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Equity
 12 Months Ended
Dec. 31, 2016
Equity
EQUITY
The Corporation
The Corporation has authorized 3,500.0 million shares of common stock, par value $0.01 per share, of which approximately 195.4 million and 204.6 million shares were issued and outstanding as of December 31, 2016 and 2015, respectively. Each share of the Corporation’s outstanding common stock is attached to and trades as a single unit with one share of Class B common stock, par value $0.01 per share, of ESH REIT.
The Corporation has authorized 350.0 million shares of preferred stock, $0.01 par value, of which 21,202 shares of mandatorily redeemable preferred stock were issued and outstanding as of December 31, 2016 and 2015. Dividends on these mandatorily redeemable preferred shares are payable quarterly in arrears at a rate of 8.0% per year. With respect to dividend, distribution and liquidation rights, the 8.0% voting mandatorily redeemable preferred stock ranks senior to the Corporation’s common stock. The outstanding 8.0% voting mandatorily redeemable preferred shares are classified as a liability on the accompanying consolidated balance sheets and are further described in Note 9.
The Corporation paid cash distributions totaling approximately $74.2 million and $12.3 million during the years ended December 31, 2016 and 2015, respectively, to its common shareholders, all of which were considered taxable dividends. No distributions were paid during the year ended December 31, 2014.
In December 2015, the Board of Directors of the Corporation declared a special cash distribution of $0.06 per share, payable to Extended Stay America Inc.’s common shareholders, totaling approximately $12.3 million, which is included in accounts payable and accrued liabilities in the accompanying consolidated balance sheet as of December 31, 2015. The Corporation paid this special distribution in January 2016.
Also, in December 2015, the Boards of Directors of the Corporation and ESH REIT authorized a combined Paired Share repurchase program for up to $100 million of Paired Shares. In February 2016, the Boards of Directors of the Corporation and ESH REIT authorized an increase of the combined Paired Share repurchase program from up to $100 million to up to $200 million of Paired Shares. In December 2016, the Boards of Directors of the Corporation and ESH REIT authorized an increase of the combined Paired Share repurchase program from $200 million to up to $300 million of Paired Shares and extended the maturity of the Paired Share repurchase program through December 31, 2017, each effective January 1, 2017. Repurchases may be made at management's discretion from time to time in the open market, in privately negotiated transactions or by other means (including through Rule 10b5-1 trading plans). Depending on market conditions and other factors, these repurchases may be commenced or suspended without prior notice. As of December 31, 2016, the Corporation and ESH REIT repurchased and retired approximately 9.4 million Paired Shares for approximately $86.2 million and $53.7 million, respectively, of which approximately 3.85 million Paired Shares were repurchased and retired from the Selling Stockholders.
ESH REIT
ESH REIT has authorized 4,300.0 million shares of Class A common stock, par value $0.01 per share, of which approximately 250.5 million shares were issued and outstanding as of December 31, 2016 and 2015. All issued and outstanding shares of ESH REIT Class A common stock were held by the Corporation as of December 31, 2016 and 2015. ESH REIT has authorized 7,800.0 million shares of Class B common stock, par value $0.01 per share, of which approximately 195.4 million and 204.6 million shares were issued and outstanding as of December 31, 2016 and 2015, respectively. Each share of ESH REIT’s outstanding Class B common stock is attached to and trades as a single unit with one share of the Corporation’s common stock.
ESH REIT has authorized 350.0 million shares of preferred stock, par value $0.01 per share, of which no shares were issued or outstanding as of December 31, 2016 and 2015. Additionally, ESH REIT has authorized 125 shares of preferred stock, no par value, all of which were issued and outstanding as of December 31, 2016 and 2015. This preferred stock pays dividends at a rate of 12.5% per year. With respect to dividends and distributions upon ESH REIT’s liquidation, winding-up or dissolution, the 12.5% preferred stock ranks senior to the ESH REIT Class A and Class B common stock. The liquidation preference of the 12.5% preferred stock is $1,000 per share plus any accumulated unpaid dividends. Shares of 12.5% preferred stock may be redeemed, in whole or in part, at any time for a per share amount equal to the liquidation preference plus all accumulated unpaid dividends.
ESH REIT paid cash distributions totaling approximately $281.4 million (of which approximately $155.3 million was paid to the Corporation), $273.1 million (of which approximately $150.3 million was paid to the Corporation), and $241.2 million (of which approximately $132.7 million was paid to the Corporation) during the years ended December 31, 2016, 2015 and 2014, respectively.
In December 2015, the Board of Directors of ESH REIT declared a special cash distribution of $0.19 per share, payable to ESH REIT’s Class A and Class B common shareholders, totaling approximately $86.5 million. Approximately $47.6 million was payable to the Corporation and was eliminated in consolidation; the remainder, approximately $38.9 million, was payable to ESH REIT Class B common shareholders and was included in accounts payable and accrued liabilities in the accompanying consolidated balance sheet as of December 31, 2015. ESH REIT paid this special distribution in January 2016.
Also, in December 2015, and as noted above, the Board of Directors of ESH REIT, together with the Board of Directors of the Corporation, authorized a combined Paired Share repurchase program for up to $100 million of the Paired Shares. In February 2016, the Boards of Directors of the Corporation and ESH REIT authorized an increase of the combined Paired Share repurchase program from up to $100 million to up to $200 million of Paired Shares. In January, 2017, the Boards of Directors of the Corporation and ESH REIT authorized an increase of the combined Paired Share repurchase program from up to $200 million to up to $300 million of Paired Shares and extended the maturity of the Paired Share repurchase program through December 31, 2017. Repurchases may be made at management’s discretion from time to time in the open market, in privately negotiated transactions or by other means (including through Rule 10b5-1 trading plans). Depending on market conditions and other factors, these repurchases may be commenced or suspended without prior notice. As of December 31, 2016, ESH REIT repurchased and retired approximately 9.4 million ESH REIT Class B common shares for approximately $53.7 million, of which approximately 3.85 million ESH REIT Class B common shares were repurchased and retired from the Selling Stockholders.
Noncontrolling Interests
As of December 31, 2016 and 2015, third party equity interests in ESH REIT consist of the outstanding shares of the Class B common stock of ESH REIT, which represent approximately 44% and 45% of ESH REIT’s total common equity, respectively, and the outstanding 125 shares of 12.5% preferred stock of ESH REIT. These interests, which are not owned by the Corporation, are presented as noncontrolling interests.
ESH REIT [Member]  
Equity
EQUITY
ESH REIT has authorized 4,300.0 million shares of Class A common stock, par value $0.01 per share, of which approximately 250.5 million shares were issued and outstanding as of December 31, 2016 and 2015. All issued and outstanding shares of ESH REIT Class A common stock were held by the Corporation as of December 31, 2016 and 2015. ESH REIT has authorized 7,800.0 million shares of Class B common stock, par value $0.01 per share, of which approximately 195.4 million and 204.6 million shares were issued and outstanding as of December 31, 2016 and 2015, respectively. Each share of ESH REIT’s outstanding Class B common stock is attached to and trades as a single unit with one share of the Corporation’s common stock.
ESH REIT has authorized 350.0 million shares of preferred stock, par value $0.01 per share, of which no shares were issued or outstanding as of December 31, 2016 and 2015. Additionally, ESH REIT has authorized 125 shares of preferred stock, no par value, all of which were issued and outstanding as of December 31, 2016 and 2015. This preferred stock pays dividends at a rate of 12.5% per year. With respect to dividends and distributions upon ESH REIT’s liquidation, winding-up or dissolution, the 12.5% preferred stock ranks senior to the ESH REIT Class A and Class B common stock. The liquidation preference of the 12.5% preferred stock is $1,000 per share plus any accumulated unpaid dividends. Shares of 12.5% preferred stock may be redeemed, in whole or in part, at any time for a per share amount equal to the liquidation preference plus all accumulated unpaid dividends.
ESH REIT paid cash distributions totaling approximately $281.4 million (of which approximately $155.3 million was paid to the Corporation), $273.1 million (of which approximately $150.3 million was paid to the Corporation) and $241.2 million (of which approximately $132.7 million was paid to the Corporation) during the years ended December 31, 2016, 2015 and 2014, respectively.
In December 2015, the Board of Directors of ESH REIT declared a special cash distribution of $0.19 per share, payable to its Class A and Class B common shareholders, totaling approximately $86.5 million. Approximately $47.6 million was payable to the Corporation and was included in due to Extended Stay America, Inc. and approximately $38.9 million was payable to Class B common shareholders and was included in accounts payable and accrued liabilities in the accompanying consolidated balance sheet as of December 31, 2015. ESH REIT paid this special distribution in January 2016.
Also, in December 2015, the Board of Directors of ESH REIT, together with the Board of Directors of the Corporation, authorized a combined Paired Share repurchase program for up to $100 million of Paired Shares. In February 2016, the Boards of Directors of the Corporation and ESH REIT authorized an increase of the combined Paired Share repurchase program from up to $100 million to up to $200 million of Paired Shares. In December 2016, the Boards of Directors of the Corporation and ESH REIT authorized an increase of the combined Paired Share repurchase program from up to $200 million to up to $300 million of Paired Shares and extended the maturity of the Paired Share repurchase program through December 31, 2017, each effective January 1, 2017. Repurchases may be made at management's discretion from time to time in the open market, in privately negotiated transactions or by other means (including through Rule 10b5-1 trading plans). Depending on market conditions and other factors, these repurchases may be commenced or suspended without prior notice. As of December 31, 2016, ESH REIT repurchased and retired approximately 9.4 million ESH REIT Class B common shares for approximately $53.7 million, of which approximately 3.85 million ESH REIT Class B common shares were repurchased and retired from the Selling Stockholders.
ESH REIT records distributions in excess of retained earnings as a reduction to additional paid in capital. As of December 31, 2016, ESH REIT had cumulative earnings in excess of declared distributions of approximately $31.1 million.