8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 13, 2019

CorePoint Lodging Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-38168	82-1497742
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

909 Hidden Ridge, Suite 600, Irving, Texas 75038

(Address of Principal Executive Offices) (Zip Code)

(972) 893-3199

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	CPLG	New York Stock Exchange

Item 2.02 Results of Operations and Financial Condition.

On May 14, 2019, CorePoint Lodging Inc. (the “Company”) issued a press release announcing the results of the Company’s operations for the quarter ended March 31, 2019. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with a reduction in force approved by the Company’s board of directors, John W. Cantele, the Company’s Executive Vice President and Chief Operating Officer, will cease to serve in such role, effective May 15, 2019.

On May 13, 2019, the Company and Mr. Cantele entered into a Separation and Release Agreement (the “Separation Agreement”), effective as of May 15, 2019. Pursuant to the Separation Agreement, Mr. Cantele will be entitled to:

• subject to non-revocation of a general release and waiver of claims in favor of the Company and continued compliance with the Non-Interference Agreement (as defined below), the following payments and benefits to which he is entitled pursuant to the CorePoint Lodging Inc. Executive Severance Plan (the “Severance Plan”) in connection with a termination without “Cause” within two years after the spin-off of the Company from La Quinta Holdings Inc.:

o a lump sum cash severance payment equal to twice Mr. Cantele’s 2019 base salary and target bonus ($2,039,400), payable within 60 days of Mr. Cantele’s termination;

o a lump sum payment of his 2019 annual incentive bonus, pro-rated for the months of service up to and including the month of termination and based on target performance ($212,437.50), paid concurrently with the payments of 2019 annual incentive bonuses to other similarly-situated employees;

o continued health insurance coverage at substantially the same level as provided immediately prior to such termination, at the same cost as generally provided to similarly-situated active Company employees, for a period of 24 months following Mr. Cantele’s termination; and

o payment for or reimbursement of payment for outplacement services up to a maximum of $10,000 within a three-year period following Mr. Cantele’s termination; and

• the following treatment with respect to his outstanding equity awards to which he is entitled pursuant to the Company’s 2018 Omnibus Incentive Plan and the applicable award agreements in connection with a termination without “Cause”:

o acceleration of the vesting of 123,442 shares of the Company’s common stock in respect of outstanding restricted stock awards and corresponding dividend equivalent rights thereon, as applicable; and

o continued vesting of 3,552 performance-vesting restricted stock units pursuant to the terms of the applicable award agreements.

The Separation Agreement also contains an agreement by Mr. Cantele that he will remain subject to any restrictive covenants contained in any confidentiality, non-competition, non-solicitation, non-disparagement or similar agreement entered into between him and the Company or its affiliates, including those covenants set forth in the Confidentiality, Non-Interference and Invention Assignment Agreement he executed in connection with his participation in the Severance Plan (such agreement, the “Non-Interference Agreement”). The Non-Interference Agreement contains confidentiality, non-solicitation and non-disparagement covenants, each with a 24-month post-termination duration, and a non-competition covenant with a 12-month post-termination duration.

The foregoing summary description of the terms of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the Separation Agreement, which is filed as Exhibit 10.1 hereto.

The company expects to incur a charge in the quarter ending June 30, 2019 of approximately $3.5 million relating to severance expense in connection with the reduction in force.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. 

Exhibit 10.1  Separation and Release Agreement, effective as of May 15, 2019, between CorePoint Lodging Inc. and John W. Cantele

Exhibit 99.1 Press Release of CorePoint Lodging Inc., dated May 14, 2019, announcing results for the quarter ended March 31, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COREPOINT LODGING INC.
By:	/s/ Mark M. Chloupek
	Name:	Mark M. Chloupek
	Title:	Executive Vice President, Secretary and General Counsel

Date: May 14, 2019

EX-10.1

Exhibit 10.1

SEPARATION AND RELEASE AGREEMENT

This Separation and Release Agreement (this “Agreement”), dated effective as of May 15, 2019 (the “Termination Date”), confirms the following understandings and agreements between CorePoint Lodging Inc. (the “Company”) and John Cantele (hereinafter referred to as “you” or “your”).

WHEREAS, you are currently serving as the Executive Vice President and Chief Operating Officer of the Company;

WHEREAS, your employment with the Company and/or its direct and indirect parent(s), subsidiaries, and affiliates will terminate effective as of the Termination Date; and

WHEREAS, your receipt of the payments and benefits provided pursuant to Section 3(b) of the CorePoint Lodging Inc. Executive Severance Plan, as it may be amended from time to time (the “Severance Plan”), other than the Accrued Obligations (as defined in the Severance Plan), is conditioned upon you first executing and delivering to the Company, and not revoking, a release of claims, and your continued compliance with the Non-Interference Agreement (as defined below).

NOW, THEREFORE, in consideration of the promises set forth herein, you and the Company agree as follows:

1.Employment Status and Separation Payments.

(a)You acknowledge your separation from employment with the Company and its direct and indirect parent(s) and subsidiaries and affiliates (collectively, with the Company, the “Company Group”) is effective as of the Termination Date, and as of the Termination Date you will not represent yourself as being an employee of the Company or any other member of the Company Group.  As of the Termination Date, you will no longer be an employee, officer or director of the Company Group and you shall neither take official action in the name or on behalf of the Company Group nor have the authority to bind the Company Group after the Termination Date.  You further agree to execute and deliver to the Company such documents concerning such separation from employment (and any related service) as may be reasonably requested by the Company Group.

(b)In accordance with the Severance Plan, the Company agrees that it will treat, for purposes of your participation in the Severance Plan, your termination as a Qualifying Event Covered Termination (as such term is defined in the Severance Plan).  Consistent therewith, Exhibit A, attached hereto, summarizes the payments and benefits you will receive as a result of such Qualifying Event Covered Termination (other than the Accrued Obligations).

(c)The Company agrees that it will treat, for purposes of your participation in the CorePoint Lodging Inc. 2018 Omnibus Incentive Plan, as it may be amended from time to time (the “2018 Plan”), your termination of employment as described herein as if

you are being terminated by the Company without “Cause” (such termination, a “Good Leaver Termination Event”).  Consistent therewith, Exhibit B, attached hereto, summarizes the treatment applicable to your equity awards as a result of such Good Leaver Termination Event (the payments and benefits described in paragraphs 1(b) and 1(c), the “Severance Benefits”).

(d)Subject to the provisions of paragraph 2 and your other rights referenced in this Agreement, you acknowledge and agree that the payment(s) and other benefits provided pursuant to this paragraph 1 are in full discharge of any and all liabilities and obligations of the Company or any other member of the Company Group to you, monetarily or with respect to employee benefits or otherwise, including but not limited to, any alleged written or oral employment agreement, policy, plan or procedure of the Company or any other member of the Company Group and/or any alleged understanding or arrangement between you and the Company or any other member of the Company Group(other than claims for accrued and vested benefits under an employee benefit, insurance, or pension plan of the Company or any other member of the Company Group (excluding any employee benefit plan providing severance or similar benefits), subject to the terms and conditions of such plan(s)).

(e)The payments due to you under this paragraph 1 shall be subject to reduction to satisfy all applicable federal, state and local withholding tax obligations.

2.Release and Waiver of Claims.

(a)As used in this Agreement, the term “claims” will include all claims, covenants, warranties, promises, undertakings, actions, suits, causes of action, obligations, debts, accounts, attorneys’ fees, judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise.

(b)You, for and on behalf of yourself and your heirs, administrators, executors and assigns, effective as of the date hereof, do fully and forever release, remise and discharge the Company and any other member of the Company Group, and their respective current and former affiliates, together with their respective current and former officers, directors, partners, members, fiduciaries, counsel, employees, agents, executors, administrators, successors and assigns (collectively, and with the Company, the “Company Parties”) from any and all claims whatsoever up to the date hereof which you had, may have had, or now have against the Company Parties, for or by reason of any matter, cause or thing whatsoever, including any claim arising out of or attributable to your employment or the termination of your employment with the Company, whether for tort, breach of express or implied employment contract, intentional infliction of emotional distress, wrongful termination, unjust dismissal, defamation, libel or slander, or under any federal, state or local law dealing with discrimination based on age, race, sex, national origin, handicap, religion, disability or sexual orientation; provided, however, that you, your heirs, administrators, executors and assigns do not forfeit or release any rights under this Agreement or any legal claims or causes of action arising out of actions allegedly taken by any member of the Company Parties after the date of your execution of this Agreement.  This release of claims includes, but is not limited to, all claims arising under the Age Discrimination in Employment Act (“ADEA”), Title VII of the Civil Rights Act, the Americans with Disabilities Act, the Civil Rights Act of 1991, the Family Medical Leave Act, and the Equal Pay Act, each as may be amended from time to time, and all other federal, state and local laws, the common law

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and any other purported restriction on an employer’s right to terminate the employment of employees.  The parties intend the release contained herein to be a general release of any and all claims to the fullest extent permissible by law.

(c)By executing this Agreement, you specifically release all claims against the Company Parties through the date hereof relating to your employment and its termination under ADEA, a United States federal statute that, among other things, prohibits discrimination on the basis of age in employment and employee benefit plans, subject to paragraphs 2(d) and 2(e) and your other rights under this Agreement.  

(d)Notwithstanding the foregoing and any other provision in this Agreement, nothing in this Agreement shall be a waiver or release of: (i) your rights with respect to this Agreement, its enforcement or breach, or payment of amounts under this Agreement, (ii) your right to benefits due to terminated employees under any employee benefit plan of the Company or any other member of the Company Group in which you participated (excluding any severance or similar plan or policy), in accordance with the terms thereof (including your rights to elect COBRA coverage), (iii) any claims that cannot be waived by law including, without limitation any claims filed with the Equal Employment Opportunity Commission, the U.S. Department of Labor, or claims under the ADEA that arise after the date of this Agreement, or (iv) your right of indemnification as provided by, and in accordance with the terms of, the Company’s by-laws or a Company insurance policy providing such coverage.

(e)Nothing in this Agreement precludes you from filing, or precludes you from obtaining the benefits offered to you in this Agreement for having filed, an administrative charge of discrimination or an administrative charge within the jurisdiction of either the National Labor Relations Board or the Equal Employment Opportunity Commission (or other similar state or local agency) (“EEOC”). Additionally, nothing in this Agreement prohibits or impedes you from filing a charge or complaint, or communicating, with any federal, state or local government or law enforcement office, official or agency (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any such Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation; provided that (i) in each case, such communications and disclosures are consistent with applicable law, relevant to the possible violations, and (ii) the information subject to such disclosure was not obtained by you through a communication that was subject to the attorney-client privilege, unless such disclosure of that information would otherwise be permitted by an attorney pursuant to 17 CFR 205.3(d)(2), applicable state attorney conduct rules, or otherwise.  You are not required to give prior notice to (or get prior authorization from) the Company regarding any such protected communication or disclosure.  Notwithstanding the foregoing, you understand that the Company does not authorize the waiver of the attorney-client privilege or work product protection or any other privilege or protection belonging to the Company.  With the exception of any of the foregoing claims, complaints or communications described in paragraph 2(d) and this paragraph 2(e), you affirm that you have neither filed or caused to be filed, and presently are not a party to, any claim, complaint, or action against the Company in any forum or form, nor have you purported to assign any claim or part thereof which is released herein.  Other than a benefit or remedy pursuant to Section 922 of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other provision of federal or state law pertaining to whistleblower incentives and

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protection, you promise never to seek or accept any damages, remedies, or other relief for yourself personally (any right to which you hereby waive and promise never to seek or accept) with respect to any claim included in this paragraph 2(e), in any proceeding, including but not limited to, any EEOC proceeding.

(f)You acknowledge and agree that by virtue of the foregoing, and subject to your rights referenced in paragraphs 2(d) and 2(e) and otherwise in this Agreement, you have waived any relief available to you (including without limitation, monetary damages, equitable relief and reinstatement) under any of the claims and/or causes of action waived in this paragraph 2.  Therefore, and subject to your rights referenced in paragraphs 2(d) and 2(e) and otherwise in this Agreement, you agree that you will not accept any award or settlement from any source or proceeding (including but not limited to any proceeding brought by any other person or by any government agency) with respect to any claim or right waived in this Agreement.

3.Knowing and Voluntary Waiver.  You expressly acknowledge and agree that you:

(a)Are able to read the language, and understand the meaning and effect, of this Agreement;

(b)Have no physical or mental impairment of any kind that has interfered with your ability to read and understand the meaning of this Agreement or its terms, and that you are not acting under the influence of any medication, drug or chemical of any type in entering into this Agreement;

(c)Understand that, by entering into this Agreement, you do not waive rights or claims under ADEA that may arise after the date you execute this Agreement;

(d)Had or could have the entire Review Period in which to review and consider this Agreement and the information set forth in Exhibit C, attached hereto, and that if you execute this Agreement prior to the expiration of the Review Period, you have voluntarily and knowingly waived the remainder of the Review Period;

(e)Were advised to consult with your attorney regarding the terms and effect of this Agreement; and

(f)Have signed this Agreement knowingly and voluntarily.

4.No Suit.  With the exception of any of the claims, complaints or communications described in paragraphs 2(d) and 2(e), you represent and warrant that you have not previously filed, and, to the maximum extent permitted by law, agree that you will not file a complaint, charge or lawsuit against any of the Company Parties for any of the claims released herein.  

5.Binding Nature, Successors and Assigns.  The provisions hereof shall inure to the benefit of your heirs, executors, administrators, legal personal representatives and assigns and the Company Group’s successors and assigns.  The provisions hereof shall be

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binding upon your heirs, executors, administrators, legal personal representatives and assigns, as applicable, and the Company Group’s executors, administrators, legal representatives, successors and assigns, as applicable.

6.Severability.  If any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect.  The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any other provision of this Agreement.

7.Cooperation.  You agree that, after the Termination Date, you shall reasonably cooperate with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while you were employed by the Company; provided, however, that such cooperation shall not materially and adversely affect you or expose you to an increased probability of civil or criminal litigation.  Your cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times.  After the Termination Date, you also shall cooperate fully with the Company in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while you were employed by the Company.  The Company shall reimburse you for reasonable  costs and expenses incurred in connection with your performance under this paragraph 7, including, but not limited to, reasonable attorneys’ fees and costs.

8.Restrictive Covenants.  You acknowledge and agree that you will remain subject to any restrictive covenants contained in any confidentiality, non-competition, non-solicitation, non-disparagement or similar agreement entered into between you and the Company Group, including, for the avoidance of doubt, those covenants set forth in the Confidentiality, Non-Interference and Invention Assignment Agreement you executed in connection with your participation in the Severance Plan, a copy of which is attached hereto as Exhibit D (the “Non-Interference Agreement”).  You affirm that prior to the date of this Agreement, you have complied in all respects with the foregoing restrictions.

9.Return of Property.  You agree that you will, promptly following the Termination Date, return to the Company all property belonging to the Company and/or any other member of the Company Group, including but not limited to all proprietary and/or confidential information and documents (including any copies thereof) in any form belonging to the Company, keys, card access to the building and office floors, Employee Handbook, phone card, computer user name and password, disks and/or voicemail code.  You may retain your Company-provided computer and cellular telephone (including telephone number) and other home office equipment; provided, that you provide such items to the Company to remove all proprietary and/or confidential information and documents in any form belonging to the Company Group on the Termination Date.

10.Non-Admission.  Nothing contained in this Agreement will be deemed or construed as an admission of wrongdoing or liability on the part of you or any member of the Company Group.

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11.Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and all counterparts so executed shall constitute one agreement binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the same counterpart.  This Agreement may be executed either by original or facsimile, either of which will be equally binding.

12.Entire Agreement.  This Agreement constitutes the entire understanding and agreement of the parties hereto regarding the termination of your employment.  This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the subject matter of this Agreement.  Nothing in this Agreement is intended to amend or alter any of your rights relating to your equity holdings in the Company or the Severance Benefits, including under the 2018 Plan or the Severance Plan, and your rights will, to the extent applicable, expressly survive the execution of this Agreement in accordance with the terms thereof and with the terms of this Agreement.

13.Governing Law; Jurisdiction.  EXCEPT WHERE PREEMPTED BY FEDERAL LAW, THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF TEXAS, APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN THAT STATE.  

14.Opportunity for Review; Acceptance.  You have through the forty-fifth (45^th) day following the date hereof (the “Review Period”) to review and consider this Agreement.  To accept this Agreement, and the terms and conditions contained herein, prior to the expiration of the Review Period, you must execute and date this Agreement where indicated below and return the executed copy of this Agreement to the Company, to the attention of the Company’s General Counsel.  Notwithstanding anything contained herein to the contrary, this Agreement will not become effective or enforceable until after the expiration of a period of seven (7) calendar days following the date of its execution (the “Revocation Period”), during which time you may revoke your acceptance of this Agreement by notifying the General Counsel, in writing, via facsimile at (972) 893-3499.  To be effective, such revocation must be sent to the Company no later than 5:00 p.m. (Central Time) on the seventh (7^th) calendar day following its execution.  Provided that this Agreement is executed and you do not revoke it, the eighth (8^th) day following the date on which this Agreement is executed shall be its effective date (the “Effective Date”).  In the event of your failure to execute and deliver this Agreement prior to the expiration of the Review Period, or if you otherwise revoke this Agreement during the Revocation Period, this Agreement will be null and void and of no effect, and the Company will have no obligations hereunder.

***

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

COREPOINT LODGING Inc.

By:/s/ Mark Chloupek

Name: Mark Chloupek
Title: Executive Vice President and
          General Counsel
Date: May 13, 2019

[Signature Page to Separation and Release Agreement]

/s/ John Cantele

John Cantele

Date: May 13, 2019

[Signature Page to Separation and Release Agreement]

EXHIBIT A

Severance Plan Obligations

All capitalized terms used in this Exhibit A that are not defined herein will have the meaning set forth in the Severance Plan.

Qualifying Event Covered Termination Severance Calculation:

(Pro Rata Bonus plus Two Times the Sum of Base Salary and Target Bonus)

Pro Rata Bonus	$212,437.50
Cash Severance Amount
2X Base Salary:	$1,019,700
2X Target Bonus:	$1,019,700
Total Cash Severance Amount	$2,039,400
Total Payments	$2,251,837.50

Timing of Payment:

The Pro Rata Bonus will be paid concurrently with the cash bonus payments to other similarly situated employees under the Annual Bonus Program (but in all events prior to March 15 of the calendar year immediately following the calendar year in which the Qualifying Event Covered Termination occurred).  The Cash Severance Amount shall be made in a lump-sum cash payment within 60 days following the Qualifying Event Covered Termination.

Welfare Continuation

The Company shall provide Welfare Continuation for 24 months following the Qualifying Event Covered Termination.

Outplacement Benefit

The Company shall pay, or reimburse, professional outplacement services up to a maximum of $10,000 within the three-year period following the Qualifying Event Covered Termination.

EXHIBIT B

Treatment Applicable to Equity Awards¹

Equity Award	Treatment of Equity Award
Substitute Awards
Substitute Award (2017 PSU)	15,923 shares vest
Substitute Award (2017 Restricted Stock)	4,898 shares vest
Spin-Off Equity Awards
Restricted Stock (3-Year FIG)	37,648 shares vest
Restricted Stock (4-Year FIG)	37,648 shares vest
Spin-Off Restricted Stock Award (Time-Based)	10,757 shares vest
2019 Annual Awards
Restricted Stock Award (Time-Based)	11,451 shares vest
Performance Stock Unit Award (LTIP)	2,997 shares remain eligible to vest pursuant to the terms of the applicable award agreement.
Performance Stock Unit Award (Retention)	555 shares remain eligible to vest pursuant to the terms of the applicable award agreement.

¹  Note:  The chart in this Exhibit B does not include shares which will vest in respect of dividends underlying vested restricted stock awards granted prior to 2019.

EXHIBIT C

Disclosures Pursuant to the Older Workers Benefit Protection Act

As required by the Older Workers Benefit Protection Act, the Company is providing you with the following information.

1.All employees in the Company’s Asset Management group who are officers or senior management and all employees in the Company’s Investor Relations group (together, the “Decisional Unit”) were eligible and considered for this separation program.

2.The persons whose employment with the Company is being terminated on May 15, 2019 are those who have been selected for the program. 

3.Employees selected for the program have forty-five (45) days from the date of their receipt of this proposed Separation and Release Agreement to participate by signing and returning the General Release.  Employees who choose to sign the Release shall have seven (7) days after signing and returning it to the Company to revoke it by delivering a signed revocation notice to the Company as provided in the Separation and Release Agreement.

4.The job titles and ages of all individuals selected for the program and all individuals in the same job titles not selected for the program are as follows:

Job Title	Age	No. Selected	No. Not Selected
Executive Vice President and Chief Operating Officer	58	1	0
Senior Vice President, Commercial Services	53	1	0
Senior Vice President, Asset Management	65	0	1
Senior Vice President, Investments and Finance	36	0	1
Senior Vice President, Investor Relations	48	1	0
Investor Relations Specialist	47	1	0

EXHIBIT D

Form of Confidentiality, Non-Interference, and Invention Assignment Agreement

[See attached]

Exhibit A

CONFIDENTIALITY, NON-INTERFERENCE, AND INVENTION ASSIGNMENT AGREEMENT

As a condition of my participation in the CorePoint Lodging Inc. Executive Severance Plan (the “Plan”), and in consideration of my continued employment with CorePoint Lodging Inc. (the “Company”) and my receipt of the compensation now and hereafter paid to me under the Plan and/or by the Company, I agree to the terms and conditions of this Confidentiality, Non-Interference, and Invention Assignment Agreement (the “Non-Interference Agreement”):

1.Confidential Information.

(a)Company Group Information.  I acknowledge that, during the course of my employment, I will have access to information about the Company and its direct and indirect subsidiaries (together with the Company, the “Company Group”) and that my employment with the Company shall bring me into close contact with confidential and proprietary information of the Company Group.  In recognition of the foregoing, I agree, at all times during the term of my employment with the Company and for the twenty-four (24)-month period thereafter, to hold in confidence, and not to use, except for the benefit of the Company Group, or to disclose to any person, firm, corporation, or other entity without written authorization of the Company, any Confidential Information that I obtain or create.  I further agree not to make copies of such Confidential Information except as authorized by the Company.  I understand that “Confidential Information” means information that the Company Group has or will develop, acquire, create, compile, discover, or own, that has value in or to the business of the Company Group that is not generally known and that the Company wishes to maintain as confidential.  I understand that Confidential Information includes, but is not limited to, any and all non-public information that relates to the actual or anticipated business and/or products, research, or development of the Company, or to the Company’s technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s products or services and markets, customer lists, and customers (including, but not limited to, customers of the Company on whom I called or with whom I may become acquainted during the term of my employment), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company either directly or indirectly in writing, orally, or by drawings or inspection of premises, parts, equipment, or other Company property.  Notwithstanding the foregoing, Confidential Information shall not include (i) any of the foregoing items that have become publicly and widely known through no unauthorized disclosure by me or others who were under confidentiality obligations as to the item or items involved or (ii) any information that I am required to disclose to, or by, any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”); provided, however, that in such event I will give the Company prompt written notice thereof so that the Company Group may seek an appropriate protective order and/or waive in writing compliance with the confidentiality provisions of this Non-Interference Agreement.

(b)Former Employer Information.  I represent that my performance of all of the terms of this Non-Interference Agreement as an employee of the Company Group has not breached and will not breach any agreement to keep in confidence proprietary information, knowledge, or data acquired by me in confidence or trust prior or subsequent to the commencement of my employment with the Company, and I will not disclose to any member of the Company Group, or induce any member of the Company Group to use, any developments, or confidential or proprietary information or material I may have obtained in connection with employment with any prior employer in violation of a confidentiality agreement, nondisclosure agreement, or similar agreement with such prior employer.

(c)Permitted Disclosure.  Nothing in this Non-Interference Agreement shall prohibit or impede me from communicating, cooperating or filing a complaint with any Governmental Entity with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise making disclosures to any Governmental Entity, in each case, that are protected under the whistleblower provisions of any such law or regulation, provided that in each case such communications and disclosures are consistent with applicable law.  I understand and acknowledge that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (i) in confidence to a federal, state, or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  I understand and acknowledge further that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade

secret, except pursuant to court order.  Notwithstanding the foregoing, under no circumstance will I be authorized to disclose any information covered by attorney-client privilege or attorney work product of any member of the Company Group without prior written consent of the Company’s General Counsel or other officer designated by the Company.

2.Developments.

(d)Developments Retained and Licensed.  To the extent applicable, I have attached hereto, as Schedule A, a list describing with particularity all developments, original works of authorship, improvements, and trade secrets that were created or owned by me prior to the commencement of my employment (collectively referred to as “Prior Developments”), that belong solely to me or belong to me jointly with another, that relate in any way to any of the proposed businesses, products, or research and development of any member of the Company Group, and that are not assigned to the Company hereunder, or if no such list is attached, I represent that there are no such Prior Developments.  If, during any period during which I perform or performed services for the Company Group both before or after the date hereof (the “Assignment Period”), whether as an officer, employee, director, independent contractor, consultant, or agent, or in any other capacity, I incorporate (or have incorporated) into a Company Group product or process a Prior Development owned by me or in which I have an interest, I hereby grant the Company, and the Company Group or its designee shall have, a non-exclusive, royalty-free, irrevocable, perpetual, transferable worldwide license (with the right to sublicense) to make, have made, copy, modify, make derivative works of, use, sell, and otherwise distribute such Prior Development as part of or in connection with such product or process.  If no Schedule A has been attached hereto, I represent that I have no Prior Developments.

(e)Assignment of Developments.  I agree that I will, without additional compensation, promptly make full written disclosure to the Company, and will hold in trust for the sole right and benefit of the Company all developments, original works of authorship, inventions, concepts, know-how, improvements, trade secrets, and similar proprietary rights, whether or not patentable or registrable under copyright or similar laws, which I may (or have previously) solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the Assignment Period, whether or not during regular working hours, provided they either (i) relate at the time of conception or reduction to practice of the invention to the business of any member of the Company Group, or actual or demonstrably anticipated research or development of any member of the Company Group, (ii) result from or relate to any work performed for any member of the Company Group, or (iii) are developed through the use of equipment, supplies, or facilities of any member of the Company Group, or any Confidential Information, or in consultation with personnel of any member of the Company Group (collectively referred to as “Developments”).  I further acknowledge that all Developments made by me (solely or jointly with others) within the scope of and during the Assignment Period are “works made for hire” (to the greatest extent permitted by applicable law) for which I am, in part, compensated by my salary, unless regulated otherwise by law, but that, in the event any such Development is deemed not to be a work made for hire, I hereby assign to the Company, or its designee, all my right, title, and interest throughout the world in and to any such Development.

(f)Maintenance of Records.  I agree to keep and maintain adequate and current written records of all Developments made by me (solely or jointly with others) during the Assignment Period. The records may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, or any other format.  The records will be available to and remain the sole property of the Company Group at all times.  I agree not to remove such records from the Company’s place of business except as expressly permitted by Company Group policy, which may, from time to time, be revised at the sole election of the Company Group for the purpose of furthering the business of the Company Group.

(g)Intellectual Property Rights.  I agree to assist the Company, or its designee, at the Company’s expense, in every way to secure the rights of the Company Group in the Developments and any copyrights, patents, trademarks, service marks, database rights, domain names, mask work rights, moral rights, and other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments that the Company shall deem necessary in order to apply for, obtain, maintain, and transfer such rights and in order to assign and convey to the Company Group the sole and exclusive right, title, and interest in and to such Developments, and any intellectual property and other proprietary rights relating thereto.  I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of the Assignment Period until the expiration of the last such

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intellectual property right to expire in any country of the world; provided, however, the Company shall reimburse me for my reasonable expenses incurred in connection with carrying out the foregoing obligation.  If the Company is unable because of my mental or physical incapacity or unavailability for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Developments or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact to act for and in my behalf and stead to execute and file any such applications or records and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance, and transfer of letters patent or registrations thereon with the same legal force and effect as if originally executed by me.  I hereby waive and irrevocably quitclaim to the Company any and all claims, of any nature whatsoever, that I now or hereafter have for past, present, or future infringement of any and all proprietary rights assigned to the Company.

3.Returning Company Group Documents.

I agree that, at the time of termination of my employment with the Company for any reason, I will deliver to the Company (and will not keep in my possession, recreate, or deliver to anyone else) any and all Confidential Information and all other documents, materials, information, and property developed by me pursuant to my employment or otherwise belonging to the Company. I agree further that any property situated on the premises of, and owned by, the Company (or any other member of the Company Group), including disks and other storage media, filing cabinets, and other work areas, is subject to inspection by personnel of any member of the Company Group at any time with or without notice.  

4.Disclosure of Agreement.

As long as it remains in effect, I will disclose the existence of this Non-Interference Agreement to any prospective employer, partner, co-venturer, investor, or lender prior to entering into an employment, partnership, or other business relationship with such person or entity.

5.Restrictions on Interfering.

(h)Non-Competition.  During the period of my employment with the Company (the “Employment Period”) and the Post-Termination Non-Compete Period, I shall not, directly or indirectly, individually or on behalf of any person, company, enterprise, or entity, or as a sole proprietor, partner, stockholder, director, officer, principal, agent, or executive, or in any other capacity or relationship, engage in any Competitive Activities within the United States of America or any other jurisdiction in which any member of the Company Group engages in business derives a material portion of its revenues or has demonstrable plans to commence business activities in.

(i)Non-Interference.  During the Employment Period and the Post-Termination Non-Solicitation Period, I shall not, directly or indirectly for my own account or for the account of any other individual or entity, engage in Interfering Activities.  

(j)Non-Disparagement.  I agree that during the Employment Period, and the Post-Termination Non-Disparagement Period, I will not make any disparaging or defamatory comments regarding any member of the Company Group or their respective current or former directors, officers, or employees in any respect or make any comments concerning any aspect of my relationship with any member of the Company Group or any conduct or events which precipitated any termination of my employment from any member of the Company Group.  However, my obligations under this subparagraph (c) shall not apply to disclosures required by applicable law, regulation, or order of a court or governmental agency.

(k)Definitions.  For purposes of this agreement:

(i)“Business Relation” shall mean any current or prospective client, customer, licensee, supplier, or other business relation of the Company Group, or any such relation that was a client, customer, licensee or other business relation within the prior six (6)-month period, in each case, with whom I transacted

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business or whose identity became known to me in connection with my relationship with, or employment by, the Company.

(ii)“Competitive Activities” shall mean any business activities related to the owning, operating and/or franchising of select-service hotels primarily serving the midscale and upper-midscale segments, or any other business activity that is materially competitive with the then current or demonstrably planned business activities of the Company Group.

(iii)“Interfering Activities” shall mean (A) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Person employed by, or providing consulting services to, any member of the Company Group to terminate such Person’s employment or services (or in the case of a consultant, materially reducing such services) with the Company Group, (B) hiring any individual who was employed by the Company Group within the six (6)-month period prior to the date of such hiring, or (C) encouraging, soliciting, or inducing, or in any manner attempting to encourage, solicit, or induce, any Business Relation to cease doing business with or reduce the amount of business conducted with the Company Group, or in any way interfering with the relationship between any such Business Relation and the Company Group.

(iv)“Person” shall mean any individual, corporation, partnership, limited liability company, joint venture, association, joint‑stock company, trust (charitable or non-charitable), unincorporated organization, or other form of business entity.

(v)“Post-Termination Non-Compete Period” shall mean the period commencing on the date of the termination of the Employment Period for any reason and ending on the twelve (12)-month anniversary of such date of termination.

(vi)“Post-Termination Non-Solicitation Period” shall mean the period commencing on the date of the termination of the Employment Period for any reason and ending on the twenty-four (24)-month anniversary of such date of termination.

(vii)“Post-Termination Non-Disparagement Period” shall mean the period commencing on the date of the termination of the Employment Period for any reason and ending on the twenty-four (24)-month anniversary of such date of termination.

6.Reasonableness of Restrictions.

I acknowledge and recognize the highly competitive nature of the Company’s business, that access to Confidential Information renders me special and unique within the Company’s industry, and that I will have the opportunity to develop substantial relationships with existing and prospective clients, accounts, customers, consultants, contractors, investors, and strategic partners of the Company Group during the course of and as a result of my employment with the Company.  In light of the foregoing, I recognize and acknowledge that the restrictions and limitations set forth in this Non-Interference Agreement are reasonable and valid in geographical and temporal scope and in all other respects and are essential to protect the value of the business and assets of the Company Group.  I further acknowledge that the restrictions and limitations set forth in this agreement will not materially interfere with my ability to earn a living following the termination of my employment with the Company and that my ability to earn a livelihood without violating such restrictions is a material condition to my employment with the Company.

7.Independence; Severability; Blue Pencil.

Each of the rights enumerated in this Non-Interference Agreement shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company Group at law or in equity.  If any of the provisions of this agreement or any part of any of them is hereafter construed or adjudicated to be invalid or unenforceable, the same shall not affect the remainder of this Non-Interference Agreement, which shall be given full effect without regard to the invalid portions.  If any of the covenants contained herein are held to be invalid or unenforceable because of the duration of such provisions or the area or scope covered thereby, I agree

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that the court making such determination shall have the power to reduce the duration, scope, and/or area of such provision to the maximum and/or broadest duration, scope, and/or area permissible by law, and in its reduced form said provision shall then be enforceable.

8.Injunctive Relief.

I expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in this Non-Interference Agreement may result in substantial, continuing, and irreparable injury to the members of the Company Group.  Therefore, I hereby agree that, in addition to any other remedy that may be available to the Company, any member of the Company Group shall be entitled to seek injunctive relief, specific performance, monetary damages (e.g., disgorgement of profits or recoupment or forfeiture of any payments or benefits provided under the Plan) or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this Non-Interference Agreement without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach.  Notwithstanding any other provision to the contrary, I acknowledge and agree that the Post-Termination Non-Compete Period, Post-Termination Non-Solicitation Period and Post-Termination Non-Disparagement Period, as applicable, shall be tolled during any period of violation of any of the covenants in paragraph 5 hereof and during any other period required for litigation during which the Company or any other member of the Company Group seeks to enforce such covenants against me if it is ultimately determined that I was in breach of such covenants.

9.Cooperation.

I agree that, following any termination of my employment, I will continue to provide reasonable cooperation to the Company and/or any other member of the Company Group and its or their respective counsel in connection with any investigation, administrative proceeding, or litigation relating to any matter that occurred during my employment in which I was involved or of which I have knowledge.  As a condition of such cooperation, the Company shall reimburse me for reasonable out-of-pocket expenses incurred at the request of the Company with respect to my compliance with this paragraph.  I also agree that, in the event I am subpoenaed by any person or entity (including, but not limited to, any Governmental Entity) to give testimony or provide documents (in a deposition, court proceeding, or otherwise), that in any way relates to my employment by the Company and/or any other member of the Company Group, I will give prompt notice of such request to the Company and will make no disclosure until the Company and/or the other member of the Company Group has had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.

10.General Provisions.  

(l)Governing Law; Waiver of Jury Trial.  The validity, interpretation, construction, and performance of this Non-Interference Agreement shall be governed by the laws of the United States of America and the State of Maryland, without giving effect to the principles of conflict of laws. BY EXECUTION OF THIS NON-INTERFERENCE AGREEMENT, I HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY SUIT, ACTION, OR PROCEEDING UNDER OR IN CONNECTION WITH THIS NON-INTERFERENCE AGREEMENT.

(m)Entire Agreement.  This Non-Interference Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us.  No modification or amendment to this Non-Interference Agreement, nor any waiver of any rights under this Non-Interference Agreement, will be effective unless in writing signed by the party to be charged.  Any subsequent change or changes in my duties, obligations, rights, or compensation will not affect the validity or scope of this Non-Interference Agreement.

(n)No Right of Continued Employment.  I acknowledge and agree that nothing contained herein shall be construed as granting me any right to continued employment by the Company, and the right of the Company to terminate my employment at any time and for any reason, with or without cause, is specifically reserved.

(o)Successors and Assigns.  This Non-Interference Agreement will be binding upon my heirs,

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executors, administrators, and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.  I expressly acknowledge and agree that this Non-Interference Agreement may be assigned by the Company without my consent to any other member of the Company Group as well as any purchaser of all or substantially all of the assets or stock of the Company, whether by purchase, merger, or other similar corporate transaction, provided that the license granted pursuant to Section 2(a) may be assigned to any third party by the Company without my consent.

(p)Survival.  The provisions of this Non-Interference Agreement shall survive the termination of my employment with the Company and/or the assignment of this Non-Interference Agreement by the Company to any successor in interest or other assignee.

***

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I, John Cantele, have executed this Confidentiality, Non-Interference, and Invention Assignment Agreement on the respective date set forth below:

Date: July 9, 2018/s/ John Cantele
(Signature)

[Signature Page to Confidentiality, Non-Interference, and Invention Assignment Agreement]

SCHEDULE A

LIST OF PRIOR DEVELOPMENTS
AND ORIGINAL WORKS OF AUTHORSHIP
EXCLUDED FROM SECTION 2

Title Date Identifying Number or Brief Description

_____Additional Sheets Attached

Signature of Executive: ________________________

Print Name of Executive: _______________________

Date: ________________________

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

COREPOINT LODGING REPORTS FIRST QUARTER 2019 RESULTS

IRVING, Texas – May 14, 2019 – CorePoint Lodging Inc. (NYSE: CPLG) (“CorePoint” or the “Company”), a pure play select-service hotel owner strategically focused on the midscale and upper midscale segments, today reported operational and financial results for the first quarter ended March 31, 2019.

First Quarter 2019 Highlights

• Net loss attributable to CorePoint Lodging common stockholders of $27 million, or $0.47 loss per fully diluted share

• Comparable RevPAR of $56.17, an increase of 3.0% from the same period in 2018 with 530 bps of RevPAR Index market share growth

• Adjusted EBITDAre of $43 million

• Adjusted FFO of $24 million, or $0.40 per fully diluted share

• Sold two non-core hotels for a combined sales price of approximately $4.5 million; subsequent to quarter end, sold three non-core hotels for a combined sales price of approximately $16 million

• Commenced a $50 million share repurchase program in March 2019.  To date, the Company has repurchased 1.8 million shares of its common stock at an average price of $11.58 per share for an aggregate purchase price of $21 million

• First quarter dividend of $0.20 per share of common stock was paid on April 15, 2019 to holders of record on April 2, 2019

“We are generally pleased with our first quarter results, including comparable RevPAR growth of 3.0%. Our RevPAR performance in the first quarter was driven by double digit growth in both the hurricane impacted hotels and in our repositioned properties. In addition, we accretively repurchased shares under our authorized program.” said Keith Cline, President and Chief Executive Officer of CorePoint. “Our team continues to execute on our strategic initiatives of proactive asset management and the optimization of our non-core hotels to drive shareholder value.  Year-to-date we have closed on the sale of five non-core hotels for total gross sales proceeds of approximately $21 million at attractive valuation multiples.  We have a number of our non-core assets that are currently in various stages of the marketing and sale process, and we will continue to keep the market posted on our strategic disposition activity.”  

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Selected Statistical and Financial Data  

(Unaudited, $ in millions, except RevPAR and ADR)

	Three Months Ended March 31,
	2019			2018			% Change
Net Income (Loss) Attributable to CorePoint Lodging Stockholders (1)	$	(27	)	$	(15	)	NM			(2)
Income (Loss) from continuing operations, net of tax (1)	$	(27	)	$	(10	)	NM			(2)
Total Revenues (1)	$	208		$	196			6.1	%
Pro Forma Adjusted EBITDAre (3)	$	43		$	37			16.2	%
Pro Forma Adjusted FFO (3)	$	24		$	22			9.1	%
Comparable Occupancy (4)		62.6	%		60.6	%		200		bps
Comparable ADR (4)	$	89.68		$	90.00			(0.4	)	%
Comparable RevPAR (4)	$	56.17		$	54.52			3.0		%
Comparable Hotel Pro Forma Adjusted EBITDAre margin (3)(4)		22.9	%		22.1	%		80		bps

(1) For the quarter ended March 31, 2018, historical balance reflects, for accounting and financial reporting purposes, La Quinta as being spun-off from CorePoint.  With this presentation, the La Quinta franchise and management business is reported as discontinued operations.

(2) Change in terms of percentage is not meaningful.

(3) For the quarter ended March 31, 2018, amounts are calculated on a pro forma basis. Refer to “Pro Forma Financial Information” below and tables attached to this press release for a discussion and reconciliation of the Pro Forma financial information and adjusted results of operations.

(4) Comparable hotel portfolio includes 303 hotels of the total 313 hotels owned as of March 31, 2019.  

First Quarter 2019 Financial and Operating Results

The Company reported net loss attributable to CorePoint Lodging stockholders of $27 million, or $0.47 loss per fully diluted share, for the quarter ended March 31, 2019, compared to net loss attributable to CorePoint Lodging stockholders of $15 million, or $0.26 loss per fully diluted share, for quarter ended March 31, 2018. The year-over-year difference is primarily due to higher operating expenses, including depreciation and amortization, and interest expense.

Comparable RevPAR for the first quarter of 2019 increased 3.0% over the same period of 2018, driven by an increase of 200 basis points in comparable Occupancy. Top performing markets included the South Florida markets as well as Atlanta, Austin, Orlando, and San Francisco.

Adjusted EBITDAre for the first quarter of 2019 was $43 million as compared to $37 million on a pro forma basis for the same period in 2018. Increases in rooms revenue during the first quarter of 2019 more than offset increases in hotel operating expenses.  

Insurance Claims Update

All properties impacted by the 2017 and 2018 Hurricanes, except for the Company’s property in Panama City, Florida, are open.  

CorePoint expects that insurance proceeds, excluding any applicable insurance deductibles, will be sufficient to cover a significant portion of the property damage to the hotels and the related operating loss.  Through March 31, 2019, the Company has received approximately $13 million in total business interruption insurance proceeds, which includes approximately $1 million received during the first quarter of 2019 that is excluded from Adjusted EBITDAre.

Capital Investments

The Company invested approximately $22 million in the first quarter of 2019 in capital improvements.  As of March 31, 2019, all 54 hotels in the Company’s strategic repositioning program, except for one property in Los Angeles, California, have completed the construction phase of their renovations.  The Company expects to complete construction on the one remaining repositioning hotel in the second quarter of 2019.

Tax Matters Agreement Update  

As previously disclosed, in connection with the spin-off and La Quinta merger transaction, the parties agreed to set aside $240 million as a reserve amount to pay certain taxes that will be due as a result of the spin-off and related transactions.  If the tax amount due is less than $240 million, the remaining amount will be paid to CorePoint in cash.  While the determination of the ultimate tax amount due is ongoing, CorePoint currently expects the $240 million reserve to be more than sufficient to cover such tax liability.

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Balance Sheet and Liquidity

As of March 31, 2019, the Company had total cash and cash equivalents of $61 million, excluding lender escrows of approximately $15 million, and no borrowings on its $150 million revolving credit facility.  

At the end of the first quarter of 2019, the Company had total debt principal outstanding of $1.031 billion, which consisted of the following:

(Unaudited, $ in millions)

Debt	Interest Rate	Maturity Date	Principal Balance Outstanding
CMBS Loan (1)	L + 2.75%	June 2025	$	1,031
Revolving Credit Facility (2)	L + 4.50%	May 2021		—
Total Principal Debt			$	1,031

⁽¹⁾ Maturity date assumes the exercise of all borrower extension options.  Initial maturity date is June 2020, with borrower options to extend the initial maturity date for five successive terms of one year each. The CMBS Loan is 20% pre-payable without penalty and will become 100% pre-payable without penalty in November 2019. Amount shown represents gross principal balance outstanding.

⁽²⁾ $150 million revolving credit facility. Maturity date assumes the exercise of all borrower extension options. Initial maturity date is May 2020, with borrower option to extend the initial maturity date for one term of one-year.  

Dispositions

On March 1, 2019, the Company sold one 132-room hotel located in Chattanooga, Tennessee for a total gross sale price of approximately $2 million.

On March 6, 2019, the Company sold one 122-room hotel located in Tuscaloosa, Alabama for a total gross sale price of approximately $2 million.

The net proceeds from these two sales were used to repay debt outstanding on the CMBS Loan.

Subsequent to quarter end, in May 2019, the Company sold three hotels, totaling 395 rooms for a total gross sales price of approximately $16 million.  Two of the properties sold were located in Savannah, Georgia and one property was located in Aurora, Colorado.  

The net proceeds from these sales were used to repay debt outstanding on the CMBS Loan.

Dividend  

On March 21, 2019, our Board of Directors authorized and the Company declared a cash dividend of $0.20 per share of common stock with respect to the first quarter of 2019.  The first quarter dividend was paid on April 15, 2019 to stockholders of record as of April 2, 2019.

On May 14, 2019, our Board of Directors authorized and the Company declared a cash dividend of $0.20 per share of common stock with respect to the second quarter of 2019.  The second quarter dividend will be paid on July 15, 2019 to stockholders of record as of June 28, 2019. All future dividends will be at the sole discretion of CorePoint’s Board of Directors.

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Share Repurchase Program  

On March 21, 2019, our Board of Directors authorized a $50 million share repurchase program.  

The Company began repurchasing shares of its common stock in March 2019.  To date, the Company has repurchased 1.8 million shares of its common stock at an average price of $11.58 per share for a total purchase price of $21 million.  The Company repurchased 0.7 million shares of its common stock at an average price of $10.72 per share during the first quarter of 2019.  Subsequent to quarter end, the Company repurchased 1.1 million shares of its common stock at an average price of $12.12 per share.  The Company has approximately $29 million of remaining authorized capacity under its existing $50 million share repurchase program.    

Under the program, the Company may purchase shares in the open market, in privately negotiated transactions or in such other manner as determined by it, including through repurchase plans complying with the rules and regulations of the Securities and Exchange Commission (the “SEC”). The amount and timing of any repurchases made under the share repurchase program will depend on a variety of factors, including available liquidity, cash flow and market conditions. The share repurchase program does not obligate Company to repurchase any dollar amount or number of shares of common stock and the program may be suspended or discontinued at any time.

Outlook

CorePoint has updated its full-year 2019 outlook as follows:

($ in millions, except per share data)

Metric	Prior Outlook (3/21/19)	Current Outlook
Comparable RevPAR Growth	0.0% to 2.0%	0.0% to 2.0%
Adjusted EBITDAre	$173 to $184	$173 to $184
Adjusted FFO per diluted share	$1.86 to $2.04	$1.89 to $2.04

This outlook is based on management’s current view of both the operating and economic environment of the Company’s existing portfolio and does not take into account any unanticipated developments in its business, changes in its operating environment, or any unannounced hotel acquisitions, dispositions or capital markets activity, including share repurchases.

This outlook assumes approximately $20 million for 2019 corporate general and administrative expenses, excluding stock-based compensation and severance expense.

The Company’s achievement of anticipated full-year 2019 operating results is subject to risks and uncertainties, including those disclosed in the Company’s filings with the SEC.  

Webcast and Earnings Call

The Company will host a quarterly conference call for investors and other interested parties on Tuesday, May 14, 2019 beginning at 5:00 p.m. Eastern Time.

The call may be accessed by dialing (866) 300-4611, or (703) 736-7439 for international participants, and entering the passcode 9879276.  Participants may also access the call via webcast by visiting the Company's investors website atwww.corepoint.com/investors. You are encouraged to dial into the call or link to the webcast at least fifteen minutes prior to the scheduled start time. The replay of the call will be available from approximately 8:00 p.m. Eastern Time on May 14, 2019 through midnight Eastern Time on May 22, 2019. To access the replay, the domestic dial-in number is (855) 859-2056, the international dial-in number is (404) 537-3406, and the passcode is 9879276. The archive of the webcast will be available on the Company's website for a limited time.

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Forward-Looking Statements

This press release contains “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. These forward-looking statements include statements relating to the expected timing, completion and effects of the ongoing hotel strategic repositioning program, as well as other statements representing management’s beliefs about future events, transactions, strategies, operations and financial results and other non-historical statements, including, without limitation, the statements in the “Outlook” section of this press release. Such forward-looking statements often contain words such as “assume,” “will,” “anticipate,” “believe,” “predict,” “project,” “potential,” “contemplate,” “plan,” “forecast,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should,” “would,” “could,” “goal,” “seek,” “hope,” “aim,” “continue” and other similar words or expressions or the negative thereof or other variations thereon. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements involve numerous assumptions, risks and uncertainties that may cause actual results to differ materially from those expressed or implied in any such statements. The Company’s actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others: risks related to the Company’s recent spin-off from La Quinta and the merger of La Quinta’s management and franchise business with Wyndham Worldwide Corporation; business and financial risks inherent to the lodging industry; macroeconomic and other factors beyond the Company’s control; the geographic concentration of the Company’s hotels; the Company’s inability to compete effectively; the Company’s concentration in the La Quinta brand; the Company’s dependence on the performance of La Quinta and other third-party hotel managers; covenants in the Company’s hotel franchise agreements that limit or restrict the sale of its hotels; risks posed by the Company’s acquisition, redevelopment, repositioning, renovation and re-branding activities, as well as its disposition activities; risks resulting from significant investments in real estate; cyber threats and the risk of data breaches or disruptions; the growth of internet reservation channels; and the Company’s substantial indebtedness. Additional risks and uncertainties include, among others, those risks and uncertainties described under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on March 21, 2019, as such factors may be updated from time to time in the Company’s periodic filings with the SEC. You are urged to carefully consider all such factors. Although it is believed that the expectations reflected in such forward-looking statements are reasonable and are expressed in good faith, such expectations may not prove to be correct and persons reading this communication are therefore cautioned not to place undue reliance on these forward-looking statements, which speak only to expectations as of the date of this communication. The Company does not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this communication, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If the Company makes any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this press release, such statements or disclosures will be deemed to modify or supersede such statements in this press release.

Non-GAAP Financial Measures

The Company refers to certain non-GAAP financial measures in this press release including FFO, Adjusted FFO, Pro Forma Adjusted FFO, Adjusted FFO per diluted share, EBITDA, EBITDAre, Adjusted EBITDAre, Pro Forma Adjusted EBITDAre, Comparable Hotel Adjusted EBITDAre, Pro Forma Comparable Hotel Adjusted EBITDAre, Comparable Hotel Adjusted EBITDAre margin, and Pro Forma Comparable Hotel Adjusted EBITDAre margin. All such non-GAAP financial measures are unaudited. Please see the tables to this press release for definitions of such non-GAAP financial measures and reconciliations of such financial measures to the most directly comparable GAAP measure for historical periods.

A reconciliation of anticipated full-year 2019 Adjusted EBITDAre and Adjusted FFO per diluted share to the closest GAAP financial measures is not available on a forward-looking basis without unreasonable efforts due to the high variability, complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations, including net income (loss) and adjustments that could be made for impairment charges, gains or losses on sales of assets, and the timing and magnitude of other amounts in the reconciliation of historic numbers.  For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could have a potentially unpredictable, and potentially significant, impact on its future GAAP financial results.

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Pro Forma Financial Information

Certain financial measures and other information have been adjusted for CorePoint’s historical debt and related balances and interest expense to give the net effect to financing transactions that were completed in connection with the spin-off, incremental fees based on the terms of the post spin-off management and franchise agreements, the removal of costs incurred related to the spin-off, the establishment of CorePoint as a separate stand-alone public company, adjustments to income tax expense based on CorePoint’s post spin-off REIT tax structureand adjustments to reflect post spin-off corporate general and administrative costs. Further adjustments have been made to reflect the effects of hotels disposed of during the periods presented. When presenting such information, the amounts are identified as “Pro Forma.”  The Pro Forma financial measures are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable.  Accordingly, the Pro Forma financial data is not necessarily indicative of our financial position or results of operations had the transactions described above for which we are giving pro forma effect actually occurred on the dates indicated.

About CorePoint

CorePoint Lodging Inc. (NYSE: CPLG) is the only pure-play publicly traded U.S. lodging REIT strategically focused on the ownership of midscale and upper-midscale select-service hotels.  CorePoint owns a geographically diverse portfolio of 310 hotels and approximately 40,000 rooms across 41 states in attractive locations primarily in or near employment centers, airports, and major travel thoroughfares. The portfolio consists of all La Quinta branded hotels.  For more information, please visit CorePoint’s website at www.corepoint.com.

Contact:

Becky Roseberry

SVP – Finance

214-501-5535

investorrelations@corepoint.com  

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COREPOINT LODGING INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

AS OF MARCH 31, 2019 AND DECEMBER 31, 2018

(in millions, except share data)

	March 31, 2019			December 31, 2018
ASSETS
Assets:
Real estate
Land	$	691		$	694
Buildings and improvements		2,572			2,562
Furniture, fixtures, and other equipment		383			387
Gross operating real estate		3,646			3,643
Less accumulated depreciation		(1,424	)		(1,386	)
Net operating real estate		2,222			2,257
Construction in progress		51			43
Total real estate, net		2,273			2,300
Right of use assets		27			—
Cash and cash equivalents		61			68
Accounts receivable		34			33
Other assets		44			54
Total Assets	$	2,439		$	2,455
LIABILITIES AND EQUITY
Liabilities:
Debt, net	$	1,013		$	1,014
Mandatorily redeemable preferred shares		15			15
Accounts payable and accrued expenses		97			99
Dividends payable		12			12
Other liabilities		43			11
Deferred tax liabilities		7			7
Total Liabilities		1,187			1,158
Commitments and contingencies
Equity:
Preferred stock		—			—
Common stock		1			1
Additional paid-in-capital		967			974
Retained earnings (accumulated deficit)		281			319
Noncontrolling interest		3			3
Total Equity		1,252			1,297
Total Liabilities and Equity	$	2,439		$	2,455

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COREPOINT LODGING INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2019 AND 2018

(in millions, except per share data)

	Three Months Ended March 31,
	2019			2018
REVENUES:
Rooms	$	204		$	192
Other		4			4
Total Revenues		208			196
OPERATING EXPENSES:
Rooms		93			87
Other departmental and support		31			29
Property tax, insurance and other		17			18
Management and royalty fees		21			—
Corporate general and administrative		8			24
Depreciation and amortization		44			37
Casualty (gain) loss and other, net		—			(1	)
Total Operating Expenses		214			194
Operating Income (loss)		(6	)		2
OTHER INCOME (EXPENSES):
Interest expense		(18	)		(13	)
Other income, net		2			—
Total Other Expenses, net		(16	)		(13	)
Income (loss) from Continuing Operations Before Income    Taxes		(22	)		(11	)
Income tax benefit (expense)		(5	)		1
Income (loss) from Continuing Operations, net of tax		(27	)		(10	)
Loss from discontinued operations, net of tax		—			(5	)
Net Income (loss) attributable to CorePoint Lodging    stockholders	$	(27	)	$	(15	)
Earnings (loss) per share:
Basic and diluted from continuing operations	$	(0.47	)	$	(0.17	)
Basic and diluted from discontinued operations		—			(0.09	)
Basic and diluted earnings (loss) per share	$	(0.47	)	$	(0.26	)

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RECONCILIATIONS

Prior to the consummation of CorePoint’s spin-off from LaQuinta on May 30, 2018, CorePoint had no material business transactions or activities. In connection with the spin-off, La Quinta conveyed its owned real estate assets and certain related assets and liabilities to CorePoint and CorePoint completed certain debt financing transactions.

The unaudited Pro Forma financial data for the three months ended March 31, 2018 are presented as if the spin-off and related transactions all had occurred on January 1, 2017. The unaudited Pro Forma combined financial information excludes items that are not expected to have a continuing effect on the Company. Adjustments include CorePoint’s historical debt and related balances and interest expense to give net effect to the financing transactions that were completed in connection with the spin-off, incremental fees based on the terms of the post spin-off management and franchise agreements, the removal of costs incurred related to the spin-off, the establishment of CorePoint as a separate stand-alone public company, adjustments to income tax expense based on CorePoint’s post spin-off REIT tax structure, and adjustments to reflect post spin-off corporate general and administrative costs. Further adjustments have been made to reflect the effects of hotels disposed of during the periods presented. The Pro Forma financial measures are based on preliminary estimates, accounting judgments and currently available information and assumptions that management believes are reasonable. Accordingly, the unaudited Pro Forma financial data is not necessarily indicative of our financial position or results of operations had the transactions described above for which we are giving pro forma effect actually occurred on the dates indicated.

The tables below provide a reconciliation of the Pro Forma financial information, for the Company to the Company’s historical information, a reconciliation of Hotel Adjusted EBITDAre, Adjusted EBITDAre, EBITDAre and EBITDA to Net Income, both on a Pro Forma and historical basis and a reconciliation of FFO and Adjusted FFO to Net Income, both on a Pro Forma and historical basis.  We believe this financial information provides meaningful supplemental information because it reflects the portion of the La Quinta business that was conveyed to CorePoint and the ongoing effects of the other spin-off related transactions. This represents how management views the business and reviews our operating performance. It is also used by management when publicly providing the business outlook. See the definitions of “EBITDA,” “EBITDAre,” “Adjusted EBITDAre,” “Comparable Hotel Adjusted EBITDAre,” “FFO” and “Adjusted FFO,” including Pro Forma adjusted amounts for a further explanation of the use of these measures.

“EBITDA.” Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is a commonly used measure in many REIT and non-REIT related industries. The Company believes EBITDA is useful in evaluating our operating performance because it provides an indication of our ability to incur and service debt, to satisfy general operating expenses, and to make capital expenditures.  We calculate EBITDA excluding discontinued operations.  

“EBITDAre.”  The Company presents EBITDAre in accordance with guidelines established by the National Association of Real Estate Investment Trusts (“NAREIT”).  NAREIT defines EBITDAre as net income or loss, excluding interest expense, income tax expense, depreciation and amortization, gains or losses on the disposition of property, impairments, and adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates.  The Company believes EBITDAre is a useful performance measure to help investors evaluate and compare the results of the Company’s operations from period to period.  EBITDAre is intended to be a supplemental non-GAAP financial measure that is independent of a company’s capital structure.

“Adjusted EBITDAre.”  The Company adjusts EBITDAre when evaluating its performance because the Company believes that the adjustment for certain items, such as restructuring and separation transaction expenses, acquisition and disposition transaction expenses, stock-based compensation expense, discontinued operations, and other items not indicative of ongoing operating performance, provides useful supplemental information to management and investors regarding its ongoing operating performance. The Company believes that EBITDAre and Adjusted EBITDAre provide useful information to investors about it and its financial condition and results of operations for the following reasons: (i) EBITDAre and Adjusted EBITDAre are among the measures used by the Company’s management to evaluate its operating performance and make day-to-day operating decisions; and (ii) EBITDAre and Adjusted EBITDAre are frequently used by securities analysts, investors, lenders and other interested parties as a common performance measure to compare results or estimate valuations across companies in and apart from the Company’s industry sector.

EBITDA, EBITDAre and Adjusted EBITDAre are not recognized terms under GAAP, have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss), cash flow or other methods of analyzing the Company’s results as reported under GAAP. Some of these limitations are that these measures:

• do not reflect changes in, or cash requirements for, the Company’s working capital needs;

• do not reflect the Company’s interest expense, or the cash requirements necessary to service interest or principal payments, on its indebtedness;

• do not reflect the Company’s tax expense or the cash requirements to pay its taxes;

• do not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

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• EBITDAre and Adjusted EBITDAre do not include gains or losses on the disposition of properties which may be material to our operating performance and cash flow;

• do not reflect the impact on earnings or changes resulting from matters that the Company considers not to be indicative of our future operations, including but not limited to discontinued operations, impairment, acquisition and disposition activities and restructuring expenses;

• although depreciation, amortization and impairment are non-cash charges, the assets being depreciated, amortized or impaired will often have to be replaced, upgraded or repositioned in the future, and EBITDA, EBITDAre and Adjusted EBITDAre do not reflect any cash requirements for such replacements; and

• other companies in the Company’s industry may calculate EBITDA, EBITDAre and Adjusted EBITDAre differently, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA, EBITDAre and Adjusted EBITDAre should not be considered as a replacement to net income presented in accordance with GAAP, discretionary cash available to the Company to reinvest in the growth of its business or as measures of cash that will be available to the Company to meet its obligations.

“Comparable Hotel Adjusted EBITDAre” measures property-level results at the Company’s Comparable hotels before corporate-level expenses and is a key measure of the hotel’s profitability. The Company presents Pro Forma Hotel Adjusted EBITDAre to help the Company and its investors evaluate the ongoing operating performance of the Company’s properties.

“Comparable Hotel Adjusted EBITDAre margin” represents the ratio of Pro Forma Comparable Hotel Adjusted EBITDAre to pro forma total revenues.

Funds from operations (“FFO”) and “Adjusted FFO”. We present NAREIT FFO attributable to stockholders and NAREIT FFO per diluted share (defined as set forth below) as non-GAAP measures of our performance.  We calculate FFO attributable to stockholders for a given operating period in accordance with standards established by NAREIT, as net income or loss attributable to stockholders (calculated in accordance with GAAP), excluding depreciation and amortization related to real estate, gains or losses on sales of certain real estate assets, impairment write-downs of real estate assets, discontinued operations, income taxes related to sales of certain real estate assets, and the cumulative effect of changes in accounting principles, plus adjustments for unconsolidated joint ventures.  Adjustments for unconsolidated joint ventures are calculated to reflect our pro rata share of the FFO of those entities on the same basis.  Since real estate values historically have risen or fallen with market conditions, many industry investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For these reasons, NAREIT adopted the FFO metric in order to promote an industry wide measure of REIT operating performance. We believe NAREIT FFO provides useful information to investors regarding our operating performance and can facilitate comparisons of operating performance between periods and between REITs. Our presentation may not be comparable to FFO reported by other REITs that do not define the terms in accordance with the current NAREIT definition, or that interpret the current NAREIT definition differently than we do.  We calculate NAREIT FFO per diluted share as our NAREIT FFO divided by the number of fully diluted shares outstanding during a given operating period.

We also present Adjusted FFO attributable to stockholders and Adjusted FFO per diluted share when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. Management historically has made the adjustments detailed below in evaluating our performance and in our annual budget process. We believe that the presentation of Adjusted FFO provides useful supplemental information that is beneficial to an investor’s complete understanding of our operating performance.  We adjust NAREIT FFO attributable to stockholders for the following items, and refer to this measure as Adjusted FFO attributable to stockholders: transaction expense associated with the potential disposition or acquisition of real estate or businesses, severance expense, share-based compensation expense, litigation gains and losses outside the ordinary course of business, amortization of deferred financing costs, reorganization costs and separation transaction expenses, loss on early extinguishment of debt, straight-line ground lease expense, casualty losses, deferred tax expense and other items that we believe are not representative of our current or future operating performance.

NAREIT FFO attributable to stockholders and Adjusted FFO attributable to stockholders are not recognized terms under GAAP, have limitations as analytical tools and should not be considered either in isolation or as a substitute for net income (loss), cash flow or other methods of analyzing our results as reported under GAAP. NAREIT FFO is not an indication of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to fund dividends. NAREIT FFO is also not a useful measure in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining NAREIT FFO.  Investors are cautioned that we may not recover any impairment charges in the future. Accordingly, NAREIT FFO should be reviewed in connection with GAAP measurements.  We believe our presentation of NAREIT FFO is in accordance with the NAREIT definition; however, our NAREIT FFO may not be comparable to amounts calculated by other REITs.

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PRO FORMA ADJUSTED EBITDAre NON-GAAP RECONCILIATION

(unaudited, in millions)

	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net Income (Loss) attributable to CorePoint Lodging     Stockholders		(27	)		(15	)
Interest expense		18			13
Income tax expense		5			(1	)
Depreciation and amortization		44			37
Loss from discontinued operations		—			5
EBITDA		40			39
Casualty (gain) loss and other, net		—			(1	)
EBITDAre		40			38
Equity-based compensation		2			1
Spin-off and reorganization expenses		1			12
Other (income) expenses, net		—			1
Adjusted EBITDAre		43			52
Pro forma adjustments		—			(15	)
Pro Forma Adjusted EBITDAre	$	43		$	37

Additional information:

• Adjusted EBITDAre for the three months ended March 31, 2019 has been adjusted to exclude business interruption insurance proceeds of $1 million collected and included as income in net loss attributable to CorePoint Lodging stockholders. There was no similar collection and accordingly no similar adjustment for the three months ended March 31, 2018.

• For the three months ended March 31, 2019, we sold two properties for a gross sales price of $4.5 million.  The resulting gain was less than $0.1 million. For the three months ended March 31, 2018, we sold one hotel for gross proceeds of $4 million resulting in a gain on sale of $0.5 million. The GAAP reported gains on sale for both periods, which are included in net loss attributable to CorePoint Lodging stockholders, has been excluded in the calculations of EBITDAre and Adjusted EBITDAre.

• Pro forma adjustments include adjustments for incremental fees based on the terms of the post spin-off management and franchise agreements, adjustments to reflect the post spin-off corporate general and administrative costs, and adjustments to reflect the effects of hotels disposed of during the periods presented.  

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PRO FORMA ADJUSTED HOTEL ADJUSTED EBITDA AND TOTAL REVENUE

NON-GAAP RECONCILIATION⁽¹⁾

(unaudited, in millions)

	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Pro Forma Adjusted EBITDAre	$	43		$	37
Corporate, general and administrative expenses (2)		5			5
Pro Forma Hotel Adjusted EBITDAre		48			42
Impact of non-comparable hotels		(2	)		1
Pro Forma Comparable Hotel Adjusted EBITDAre	$	46		$	43

	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Total Revenue	$	208		$	196
Pro forma adjustments (3)		—			1
Pro Forma Total Revenue		208			197
Impact of non-comparable hotels		(7	)		(2	)
Pro Forma Comparable Hotel Revenue	$	201		$	195

(1) For the three months ended March 31, 2018, amounts are calculated on a pro forma basis. Refer to “Pro Forma Financial Information” above and preceding tables for a discussion and reconciliation of the Pro Forma financial information.

(2) Includes adjustments to exclude the effects of corporate, general and administrative costs.

(3) Pro forma adjustments include adjustments to reflects the effects of hotels disposed of during the periods presented and adjustments related to additional revenue from loyalty program reimbursements.  

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PRO FORMA ADJUSTED FFO NON-GAAP RECONCILIATION

(unaudited, in millions)

	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net Income (Loss) attributable to CorePoint Lodging     Stockholders		(27	)		(15	)
Depreciation and amortization		44			37
Loss from discontinued operations		—			5
Casualty (gain) loss and other, net		—			(1	)
NAREIT defined FFO attributable to stockholders		17			26
Equity-based compensation		2			1
Amortization of deferred financing costs		4			1
Spin-off and reorganization expenses		1			12
Other (income) expenses, net		—			1
Adjusted FFO attributable to stockholders	$	24		$	41
Pro forma adjustments		—			(19	)
Pro forma adjusted FFO attributable to stockholders	$	24		$	22
Weighted average number of shares outstanding, diluted		59.5			58.7
Pro forma adjusted funds from operations per share, diluted	$	0.40		$	0.37

Additional information:

• Adjusted FFO for the three months ended March 31, 2019 has been adjusted to exclude business interruption insurance proceeds of $1 million collected and included in net loss attributable to CorePoint Lodging stockholders. There was no similar collection and accordingly no similar adjustment for the three months ended March 31, 2018.

• For the three months ended March 31, 2019, we sold two properties for a gross sales price of $4.5 million.  The resulting gain was less than $0.1 million. For the three months ended March 31, 2018, we sold one hotel for gross proceeds of $4 million resulting in a gain on sale of $0.5 million. The GAAP reported gains on sale for both periods, which are included in net loss attributable to CorePoint Lodging stockholders, has been excluded in the calculations of Adjusted FFO.

• Pro forma adjustments include adjustments for incremental fees based on the terms of the post spin-off management and franchise agreements, adjustments to reflect the post spin-off corporate general and administrative costs, adjustments to reflect the effects of hotels disposed of during the periods presented, adjustments to income tax expense based on CorePoint’s post spin-off REIT tax structure and adjustments for CorePoint’s historical debt and related balances and interest expense (including the amortization of deferred financing costs) to give the net effect to financing transactions that were completed in connection with the spin-off.  

• Weighted average shares were adjusted in the historical periods for the one for two stock split that occurred on May 30, 2018 and assumes that all shares were fully dilutive for the three months ended March 31, 2019 and 2018.  This presentation will differ from our GAAP diluted shares for the anti-dilutive effects when we report a net GAAP loss.

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CERTAIN DEFINED TERMS

Average daily rate (“ADR”) represents hotel room revenues divided by total number of rooms sold in a given period. ADR measures the average room price attained by a hotel or group of hotels, and ADR trends provide useful information concerning pricing policies and the nature of the guest base of a hotel or group of hotels. Changes in room rates have an impact on overall revenues and profitability.

“Occupancy”represents the total number of rooms sold in a given period divided by the total number of rooms available at a hotel or group of hotels. Occupancy measures the utilization of our hotels’ available capacity. Management uses occupancy to gauge demand at a specific hotel or group of hotels in a given period. Occupancy levels also help us determine achievable ADR levels as demand for hotel rooms increases or decreases.

Revenue per available room (“RevPAR”) is defined as the product of the ADR charged and the average daily occupancy achieved. RevPAR does not include other ancillary, non-room revenues, such as food and beverage revenues or parking, telephone or other guest service revenues generated by a hotel, which are not significant for CorePoint.

RevPAR changes that are driven predominately by occupancy have different implications for overall revenue levels and incremental hotel operating profit than changes driven predominately by ADR. For example, increases in occupancy at a hotel would lead to increases in room revenues, as well as incremental operating costs (including, but not limited to, housekeeping services, utilities and room amenity costs). RevPAR increases due to higher ADR, however, would generally not result in additional operating costs, with the exception of those charged or incurred as a percentage of revenue, such as credit card fees and commissions. As a result, changes in RevPAR driven by increases or decreases in ADR generally have a greater effect on operating profitability than changes in RevPAR driven by occupancy levels. Due to seasonality in our business, we review RevPAR by comparing current periods to budget and period-over-period.

“RevPAR Index” measures a hotel’s fair market share of its competitive set’s revenue per available room.

“Comparable hotels” are defined as hotels that were active and operating in our portfolio for at least one full calendar year as of the end of the applicable reporting period and were active and operating as of January 1st of the previous year; except for: (i) hotels that sustained substantial property damage or other business interruption; (ii) hotels that become assets held for sale; or (iii) hotels in which comparable results are otherwise not available. Management uses comparable hotels as the basis upon which to evaluate ADR, occupancy and RevPAR between periods for the set of comparable hotels existing at the reporting date versus the results of the same set of hotels in the prior period. Of the 313 hotels in our portfolio as of March 31, 2019, 303 have been classified as comparable hotels for the three months ended March 31, 2019.

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