Summary of INTERSTATE HOTELS & RESORTS INC

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
In 2007, we acquired three hotels: 1) The Hilton Houston Westchase in Texas was purchased on February 8, 2007 for approximately $50.5 million, and was financed through a non-recourse mortgage loan of $32.8 million and the remainder with a combination of cash on hand and borrowings under our credit facility; 2) The Westin Atlanta Airport Hotel in Georgia was purchased on May 24, 2007 for approximately $74 million, and was financed through cash on hand and borrowings under our credit facility; and, 3) The Sheraton Columbia Hotel in Maryland was purchased on November 28, 2007 for approximately $46.5 million, and was financed through cash on hand and borrowings under our credit facility. We managed each of these hotels prior to the dates of the acquisitions.
All three hotels were acquired from affiliates of The Blackstone Group ("Blackstone"). These acquisitions were not related, were not contingent upon the acquisition of any other hotel and were not contingent upon the occurrence of any other single common event. We were unable to obtain from Blackstone information on the ownership structure to determine or conclude that these three hotels were under common control or management. Therefore, we evaluated the significance of each individual acquisition concluding that only the Westin Atlanta acquisition met the significance threshold and filed audited financial statements and pro forma information for the acquisition of the Westin Atlanta on Form 8-K/A on August 9, 2007. These financial statements included an audited Balance Sheet as of December 31, 2006 and the related audited Statement of Operations for the year ended December 31, 2006.
In 2008, after obtaining additional information about the ownership and asset management structure of Blackstone and its affiliates, we were able to conclude that the three hotels were under common control and that the acquisitions of the three hotels should have been evaluated as if it was a single acquisition pursuant to Securities and Exchange Commission (SEC) Regulation S-X 210.3-05. Because the acquisitions should have been evaluated as if they were a single acquisition, rather than individual acquisitions, additional pro forma information and financial information for the acquired hotels is filed with this Form 8-K.
The hotels have undergone several ownership changes in recent years. Because of these ownership changes, certain historical accounting records and other financial data for the hotel owners, including information about the operating, financing and investing cash flows, cannot be obtained without unreasonable effort and expense. Additionally, certain representations from the former owners cannot be obtained. These obstacles prevent us from filing the complete financial statements for the acquisitions as required by SEC Regulation S-X. However, and as indicated above, we have managed these hotels for a period of time. Our management services included performing the accounting for the hotel level balance sheet and operating activity (hotel revenues and direct operating expenses). Following correspondence with, and at the direction of, the SEC, we are filing the financial information for each of the acquired hotels as listed in Item 9.01 below.
The financial information listed in Item 9.01 below along with the pro forma information included in this filing will give readers a sufficient understanding of the impact of these three acquisitions on our financial condition, results, and related trends. The balance sheets for the Hilton Houston Westchase and the Sheraton Columbia hotels as of December 31, 2006 include presentation of only those assets acquired and liabilities assumed by us.

ITEM 9.01- FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired

Х Hilton Houston Westchase Hotel

o Audited Balance Sheet as of December 31, 2006 and the related audited Statements of Hotel Revenues and Direct Operating Expenses for the period from January 1, 2006 to May 1, 2006 and May 2, 2006 to December 31, 2006 and the years ended December 31, 2005 and 2004.

Х Westin Atlanta Airport Hotel

o Audited Statements of Hotel Revenues and Direct Operating Expenses for the years ended December 31, 2005 and 2004.

Х Sheraton Columbia Hotel

o Unaudited Balance Sheet as of September 30, 2007 and the related unaudited Statements of Hotel Revenues and Direct Operating Expenses for the nine month periods ended September 30, 2007 and from January 1, 2006 to May 1, 2006 and from May 2, 2006 to September 30, 2006.

(b) Pro Forma Financial Information

Х Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2007.

(d) Exhibits Exhibit No.

10.14   Agreement of Purchase and Sale between Capstar Westchase Partners, L.P.,
        an affiliate of The Blackstone Group, and Interstate Westchase, L.P., an
        affiliate of Interstate Hotels & Resorts, Inc., dated January 4, 2007, for
        the purchase of the Hilton Houston Westchase (incorporated by reference to
        Exhibit 10.14 to the Company's Form 10-K filed with the Securities and
        Exchange Commission on March 16, 2007).

10.15     Agreement of Purchase and Sale between Lepercq Atlanta Renaissance
        Partners, L.P., an affiliate of the Blackstone Group, and Interstate
        Atlanta Airport, LLC, dated May 4, 2007, for the purchase of the Westin
        Atlanta Airport (incorporated by reference to Exhibit 10.6 of the
        Company's Form 10-Q filed with the Securities and Exchange Commission on
        May 10, 2007).

10.16   Agreement of Purchase and Sale between MeriStar Columbia Owner SPE, LLC,
        MeriStar Seelbach SPE, LLC, Madison Motel Associates, LLP, affiliates of
        The Blackstone Group, and Interstate Columbia, LLC, an affiliate of
        Interstate Hotels & Resorts, Inc., and IHR Invest Hospitality Holdings,
        LLC, dated September 12, 2007, for the purchase of the Sheraton Columbia,
        the Hilton Seelbach, and the Crowne Plaza Madison (incorporated by
        reference to Exhibit 2.1 to the Company's Form 8-K filed with the
        Securities and Exchange Commission on December 4, 2007).

23.1*   Consent of KPMG, LLP.

* Filed herewith