H World Group Limited (HTHT) 6-K Current report (foreign)

Exhibit 99.2

HUAZHU GROUP LIMITED

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On November 4, 2019, Huazhu Group Limited (the “Company”) entered into a definitive Share Purchase Agreement with the shareholders of Steigenberger Hotels Aktiengesellschaft(the “Deutsche Hospitality”), a company established under the laws of Germany, to acquire 100% of the equity interest in Deutsche Hospitality for an initial aggregated consideration in cash of approximately EUR720 million, with customary closing consideration adjustment. As of January 2, 2020, all the consideration had been settled and the acquisition had completed.

The accompanying unaudited pro forma condensed combined income statement for the fiscal year ended December 31, 2019 combines the historical consolidated income statements of the Company and Deutsche Hospitality, giving effect to this acquisition as if it had occurred on January 1, 2019.

The accompanying unaudited pro forma condensed combined balance sheet as of December 31, 2019 combines the historical consolidated balance sheet of the Company and Deutsche Hospitality, giving effect to this acquisition as if it was consummated on December 31, 2019.

The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that (1) are directly attributable to the acquisition of Deutsche Hospitality, (2) are factually supportable, and (3) with respect to the income statements, have a continuing impact on combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements. In addition, the unaudited pro forma condensed combined financial information was based on and should be read in conjunction with the companies’ historical statements referenced below:

• separate historical financial statements of the Company as of and for the year ended December 31, 2019 and the related notes included in Company’s 2019 Annual Report onForm 20-F;

• separate historical financial statements of Deutsche Hospitality as of and for the year ended December 31, 2019 and the related notes included in the Current Report on Form6-K furnished with the Securities and Exchange Commission on May 1, 2020;

The historical financial statements of the Company were prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The historical financial statements of Deutsche Hospitality were prepared in accordance with the international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”) and were originally presented in Euro (EUR). For the pro forma income statement for the year ended December 31, 2019, and the pro forma balance sheet as of December 31, 2019, the Deutsche Hospitality statements have been converted into U.S. GAAP, and converted to Renminbi (RMB) using an exchange rate of 7.8160 on December 31, 2019.

There were no transactions between the Company and Deutsche Hospitality during the periods presented in the unaudited pro forma condensed combined financial statements that would need to be eliminated.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under existing U.S. GAAP. The Company has been determined to be the acquirer under the acquisition method of accounting. The unaudited pro forma condensed combined financial information is based on the assumptions and adjustments that are described in the accompanying notes. Accordingly, the pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed, including but not limited to the final assessment of the determination of differences between IFRS and U.S. GAAP, and of the application of purchase price adjustments, and have been made solely for the purpose of providing unaudited pro forma condensed combined financial information. Due to the timing of the close of the transaction, the Company is still finalizing the allocation of the purchase price to the individual assets acquired and liabilities assumed. The allocation of the purchase price included in the pro forma statements is based on the best estimate of management and is preliminary and subject to change. To assist management in the allocation, the Company engaged valuation specialists to prepare appraisals. The Company will finalize the amounts recognized as the information necessary to complete the analysis is obtained.

The unaudited pro forma condensed combined financial information is not necessarily indicative of the financial position and operating results that would have been achieved had the transaction been in effect as of the dates indicated and should not be construed as being a representation of financial position or future operating results of the combined companies. There can be no assurance that the Company and Deutsche Hospitality will not incur additional charges related to the acquisition or that management will be successful in its effort to integrate the operations of the two entities.

In addition, the unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve and realize as a result of the acquisition, the costs to integrate the operations of the Company and Deutsche Hospitality, or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.

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HUAZHU GROUP LIMITED

UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT

Year Ended December 31, 2019

(In millions, except share and per share data)

				Deutsche Hospitality
	Company			IFRS			GAAP Adjustment/ Conforming			U.S. GAAP			U.S. GAAP			Pro Forma Adjustments			Notes			Pro Forma Results
							Note [A]
	RMB			EUR			EUR			EUR			RMB			RMB						RMB
Revenues:
Leased and owned hotels		7,718			—			470			470			3,674			—						11,392
Manachised and franchised hotels		3,342			—			11			11			86			—						3,428
Others		152			—			3			3			23			—						175
Revenues		—			471			(471	)		—			—			—						—
Total revenues		11,212			471			13			484			3,783			—						14,995
Other operating income		—			27			(27	)		—			—			—						—
Operating costs and expenses:
Hotel operating costs		7,190			—			393			393			3,072			20			[B	]		10,282
Other operating costs		57			—			—			—			—			—						57
Selling and marketing expenses		426			—			50			50			391			—						817
General and administrative expenses		1,061			—			43			43			336			(70	)		[C	]		1,327
Pre-opening expenses		502			—			0			0			0			—						502
Other operating expenses		—			118			(118	)		—			—			—						—
Cost of materials and services		—			110			(110	)		—			—			—						—
Personnel expenses		—			147			(147	)		—			—			—						—
Depreciation, amortization and impairment		—			86			(86	)		—			—			—						—
Total operating costs and expenses		9,236			461			25			486			3,799			(50	)					12,985
Other operating income (expenses), net		132			—			15			15			117			—						249
Income (Loss) from operations		2,108			37			(24	)		13			101			50						2,259
Interest income		160			—			0			0			0			—						160
Interest expenses		315			—			13			13			102			—						417
Other income (expense), net		331			—			0			0			0			—						331
Unrealized gains (losses) from fair value changes of equity securities		316			—			2			2			16			—						332
Foreign exchange (loss)		(35	)		—			(0	)		(0	)		(0	)		—						(35	)
Finance income		—			2			(2	)		—			—			—						—
Finance expenses		—			54			(54	)		—			—			—						—
Share of profit (loss) of associates		—			(1	)		1			—			—			—						—
Income (Loss) before income taxes		2,565			(16	)		18			2			15			50						2,630
Income tax expense (benefit)		640			(2	)		5			3			23			16			[D	]		679
Income (Loss) from equity method investments		(164	)		—			(1	)		(1	)		(8	)		—						(172	)
Net income (loss)		1,761			—			(2	)		(2	)		(16	)		34						1,779
Loss for the year		—			(14	)		14			—			—			—						—
Less: net (loss) income attributable to noncontrolling interest		(8	)		—			—			—			—			—						(8	)
Net income attributable to Huazhu Group Limited/Deutsche Hospitality		1,769			(14	)		12			(2	)		(16	)		34						1,787
Earnings per share:
Basic		6.22																					6.29
Diluted		5.94																					6.01
Weighted average number of shares used in computation:
Basic		284,305,138																					284,305,138
Diluted		304,309,890																					304,309,890

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HUAZHU GROUP LIMITED

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of December 31, 2019

(In millions)

			Deutsche Hospitality
	Company		IFRS		GAAP Adjustment/ Conforming			U.S. GAAP		U.S. GAAP		Pro Forma Adjustments			Notes			Pro Forma Results
					Note [A]
	RMB		EUR		EUR			EUR		RMB		RMB						RMB
ASSETS
Current assets:
Cash and cash equivalents		3,234		44		—			44		344		—						3,578
Restricted cash		10,765		—		—			—		—		(5,393	)		[E	]		5,372
Short-term investments measured at fair value		2,908		—		0			0		0		—						2,908
Accounts receivable, net		218		—		30			30		235		—						453
Loan receivables, net		193		—		—			—		—		—						193
Amounts due from related parties		182		—		10			10		78		(77	)		[E	]		183
Inventories		57		4		—			4		31		—						88
Other current assets		699		7		4			11		86		—						785
Trade receivables		—		30		(30	)		—		—		—						—
Current income tax receivables		—		1		—			1		8		—						8
Other current financial assets		—		13		(13	)		—		—		—						—
Contract assets		—		1		(1	)		—		—		—						—
Total current assets		18,256		100		—			100		782		(5,470	)					13,568
Property and equipment, net		5,854		—		75			75		586		—						6,440
Intangible assets, net		1,662		9		(3	)		6		47		3,604			[F	]		5,313
Operating leaseright-of-use assets		20,875		—		1,103			1,103		8,621		—						29,496
Land use rights, net		215		—		—			—		—		—						215
Long-term investments		1,929		—		18			18		141		—						2,070
Goodwill		2,657		—		3			3		23		3,044			[F	]		5,724
Loan receivables, net		280		—		3			3		23		—						303
Othernon-current assets		707		8		—			8		63		(156	)		[E	]		614
Deferred income tax assets		548		26		(4	)		22		172		—						720
Property, plant and equipment		—		75		(75	)		—		—		—						—
Right-of-use assets		—		1,316		(1,316	)		—		—		—						—
Finance leaseright-of-use assets		—		—		230			230		1,798		—						1,798
Loans to affiliated and associated companies		—		0		(0	)		—		—		—						—
Amounts due from related parties, noncurrent		—		—		0			0		0		—						0
Investments in associates and joint ventures		—		16		(16	)		—		—		—						—
Othernon-current financial assets		—		5		(5	)		—		—		—						—
Total assets		52,983		1,555		13			1,568		12,256		1,022						66,261
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt		8,499		—		—			—		—		—						8,499
Accounts payable		1,176		—		34			34		266		—						1,442
Amounts due to related parties		95		—		0			0		0		—						95
Salary and welfare payables		491		—		10			10		78		—						569
Deferred revenue		1,179		—		31			31		242		—						1,421
Operating lease liabilities, current		3,082		—		38			38		297		—						3,379
Accrued expenses and other current liabilities		1,856		10		13			23		180		—						2,036
Dividends payable		678		—		—			—		—		—						678
Income tax payable		231		—		2			2		16		—						247
Current income tax liabilities		—		2		(2	)		—		—		—						—
Trade payables		—		34		(34	)		—		—		—						—
Current leasing liabilities		—		41		(41	)		—		—		—						—
Finance lease liabilities, current		—		—		3			3		23		—						23
Contract liabilities		—		29		(29	)		—		—		—						—
Other financial liabilities		—		13		(13	)		—		—		—						—
Current provisions		—		12		(12	)		—		—		—						—
Total current liabilities		17,287		141		—			141		1,102		—						18,389
Long-term debt		8,084		—		16			16		125		—						8,209
Operating lease liabilities, noncurrent		18,496		—		1,095			1,095		8,559		—						27,055
Deferred revenue		559		—		—			—		—		—						559
Othernon-current liabilities		566		0		10			10		78		—						644
Deferred income tax liabilities		491		1		0			1		8		1,124			[F	]		1,623
Non-current leasing liabilities		—		1,372		(1,372	)		—		—		—						—

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				Deutsche Hospitality
	Company			IFRS			GAAP Adjustment/ Conforming			U.S. GAAP			U.S. GAAP			Pro Forma Adjustments			Notes			Pro Forma Results
							Note [A]
	RMB			EUR			EUR			EUR			RMB			RMB						RMB
Finance lease liability, noncurrent		—			—			277			277			2,165			—						2,165
Non-current borrowings and other financial liabilities		—			16			(16	)		—			—			—						—
Retirement benefit obligations		—			15			(0	)		15			117			—						117
Non-current provisions		—			10			(10	)		—			—			—						—
Total liabilities		45,483			1,555			0			1,555			12,154			1,124						58,761
Equity:
Ordinary shares		0			—			—			—			—			—						0
Treasury shares		(107	)		—			—			—			—			—						(107	)
Additionalpaid-in capital		3,834			—			—			—			—			—						3,834
Retained earnings (accumulated deficit)		3,701			(29	)		18			(11	)		(86	)		86			[G	]		3,701
Accumulated other comprehensive income(loss)		(49	)		—			12			12			94			(94	)		[G	]		(49	)
Subscribed share capital		—			12			—			12			94			(94	)		[G	]		—
Capital reserves		—			13			(13	)		—			—			—						—
Other reserves		—			4			(4	)		—			—			—						—
Total Huazhu Group Limited/Deutsche Hospitality shareholders’ equity		7,379			0			13			13			102			(102	)					7,379
Noncontrolling interest		121			—			—			—			—			—						121
Total equity		7,500			0			13			13			102			(102	)					7,500
Total liabilities and equity		52,983			1,555			13			1,568			12,256			1,022						66,261

The accompanying notes are an integral part of these unaudited pro forma condensed combined financial statements.

P-4

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1. Basis of Pro Forma Presentation

As of January 2, 2020, the agreed closing date, the legal title of Deutsche Hospitality was transferred to the Company, and meanwhile the Company paid all the initial aggregated consideration. Accordingly, the Company obtained the effective control of Deutsche Hospitality, therefore the Company determined the acquisition date to be January 2, 2020.

The Company has engaged a third party valuation specialist firm with the assessment of purchase price allocation as of the closing date, and then performed preliminary results with identifiable intangible assets and goodwill based on the unaudited financial information of Deutsche Hospitality as of January 2, 2020. For purposes of the pro forma condensed combined consolidated financial statements for the year 2019 presented herein, the Company has (i) assumed that the carrying value of all assets and liabilities other than the intangible assets and goodwill identified upon acquisition approximated their respective acquisition-date fair values, (ii) has performed a preliminary valuation of Deutsche Hospitality’s identifiable intangible assets as of January 2, 2020 and assumed that such values will approximate the fair value of those assets as of December 31, 2019, and (iii) has computed the value of goodwill based on a total preliminary purchase price, after deducting the assets and liabilities identified in (i) and (ii) above.

Intangible asset identified represents the trademarks of Deutsche Hospitality with indefinite life, manachised hotel agreements with franchisees which are expect to be amortized over estimated useful lives of approximately 20 years, andnon-compete agreement which is expected to be amortised over 2 years. a) The fair value of trademarks of Deutsche Hospitality was established using a form of valuation approach known as the “relief from royalty method”, which applied an estimated royalty rate to derive the expectedafter-tax royalty cash flows from the trademarks, discounted to present value. Inputs used in the relief from royalty method included the discount rate of 9.5%, the estimated income tax rate of 31.1% and the estimated royalty rates ranging from 0.5% to 3% depending on different brands; b) The fair value of manachised hotel agreements was established using a form of income approach known as the “multi-period excess earning method”. In applying this method, the earnings expected to be generated by the intangible asset are forecasted over the estimated duration of the intangible asset. The earnings are then adjusted by taxes and the required return for the use of the contributory assets. Theafter-tax excess cash flows are then present-valued to estimate the value of the intangible asset as of the estimate date. Inputs used in the excess earnings method included the discount rate of 9.5%, the estimated income tax rate of 31.1% , and the estimated life of manachised hotel agreements of remaining contract terms; c) The fair value ofnon-compete agreement was established using a form of income approach known as the “comparative method” under which fair value of thenon-compete agreement was calculated by comparing the net cash flows in an environment of competition between the contractual parties, with the net cash flow when the clause avails, and by taking into account the probability of competing in absence of such clause. Similar to all other intangible assets,after-tax cash flows need to be discounted at 9.5% under the comparative method, to conclude the present value of theafter-tax cash flows of the business.

The fair value of deferred tax liability associated with the identified intangible asset was estimated using the fair value of the intangible asset identified multiplied by the statutory income tax rate of the Deutsche Hospitality’s subsidiaries that hold the contracts and trademarks.

The total purchase price consisted of the following:

	Amount(EUR’000)
Initial consideration		719,877
Closing adjustment		*
Total purchase price		719,877

* Closing adjustment represents customary closing adjustment clauses as defined in the Share Purchase Agreement, which was not finalized as of this report date.

P-5

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION - continued

1. Basis of Pro Forma Presentation - continued

Under the acquisition method of accounting, the net assets of Deutsche Hospitality acquired pursuant to the acquisition were recorded at their fair values as of the date of the closing of the acquisition based on preliminary purchase price allocation results prepared by a third-party appraiser. The pro forma adjustments that are reflected in the preliminary purchase price allocation are shown below:

	Amount(EUR’000)			Amortization period
Tangible assets and liability acquired
Current assets		100,439
Property and equipment, net		75,058		2-25 years
Operating leaseright-of-use assets		1,103,057		The lease terms
Finance leaseright-of-use assets		229,681		Shorter of estimated useful lives of the assets and the lease terms
Other non-current assets		50,881
Lease liabilities, current		(40,682	)
Other current liabilities		(100,422	)
Lease liabilities, noncurrent		(1,372,202	)
Other non-current liabilities		(42,280	)
Intangible assets acquired		6,507		3-10 years
Goodwill acquired		2,631
Intangible assets identified in this transaction
Non-compete agreement		1,479		2 years
Manachised hotel agreements		34,943		Remaining contract terms
Trademarks		424,729		Indefinite life
Goodwill recognized in this transaction		389,476
Deferred tax liabilities		(143,418	)
		719,877

The unaudited pro forma combined financial information is based on assumptions and adjustments that are described in the accompanying notes. The application of the acquisition method of accounting is dependent upon certain preliminary valuations that have yet to be finalized. Accordingly, the pro forma adjustments reflected in the unaudited pro forma combined financial information are preliminary and based on estimates, subject to further revision as additional information becomes available, and have been made solely for the purpose of providing the unaudited pro forma combined financial information. Other than as disclosed in the notes thereto, the unaudited pro forma combined financial data does not reflect any additional liabilities,off-balance sheet commitments or other obligations that may become payable after the date of such financial data.

P-6

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION - continued

2. Pro Forma Adjustments

The Company’s unaudited pro forma condensed combined financial statements give effect to the following pro forma adjustments on the unaudited financial statements:

Note [A]: As the Deutsche Hospitality statements were prepared in accordance with IFRS, the Company made several adjustments to convert the Deutsche Hospitality statements from IFRS to U.S. GAAP, and to conform its presentation to the Company’s presentation. Below are the GAAP conversion and conforming adjustments in the pro forma condensed combined financial information. Refer to “GAAP Adjustment/Conforming” column within the pro forma condensed combined balance sheet and the pro forma condensed combined income statement for additional details.

• To adjust operating leaseright-of-use assets, retained earnings, and hotel operating costs of EUR17 million of Deutsche Hospitality in order to reflect the differences in lease accounting between U.S. GAAP and IFRS.

• To reclassify the revenues of EUR471 million of Deutsche Hospitality to leased and owned hotels, manachised and franchised hotels and others in order to conform to the Company’s presentation.

• To reclassify the cost of materials and services of EUR110 million, personnel expenses of EUR147 million, depreciation, amortization and impairment of EUR86 million, other operating income of EUR27 million, other operating expenses of EUR118 million, finance income and finance expenses of Deutsche Hospitality in order to conform to the Company’s presentation.

• To reclassify the other current financial assets and contract assets of Deutsche Hospitality to amounts due from related parties, other current assets and short -term investments measured at fair value in order to conform to the Company’s presentation.

• To reclassify the goodwill of Deutsche Hospitality existed before this acquisition from intangible assets to goodwill in order to conform to the Company’s presentation.

• To reclassify the investments in associates and joint ventures and othernon-current financial assets of Deutsche Hospitality to long term investments and loan receivables in order to conform to the Company’s presentation.

• To reclassify the contract liabilities, other financial liabilities and current provisions of Deutsche Hospitality to deferred revenue, accrued expenses and other current liabilities and salary and welfare payable in order to conform to the Company’s presentation.

• To reclassify thenon-current borrowings and other financial liabilities andnon-current provision of Deutsche Hospitality to long-term debt and other long-term liabilities in order to conform to the Company’s presentation.

• To reclassify theright-of-use assets, current leasing liabilities andnon-current leasing liabilities of Deutsche Hospitality to operating leaseright-of-use assets, finance leaseright-of-use assets, operating lease liabilities and finance lease liabilities in order to conform to the Company’s presentation.

Note [B]: The Company calculated the amortization of identifiable intangible assets related to the acquisition of Deutsche Hospitality to be RMB20 million for the year ended December 31, 2019. The calculation uses the straight-line method over the estimated useful lives.

Note [C]: The Company incurred RMB66 million in transaction costs directly related to the acquisition in year 2019. Deutsche Hospitality incurred RMB4 million in transaction costs directly related to the acquisition in year 2019. These costs mainly included legal and consulting fees. The Company and Deutsche Hospitality recognized these factually supportable costs as “general and administrative expenses” for the year ended December 31, 2019.

Considering the transaction costs of RMB66 million incurred by the Company and RMB4 million incurred by Deutsche Hospitality arenon-recurring in nature, they were eliminated from the pro forma condensed combined income statement for pro forma purposes.

Note [D]: For pro forma purpose, the Company recorded Deutsche Hospitality’s income tax benefits related to the pro forma amortization of the intangible assets, and the tax impact resulting from Note C, based on the statutory income tax rate.

Note [E]: To reflect the settlement of the purchase price of EUR720 million (RMB5,626 million).

Note [F]: To reflect the intangible assets identified, related deferred tax liabilities and goodwill recognized in this transaction.

P-7

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION - continued

2. Pro Forma Adjustments - continued

Note [G]: To eliminate the Deutsche Hospitality’s subscribed share capital, capital reserves, other reserves and accumulated deficit balances.

P-8