A



03/91Rose Arbor

Maple Grove, MN


137



86



87







173



N/A



06/06Towne Centre

Merrillville, IN


327











358



358



N/A



03/91Villa Santa Barbara

Santa Barbara, CA


126



64



62







126



N/A



08/00West Shores

Hot Springs, AR


137



131



42







173



N/A



08/00Whitley Place

Keller, TX


47







65







65



N/A



02/08HCN:The Waterford at Ames

Ames, IA


59







122







122



N/A



02/06The Waterford at Miracle Hills

Omaha, NE


64







70







70



N/A



03/06The Waterford at Roxbury Park

Omaha, NE


62







70







70



N/A



02/06The Waterford at Van Dorn

Lincoln, NE


68







84







84



N/A



02/06The Waterford at Woodbridge

Plattsmouth, NE


40







45







45



N/A



02/06Keepsake Village of Columbus

Columbus, IN


42







48







48



N/A



08/06The Hearth at Prestwick

Avon, IN


132







150







150



N/A



08/06The Hearth at Windermere

Fishers, IN


126







150







150



N/A



08/06Spring Lake

Paris, TX


52







70







70



N/A



09/10Pecan Point

Sherman, TX


52







70







70



N/A



09/10Santa Fe Trails

Cleburne, TX


52







70







70



N/A



09/10Walnut Creek

Mansfield, TX


52







70







70



N/A



09/10 8




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Resident Capacity(1)





CommencementCommunity



Units


IL


AL


CCRC


Total


Ownership(2)


of Operations(3)Martin Crest

Weatherford, TX


52







70







70



N/A



09/10Azalea Trails

Tyler, TX


52







70







70



N/A



09/10Hawkins Creek

Longview, TX


52







70







70



N/A



09/10Magnolia Court

Nacogdoches, TX


52







70







70



N/A



09/10Buffalo Creek

Waxahachie, TX


52







70







70



N/A



09/10Dogwood Trails

Palestine, TX


61







72







72



N/A



09/10Stonefield

McKinney, TX


74







90







90



N/A



09/10Heritage Oaks

Conroe, TX


74







90







90



N/A



09/10HCP:Atrium of Carmichael

Sacramento, CA


152



155











155



N/A



01/92Covenant Place of Abilene

Abilene, TX


50







55







55



N/A



08/04Covenant Place of Burleson

Burleson, TX


74







80







80



N/A



08/04Covenant Place of Waxahachie

Waxahachie, TX


50







55







55



N/A



08/04Crescent Place

Cedar Hill, TX


80







85







85



N/A



11/05Crescent Point

Cedar Hill, TX


112



134











134



N/A



08/04Crosswood Oaks

Sacramento, CA


121



127











127



N/A



01/92Good Place

North Richland


72







80







80



N/A



08/04Hills, TXMeadow Lakes

North Richland


120



145











145



N/A



08/04Hills, TXTesson Heights

St. Louis, MO


184



134



72







206



N/A



10/98Veranda Club

Boca Raton, FL


141



182











182



N/A



01/92Charlotte Square

Charlotte, NC


73







125







125



N/A



12/06Chesapeake Place

Chesapeake, VA


87







153







153



N/A



12/06Greenville Place

Greenville, SC


87







153







153



N/A



12/06Myrtle Beach Estates

Myrtle Beach, SC


80







142







142



N/A



12/064,377



2,195



2,961



358



5,514Affiliates:SHPII/CSL:Libertyville

Libertyville, IL


197



208



45







253



5
%


03/01Naperville

Naperville, IL


193



186



45







231



5
%


01/01Summit

Summit, NJ


88







98







98



5
%


11/00Trumbull

Trumbull, CT


150



136



42







178



5
%


09/00SHPIII/CSL:Levis Commons

Toledo, OH


146



152



55







207



10
%


04/09Miami

Miamisburg, OH


146



150



90







240



10
%


08/08Richmond Heights

Richmond Heights, OH


141



152



75







227



10
%


04/091,061



984



450







1,434Total




8,939



6,622



3,663



715



11,000     (1)
    
    Independent living (IL) residences, assisted living (AL)
    residences and continuing care retirement community (CCRC) beds.(2)
    
    Those communities shown as 5% owned consist of the
    Companys ownership of 5% of the member interests in
    SHPII/CSL (as defined below). Those communities shown as 10%
    owned consist of the Companys ownership of 10% of the
    member interests in SHPIII/CSL (as defined below). 9




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(3)
    
    Indicates the date on which the Company acquired or commenced
    operating the community. The Company operated certain of its
    communities pursuant to management agreements prior to acquiring
    interests in or leasing the communities.(4)
    
    The Companys home care agency is
    on-site at
    The Harrison at Eagle Valley community.  Management
    Contracts
            Development
    Agreement Guarantees
   10




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Growth
    Strategies
      Organic
    Growth
  lease-up on-site
  Expansion
    and Conversion of Existing Communities
  and/or
  Pursue
    Strategic Acquisitions
   11




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Expand
    Referral Networks
    Operations
  Centralized
    Management
      Regional
    Management
      Community-Based
    Management
  day-to-day
  and/or
 12




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Quality
    Assurance
    Resident and Residents Family Input. day-to-day On-site on-site on-site,
  Regular Community Inspections. and/or
  Independent Service Evaluations. on-site
  Marketing
  on-site on-site On-site on-site
 13




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on-site
  on-site
  on-site
  Government
    Regulation
           14




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Competition
   15




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Employees
    Executive
    Officers and Other Key Employees of the Registrant
    Name

Age

Position(s) with the CompanyLawrence A. Cohen


57


Chief Executive Officer and Vice Chairman of the BoardKeith N. Johannessen


54


President and Chief Operating OfficerRalph A. Beattie


61


Executive Vice President and Chief Financial OfficerRob L. Goodpaster


57


Vice President  National MarketingDavid W. Beathard, Sr.


63


Vice President  OperationsDavid R. Brickman


52


Vice President, Secretary and General CounselJoseph G. Solari


46


Vice President  Corporate DevelopmentGloria Holland


43


Vice President  FinanceGlen H. Campbell


66


Vice President  DevelopmentRobert F. Hollister


55


Property Controller   Lawrence A. Cohen
  Keith N. Johannessen
  Ralph A. Beattie
 16




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Rob L. Goodpaster
  David W. Beathard, Sr.
  David R. Brickman
  Joseph G. Solari
  Gloria M. Holland
  Glen H. Campbell
  Robert F. Hollister,
  Subsidiaries
  Form 10-K
 17




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ITEM 1A.
    RISK
    FACTORS.  and/or
  We
    have significant debt and our failure to generate cash flow
    sufficient to cover required interest and principal payments
    could result in defaults of the related debt.
    We
    have significant operating lease obligations and our failure to
    generate cash flows sufficient to cover these lease obligations
    could result in defaults under the lease
    agreements.
    Our
    failure to comply with financial covenants and other
    restrictions contained in debt instruments and lease agreements
    could result in the acceleration of the related debt or lease or
    in the exercise of other remedies.
      
    require us to meet specified financial tests at the subsidiary
    company level, which include, but are not limited to, tangible
    net worth requirements;
    require us to meet specified financial tests at the community
    level, which include, but are not limited to, occupancy
    requirements and lease coverage tests; and
    require consent for changes in control of us. 18




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We
    will require additional financing and/or refinancings in the
    future and may issue equity securities.
  and/or
  Any
    future floating rate debt and lease obligations could expose us
    to rising interest rates.
    We
    cannot assure that we will be able to effectively manage our
    growth.
  and/or
  We
    cannot assure that we will attempt to, or be able to, acquire
    additional senior living communities, or expand existing senior
    living communities.
   19




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Termination
    of resident agreements and resident attrition could affect
    adversely our revenues and earnings.
    We
    largely rely on private pay residents and circumstances that
    adversely affect the ability of the elderly to pay for our
    services could have a material adverse effect on
    us.
    We are
    subject to risks related to third-party management
    agreements.
  start-up
  Failure
    to perform our obligations under our joint venture arrangements
    could have a material adverse effect on us.
   20




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The
    senior living services industry is very competitive and some
    competitors may have substantially greater financial resources
    than us.
  not-for-profit
  We
    rely on the services of key executive officers and the loss of
    these officers or their services could have a material adverse
    effect on us.
    A
    significant increase in our labor costs could have a material
    adverse effect on us.
  day-to-day
 21




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There
    is an inherent risk of liability in the provision of personal
    and health care services, not all of which may be covered by
    insurance.
      We are
    subject to government regulations and compliance, some of which
    are burdensome and some of which may change to our detriment in
    the future.
     22




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We may
    be subject to liability for environmental damages.
  clean-up
 23




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Anti-takeover
    provisions in our governing documents, governing law, material
    agreements and our shareholder rights plan may discourage, delay
    or prevent a merger or acquisition that our stockholders may
    consider favorable or prevent the removal of our current board
    of directors and management.
        Because
    we do not presently have plans to pay dividends on our common
    stock, stockholders must look solely to appreciation of our
    common stock to realize a gain on their
    investment.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.   24




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and/or
  ITEM 3.
    LEGAL
    PROCEEDINGS.   25




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES.  (a)
    Market
    Price of and Dividends on the Registrants Common Equity
    and Related Stockholder Matters.  Market
    Information and Holders
    2010


2009Year

High


Low


High


LowFirst Quarter

$
5.49


$
4.21


$
3.42


$
2.10Second Quarter


5.85



4.34



4.86



2.36Third Quarter


5.61



4.73



6.49



3.95Fourth Quarter


7.10



5.15



6.39



4.26   Dividends
    Securities
    Authorized for Issuance under Equity Compensation
    Plans
    Number of SecuritiesNumber of Securities to


Weighted-Average


Remaining Available forbe Issued Upon


Exercise Price of the


Future Issuance UnderExercise of Outstanding


Outstanding


Equity Compensation PlansOptions, Warrants and


Options, Warrants


(Excluding SecuritiesPlan Category

Rights


and Rights


Reflected in First Column )Equity compensation plans approved by security holders


516,334


$
4.44



1,810,375Equity compensation plans not approved by security holders










Total


516,334


$
4.44



1,810,375  26




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Performance
    Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    Among Capital Senior Living Corporation, The S&P 500
    Index,
    And A Peer Group
  
  *
    $100 invested on 12/31/05 in stock or index, including
    reinvestment of dividends.
    Fiscal year ending December 31.  ©
    Cumulative Total Returns12/05

12/06

12/07

12/08

12/09

12/10Capital Senior Living Corporation


100.00



102.90



96.03



28.82



48.55



64.80S & P 500


100.00



115.80



122.16



76.96



97.33



111.99Peer Group


100.00



133.37



98.06



21.71



51.83



62.73     (b)
    Recent
    Sales of Unregistered Securities; Use of Proceeds from
    Registered Securities.   27




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(c)
    Purchases
    of Equity Securities by the Issuer and Affiliated
    Purchasers.  Regulation S-K.
  Total Number of


Approximate DollarShares Purchased as


Value of SharesAverage


Part of Publicly


that May Yet BeTotal Number of


Price Paid


Announced Plans or


Purchased Under thePeriod

Shares Purchased


per Share


Programs


Plans or Programs(1)Total at December 31, 2009


349,800


$
2.67



349,800


$
9,065,571January 1  March 31, 2010














April 1  June 30, 2010














July 1  September 30, 2010














October 1  December 31, 2010














Total at December 31, 2010


349,800


$
2.67



349,800


$
9,065,571     (1)
    
    On January 22, 2009, the Companys board of directors
    approved a share repurchase program that authorized the Company
    to purchase up to $10.0 million of the Companys
    common stock. The repurchase program does not obligate the
    Company to acquire any particular amount of common stock and the
    share repurchase authorization has no stated expiration date.
    All shares that have been purchased by the Company under this
    program were purchased in open-market transactions. 28




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA.    At and for the Year Ended December 31,2010


2009


2008


2007


2006(In thousands, except per share data)Statements of Operations Data:Total revenues

$
211,929


$
191,991


$
193,274


$
189,052


$
159,070Income from operations(1)


18,515



16,612



17,015



20,006



14,068Net income (loss)


4,254



2,759



3,724



4,360



(2,600
)Net income (loss) per share:Basic income (loss) per share


0.16



0.10



0.14



0.17



(0.10
)Diluted income (loss) per share

$
0.16


$
0.10


$
0.14


$
0.16


$
(0.10
)Balance Sheet Data:Cash and cash equivalents

$
31,248


$
28,972


$
25,880


$
23,359


$
25,569Working capital(2)


31,434



18,796



13,799



12,919



15,331Total assets


382,781



380,503



388,120



390,053



394,488Long-term debt, excluding current portion


170,026



173,822



177,541



185,733



196,647Stockholders equity

$
163,823


$
158,130


$
155,149


$
150,157


$
144,084Other Data:Communities (at end of period)Owned or leased


70



50



50



49



48Joint ventures & managed


7



16



14



15



16Total


77



66



64



64



64Resident capacity:Owned or leased


9,566



7,950



7,701



7,636



7,551Joint ventures & managed


1,434



2,234



1,750



1,908



1,993Total


11,000



10,184



9,451



9,544



9,544     (1)
    
    Income from operations for fiscal 2007 and 2006 was revised to
    reduce facility lease costs to include amortization of deferred
    gains on sales of assets of $3,243 and $2,401, respectively,
    which had no impact on net income.(2)
    
    Working capital for fiscal 2007 and 2006 was revised to
    reclassify capital replacement reserves and certain escrow
    deposits of $220 and $76, respectively, from current assets to
    other assets, which had no impact on total assets.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.  Certain information contained in this report constitutes
    Forward-Looking Statements within the meaning of
    Section 27A of the Securities Act of 1933, as amended, and
    Section 21E of the Securities Exchange Act of 1934, as
    amended, which can be identified by the use of forward-looking
    terminology such as may, will,
    would, intend, could,
    believe, expect, anticipate,
    estimate or continue or the negative
    thereof or other variations thereon or comparable terminology.
    The Company cautions readers that forward-looking statements,
    including, without limitation, those relating to the
    Companys future business prospects, revenues, working
    capital, liquidity, capital needs, interest costs, and income,
    are subject to certain risks and uncertainties that could cause
    actual results to differ materially from those indicated in the
    forward-looking statements, due to several important
 29




---



##### Table of Contents



factors herein identified. These factors include the
    Companys ability to find suitable acquisition properties
    at favorable terms, financing, licensing, business conditions,
    risks of downturn in economic conditions generally, satisfaction
    of closing conditions such as those pertaining to licensure,
    availability of insurance at commercially reasonable rates, and
    changes in accounting principles and interpretations, among
    others, and other risks and factors identified from time to time
    in the Companys reports filed with the SEC.
  Overview
        Significant
    Financial and Operational Highlights
      15-year
  15-year
 30




---



##### Table of Contents



Joint
    Venture Transactions and Management Contracts
        Midwest I
    Transaction
     31




---



##### Table of Contents



Midwest II
    Transaction
      SHPII/CSL
    Transactions
      SHP III
    Transactions
       32




---



##### Table of Contents



CGIM
    Transaction
    Lease
    Transactions
  10-15 years
  10-year
  10-year
  15-year
 33




---



##### Table of Contents



Initial


Lease


DeferredNumber of


Value of




Lease


Acquisition


Gains / LeaseLandlord

Date of Lease

Communities


Transaction


Term

Rate(1)


Costs(2)


Concessions(3)Ventas

September 30, 2005


6


$
84.6


10 years
    (Two five-year renewals)


8
%

$
1.3


$
4.6Ventas

October 18, 2005


1



19.5


10 years
    (Two five-year renewals)


8
%


0.2



Ventas

March 31, 2006


1



29.0


10 years
    (Two five-year renewals)


8
%


0.1



14.3Ventas

June 8, 2006


1



19.1


9.5 years
    (Two five-year renewals)


8
%


0.4



Ventas

January 31, 2008


1



5.0


10 years
    (Two five-year renewals)


7.75
%


0.2



HCP

May 1, 2006


3



54.0


(4)
    (Two ten-year renewals)


8
%


0.2



12.8HCP

May 31, 2006


6



43.0


10 years 
    (Two ten-year renewals)


8
%


0.2



0.6HCP

December 1, 2006


4



51.0


(4)
    (Two ten-year renewals)


8
%


0.7



HCP

December 14, 2006


1



18.0


(4)
    (Two ten-year renewals)


7.75
%


0.3



HCP

April 11, 2007


1



8.0


(4)
    (Two ten-year renewals)


7.25
%


0.1



HCN

April 16, 2010


5



48.5


15 years
    (One 15-year
    renewal)


8.25
%


0.6



0.8HCN

May 1, 2010


3



36.0


15 years
    (One 15-year
    renewal)


8.25
%


0.2



0.4HCN

September 10, 2010


12



104.6


15 years
    (One 15-year
    renewal)


8.50
%


0.4



2.0Subtotal






4.9



35.5Accumulated amortization through December 31, 2010






(1.8
)


Accumulated deferred gain recognized through December 31,
    2010










(16.4
)Net lease acquisition costs / deferred gains / lease concessions
    as of December 31, 2010





$
3.1


$
19.1     (1)
    
    Initial lease rates are measured against agreed upon fair market
    values and are subject to conditional lease escalation
    provisions as forth in each lease agreement.(2)
    
    Lease acquisition costs are being amortized over the
    leases initial term.(3)
    
    Deferred gains of $32.9 million and lease concessions of
    $2.6 million are being recognized in the Companys
    statement of income as a reduction in facility lease expense
    over the leases initial term. Lease concessions of
    $0.6 million relate to the HCP transaction on May 31,
    2006, and $2.0 million relate to the Signature Transaction
    on September 10, 2010.(4)
    
    Initial lease term expires on October 31, 2018.       34




---



##### Table of Contents



Debt
    Transactions
  7-month
    12-month
      10-month
  10-month
      Recent
    Events
    Critical
    Accounting Policies
   35




---



##### Table of Contents



Revenue
    Recognition
              Investments
    in Joint Ventures
    Development
    Agreement Guarantees
   36




---



##### Table of Contents



Assets
    Held for Sale
    Lease
    Accounting
      Long-Lived
    Assets
     37




---



##### Table of Contents



Income
    Taxes
      Recently
    Issued Accounting Guidance
  2010-24,
  810-10
 38




---



##### Table of Contents



Results
    of Operations
    Year Ended December 31,2010


2009


2008$


%


$


%


$


%Revenues:Resident and healthcare revenue

$
196,936



92.9
%

$
171,194



89.2
%

$
172,025



89.0
%Unaffiliated management services revenue


60



0.0



72



0.0



194



0.1Affiliated management services revenue


2,044



1.0



2,698



1.4



4,882



2.5Community reimbursement income


12,889



6.1



18,027



9.4



16,173



8.4Total revenues


211,929



100.0



191,991



100.0



193,274



100.0Expenses:Operating expenses (exclusive of facility lease expense and
    depreciation and amortization shown below)


119,614



56.4



104,790



54.6



107,315



55.5General and administrative expenses


11,535



5.5



11,883



6.2



13,654



7.1Facility lease expense


34,253



16.2



25,872



13.4



25,057



13.0Provision for bad debts


174



0.1



344



0.2



556



0.3Stock-based compensation


919



0.4



1,201



0.6



1,036



0.5Depreciation and amortization


14,030



6.6



13,262



6.9



12,468



6.5Community reimbursement expense


12,889



6.1



18,027



9.4



16,173



8.4Total expenses


193,414



91.3



175,379



91.3



176,259



91.2Income from operations


18,515



8.7



16,612



8.7



17,015



8.8Other income (expense):Interest income


48



0.0



67



0.0



422



0.2Interest expense


(11,242
)


(5.3
)


(11,819
)


(6.2
)


(12,217
)


(6.3
)Gain on settlement of debt


684



0.3















Gain on sale of properties


















681



0.4Write-down of assets held for sale


















(134
)


(0.1
)Write-off of deferred loan costs






















Other income


(330
)


(0.1
)


107



0.1



270



0.1Income before income taxes


7,675



3.6



4,967



2.6



6,037



3.1Provision for income taxes


(3,421
)


(1.6
)


(2,208
)


(1.2
)


(2,313
)


(1.2
)Net income

$
4,254



2.0
%

$
2,759



1.4
%

$
3,724



1.9
%   Year
    Ended December 31, 2010 Compared to the Year Ended
    December 31, 2009
  Revenues
   39




---



##### Table of Contents




    The increase in resident and healthcare revenue primarily
    results from an increase of $15.5 million from the
    consolidation of eight communities previously owned by Midwest I
    and Midwest II that were sold to HCN and leased back by the
    Company in April 2010, an increase of $9.3 million from the
    addition of the leasehold interests in 12 communities from
    Signature in September 2010, and an increase in occupancy of
    0.3% which was partially offset by a decrease in average rental
    rates of 0.5% at the Companys other consolidated
    communities.
    The decrease in affiliated management services revenue of
    $0.7 million primarily results from the sale of the eight
    communities owned by Midwest I and Midwest II to HCN and
    leased back by the Company in April 2010.
    Community reimbursement revenue is comprised of reimbursable
    expenses from non-consolidated communities that the Company
    operates under long-term management agreements. The decrease in
    community reimbursement revenue of $5.1 million primarily
    results from the sale of the eight communities owned by Midwest
    I and Midwest II to HCN and leased back by the Company in
    April 2010.  Expenses
    
    The increase in operating expenses primarily results from an
    increase of $8.9 million from the consolidation of eight
    communities previously owned by Midwest I and Midwest II
    that were sold to HCN and leased back by the Company in April
    2010, an increase of $5.0 million from the addition of the
    leasehold interests in 12 communities from Signature in
    September 2010, and an increase in operating costs at the
    Companys other consolidated communities of
    $0.9 million primarily due to an increase in labor and
    benefit costs of $0.6 million and utilities of
    $0.3 million.
    The increase in facility lease expense primarily results from an
    increase of $4.8 million from the consolidation of eight
    communities previously owned by Midwest I and Midwest II
    that were sold to HCN and leased back by the Company in April
    2010, $2.7 million from the addition of the leasehold
    interests in 12 communities from Signature in September 2010,
    and $0.9 million for contingent annual rental rate
    escalations for certain existing leases.
    Depreciation and amortization expense increased
    $0.8 million primarily as a result of an increase in
    depreciable assets at the Companys consolidated
    communities.
    General and administrative expenses decreased $0.3 million
    primarily due to a decrease in employee benefit claims paid,
    which resulted in lower health insurance costs to the Company.
    Stock-based compensation decreased $0.3 million due to a
    decrease in the number of unvested restricted shares outstanding.
    The provision for bad debts decreased $0.2 million due to
    better collection results of resident accounts receivable during
    fiscal 2010.
    Community reimbursement expense represents payroll and
    administrative costs paid by the Company for the benefit of
    non-consolidated communities and joint ventures. The decrease in
    community reimbursement expense of $5.1 million primarily
    results from the sale of the eight communities owned by Midwest
    I and Midwest II to HCN and leased back by the Company in
    April 2010. 40




---



##### Table of Contents



Other
    income and expense
  
    Interest income results from interest earned on investment of
    cash balances and escrowed funds. Interest income decreased
    primarily due to lower interest rates in fiscal 2010 when
    compared to fiscal 2009.
    Interest expense decreased $0.6 million to
    $11.2 million in fiscal 2010 compared to $11.8 million
    in fiscal 2009. This decrease in interest expense primarily
    results from lower debt outstanding combined with a slightly
    lower average interest rate during fiscal 2010 compared to
    fiscal 2009.
    Gain on settlement of debt represents the recognition of the
    gain associated with the pay-off settlement of the promissory
    note with the Lehman securitized trust in April 2010.
    Other (expense) income in fiscal 2010 and 2009 relates to the
    Companys equity in the net losses of unconsolidated
    affiliates, which represents the Companys share of the net
    losses on its investments in joint ventures.  Provision
    for income taxes
    Net
    income
    Year
    Ended December 31, 2009 Compared to the Year Ended
    December 31, 2008
  Revenues
    
    Resident and healthcare revenue decreased $0.8 million, or
    0.5%, primarily due to a decrease in average occupancy of 1.4%
    partially offset by an increase in average revenue collected of
    2.2% at the Companys consolidated communities.
    The decrease in affiliated management services revenue of
    $2.2 million, or 44.7%, primarily resulted from the Company
    no longer earning development and marketing fees from three
    joint venture communities that were under development during
    fiscal 2008.
    The decrease in unaffiliated management services revenue of
    $0.1 million primarily resulted from the management of one
    community owned by a third party during fiscal 2009 compared to
    two communities owned by third parties during fiscal 2008. 41




---



##### Table of Contents




    Community reimbursement revenue is comprised of reimbursable
    expenses from non-consolidated communities that the Company
    operates under long-term management agreements.  Expenses
    
    Operating expenses decreased $2.5 million, or 2.4%,
    primarily due to a reduction of $2.1 million in independent
    living expenses, a reduction of $0.3 million in assisted
    living expenses, and a reduction of $0.3 million in
    insurance expense offset by an increase in healthcare expenses
    of $0.1 million. Decreases in independent living expenses
    primarily consisted of a decrease in labor and benefit costs of
    $0.7 million, a decrease in food costs of
    $0.5 million, a decrease in utilities costs of
    $0.2 million, and a net decrease of $0.7 million in
    other general independent living operating costs. Assisted
    living expenses decreased primarily due to a decrease in
    employee benefit costs. Insurance expense decreased due to an
    improved claims history which allowed for lower negotiated
    premium renewals during fiscal 2009. Healthcare expenses
    increased due to a net increase in other general healthcare
    operating costs.
    General and administrative expenses decreased $1.8 million,
    or 13%, primarily due to the write-off of accumulated due
    diligence costs of $0.6 million during fiscal 2008 related
    to a potential acquisition that the Company terminated and a
    reduction in corporate compensation of $1.2 million due to
    the reduction of corporate employees.
    Depreciation and amortization expense increased
    $0.8 million primarily as a result of an increase in
    depreciable assets at the Companys consolidated
    communities and leasehold improvements.
    Facility lease costs increased $0.8 million primarily due
    to contingent annual rental rate escalations for existing leases.
    Stock-based compensation increased $0.1 million during
    fiscal 2009 compared to fiscal 2008 primarily due to the award
    of additional restricted shares of common stock to certain
    employees of the Company.
    Community reimbursement expense represents payroll and
    administrative costs paid by the Company for the benefit of
    non-consolidated communities and joint ventures.  Other
    income and expense
  
    Interest income reflects interest earned on the investment of
    cash balances and interest earned on escrowed funds. Interest
    income decreased $0.4 million primarily due to lower
    interest rates in fiscal 2009 compared to fiscal 2008.
    Interest expense decreased $0.4 million to
    $11.8 million in fiscal 2009 compared to $12.2 million
    in fiscal 2008. This decrease in interest expense primarily
    resulted from less debt outstanding during fiscal 2009 compared
    to fiscal 2008.
    Gain on sale of assets in fiscal 2008 represented gains
    associated with the sale of two parcels of land of
    $0.7 million and the amortization of a deferred gain on the
    sale of the Richmond Heights land in fiscal 2007 to a joint
    venture in which the Company has an equity interest, offset by a
    $0.1 million impairment adjustment on a parcel of land,
    located in Fort Wayne, Indiana, which is classified as held
    for sale.
    Other income (expense) in fiscal 2009 and 2008 relates to the
    Companys equity in the earnings/losses of unconsolidated
    affiliates, which represents the Companys share of the
    earnings or losses on its investments in joint ventures. 42




---



##### Table of Contents



Provision
    for income taxes
    Net
    income
    Quarterly
    Results
    2010 Calendar QuartersFirst


Second


Third


Fourth(In thousands, except per share amounts)Total revenues

$
47,908


$
50,513


$
53,600


$
59,908Income from operations


4,066



4,714



3,760



5,975Net income


725



1,458



481



1,590Net income per share, basic

$
0.03


$
0.05


$
0.02


$
0.06Net income per share, diluted

$
0.03


$
0.05


$
0.02


$
0.06Weighted average shares outstanding, basic


26,540



26,575



26,607



26,624Weighted average shares outstanding, fully diluted


26,638



26,670



26,703



26,732   2009 Calendar QuartersFirst


Second


Third


Fourth(In thousands, except per share amounts)Total revenues

$
47,975


$
47,205


$
48,114


$
48,697Income from operations


4,286



3,759



4,219



4,348Net income


820



429



750



760Net income per share, basic

$
0.03


$
0.02


$
0.03


$
0.03Net income per share, diluted

$
0.03


$
0.02


$
0.03


$
0.03Weighted average shares outstanding, basic


26,346



26,187



26,222



26,275Weighted average shares outstanding, fully diluted


26,395



26,272



26,351



26,395  43




---



##### Table of Contents



Liquidity
    and Capital Resources
    and/or and/or
    Year EndedDecember 31,2010


2009


2008Net cash provided by operating activities

$
15,550


$
19,635


$
15,012Net cash used in investing activities


(5,282
)


(7,304
)


(7,372
)Net cash used in financing activities


(7,992
)


(9,239
)


(5,119
)Net increase in cash and cash equivalents

$
2,276


$
3,092


$
2,521   Operating
    Activities
    Investing
    Activities
   44




---



##### Table of Contents



Financing
    Activities
    Disclosures
    About Contractual Obligations
    Less Than


One to


Four to


More ThanOne Year


Three Years


Five Years


Five Years


TotalLong-term debt, including interest expense

$
16,189


$
28,936


$
143,257


$
37,218


$
225,600Operating and capital leases


46,395



91,931



87,354



186,336



412,016Total contractual cash obligations

$
62,584


$
120,867


$
230,611


$
223,554


$
637,616     Impact of
    Inflation
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.     45




---



##### Table of Contents



Fair2011


2012


2013


2014


2015


Thereafter


Total


ValueLong-term debt:Fixed rate debt

$
5,645


$
4,156


$
4,446


$
4,725


$
122,261


$
34,438


$
175,671


$
170,466Average interest rate


6.0
%


6.0
%


6.0
%


6.0
%


5.9
%


5.9
%   ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.  Form 10-K.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURES.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Effectiveness
    of Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
    Rules 13a-15(f) 15d-15(f)
  Internal
    Controls Over Financial Reporting
  Managements
    Report On Internal Control Over Financial Reporting
  Rules 13a-15(f)
 46




---



##### Table of Contents



Internal Control  Integrated Framework
  Form 10-K, Form 10-K. page F-27
  ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.*  ITEM 11.
    EXECUTIVE
    COMPENSATION.*  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS.*  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.*  ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES.*    Form 10-K Form 10-K.
 47




---



##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES.      page F-1.
        page E-1
 48




---



##### Table of Contents



SIGNATURES      By:
    /s/  LAWRENCE
    A. COHEN          Signature

Title

Date/s/  LAWRENCE
    A. COHENLawrence
    A. Cohen

Chief Executive Officer and Vice Chairman of the Board
    (Principal Executive Officer)

March 14, 2011/s/  KEITH
    N. JOHANNESSENKeith
    N. Johannessen

President and Chief Operating Officer and Director

March 14, 2011/s/  RALPH
    A. BEATTIERalph
    A. Beattie

Executive Vice President and Chief Financial Officer (Principal
    Financial and Accounting Officer)

March 14, 2011/s/  JAMES
    A. MOOREJames
    A. Moore

Chairman of the Board

March 14, 2011/s/  PHILIP
    A. BROOKSPhilip
    A. Brooks

Director

March 14, 2011/s/  CRAIG
    F. HARTBERGCraig
    F. Hartberg

Director

March 14, 2011/s/  JILL
    M. KRUEGERJill
    M. Krueger

Director

March 14, 2011/s/  RONALD
    A. MALONERonald
    A. Malone

Director

March 14, 2011/s/  PETER
    L. MARTINPeter
    L. Martin

Director

March 14, 2011/s/  MICHAEL
    W. REIDMichael
    W. Reid

Director

March 14, 2011  49




---



##### Table of Contents



INDEX TO
    FINANCIAL STATEMENTS  PageConsolidated Financial Statements of Capital Senior Living
    CorporationReport of Independent Registered Public
    Accounting Firm, Ernst & Young LLP


F-2Consolidated Balance Sheets 
    December 31, 2010 and 2009


F-3Consolidated Statements of Income  For
    the years ended December 31, 2010, 2009 and 2008


F-4Consolidated Statements of Stockholders
    Equity  For the years ended December 31, 2010,
    2009 and 2008


F-5Consolidated Statements of Cash Flows 
    For the years ended December 31, 2010, 2009 and 2008


F-6Notes to Consolidated Financial Statements


F-7Report of Independent Registered Public
    Accounting Firm on Internal Control over Financial Reporting,
    Ernst & Young LLP


F-27  F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm             
    F-2




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2010


2009(In thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
31,248


$
28,972Restricted cash


6,334



2,167Accounts receivable, net


3,777



3,340Accounts receivable from affiliates


911



424Federal and state income taxes receivable


3,962



1,493Deferred taxes


1,290



1,208Assets held for sale


354



354Property tax and insurance deposits


11,059



8,632Prepaid expenses and other


4,896



4,010Total current assets


63,831



50,600Property and equipment, net


295,095



300,678Deferred taxes


3,478



7,781Investments in joint ventures


2,224



6,536Other assets, net


18,153



14,908Total assets

$
382,781


$
380,503LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable

$
1,951


$
2,037Accrued expenses


16,125



12,287Current portion of notes payable


5,645



9,347Current portion of deferred income


7,242



6,838Current portion of capital lease obligations


135



Customer deposits


1,299



1,295Total current liabilities


32,397



31,804Deferred income


14,493



16,747Capital lease obligations, net of current portion


83



Other long-term liabilities


1,959



Notes payable, net of current portion


170,026



173,822Commitments and contingenciesShareholders equity:Preferred stock, $.01 par value:Authorized shares  15,000; no shares issued or
    outstanding






Common stock, $.01 par value:Authorized shares  65,000; issued and outstanding
    shares 27,083 and 26,945 in 2010 and 2009, respectively


274



273Additional paid-in capital


133,014



131,576Retained earnings


31,469



27,215Treasury stock, at cost  350 shares in 2010 and
    2009


(934
)


(934
)Total shareholders equity


163,823



158,130Total liabilities and shareholders equity

$
382,781


$
380,503    F-3




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  CONSOLIDATED
    STATEMENTS OF INCOME
  Year Ended December 31,2010


2009


2008(In thousands, except per share data)Revenues:Resident and health care revenue

$
196,936


$
171,194


$
172,025Unaffiliated management services revenue


60



72



194Affiliated management services revenue


2,044



2,698



4,882Community reimbursement revenue


12,889



18,027



16,173Total revenues


211,929



191,991



193,274Expenses:Operating expenses (exclusive of facility lease expense and
    depreciation and amortization expense shown below)


119,614



104,790



107,315General and administrative expenses


11,535



11,883



13,654Facility lease expense


34,253



25,872



25,057Provision for bad debts


174



344



556Stock-based compensation expense


919



1,201



1,036Depreciation and amortization


14,030



13,262



12,468Community reimbursement expense


12,889



18,027



16,173Total expenses


193,414



175,379



176,259Income from operations


18,515



16,612



17,015Other income (expense):Interest income


48



67



422Interest expense


(11,242
)


(11,819
)


(12,217
)Gain on settlement of debt


684







Gain on sale of properties










681Write-down of assets held for sale










(134
)Other income (expense)


(330
)


107



270Income before provision for income taxes


7,675



4,967



6,037Provision for income taxes


(3,421
)


(2,208
)


(2,313
)Net income

$
4,254


$
2,759


$
3,724Per share data:Basic income per share

$
0.16


$
0.10


$
0.14Diluted income per share

$
0.16


$
0.10


$
0.14Weighted average shares outstanding  basic


26,587



26,257



26,377Weighted average shares outstanding  diluted


26,687



26,356



26,620    F-4




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY
  AdditionalCommon Stock


Paid-In


Retained


TreasuryShares


Amount


Capital


Earnings


Stock


Total(In thousands)Balance at January 1, 2008


26,596


$
266


$
129,159


$
20,732


$



$
150,157Exercise of stock options


38







258











258Restricted stock awards


45



1















1Stock-based compensation










1,036











1,036Excess tax benefits










(27
)










(27
)Net income














3,724







3,724Balance at December 31, 2008


26,679



267



130,426



24,456







155,149Exercise of stock options


59







254











254Restricted stock awards


557



6















6Stock-based compensation










1,201











1,201Excess tax benefits










(305
)










(305
)Treasury stock


(350
)














(934
)


(934
)Net income














2,759







2,759Balance at December 31, 2009


26,945



273



131,576



27,215



(934
)


158,130Exercise of stock options


100



1



358











359Restricted stock awards


38



















Stock-based compensation










919











919Excess tax benefits










161











161Net income














4,254







4,254Balance at December 31, 2010


27,083


$
274


$
133,014


$
31,469


$
(934
)

$
163,823    F-5




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2010


2009


2008(In thousands)Operating ActivitiesNet income

$
4,254


$
2,759


$
3,724Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation


14,030



13,251



12,432Amortization






11



36Amortization of deferred financing charges


330



335



338Amortization of deferred lease costs and lease intangibles


1,005



371



367Amortization of debt discount










177Deferred income


(3,034
)


(2,645
)


(2,112
)Deferred income taxes


4,221



3,125



1,706Equity in the (earnings) losses of unconsolidated joint ventures


331



(107
)


(270
)Gain on settlement of debt


(684
)






Gain on sale of properties










(680
)Provision for bad debts


174



344



556Write-down of assets held for sale










134Stock compensation expense


919



1,201



1,036Changes in operating assets and liabilities:Accounts receivable


(611
)


125



(1,133
)Accounts receivable from affiliates


(487
)


728



(306
)Property tax and insurance deposits


(2,584
)






(772
)Prepaid expenses and other


(931
)


1,920



(1,404
)Other assets


(2,670
)


(794
)


1,102Accounts payable


(86
)


117



719Accrued expenses


3,838



(1,374
)


100Federal and state income taxes receivable/payable


(2,469
)


566



(307
)Customer deposits


4



(298
)


(431
)Net cash provided by operating activities


15,550



19,635



15,012Investing ActivitiesCapital expenditures


(8,447
)


(8,049
)


(8,065
)Intangible assets acquired in Signature Transaction


(2,000
)






Proceeds from sale of assets






1



1,397Distributions from (Investments in) joint ventures


5,165



744



(704
)Net cash used in investing activities


(5,282
)


(7,304
)


(7,372
)Financing ActivitiesProceeds from notes payable


3,591



1,926



4,645Repayments of notes payable


(10,154
)


(8,324
)


(10,023
)Lease incentive from Signature Transaction


2,000







Increase in capital lease obligations


240







Cash payments for capital lease obligations


(22
)






Increase in restricted cash


(4,167
)


(2,167
)


Cash proceeds from the issuance of common stock


359



223



232Excess tax benefits on stock options exercised


161



37



27Purchases of treasury stock






(934
)


Net cash used in financing activities


(7,992
)


(9,239
)


(5,119
)Increase in cash and cash equivalents


2,276



3,092



2,521Cash and cash equivalents at beginning of year


28,972



25,880



23,359Cash and cash equivalents at end of year

$
31,248


$
28,972


$
25,880Supplemental DisclosuresCash paid during the year for:Interest

$
10,949


$
11,464


$
11,668Income taxes

$
2,328


$
530


$
2,179    F-6




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2010
  1.
    Organization    2.
    Summary
    of Significant Accounting Policies  Cash
    and Cash Equivalents and Restricted Cash
    Long-Lived
    Assets
    Assets
    Held for Sale
     F-7




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Investments
    in Joint Ventures
    Development
    Agreement Guarantees
    Income
    Taxes
      Revenue
    Recognition
   F-8




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Lease
    Accounting
      Credit
    Risk
   F-9




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Advertising
    Net
    Income Per Share
      Year Ended December 31,2010


2009


2008Net income

$
4,254


$
2,759


$
3,724Net income allocated to unvested restricted shares


(73
)


(67
)


(36
)Undistributed net income allocated to common shares

$
4,181


$
2,692


$
3,688Weighted average shares outstanding  basic


26,587



26,257



26,377Effects of dilutive securities:Employee equity compensation plans


100



99



243Weighted average shares outstanding  diluted


26,687



26,356



26,620Basic income per share

$
0.16


$
0.10


$
0.14Diluted income per share

$
0.16


$
0.10


$
0.14       Treasury
    Stock
    Stock-Based
    Compensation
     F-10




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recently
    Issued Accounting Guidance
  2010-24,
  810-10
  Segment
    Information
  property-by-property
  Use of
    Estimates and Critical Accounting Policies
   F-11




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Transactions
    with Affiliates  Midwest
    I Transaction
      Midwest II
    Transaction
      SHPII/CSL
    Transactions
     F-12




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  SHP
    III Transactions
          CGIM
    Transaction
    4.
    Facility
    Lease Transactions  10-15 years
 F-13




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Initial


Lease


DeferredDate of

Number of


Value of




Lease


Acquisition


Gains / LeaseLandlord

Lease

Communities


Transaction


Term

Rate(1)


Costs(2)


Concessions(3)Ventas

September 30, 2005


6


$
84.6


10 years
    (Two five-year renewals)


8
%

$
1.3


$
4.6Ventas

October 18, 2005


1



19.5


10 years
    (Two five-year renewals)


8
%


0.2



Ventas

March 31,2006


1



29.0


10 years
    (Two five-year renewals)


8
%


0.1



14.3Ventas

June 8, 2006


1



19.1


9.5 years
    (Two five-year renewals)


8
%


0.4



Ventas

January 31, 2008


1



5.0


10 years
    (Two five-year renewals)


7.75
%


0.2



HCP

May 1, 2006


3



54.0


(4)
    (Two ten-year renewals)


8
%


0.2



12.8HCP

May 31, 2006


6



43.0


10 years
    (Two ten-year renewals)


8
%


0.2



0.6HCP

December 1, 2006


4



51.0


(4)
    (Two ten-year renewals)


8
%


0.7



HCP

December 14, 2006


1



18.0


(4)
    (Two ten-year renewals)


7.75
%


0.3



HCP

April 11, 2007


1



8.0


(4)
    (Two ten-year renewals)


7.25
%


0.1



HCN

April 16, 2010


5



48.5


15 years
    (One 15-year renewal)


8.25
%


0.6



0.8HCN

May 1, 2010


3



36.0


15 years
    (One 15-year renewal)


8.25
%


0.2



0.4HCN

September 10, 2010


12



104.6


15 years
    (One 15-year renewal)


8.50
%


0.4



2.0Subtotal


4.9



35.5Accumulated amortization through December 31, 2010


(1.8
)


Accumulated deferred gain recognized through December 31,
    2010






(16.4
)Net lease acquisition costs / deferred gains / lease concessions
    as of December 31, 2010

$
3.1


$
19.1     (1)
    
    Initial lease rates are measured against agreed upon fair market
    values and are subject to conditional lease escalation
    provisions as forth in each lease agreement.(2)
    
    Lease acquisition costs are being amortized over the
    leases initial term.(3)
    
    Deferred gains of $32.9 million and lease concessions of
    $2.6 million are being recognized in the Companys
    statement of income as a reduction in facility lease expense
    over the leases initial term. Lease concessions of
    $0.6 million relate to the HCP transaction on May 31,
    2006, and $2.0 million relate to the Signature Transaction
    on September 10, 2010.(4)
    
    Initial lease term expires on October 31, 2018. F-14




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Signature
  15-year 15-year
    Midwest
    I
    Midwest
    II
   F-15




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    5.
    Property
    and Equipment    December 31,Asset Lives

2010


2009Land



$
17,787


$
17,787Land improvements

5 to 20 years


1,315



1,203Buildings and building improvements

10 to 40 years


332,413



329,451Furniture and equipment

5 to 10 years


15,670



15,126Automobiles

5 to 7 years


1,671



971Leasehold improvements

(1)


20,344



16,227Construction in progress

(2)


180



182389,380



380,947Less accumulated depreciation and amortization




94,285



80,269Property and equipment, net



$
295,095


$
300,678     (1)
    
    Leasehold improvements are amortized over the shorter of the
    useful life of the asset or the remaining lease term.(2)
    
    Construction in progress at December 31, 2009, includes
    $0.1 million of capitalized computer software development
    costs.   F-16




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Other
    Assets    December 31,2010


2009Deferred loan costs, net

$
1,796


$
2,126Deferred lease costs, net


3,201



2,587Security and other deposits


11,773



10,195Other


1,383



Total

$
18,153


$
14,908   7.
    Accrued
    Expenses    December 31,2010


2009Accrued salaries, bonuses and related expenses

$
4,368


$
3,282Accrued property taxes


7,470



5,167Accrued interest


913



958Accrued health claims and workers comp


1,258



1,342Accrued professional fees


740



559Other


1,376



979Total

$
16,125


$
12,287   8.
    Notes
    Payable    Average










Notes PayableMonthly


Net Book Value


Interest


Maturity

December 31,Lender

Payment


Of Collateral(1)


Rate


Date

2010


2009Freddie Mac

$
728


$
129,516



6.29
%

July 2015

$
101,270


$
103,475Capmark


239



42,664



5.46


August 2015


34,787



35,707Fannie Mae


178



32,858



5.91


May 2017


28,692



29,098Freddie Mac


60



7,656



5.75


March 2017


9,216



9,390Lehman










8.20


September 2009






4,643Insurance Financing


344







3.30


May 2011


1,706



Insurance Financing










3.66


March 2010






491Insurance Financing










3.66


July 2010






365$
1,549







6.01
%(2)




175,671



183,169Less current portion


5,645



9,347Notes payable, net

$
170,026


$
173,822     (1)
    
    24 of the facilities owned by the Company are encumbered by
    mortgage debt and are provided as collateral under their
    respective loan agreements. F-17




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (2)
    
    Weighted average interest rate on current debt outstanding.    2011


5,6452012


4,1562013


4,4462014


4,7252015


122,261Thereafter


34,438Total

$
175,671   7-month
    12-month
      10-month
  10-month
     F-18




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Equity  Preferred
    Stock
    Share
    Repurchases
    10.
    Stock-Based
    Compensation  Stock
    Options
      Outstanding atBeginning of











Outstanding


OptionsDecember 31, 2010

Year


Granted


Exercised


Forfeited


End of Year


ExercisableShares


642,120







99,752



26,034



516,334



516,334Weighted average price

$
4.34


$



$
3.58


$
5.21


$
4.44


$
4.44December 31, 2009Shares


895,334







59,245



193,969



642,120



642,120Weighted average price

$
4.83


$



$
3.67


$
6.81


$
4.34


$
4.34December 31, 2008Shares


937,334







38,000



4,000



895,334



895,334Weighted average price

$
4.87


$



$
6.06


$
3.69


$
4.83


$
4.83  F-19




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Options OutstandingWeighted Average





Options ExercisableNumber


Remaining





NumberOutstanding at


Contractual Life


Weighted Average


Exercisable at


Weighted AverageRange of Exercise Prices

End of Year


(Years)


Exercise Price


End of Year


Exercise Price$1.80 to $1.80


206,024



0.72


$
1.80



206,024


$
1.80$2.00 to $3.70


17,000



1.88


$
3.20



17,000


$
3.20$3.75 to $3.75


2,000



1.24


$
3.75



2,000


$
3.75$4.14 to $4.14


1,600



1.08


$
4.14



1,600


$
4.14$4.50 to $4.50


3,000



3.58


$
4.50



3,000


$
4.50$4.85 to $4.85


6,000



3.38


$
4.85



6,000


$
4.85$5.90 to $5.90


6,000



4.36


$
5.90



6,000


$
5.90$6.30 to $6.30


259,710



2.92


$
6.30



259,710


$
6.30$6.63 to $6.63


6,000



3.08


$
6.63



6,000


$
6.63$10.97 to $10.97


9,000



5.35


$
10.97



9,000


$
10.97$1.80 to $10.97


516,334



2.06


$
4.44



516,334


$
4.44   Restricted
    Stock
      Outstanding atBeginning of











OutstandingYear


Issued


Vested


Forfeited


End of YearDecember 31, 2010Shares


649,207



59,000



236,742



21,572



449,893December 31, 2009Shares


251,632



561,625



159,050



5,000



649,207December 31, 2008Shares


256,858



66,000



50,586



20,640



251,632      F-20




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock
    Based Compensation
      11.
    Income
    Taxes    Year Ended December 31,2010


2009


2008Current:Federal

$
(1,184
)

$
(1,125
)

$
109State


383



477



498Deferred:Federal


3,327



2,263



1,502State


895



593



204$
3,421


$
2,208


$
2,313     Year Ended December 31,2010


2009


2008Tax provision at federal statutory rates

$
2,610


$
1,689


$
2,053State income tax expense, net of federal effects


844



706



463Federal and state income tax return true up


(40
)


(196
)


(222
)State effective rate changes










5Other


7



9



14$
3,421


$
2,208


$
2,313  F-21




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010


2009Deferred tax assets:Deferred gain on sale/leaseback transaction

$
7,636


$
8,092Depreciation and amortization






1,830Net operating loss carryforward (expiring up to 2028)


1,776



1,621Compensation costs


1,488



1,750Investment in partnerships


2,604



2,644Other


1,241



1,179Total deferred tax assets


14,745



17,116Deferred tax liabilities:Triad partnership interest


9,768



8,127Depreciation and amortization


209



Total deferred tax liabilities


9,977



8,127Total deferred tax assets, net

$
4,768


$
8,989Current deferred tax assets, net

$
1,290


$
1,208Long-term deferred tax assets, net


3,478



7,781Total deferred tax assets, net

$
4,768


$
8,989         12.
    Employee
    Benefit Plans   F-22




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Contingencies    14.
    Fair
    Value of Financial Instruments    2010


2009Carrying





CarryingAmount


Fair Value


Amount


Fair ValueCash and cash equivalents

$
31,248


$
31,248


$
28,972


$
28,972Restricted cash


6,334



6,334



2,167



2,167Notes payable


175,671



170,466



183,169



170,393     Cash and cash equivalents and Restricted
    cash:
  Notes payable:
    15.
    Investments
    in Joint Ventures    December 31,2010


2009Midwest I partner interest

$



$
2,506Midwest II partner interest






1,116SHPII/CSL member interests


1,122



1,141SHPIII/CSL Miami member interest


36



486SHPIII/CSL Richmond Heights member interest


536



646SHPIII/CSL Levis Commons member interest


530



641$
2,224


$
6,536   Midwest I:
 F-23




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Midwest II:
  SHPII/CSL:
  SHPIII/CSL Miami:
  SHPIII/CSL Richmond Heights:
 F-24




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    SHPIII/CSL Levis Commons:
  16.
    Allowance
    for Doubtful Accounts    December 31,2010


2009


2008Balance at beginning of year

$
1,573


$
1,541


$
1,043Provision for bad debts, net of recoveries


173



344



556Write-offs and other


(139
)


(312
)


(58
)Balance at end of year

$
1,607


$
1,573


$
1,541   17.
    Leases  10-15 years
     F-25




---



##### Table of Contents



CAPITAL
    SENIOR LIVING CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              2011

$
46,3952012


46,1882013


45,7432014


45,4372015


41,917Thereafter


186,336Total

$
412,016    F-26




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm                 
    F-27




---



##### Table of Contents



INDEX TO
    EXHIBITS    ExhibitNumber



Description2
.1



Asset Purchase Agreement, dated as of June 25, 2010,
    between Capital Senior Living Acquisition, L.L.C. and Signature
    Assisted Living of Texas, LLC. (Incorporated by reference to
    exhibit 2.1 to the Companys Current Report on
    Form 8-K,
    dated June 28, 2010, filed by the Company with the
    Securities and Exchange Commission.)3
.1



Amended and Restated Certificate of Incorporation of the
    Registrant (Incorporated by reference to Exhibit 3.1 to the
    Registration Statement
    No. 333-33379
    on
    Form S-1/A
    filed by the Company with the Securities and Exchange Commission
    on September 8, 1997.)3
.1.1



Amendment to Amended and Restated Certificate of Incorporation
    of the Registrant (Incorporated by reference to Exhibit 3.1
    to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 1999, filed by
    the Company with the Securities and Exchange Commission.)3
.2



Bylaws of the Registrant (Incorporated by reference to
    Exhibit 3.2 to the Registration Statement
    No. 333-33379
    on
    Form S-1/A
    filed by the Company with the Securities and Exchange Commission
    on September 8, 1997.)3
.2.1



Amended and Restated Bylaws of the Registrant (Incorporated by
    reference to Exhibit 3.2 to the Companys Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 1999, filed by
    the Company with the Securities and Exchange Commission.)3
.2.2



Amendment No. 2 to Amended and Restated Bylaws of the
    Registrant (Incorporated by reference to Exhibit 3.2.2 to
    the Companys Annual Report on
    Form 10-K
    for the year period ended December 31, 2002, filed by the
    Company with the Securities and Exchange Commission.)4
.1



1997 Omnibus Stock and Incentive Plan for Capital Senior Living
    Corporation, as amended (Incorporated by reference to
    Exhibit 4.1 to the Companys Registration Statement on
    Form S-8,
    filed on December 3, 1999, by the Company with Securities
    and Exchange Commission.)4
.2



2007 Omnibus Stock and Incentive Plan for Capital Senior Living
    Corporation. (Incorporated by reference to Exhibit 4.6 to
    the Companys Current Report on
    Form 8-K
    filed by the Company with the Securities and Exchange Commission
    on May 31, 2007.)4
.3



First Amendment to 2007 Omnibus Stock and Incentive Plan for
    Capital Senior Living Corporation. (Incorporated by reference to
    Exhibit 4.7 to the Companys Current Report on
    Form 8-K
    filed by the Company with the Securities and Exchange Commission
    on May 31, 2007.)4
.4



Rights Agreement, dated as of February 25, 2010, by and
    between Capital Senior Living Corporation and Mellon Investor
    Services LLC, including all exhibits thereto (Incorporated by
    reference to Exhibit 4.1 to the Companys Current
    Report on
    Form 8-K
    on February 25, 2010).4
.5



Form of Certificate of Designation of Series A Junior
    Participating Preferred Stock, par value $0.01 per share
    (Incorporated by reference to Exhibit 4.2 to the
    Companys Current Report on
    Form 8-K
    on February 25, 2010).4
.6



Form of Right Certificate (included as Exhibit B to the
    Rights Agreement, which is Exhibit 4.4 hereto).4
.7



Form of Summary of Rights (included as Exhibit C to the
    Rights Agreement, which is Exhibit 4.4 hereto).10
.1



1997 Omnibus Stock and Incentive Plan for Capital Senior Living
    Corporation, as amended (Incorporated by reference to
    Exhibit 4.1 to the Companys Registration Statement on
    Form S-8,
    filed on December 3, 1999, by the Company with Securities
    and Exchange Commission.)10
.1.1



Form of Stock Option Agreement (Incorporated by reference to
    Exhibit 4.2 to the Companys Registration Statement on
    Form S-8,
    filed on December 3, 1999, by the Company with Securities
    and Exchange Commission.)10
.3



Employment Agreement, dated as of November 1, 1996, by and
    between Capital Senior Living Corporation and Lawrence A. Cohen
    (Incorporated by reference to Exhibit 10.11 from the
    Registration Statement
    No. 333-33379
    on
    Form S-1
    filed by the Company with the Securities and Exchange
    Commission.)




---



##### Table of Contents



ExhibitNumber



Description10
.4



Employment Agreement, dated as of November 26, 1996, by and
    between Capital Senior Living, Inc. and David R. Brickman
    (Incorporated by reference to Exhibit 10.12 to the
    Registration Statement
    No. 333-33379
    on
    Form S-1
    filed by the Company with the Securities and Exchange
    Commission.)10
.5



Employment Agreement, dated as of November 26, 1996, by and
    between Capital Senior Living, Inc. and Keith N. Johannessen
    (Incorporated by reference to Exhibit 10.13 from the
    Registration Statement
    No. 333-33379
    on
    Form S-1
    filed by the Company with the Securities and Exchange Commission.10
.6



Employment Agreement, dated as of December 10, 1996, by and
    between Capital Senior Living, Inc. and Rob L. Goodpaster
    (Incorporated by reference to Exhibit 10.50 to the
    Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1998, filed by the Company
    with the Securities and Exchange Commission.)10
.7



Agreement of Limited Partnership of Triad Senior Living II, L.P.
    dated September 23, 1998 (Incorporated by reference to
    Exhibit 10.57 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1998, filed by the Company
    with the Securities and Exchange Commission.)10
.8



Agreement of Limited Partnership of Triad Senior Living III,
    L.P. dated November 10, 1998 (Incorporated by reference to
    Exhibit 10.58 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1998, filed by the Company
    with the Securities and Exchange Commission.)10
.9



First Amendment to Amended and Restated Employment Agreement of
    James A. Stroud, dated March 22, 1999, by and between James
    A. Stroud and Capital Senior Living Corporation (Incorporated by
    reference to the Exhibit 10.2 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 1999, filed by
    the Company with the Securities and Exchange Commission.)10
.10



Second Amendment to Amended and Restated Employment Agreement of
    James A. Stroud, dated May 31, 1999, by and between James
    A. Stroud and Capital Senior Living Corporation (Incorporated by
    reference to the Exhibit 10.3 to the Companys
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 1999, filed by
    the Company with the Securities and Exchange Commission.)10
.11



Agreement of Limited Partnership of Triad Senior Living IV, L.P.
    dated December 22, 1998 (Incorporated by reference to
    Exhibit 10.59 to the Companys Annual Report on
    Form 10-K
    for the year ended December 31, 1998, filed by the Company
    with the Securities and Exchange Commission.)10
.12



Employment Agreement, dated May 26, 1999, by and between
    Lawrence A. Cohen and Capital Senior Living Corporation
    (Incorporated by reference to the Exhibit 10.4 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 1999, filed by
    the Company with the Securities and Exchange Commission.)10
.13



Employment Agreement, dated May 25, 1999, by and between
    Ralph A. Beattie and Capital Senior Living Corporation
    (Incorporated by reference to the Exhibit 10.76 to the
    Companys Annual Report on
    Form 10-K,
    dated March 30, 2000, filed by the Company with the
    Securities and Exchange Commission.)10
.14



Second Amended and Restated Agreement of Limited Partnership of
    Triad Senior Living I, L.P. (Incorporated by reference to
    the Exhibit 10.78 to the Companys Annual Report on
    Form 10-K,
    dated March 30, 2000, filed by the Company with the
    Securities and Exchange Commission.)10
.14.1



Amendment No. 1 to Second Amended and Restated Agreement of
    Limited Partnership of Triad Senior Living I, LP.
    (Incorporated by reference to the Exhibit 10.10.5 to the
    Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2002, filed by
    the Company with the Securities and Exchange Commission.)10
.15



First Amendment to Triad II Partnership Agreement
    (Incorporated by reference to Exhibit 10.26 to the
    Companys Current Report on
    Form 8-K,
    dated August 15, 2000, filed by the Company with the
    Securities and Exchange Commission.)10
.16



Third Amendment to Amended and Restated Employment Agreement of
    James A. Stroud, dated November 8, 2000, by and between
    James A. Stroud and Capital Senior Living Corporation
    (Incorporated by reference to Exhibit 10.96 to the
    Companys Annual Report on
    Form 10-K,
    dated March 26, 2002, filed by the Company with the
    Securities and Exchange Commission.)




---



##### Table of Contents



ExhibitNumber



Description10
.17



Support Agreement dated as of September 11, 2002 by and
    between Capital Senior Living, Inc., Triad I, Triad II,
    Triad III, Triad IV and Triad V. (Incorporated by reference
    to Exhibit 10.102 to the Companys Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2002, filed by
    the Company with the Securities and Exchange Commission.)10
.18



Fourth Amendment to Amended and Restated Employment Agreement of
    James A. Stroud, dated January 16, 2003 by and between
    James A. Stroud and Capital Senior Living Corporation
    (Incorporated by reference to Exhibit 10.105 to the
    Companys Annual Report on
    Form 10-K,
    dated March 26, 2003, filed by the Company with the
    Securities and Exchange Commission.)10
.19



Second Amendment to the Employment Agreement of Lawrence A.
    Cohen, dated January 27, 2003 by and between Lawrence A.
    Cohen and Capital Senior Living Corporation (Incorporated by
    reference to Exhibit 10.106 to the Companys Annual
    Report on
    Form 10-K,
    dated March 26, 2003, filed by the Company with the
    Securities and Exchange Commission.)10
.20



First Amendment to the Employment Agreement of Keith N.
    Johannessen, dated January 17, 2003 by and between Keith N.
    Johannessen and Capital Senior Living Corporation (Incorporated
    by reference to Exhibit 10.107 to the Companys Annual
    Report on
    Form 10-K,
    dated March 26, 2003, filed by the Company with the
    Securities and Exchange Commission.)10
.21



First Amendment to the Employment Agreement of Ralph A. Beattie,
    dated January 21, 2003 by and between Ralph A. Beattie and
    Capital Senior Living Corporation (Incorporated by reference to
    Exhibit 10.108 to the Companys Annual Report on
    Form 10-K,
    dated March 26, 2003, filed by the Company with the
    Securities and Exchange Commission.)10
.22



Second Amendment to the Employment Agreement of David R.
    Brickman, dated January 27, 2003 by and between David R.
    Brickman and Capital Senior Living Corporation (Incorporated by
    reference to Exhibit 10.109 to the Companys Annual
    Report on
    Form 10-K,
    dated March 26, 2003, filed by the Company with the
    Securities and Exchange Commission.)10
.23



Amended and Restated Draw Promissory Note, dated
    February 1, 2003, of Triad Senior Living I, L.P. in
    favor of Capital Senior Living Properties, Inc. (Incorporated by
    reference to Exhibit 10.110 to the Companys Annual
    Report on
    Form 10-K,
    dated March 26, 2003, filed by the Company with the
    Securities and Exchange Commission.)10
.23.1



Amended and Restated Draw Promissory Note (Fairfield), dated
    February 1, 2003, of Triad Senior Living II, L.P. in favor
    of Capital Senior Living Properties, Inc. (Incorporated by
    reference to Exhibit 10.111.1 to the Companys Annual
    Report on
    Form 10-K,
    dated March 26, 2003, filed by the Company with the
    Securities and Exchange Commission.)10
.23.2



Amended and Restated Draw Promissory Note (Oklahoma City), dated
    February 1, 2003, of Triad Senior Living II, L.P. in favor
    of Capital Senior Living Properties, Inc. (Incorporated by
    reference to Exhibit 10.111.2 to the Companys Annual
    Report on
    Form 10-K,
    dated March 26, 2003, filed by the Company with the
    Securities and Exchange Commission.)10
.23.3



Amended and Restated Draw Promissory Note (Plano), dated
    February 1, 2003, of Triad Senior Living II, L.P. in favor
    of Capital Senior Living Properties, Inc. (Incorporated by
    reference to Exhibit 10.111.3 to the Companys Annual
    Report on
    Form 10-K,
    dated March 26, 2003, filed by the Company with the
    Securities and Exchange Commission.)10
.24



Amended and Restated Draw Promissory Note, dated
    February 1, 2003, of Triad Senior Living III, L.P. in favor
    of Capital Senior Living Properties, Inc. (Incorporated by
    reference to Exhibit 10.112 to the Companys Annual
    Report on
    Form 10-K,
    dated March 26, 2003, filed by the Company with the
    Securities and Exchange Commission.)10
.25



Amended and Restated Draw Promissory Note, dated
    February 1, 2003, of Triad Senior Living IV, L.P. in favor
    of Capital Senior Living Properties, Inc. (Incorporated by
    reference to Exhibit 10.113 to the Companys Annual
    Report on
    Form 10-K,
    dated March 26, 2003, filed by the Company with the
    Securities and Exchange Commission.)10
.26



Amended and Restated Draw Promissory Note, dated
    February 1, 2003, of Triad Senior Living V, L.P. in
    favor of Capital Senior Living Properties, Inc. (Incorporated by
    reference to Exhibit 10.114 to the Companys Annual
    Report on
    Form 10-K,
    dated March 26, 2003, filed by the Company with the
    Securities and Exchange Commission.)




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##### Table of Contents



ExhibitNumber



Description10
.28



Form of Restricted Stock Award Under the 1997 Omnibus Stock and
    Incentive Plan for Capital Senior Living Corporation
    (Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    dated February 10, 2005, filed by the Company with the
    Securities and Exchange Commission.)10
.29



Master Lease Agreement, dated June 30, 2005, between Ventas
    Amberleigh, LLC and Capital Senior Management 2, Inc.
    (Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K/A,
    dated June 30, 2005, filed by the Company with the
    Securities and Exchange Commission on July 11, 2005.)10
.30



Schedule identifying substantially identical agreements to
    Exhibit 10.63 (Incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K/A,
    dated June 30, 2005, filed by the Company with the
    Securities and Exchange Commission on July 11, 2005.)10
.31



Loan Agreement, dated July 18, 2005, by Capital Senior
    Living Peoria, LLC and GMAC Commercial Mortgage Bank
    (Incorporated by reference to the Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    dated July 18, 2005, filed by the Company with the
    Securities and Exchange Commission.)10
.32



Schedule identifying substantially identical agreements to
    Exhibit 10.65 (Incorporated by reference to the
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K,
    dated July 18, 2005, filed by the Company with the
    Securities and Exchange Commission.)10
.33



Master Lease Agreement, dated October 18, 2005, between
    Ventas Georgetowne, LLC and Capital Senior Management 2, Inc.
    (Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    dated October 18, 2005, filed by the Company with the
    Securities and Exchange Commission.)10
.34



Contract of Acquisition, dated as of March 7, 2006, between
    Health Care Property Investors, Inc. and Capital Senior Living
    Properties 2  Crosswood Oaks, Inc., Capital Senior
    Living Properties 2  Tesson Heights, Inc. and Capital
    Senior Living Properties 2  Veranda Club, Inc.
    (Incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K,
    dated March 7, 2006, filed by the Company with the
    Securities and Exchange Commission.)10
.35



Contract of Acquisition, dated as of March 7, 2006, between
    Texas HCP Holding, L.P. and Capital Senior Living Acquisition,
    LLC (Incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K,
    dated March 7, 2006, filed by the Company with the
    Securities and Exchange Commission.)10
.36



Agreement of Purchase and Sale of Real Property, dated
    March 10, 2006, by and between Covenant Place of Abilene,
    Inc. and Capital Senior Living Acquisition, LLC (Incorporated by
    reference to Exhibit 10.3 to the Companys Current
    Report on
    Form 8-K,
    dated March 7, 2006, filed by the Company with the
    Securities and Exchange Commission.)10
.37



Schedule identifying substantially identical agreements to
    Exhibit 10.70 (Incorporated by reference to
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K,
    dated March 7, 2006, filed by the Company with the
    Securities and Exchange Commission.)10
.38



Master Lease Agreement, dated May 31, 2006, between
    subsidiaries of the Company and HCP (Incorporated by reference
    to Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    dated May 31, 2006, filed by the Company with the
    Securities and Exchange Commission.)10
.39



Lease, dated May 31, 2006, between subsidiaries of the
    Company and HCP regarding the Crosswood Oaks Facility in Citrus
    Heights, California (Incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K,
    dated May 31, 2006, filed by the Company with the
    Securities and Exchange Commission.)10
.40



Schedule identifying substantially identical agreements to
    Exhibit 10.73 (Incorporated by reference to
    Exhibit 10.3 to the Companys Current Report on
    Form 8-K,
    dated May 31, 2006, filed by the Company with the
    Securities and Exchange Commission.)10
.41



Multifamily Note, dated June 9, 2006, executed by Triad
    Senior Living II, L.P. in favor of Capmark. (Incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    dated June 9, 2006, filed by the Company with the
    Securities and Exchange Commission.)10
.42



Schedule identifying substantially identical agreements to
    Exhibit 10.75 (Incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K,
    dated June 9, 2006, filed by the Company with the
    Securities and Exchange Commission.)




---



##### Table of Contents



ExhibitNumber



Description10
.43



Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement and Fixture Filing, dated June 9, 2006, by Triad
    Senior Living II, L.P. to Ed Stout, as trustee, for the benefit
    of Capmark. (Incorporated by reference to Exhibit 10.3 to
    the Companys Current Report on
    Form 8-K,
    dated June 9, 2006, filed by the Company with the
    Securities and Exchange Commission.)10
.45



Loan Agreement, dated June 20, 2006, by and between Triad
    Senior Living III, L.P. and Capmark Bank. (Incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    dated June 20, 2006, filed by the Company with the
    Securities and Exchange Commission.)10
.46



2007 Omnibus Stock and Incentive Plan for Capital Senior Living
    Corporation (Incorporated by reference to Exhibit 4.6 to
    the Registration Statement on
    Form S-8,
    dated May 31, 2007, filed by the Company with the
    Securities and Exchange Commission.)10
.47



First Amendment to 2007 Omnibus Stock and Incentive Plan for
    Capital Senior Living Corporation (Incorporated by reference to
    Exhibit 4.7 to the Registration Statement on
    Form S-8,
    dated May 31, 2007, filed by the Company with the
    Securities and Exchange Commission.)10
.48



Multifamily Note dated May 3, 2007 executed by Triad Senior
    Living III, L.P. in favor of Capmark Bank (Incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    dated March 3, 2007, filed by the Company with the
    Securities and Exchange Commission.)10
.49



Schedule identifying substantially identical agreements to
    Exhibit 10.3 (Incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K,
    dated March 3, 2007, filed by the Company with the
    Securities and Exchange Commission.)10
.50



Multifamily Deed of Trust, Assignment of Rents and Security
    Agreement and Fixture Filing dated May 3, 2007 by Triad
    Senior Living III, L.P. in favor of Chicago Title Insurance
    Company, as trustee for the benefit of Capmark Bank.
    (Incorporated by reference to Exhibit 10.3 to the
    Companys Current Report on
    Form 8-K,
    dated March 3, 2007, filed by the Company with the
    Securities and Exchange Commission.)10
.51



Schedule identifying substantially identical agreements to
    Exhibit 10.5. (Incorporated by reference to
    Exhibit 10.4 to the Companys Current Report on
    Form 8-K,
    dated March 3, 2007, filed by the Company with the
    Securities and Exchange Commission.)10
.52



Asset Purchase Agreement, dated December 21, 2007, by and
    among the sellers identified therein, Capital Senior Living
    Acquisition, LLC and Hearthstone Senior Services, L.P.
    (Incorporated by reference to the Exhibit 2.1 to the
    Companys Current Report on
    Form 8-K,
    dated December 28, 2007, filed by the Company with the
    Securities and Exchange Commission.)10
.53



Settlement Agreement, dated March 19, 2008, by and among
    Capital Senior Living Corporation, West Creek Capital LLC,
    Harvey Hanerfeld and Roger Feldman. (Incorporated by reference
    to the Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed by the Company with the Securities and Exchange Commission
    on March 26, 2008.)10
.54



Settlement Agreement, dated March 19, 2008, by and among
    Capital Senior Living Corporation, Boston Avenue Capital, LLC,
    York town Avenue Capital, LLC, Stephen J. Heyman, and James F.
    Adelson (Incorporated by reference to the Exhibit 10.1 to
    the Companys Current Report on
    Form 8-K
    filed by the Company with the Securities and Exchange Commission
    on March 26, 2008.)10
.55



Severance Agreement, dated December 12, 2008, by and among
    Capital Senior Living Corporation and James A. Stroud.
    (Incorporated by reference to the Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed by the Company with the Securities and Exchange Commission
    on December 16, 2008.)10
.56



Fourth Amendment to the Employment Agreement of Lawrence A.
    Cohen. (Incorporated by reference to exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    April 20, 2010.)10
.57



Second Amendment to the Employment Agreement of Keith N.
    Johannessen. (Incorporated by reference to exhibit 10.2 to
    the Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    April 20, 2010.)10
.58



Second Amendment to the Employment Agreement of Ralph A.
    Beattie. (Incorporated by reference to exhibit 10.3 to the
    Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    April 20, 2010.)




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##### Table of Contents



ExhibitNumber



Description10
.59



Master Lease Agreement, dated as of September 10, 2010,
    between Capital Texas S, LLC and the Landlord parties thereto.
    (Incorporated by reference to exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    September 16, 2010.)10
.60



Note, dated as of September 10, 2010, by Capital Texas S,
    LLC in favor of Health Care REIT, Inc. (Incorporated by
    reference to exhibit 10.2 to the Companys Current
    Report on
    Form 8-K
    filed with the Securities and Exchange Commission on
    September 16, 2010.)*21
.1



Subsidiaries of the Company*23
.1



Consent of Ernst & Young LLP*31
.1



Certification of Chief Executive Officer required by
    Rule 13a-14(a)
    or
    Rule 15d-14(a)*31
.2



Certification of Chief Financial Officer required by
    Rule 13a-14(a)
    or
    Rule 15d-14(a)*32
.1



Certification of Lawrence A. Cohen pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.*32
.2



Certification of Ralph A. Beattie pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith.