Acquisitions and Dispositions | Note 3: Acquisitions and Dispositions Acquisitions Merger with Chesapeake As a result of the Merger, we acquired a 100% ownership interest in the following 18 hotels: Hotel Location Rooms Hilton Denver City Center Denver, CO 613 W Chicago – Lakeshore Chicago, IL 520 Hyatt Regency Boston Boston, MA 502 Hyatt Regency Mission Bay Spa and Marina San Diego, CA 438 Boston Marriott Newton Newton, MA 430 Le Meridien New Orleans New Orleans, LA 410 W Chicago – City Center Chicago, IL 403 Royal Palm South Beach Miami, a Tribute Portfolio Resort Miami Beach, FL 393 Le Meridien San Francisco San Francisco, CA 360 JW Marriott San Francisco Union Square San Francisco, CA 344 Hyatt Centric Fisherman’s Wharf San Francisco, CA 316 Hotel Indigo San Diego Gaslamp Quarter San Diego, CA 210 Courtyard Washington Capitol Hill/Navy Yard Washington, DC 204 Homewood Suites by Hilton Seattle Convention Center Pike Street Seattle, WA 195 Hilton Checkers Los Angeles Los Angeles, CA 193 Ace Hotel Downtown Los Angeles Los Angeles, CA 182 Hotel Adagio, Autograph Collection San Francisco, CA 171 W New Orleans – French Quarter New Orleans, LA 97 5,981 The total consideration for the Merger was approximately $2 billion, which included the issuance of approximately 37.8 million shares of common stock valued at $25.88 per share to Chesapeake common shareholders based on the closing price of our common stock on September 17, 2019. We accounted for the Merger using the acquisition method of accounting. We preliminarily allocated the purchase price consisting of common stock issued of $978 million and cash of $1,013 million as follows: (in millions) Investment in hotel properties, net $ 2,220 Intangibles, net 45 Cash and cash equivalents 62 Restricted cash 38 Accounts receivable, net 26 Prepaid expenses 9 Other assets 2 Operating lease right-of-use asset 65 Debt (311 ) Accounts payable and accrued expenses (46 ) Due to hotel managers (15 ) Other liabilities (16 ) Operating lease liability (88 ) Total consideration $ 1,991 The estimated fair values for the assets acquired and the liabilities assumed are preliminary and are subject to change during the one-year measurement period as additional information related to the inputs and assumptions used in determining the fair value of the assets and liabilities becomes available. We will continue to review the underlying inputs and assumptions. Therefore, the purchase price allocation is not yet complete as of the date of this filing. Once the allocation is complete, an additional adjustment to the allocation may occur. We used the following valuation methodologies, inputs and assumptions to estimate the fair value of the assets acquired and liabilities assumed: • Investment in hotel properties – We estimated the fair values of the land and improvements, buildings and improvements, and furniture, fixtures and equipment at the hotel properties by using a combination of the market, cost and income approaches. These valuation methodologies are based on significant Level 3 inputs in the fair value hierarchy, such as estimates of future income growth, capitalization rates, discount rates, capital expenditures and cash flow projections at the respective hotel properties. • Intangible assets – We estimated the fair value of the air rights contract acquired as part of the Hyatt Regency Boston by calculating the present value of the difference between the contractual rental amounts according to the contract and the market rental rates for similar contracts, measured over a period equal to the remaining non-cancellable term of the contract. This valuation methodology is based on Level 3 inputs in the fair value hierarchy. The intangible asset is amortized using the straight-line method over the remaining term of the contract. • Above and below market lease liabilities – We estimated the fair value of our above and below market lease liabilities by calculating the present value of the difference between the contractual rental amounts paid according to the in-place lease agreements and the market rental rates for similar leased space, measured over a period equal to the remaining non-cancellable terms of the leases. This valuation methodology is based on Level 3 inputs in the fair value hierarchy. The above and below market lease liabilities are included as adjustments to the right-of-use asset in the accompanying condensed consolidated balance sheet. The above and below market lease liabilities are amortized as adjustments to ground rent expense over the remaining terms of the respective leases. • Operating lease right-of-use-asset and Operating lease liability – We estimated the fair value of the operating lease right-of-use asset and operating lease liability by calculating the present value of the fixed contractual rental amounts due over a period equal to the remaining non-cancellable terms of the leases. This valuation methodology is based on Level 3 inputs in the fair value hierarchy. • Debt – We estimated the fair value of the mortgage loans by calculating the present value of the remaining loan payments due over the term of the loans. This valuation methodology is based on Level 3 inputs in the fair value hierarchy. • Restricted cash, accounts receivable, prepaid expenses and other assets, accounts payable and accrued expenses, due to hotel managers and other liabilities – The amounts constitute the carrying amounts of the assets acquired and the liabilities assumed, which we believe approximate fair value because of their short-term nature. For the three and nine months ended September 30, 2019, we incurred $59 million and $65 million, respectively, in acquisition costs in connection with the Merger. Acquisition costs primarily related to severance, transfer tax and fees for financial advisors, legal, accounting, tax and other professional services in connection with the Merger. The Merger-related costs noted above are included in acquisition costs The following unaudited condensed pro-forma financial information presents the results of operations as if the Merger had taken place on January 1, 2018. The unaudited condensed pro-forma financial information is not necessarily indicative of what our actual results of operations would have been assuming the Merger had taken place on January 1, 2018, nor is it indicative of the results of operations for future periods. The unaudited condensed pro-forma financial information is as follows: For the three months ended September 30, For the nine months ended September 30, 2019 2018 2019 2018 (unaudited) (in millions) (in millions) Total revenues $ 797 $ 800 $ 2,440 $ 2,477 Operating income 63 112 350 483 Net income 23 70 227 460 From the date of Merger through September 30, 2019, we recognized $23 million of total revenues, $5 million of operating income and $4 million of net income related to the hotels acquired in connection with the Merger. Dispositions During the nine months ended September 30, 2019, we sold five consolidated hotels listed in the table below and we received total gross proceeds of $236 million and recognized a gain, net of selling costs, of $20 million on these hotels which is included in gain on sales of assets, net Hotel Location Month Sold Pointe Hilton Squaw Peak Resort Phoenix, Arizona February 2019 Hilton Nuremberg Nuremberg, Germany March 2019 Hilton Atlanta Airport Atlanta, Georgia June 2019 Hilton New Orleans Airport (1) New Orleans, Louisiana June 2019 Embassy Suites Parsippany (1) Parsippany, New Jersey June 2019 (1) Hotels were sold as a portfolio in the same transaction. During the nine months ended September 30, 2018, we sold 12 consolidated hotels for total gross proceeds of $379 million. We recognized a net gain of approximately $98 million, including the reclassification of a currency translation adjustment of $31 million from accumulated other comprehensive loss into earnings concurrent with the dispositions, which was included in gain on sales of assets, net Additionally, in May 2018, we and the other owners of our unconsolidated affiliates that owned the Hilton Berlin hotel sold our interests for gross proceeds of approximately $375 million, before customary closing adjustments, of which our pro rata share was approximately $151 million. We recognized a net gain of approximately $107 million, including the reclassification of a currency translation adjustment of $8 million from accumulated other comprehensive loss into earnings concurrent with the disposition, which is included in other gain (loss), net |