Carey Watermark Investors 8-K/A Financial Statements and Exhibits

Exhibit 99.2

CAREY WATERMARK INVESTORS INCORPORATED

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Our pro forma condensed consolidated balance sheet as of September 30, 2015 has been prepared as if the significant transaction during the fourth quarter of 2015 and first quarter of 2016 (noted herein) had occurred as of September 30, 2015. Our pro forma condensed consolidated statement of operations for the nine months ended September 30, 2015 and for the year ended December 31, 2014 have been prepared based on our historical financial statements as if the significant transactions and related financings during the year ended December 31, 2015 and during the first quarter of 2016 had occurred on January 1, 2014. Pro forma adjustments are intended to reflect what the effect would have been had we held our ownership interests as of January 1, 2014 on amounts that have been recorded in our historical consolidated statement of operations. In our opinion, all adjustments necessary to reflect the effects of these investments have been made.

The pro forma condensed consolidated financial information for the nine months ended September 30, 2015 should be read in conjunction with our historical consolidated financial statements and notes thereto in our Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2015. The pro forma condensed consolidated financial information for the year ended December 31, 2014 should be read in conjunction with our historical consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2014. The pro forma information is not necessarily indicative of our financial condition had the significant transactions occurred on September 30, 2015, or results of operations had the significant transactions occurred on January 1, 2014, nor are they necessarily indicative of our financial position, cash flows or results of operations of future periods. In addition, the provisional accounting is preliminary and therefore subject to change. Any such changes could have a material effect on the pro forma condensed consolidated financial information.

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CAREY WATERMARK INVESTORS INCORPORATED
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
September 30, 2015
(in thousands)
			CWI
			Historical			The Stoneleigh				Equinox				Pro Forma
Assets
Investments in real estate:
	Hotels, at cost		$	2,128,929		$	68,589		A	$	74,296		A	$	2,271,814
	Accumulated depreciation		(107,457		)	—				—				(107,457		)
		Net investments in hotels	2,021,472			68,589				74,296				2,164,357
Equity investments in real estate			86,774							—				86,774
Cash			90,897			(68,714		)	A	(74,224		)	A	24,041
						44,800			A	46,500			A
						(2,236		)	A	(3,950		)	A
						(1,314		)	A	(6,887		)	A
						(426		)	A	(405		)	A
Intangible assets, net			92,154			—				—				92,154
Accounts receivable			22,549			66			A	534			A	23,149
Restricted cash			76,854			1,314			A	6,887			A	85,055
Other assets			35,559			284			A	854			A	37,528
						426			A	405			A
	Total assets		$	2,426,259		$	42,789			$	44,010			$	2,513,058
Liabilities and Equity
Liabilities:
Non-recourse debt			$	1,316,737		$	44,800		A	$	46,500		A	$	1,408,037
Accounts payable, accrued expenses and other liabilities			105,304			225			A	1,460			A	106,989
Due to related parties and affiliates			3,021			—				—				3,021
Distributions payable			18,773			—				—				18,773
	Total liabilities		1,443,835			45,025				47,960				1,536,820
Commitments and contingencies
Equity:
CWI stockholders’ equity:
Common stock			133			—				—				133
Additional paid-in capital			1,111,355			—				—				1,111,355
Distributions and accumulated losses			(208,643		)	(2,236		)	A	(3,950		)	A	(214,829		)
Accumulated other comprehensive loss			(1,720		)	—				—				(1,720		)
Less: treasury stock at cost			(8,698		)	—				—				(8,698		)
	Total CWI stockholders’ equity		892,427			(2,236		)		(3,950		)		886,241
Noncontrolling interests			89,997			—				—				89,997
	Total equity		982,424			(2,236		)		(3,950		)		976,238
	Total liabilities and equity		$	2,426,259		$	42,789			$	44,010			$	2,513,058
The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

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CAREY WATERMARK INVESTORS INCORPORATED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Nine Months Ended September 30, 2015
(in thousands except share and per share amounts)
							Pro Forma Adjustments (Including Pre-Acquisition Historical Amounts)
				CWI Historical			2015 Acquisitions				Equinox				Weighted Average Shares
																	Pro Forma
Hotel Revenues
		Rooms		$	278,292		$	13,213		B	8,326			B			$	299,831
		Food and beverage		84,647			4,144			B	4,920			B			93,711
		Other operating revenue		32,682			423			B	3,091			B			36,196
			Total Hotel Revenues	395,621			17,780				16,337						429,738
Operating Expenses
	Hotel Expenses
		Rooms		60,125			2,293			C	2,136			C			64,554
		Food and beverage		61,184			2,899			C	3,168			C			67,251
		Other hotel operating expenses		18,107			114			C	1,543			C			19,764
		Sales and marketing		39,049			2,120			C	1,125			C			42,294
		General and administrative		32,568			1,522			C	1,271			C			35,361
		Repairs and maintenance		13,972			600			C	697			C			15,269
		Utilities		11,111			467			C	684			C			12,262
		Management fees		9,694			533			C	490			C			10,717
		Property taxes, insurance, rent and other		39,434			950			C	663			C			41,047
		Depreciation and amortization		50,262			2,604			C	1,735			C			54,601
			Total Hotel Expenses	335,506			14,102				13,512						363,120
	Other Operating Expenses
		Acquisition-related expenses		17,493			(6,469		)	D	(38		)	D			10,986
		Corporate general and administrative expenses		8,833			—				—						8,833
		Asset management fees to affiliate and other expenses		9,098			466			E	315			E			9,879
			Total Other Operating Expenses	35,424			(6,003		)		277						29,698
Operating Income				24,691			9,681				2,548						36,920
Other Income and (Expenses)
	Interest expense			(39,340		)	(2,368		)	F	(1,635		)	F			(43,343		)
	Equity in earnings of equity method investments in real estate			3,065			—				—						3,065
	Net gain on extinguishment of debt			1,840			—				—						1,840
	Other income			2,390			—				—						2,390
				(32,045		)	(2,368		)		(1,635		)				(36,048		)
(Loss) Income from Operations Before Income Taxes				(7,354		)	7,313				913						872
	Provision for income taxes			(6,741		)	(231		)	G	(227		)	G			(7,199		)
Net (Loss) Income				(14,095		)	7,082				686						(6,327		)
	Loss attributable to noncontrolling interests			2,196			—				—						2,196
Net (Loss) Income Attributable to CWI Stockholders				$	(11,899	)	$	7,082			$	686					$	(4,131	)
Basic and Diluted Loss Per Share				$	(0.09	)											$	(0.03	)
Basic and Diluted Weighted-Average Shares Outstanding				130,832,077											16,067,766	H	146,899,843
The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

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CAREY WATERMARK INVESTORS INCORPORATED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Year Ended December 31, 2014
(in thousands except share and per share amounts)
							Pro Forma Adjustments (Including Pre-Acquisition Historical Amounts)
				CWI Historical			2015 Acquisitions				Equinox				Weighted Average Shares
																	Pro Forma
Hotel Revenues
		Rooms		$	248,987		$	41,933		B	11,105			B			$	302,025
		Food and beverage		68,095			13,921			B	6,461			B			88,477
		Other operating revenue		30,997			1,253			B	3,989			B			36,239
			Total Hotel Revenues	348,079			57,107				21,555						426,741
Operating Expenses
	Hotel Expenses
		Rooms		64,483			7,860			C	2,885			C			75,228
		Food and beverage		50,666			9,943			C	4,603			C			65,212
		Other hotel operating expenses		17,167			920			C	1,999			C			20,086
		Sales and marketing		32,431			6,642			C	1,376			C			40,449
		General and administrative		27,951			4,725			C	1,662			C			34,338
		Repairs and maintenance		13,121			1,897			C	910			C			15,928
		Utilities		10,524			1,614			C	1,079			C			13,217
		Management fees		8,169			1,713			C	647			C			10,529
		Property taxes, insurance, rent and other		24,920			3,560			C	954			C			29,434
		Depreciation and amortization		46,358			9,006			C	2,313			C			57,677
			Total Hotel Expenses	295,790			47,880				18,428						362,098
	Other Operating Expenses
		Acquisition-related expenses		25,899			(23		)	D	—						25,876
		Corporate general and administrative expenses		11,845			—				—						11,845
		Asset management fees to affiliate and other		7,329			1,463			E	421			E			9,213
			Total Other Operating Expenses	45,073			1,440				421						46,934
Operating Income				7,216			7,787				2,706						17,709
Other Income and (Expenses)
	Interest expense			(36,405		)	(6,795		)	F	(2,179		)	F			(45,379		)
	Equity in losses of equity method investments in real estate			(731		)	—				—						(731		)
	Other income			46			—				—						46
				(37,090		)	(6,795		)		(2,179		)				(46,064		)
(Loss) Income from Operations Before Income Taxes				(29,874		)	992				527						(28,355		)
	Provision for income taxes			(3,846		)	(778		)	G	(300		)	G			(4,924		)
Net (Loss) Income				(33,720		)	214				227						(33,279		)
	Loss attributable to noncontrolling interests			988			—				—						988
Net (Loss) Income Attributable to CWI Stockholders				$	(32,732	)	$	214			$	227					$	(32,291	)
Basic and Diluted Loss Per Share				$	(0.38	)											$	(0.32	)
Basic and Diluted Weighted-Average Shares Outstanding				85,124,745											16,067,766	H	101,192,511
The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

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CAREY WATERMARK INVESTORS INCORPORATED

NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Basis of Presentation

The pro forma condensed consolidated balance sheet as of September 30, 2015 and the pro forma condensed consolidated statement of operations for the nine months ended September 30, 2015 were derived from our historical consolidated financial statements included in our Quarterly Report on Form 10-Q as of and for the nine months ended September 30, 2015. The pro forma condensed consolidated statement of operations for the year ended December 31, 2014 was derived from our historical consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Note 2. Historical Acquisitions

Other 2015 Transactions

On February 12, 2015, March 19, 2015 and November 20, 2015, we acquired controlling interests in three hotels: Westin Minneapolis, Westin Pasadena and Le Méridien Dallas, The Stoneleigh, respectively, from HEI Hotels & Resorts, an unaffiliated third party (collectively, our "2015 Acquisitions").

Except for the acquisition of Le Méridien Dallas, The Stoneleigh, all of the transactions noted above are reflected in our historical consolidated balance sheet at September 30, 2015 and, therefore, no pro forma adjustments to our historical consolidated balance sheet as of September 30, 2015 were required. In addition, except for the acquisition of Le Méridien Dallas, The Stoneleigh, all of the transactions noted above are reflected in our historical consolidated statement of operations for the nine months ended September 30, 2015 from their respective dates of acquisition through September 30, 2015. We made pro forma adjustments (Note 3, adjustments B through H) to reflect the impact on our results of operations had these acquisitions been made on January 1, 2014.

Note 3. Pro Forma Adjustments

A. Investment

Equinox

On February 17, 2016, we acquired Equinox, A Luxury Collection Golf Resort & Spa, or Equinox, from HEI Hotels & Resorts, and acquired real estate and other hotel assets, net of assumed liabilities, totaling $74.2 million, as detailed in the table that follows. The 195-room resort is located in Manchester Village, Vermont. The hotel will continue to be managed by HEI Hotels & Resorts.

We acquired Equinox through a wholly-owned subsidiary and obtained a non-recourse mortgage loan of $46.5 million, with a fixed interest rate of 4.51%. The loan is interest-only for 36 months and has a maturity date of March 1, 2021. We capitalized $0.4 million of deferred financing costs related to this loan.

In connection with this acquisition, we expensed acquisition costs of $4.0 million, including acquisition fees of $2.2 million paid to our advisor, which are reflected as a charge to Distributions and accumulated losses in the pro forma condensed consolidated balance sheet as of September 30, 2015. We placed $6.9 million into lender-held escrow accounts primarily in connection with planned renovations.

Le Méridien Dallas, The Stoneleigh

On November 20, 2015, we acquired Le Méridien Dallas, The Stoneleigh, or The Stoneleigh, from HEI Hotels & Resorts, and acquired real estate and other hotel assets, net of assumed liabilities, totaling $68.7 million, as detailed in the table that follows. The 176-room full-service hotel is located in Dallas, Texas. The hotel will continue to be managed by HEI Hotels & Resorts.

We acquired The Stoneleigh through a wholly-owned subsidiary and obtained a non-recourse mortgage loan of $44.8 million, with an interest rate of London Interbank Offered Rate plus 3.25%, which has effectively been capped through the use of an interest rate cap. The loan is interest-only for 36 months and has a maturity date of December 1, 2020. We capitalized $0.4 million of deferred financing costs related to this loan.

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Notes to Pro Forma Condensed Consolidated Financial Statements

The effect of an increase or decrease in interest rates of 1/8% on pro forma interest expense is less than $0.1 million for both the nine months ended September 30, 2015 and the year ended December 31, 2014.

In connection with this acquisition, we expensed acquisition costs of $2.2 million, including acquisition fees of $1.8 million paid to our advisor, which are reflected as a charge to Distributions and accumulated losses in the pro forma condensed consolidated balance sheet as of September 30, 2015. We placed $1.3 million into lender-held escrow accounts in connection with planned renovations.

The following table presents a summary of assets acquired and liabilities assumed in these business combinations, at the date of acquisition (in thousands):

			The Stoneleigh			Equinox
Acquisition consideration
	Cash consideration		$	68,714		$	74,224
Assets acquired at fair value:
	Buildings		$	57,989		$	58,396
	Land		9,400			14,800
	Furniture, fixtures and equipment		1,200			1,100
	Accounts receivable		66			534
	Other assets		284			854
Liabilities assumed at fair value:
	Accounts payable, accrued expenses, and other liabilities		(225		)	(1,460		)
		Net assets acquired at fair value	$	68,714		$	74,224

B. Hotel Revenue

Pro forma adjustments for hotel revenue are derived from the historical financial statements of each of our investments. The following pro forma adjustments for the nine months ended September 30, 2015 and the year ended December 31, 2014 represent the hotel revenues that would have been incurred in addition to those presented in our historical consolidated financial statements, when applicable (in thousands):

	Pre-Acquisition Historical
	Nine Months Ended September 30, 2015
	2015 Acquisitions		Equinox
Rooms	$	13,213	$	8,326
Food and beverage	4,144		4,920
Other operating revenue	423		3,091
	$	17,780	$	16,337

	Pre-Acquisition Historical
	Year Ended December 31, 2014
	2015 Acquisitions	Equinox
Rooms	41,933	11,105
Food and beverage	13,921	6,461
Other operating revenue	1,253	3,989
	57,107	21,555

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Notes to Pro Forma Condensed Consolidated Financial Statements

C. Hotel Expenses

Pro forma adjustments for hotel expenses are derived from the historical financial statements of our investments except for those related to depreciation and amortization, sales and marketing, and management fees, as illustrated below. The following pro forma adjustments for the nine months ended September 30, 2015 and the year ended December 31, 2014 represent the incremental hotel expenses that would have been incurred in addition to those presented in our historical consolidated financial statements, when applicable (in thousands):

	Pre-Acquisition Historical
	Nine Months Ended September 30, 2015
	2015 Acquisitions		Equinox
Rooms	$	2,293	$	2,136
Food and beverage	2,899		3,168
Other hotel operating expenses	114		1,543
General and administrative	1,522		1,271
Repairs and maintenance	600		697
Utilities	467		684
Property taxes, insurance, rent and other	950		663
	$	8,845	$	10,162

	Pre-Acquisition Historical
	Year Ended December 31, 2014
	2015 Acquisitions		Equinox
Rooms	$	7,860	$	2,885
Food and beverage	9,943		4,603
Other hotel operating expenses	920		1,999
General and administrative	4,725		1,662
Repairs and maintenance	1,897		910
Utilities	1,614		1,079
Property taxes, insurance, rent and other	3,560		954
	$	30,519	$	14,092

Adjusted Hotel Expenses

Pro forma adjustments for sales and marketing and management fees reflect expenses resulting from franchise and management agreements, respectively, entered into upon acquisition, when applicable. Pro forma adjustments for depreciation and amortization reflect depreciation and amortization of the acquired assets at fair value on a straight-line basis using the estimated useful lives of the properties (limited to 40 years for buildings and ranging generally from four years up to the remaining life of the building at the time of addition for building improvements), site improvements (generally four to 15 years) and furniture, fixtures and equipment (generally one to 12 years). The following pro forma adjustments for the nine months ended September 30, 2015 and the year ended December 31, 2014 represent the hotel expenses that would have been incurred in addition to those presented in our historical consolidated financial statements, when applicable (in thousands):

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Notes to Pro Forma Condensed Consolidated Financial Statements

	Nine Months Ended September 30, 2015
	2015 Acquisitions			Equinox
Sales and marketing - pre-acquisition historical	$	1,876		$	1,163
Sales and marketing - pro forma adjustments	244			(38		)
Sales and marketing - pro forma results	$	2,120		$	1,125
Management fees - pre-acquisition historical	$	550		$	490
Management fees - pro forma adjustments	(17		)	—
Management fees - pro forma results	$	533		$	490
Depreciation and amortization - pre-acquisition historical	$	2,295		$	2,729
Depreciation and amortization - pro forma adjustments	309			(994		)
Depreciation and amortization - pro forma results	$	2,604		$	1,735

	Year Ended December 31, 2014
	2015 Acquisitions			Equinox
Sales and marketing - pre-acquisition historical	$	5,949		$	1,426
Sales and marketing - pro forma adjustments	693			(50		)
Sales and marketing - pro forma results	$	6,642		$	1,376
Management fees - pre-acquisition historical	$	1,791		$	647
Management fees - pro forma adjustments	(78		)	—
Management fees - pro forma results	$	1,713		$	647
Depreciation and amortization - pre-acquisition historical	$	5,918		$	3,546
Depreciation and amortization - pro forma adjustments	3,088			(1,233		)
Depreciation and amortization - pro forma results	$	9,006		$	2,313

8

Notes to Pro Forma Condensed Consolidated Financial Statements

D. Acquisition-Related Expenses

Acquisition costs of $6.5 million and less than $0.1 million related to our 2015 Acquisitions and Equinox, respectively, which are non-recurring in nature, are reflected in our historical consolidated statement of operations for the nine months ended September 30, 2015. For the year ended December 31, 2014, less than $0.1 million of acquisition costs related to our 2015 Acquisitions are reflected in our historical consolidated statement of operations. We have reflected a pro forma adjustment to exclude these non-recurring charges from our pro forma condensed consolidated statement of operations.

E. Asset Management Fees

We pay our advisor an annual asset management fee equal to 0.50% of the aggregate average market value of our investments. Pro forma adjustments for such fees are reflected in the accompanying pro forma condensed consolidated statement of operations in order to reflect what the fee would have been had the acquisition of investments occurred on January 1, 2014. The following pro forma adjustments for the nine months ended September 30, 2015 and year ended December 31, 2014 represent incremental asset management fees that would have been incurred in addition to asset management fees presented in our historical consolidated financial statements (in thousands):

	Nine Months Ended September 30, 2015
	2015 Acquisitions		Equinox
Asset management fee expense - pre-acquisition historical	$	45	$	—
Asset management fee expense - pro forma adjustments	421		315
Asset management fee expense - pro forma results	$	466	$	315

	Year Ended December 31, 2014
	2015 Acquisitions		Equinox
Asset management fee expense - pre-acquisition historical	$	60	$	—
Asset management fee expense - pro forma adjustments	1,403		421
Asset management fee expense - pro forma results	$	1,463	$	421

F. Interest Expense

The following pro forma adjustments for the nine months ended September 30, 2015 and year ended December 31, 2014 represent the incremental interest expense that would have been incurred in addition to the amount presented in our historical consolidated financial statements (in thousands):

	Nine Months Ended September 30, 2015
	2015 Acquisitions		Equinox
Interest expense - pre-acquisition historical	$	1,410	$	791
Interest expense - pro forma adjustments	958		844
Interest expense - pro forma results	$	2,368	$	1,635

	Year Ended December 31, 2014
	2015 Acquisitions		Equinox
Interest expense - pre-acquisition historical	$	4,082	$	1,065
Interest expense - pro forma adjustments	2,713		1,114
Interest expense - pro forma results	$	6,795	$	2,179

9

Notes to Pro Forma Condensed Consolidated Financial Statements

G. Provision for Income Taxes

We have reflected pro forma adjustments related to our investments based upon an estimated effective tax rate, which takes into account the fact that certain activities are taxable and other activities are pass-through items for income tax purposes. The following pro forma adjustments for the nine months ended September 30, 2015 and year ended December 31, 2014 reflect the incremental income tax provisions that would have been incurred, based on the new entity structure, in addition to the amounts presented in our historical consolidated financial statements, if any (in thousands):

	Nine Months Ended September 30, 2015
	2015 Acquisitions		Equinox
Provision for income taxes - pre-acquisition historical	$	—	$	—
Provision for income taxes - pro forma adjustments	231		227
Provision for income taxes - pro forma results	$	231	$	227

	Year Ended December 31, 2014
	2015 Acquisitions		Equinox
Provision for income taxes - pre-acquisition historical	$	—	$	—
Provision for income taxes - pro forma adjustments	778		300
Provision for income taxes - pro forma results	$	778	$	300

H. Weighted-Average Shares

The pro forma weighted-average shares outstanding were determined as if the number of shares required to raise the funds used for each acquisition included in these pro forma condensed consolidated financial statements were issued on January 1, 2014.

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