DiamondRock Hospitality Company Annual Report 2019

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FY2019 Annual Report · DiamondRock Hospitality Company

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2 0 1 9 A N N U A L R E P O R T

DiamondRock Hospitality Company, a self-advised real estate investment trust (REIT), owns

a portfolio of 31 premium hotels and resorts containing over 10,000 rooms in the aggregate,

concentrated in key gateway cities and destination resorts throughout North America and

the U.S. Virgin Islands. DiamondRock’s vision is to create opportunities for our shareholders

and associates to better their lives through successful hotel investments.

URBAN AND RESORT HOTELS IN TOP MARKETS

nn Resort 30%
nn Boston 14%
nn Chicago 14%
nn New York 11%
nn Other CBD 11%

nn Other 4%
nn San Diego 4%
nn Washington, DC 4%
nn San Francisco 4%
nn Denver 3%

LOCATIONS IN KEY GATEWAY CITIES AND DESTINATION RESORTS

ll Urban Properties
ll Resort Properties

FRONT AND BACK COVER: Hotel Emblem San Francisco

TO OUR
FELLOW SHAREHOLDERS

Overview

DiamondRock delivered substantial outperfor-

mance in 2019, a major achievement given

the slower-growth fundamentals in the lodging

industry. As a point of pride, DiamondRock gener-

ated a 29.7% total return for shareholders in

2019, surpassing the Morgan Stanley REIT Index

DiamondRock distinguishes itself

by the excellence of its asset

management team.

(“RMZ”) and Dow Jones US Hotel and Lodging

private non-residential fixed investment. Generous

REIT Index by 880 basis points and 2,040 basis

construction lending by banks helped to fuel new

points respectively. DiamondRock’s outperfor-

hotel supply growth, intensifying the competition

mance is the result of its unwavering focus on

for both guests and valued hotel personnel alike.

strategic goals, best-in-class asset management,

Not surprisingly, due to a combination of anemic

and fortress balance sheet.

demand growth and increasing hotel supply, the

Lodging Fundamentals

initial outlook for U.S. revenue per available room

(“RevPAR”) growth softened as the year progressed.

Lodging fundamentals exhibited modest growth

In 2019, U.S. RevPAR increased only 0.9% and

in 2019 as the U.S. economy officially entered

the nation’s Top 25 cities underperformed the

its longest expansion in history. While the expan-

national average with RevPAR contracting 0.2%.

sion has been long, this longevity contradicts its

strength. The compound annual growth rate of real

Best-in-Class Asset Management

gross domestic product in the current expansion

DiamondRock distinguishes itself by the excel-

cycle is only half as strong as every other expan-

lence of its asset management team. This

sion since World War II. Against this slow-growth

talented team utilizes innovative approaches and

backdrop, geopolitical issues, led by the uncertainty

relentless attention to detail to drive portfolio

of the China/U.S. trade war, had a chilling effect on

same-store profit growth despite a background of

critical drivers of U.S. lodging demand: most sig-

challenging fundamentals. In 2019 Portfolio Total

nificantly impacting growth in corporate profits and

Revenues increased 2.7% and RevPAR increased

i
DIAMONDROCK HOSPITALITY 2019

D I A M O N D R O C K H O S P I T A L I T Y

0.9%, significantly exceeding growth in the Top

25 markets. Most impressively, DiamondRock’s

portfolio increased penetration against the com-

petitive set of hotels by 260 basis points.

High Value Portfolio Investments

Hotel value-add renovations and reposition-

In 2019, DiamondRock invested

over $100 million in its hotels with

numerous, successful outcomes.

ings remain a key driver of increasing hotel net

n THE LANDING RESORT, LAKE TAHOE

asset value at the Company’s hotels. In 2019,
DiamondRock invested over $100 million in its

Creatively added five additional rooms to the
lifestyle resort by relocating the fitness center

hotels with numerous, successful outcomes:

and converting storage spaces. The incremen-

tal rooms are a direct contribution to share-

n HOTEL EMBLEM, SAN FRANCISCO

holder value and there are plans to add even

Transformational renovation, repositioning,

more rooms in the future.

and rebranding into a chic Viceroy Urban

Collection lifestyle hotel. The results have been

n THE WORTHINGTON RENAISSANCE FORT WORTH

dramatic: TripAdvisor ranked the hotel # 3 of

Extensive renovation and repositioning of

246 hotels in downtown San Francisco at the

the lobby and restaurant. The new Toro Toro

end of 2019. RevPAR increased 8% in 2019,

restaurant by celebrity chef Richard Sandoval

exceeding the market by 390 basis points.

has been exceptionally well-received and

n KEY WEST RESORT

in concert with the redesigned lobby, they

provide a halo effect that enhances the hotel’s

Transformational renovation, repositioning

ability to capture group business and thus

and pending rebranding was substantially

drive profitability.

completed in 2019. The renovation touches all

areas of the resort: guest arrival, lobby, pool

Rebuilding a Legendary Resort

area, restaurants and bars. With the comple-

DiamondRock is rebuilding its renowned resort

tion of the guest room renovation in 2020,

in the U.S. Virgin Islands that was damaged by

the currently-branded Sheraton Suites will be

Hurricane Irma two years ago. The resort, formerly

reborn as the independent, lifestyle Barbary

known as Frenchman’s Reef Marriott and Morning

Beach House Key West Resort. The reposition-

Star Beach Resort & Spa, is undergoing a more

ing is expected to drive outsized market share

than $300 million rebuild and will be re-concepted

growth and profitability in the years to come.

into two separate and spectacular resorts:

ii
DIAMONDROCK HOSPITALITY 2019

D I A M O N D R O C K H O S P I T A L I T Y

n FRENCHMAN’S REEF MARRIOTT RESORT & SPA

The incremental earnings of the Frenchman’s

Dramatically situated atop a cliff overlooking

Reef resort complex are projected to generate an

the Caribbean Sea, the resort will have swim-

attractive yield on DiamondRock’s incremental

up bars, infinity edge pools, an expansive fit-

investment upon stabilization.

ness center with water views, and the largest

meeting space in the U.S. Virgin Islands.

Fortress Balance Sheet

n NONI BEACH RESORT

A strong, flexible balance sheet is a core pillar

of DiamondRock’s strategy for long-term out-

A boutique, lifestyle resort with luxuriously
appointed rooms is comprised of a series of

performance. The Company fortified its robust
balance sheet in 2019 by executing $750 million

intimate beach house style villas directly on

of refinancing activity to lower its borrowing costs

the beach. The resort is the first Autograph

and expand its investment capacity. As a result,

Collection hotel in the U.S. Virgin Islands and

DiamondRock ended 2019 with a conserva-

will include a private, beachfront infinity edge

tive leverage level of net-debt-to-EBITDA of 3.7,

pool and high-end restaurant overlooking the

approximately $122.5 million of cash, and $325

Caribbean Sea.

million of borrowing capacity available under its

A strong, flexible balance sheet is a core

pillar of DiamondRock’s strategy for long-

term outperformance.

corporate credit facility.

The Company utilized a portion of its balance

sheet capacity to be an opportunistic capital

allocator. DiamondRock repurchased $75 million

of stock starting in early December 2018 through

2019 at an average price of $9.58, a discount of

over 25% to the Company’s estimate of net asset

The Company invested nearly $100 million

value. This prudent capital allocation locked in

towards the rebuilding of the resort through

long-term value for shareholders.

2019 and is on track to open in late 2020.

Another success in 2019 included the defini-

Responsible Corporate Citizen

tive settlement of its insurance claim related

DiamondRock believes that it can enhance long-term

to Hurricane Irma for total insurance payments
of nearly $247 million.(1) This settlement was
instrumental in lowering the Company’s financial

financial returns for its shareholders by honoring

all of its relevant stakeholders and being a leader

among peers in environmental, social and gover-

leverage and enhancing certainty of execution.

nance (“ESG”) responsibilities. In its commitment

(1) Includes approximately $8 million for Havana Cabana

Key West, also impacted by Hurricane Irma

iii
DIAMONDROCK HOSPITALITY 2019

D I A M O N D R O C K H O S P I T A L I T Y

The future for DiamondRock remains

bright as portfolio quality and

market representa tion are the best

in Company history.

The Future

The future for DiamondRock remains bright

as portfolio quality and market representation

are the best in Company history. Our industry-

leading asset management team positions the

Company to drive cash flow and value creation

through innovative revenue strategies, stringent

to the environment, according to GRESB (the lead-

cost containment, creatively repositioning hotels,

ing ESG benchmark for real estate investments
across the world) DiamondRock’s scores steadily

and attractive return-on-investment projects. The
fortress balance sheet affords financial security

increased over the past five years and at year-

as well as dry powder to be opportunistic. In

end 2019 were outperforming its lodging peer

addition, thoughtful capital allocation can propel

index by nearly 20%. In its commitment to being

long-term value creation for shareholders in a

a good member of the community, DiamondRock

variety of environments.

supported numerous educational and medical

institutions. In the area of corporate governance,

Thank you for your continued support. It is

DiamondRock stands out with the highest possi-

our privilege to serve as a steward of your

ble rating from Institutional Shareholder Services

investment and we at DiamondRock take our

(“ISS”). DiamondRock remains committed to

fiduciary responsibility seriously. We will con-

being a leader in ESG by striving to maintain and

tinue to work relentlessly to drive value for

increase its relative performance.

you, our fellow shareholder.

MARK W. BRUGGER
President and Chief Executive Officer

iv
DIAMONDROCK HOSPITALITY 2019

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(cid:1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

FORM 10-K

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2019

(cid:2) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission file number 001-32514

DIAMONDROCK HOSPITALITY COMPANY

(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State of Incorporation)

20-1180098
(I.R.S. Employer Identification No.)

2 Bethesda Metro Center, Suite 1400, Bethesda, Maryland
(Address of Principal Executive Offices)

20814
(Zip Code)

(240) 744-1150
(Registrant’s telephone number, including area code)

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

Title of Each Class

Trading symbol(s)

Name of Exchange on Which Registered

Common Stock, $.01 par value

DRH

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. (cid:1) Yes (cid:2) No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. (cid:2) Yes (cid:1) No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (cid:1) Yes (cid:2) No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files). (cid:1) Yes (cid:2) No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a

smaller reporting company or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’
‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer (cid:1)

Accelerated filer (cid:2)

Non-accelerated filer (cid:2)

Smaller reporting company (cid:2)
Emerging growth company (cid:2)

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 pursuant to Section 13(a) of the Exchange Act. (cid:2)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). (cid:2) Yes (cid:1) No

The aggregate market value of the common equity held by non-affiliates of the Registrant (assuming for these purposes,
but without conceding, that all executive officers and Directors are ‘‘affiliates’’ of the Registrant) as of June 28, 2019, the last
business day of the Registrant’s most recently completed second fiscal quarter, was $2.1 billion (based on the closing sale price
of the Registrant’s Common Stock on that date as reported on the New York Stock Exchange).

The registrant had 200,357,322 shares of its $0.01 par value Common Stock outstanding as of February 28, 2020.

Portions of the registrant’s Proxy Statement for its 2020 Annual Meeting of Stockholders, to be filed with the Securities
and Exchange Commission not later than 120 days after December 31, 2019, are incorporated by reference in Part III herein.

Documents Incorporated by Reference

INDEX

PART I

Page No.

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and

Item 6.
Item 7.

Item 7A.
Item 8.
Item 9.

Item 9A.
Item 9B.

Item 10.
Item 11.
Item 12.

Item 13.
Item 14.

Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of

Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial

Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART III

Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . .
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 15.
Item 16.

Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . .
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART IV

4
13
38
39
44
44

45
48

49
67
68

68
68
69

70
70

70
70
70

71
75

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K, other than purely historical information,

including estimates, projections, statements relating to our business plans, objectives and expected
operating results, and the assumptions upon which those statements are based, are ‘‘forward-looking
statements’’ within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-
looking statements generally are identified by the words ‘‘believes,’’ ‘‘project,’’ ‘‘expects,’’ ‘‘anticipates,’’
‘‘estimates,’’ ‘‘intends,’’ ‘‘strategy,’’ ‘‘plan,’’ ‘‘may,’’ ‘‘will,’’ ‘‘would,’’ ‘‘will be,’’ ‘‘will continue,’’ ‘‘will
likely result,’’ ‘‘strive,’’ ‘‘endeavor,’’ ‘‘mission,’’ ‘‘goal,’’ and similar expressions. Forward-looking
statements are based on current expectations and assumptions that are subject to risks and
uncertainties which may cause actual results to differ materially from the forward-looking statements.

Some of the risks and uncertainties that may cause our actual results, performance or
achievements to differ materially from those expressed or implied by forward-looking statements
include, among others, the following:

(cid:127) negative changes in the economy, including, but not limited to, a reversal of current job growth

trends, an increase in unemployment or a decrease in corporate earnings and investment;

(cid:127) increased competition in the lodging industry and from alternative lodging channels or third

party internet intermediaries in the markets in which we own properties;

(cid:127) failure to effectively execute our long-term business strategy and successfully identify and

complete acquisitions;

(cid:127) risks and uncertainties affecting hotel renovations and management (including, without

limitation, construction delays, increased construction costs, disruption in hotel operations and
the risks associated with our franchise agreements);

(cid:127) risks associated with the availability and terms of financing and the use of debt to fund

acquisitions and renovations or refinance existing indebtedness, including the impact of higher
interest rates on the cost and/or availability of financing;

(cid:127) risks associated with the lodging industry overall, including, without limitation, an increase in
alternative lodging channels, decreases in the frequency of business travel and increases in
operating costs;

(cid:127) risks associated with natural disasters;

(cid:127) costs of compliance with government regulations, including, without limitation, the Americans

with Disabilities Act;

(cid:127) potential liability for uninsured losses and environmental contamination;

(cid:127) risks associated with security breaches through cyber-attacks or otherwise, as well as other
significant disruptions of our information technologies and systems, which support our
operations and our hotel managers;

(cid:127) risks associated with our potential failure to qualify as a real estate investment trust (‘‘REIT’’)

under the Internal Revenue Code of 1986, as amended (the ‘‘Code’’);

(cid:127) possible adverse changes in tax and environmental laws; and

(cid:127) risks associated with our dependence on key personnel whose continued service is not

guaranteed.

The risks and uncertainties set forth above are not exhaustive. Other sections of this Annual
Report on Form 10-K, including Item 1A ‘‘Risk Factors’’ and Item 7 ‘‘Management’s Discussion and

Analysis of Financial Condition and Results of Operations,’’ discuss these and other risks and
uncertainties that could cause actual results and events to differ materially from such forward-looking
statements.

Except as required by law, we undertake no obligation to update or revise publicly any forward-

looking statements, whether as a result of new information, future events or otherwise.

References in this Annual Report on Form 10-K to ‘‘we,’’ ‘‘our,’’ ‘‘us’’ and ‘‘the Company’’ refer to

DiamondRock Hospitality Company, including as the context requires, DiamondRock Hospitality
Limited Partnership, as well as our other direct and indirect subsidiaries.

Item 1. Business

Overview

PART I

DiamondRock Hospitality Company is a lodging-focused Maryland corporation operating as a
REIT for federal income tax purposes. As of December 31, 2019, we owned a portfolio of 31 premium
hotels and resorts that contain 10,102 guest rooms located in 21 different markets in North America
and the U.S. Virgin Islands. Our hotel in the U.S. Virgin Islands, the Frenchman’s Reef & Morning
Star Beach Resort (‘‘Frenchman’s Reef’’) is currently closed due to damage incurred by Hurricanes
Irma and Maria in September 2017 and is scheduled to re-open at the end of 2020 as two separate
hotels.

As an owner, rather than an operator, of lodging properties, we receive all of the operating profits

or losses generated by our hotels after the payment of fees due to hotel managers and hotel brands,
which are calculated based on the revenues and profitability of each hotel.

Our strategy is to apply aggressive asset management, conservative leverage, and disciplined capital
allocation to high quality lodging properties in North American urban and resort markets with superior
growth prospects and high barriers-to-entry. Our goal is to deliver long-term stockholder returns that
exceed those generated by our peers through a combination of dividends and enduring capital
appreciation.

Our primary business is to acquire, own, asset manage and renovate premium hotel properties in
the United States. Our portfolio is concentrated in key gateway cities and destination resort locations.
Each of our hotels is managed by a third party—either an independent operator or a brand operator,
such as Marriott International, Inc. (‘‘Marriott’’).

We critically evaluate each of our hotels to ensure that we own a portfolio of hotels that conforms

to our vision, supports our mission and corresponds with our strategy. We continuously analyze our
portfolio to identify opportunities to invest capital in certain projects or market non-core assets for sale
in order to increase our portfolio quality. We are committed to a conservative capital structure with
prudent leverage. We regularly assess the availability and affordability of capital in order to maximize
stockholder value and minimize enterprise risk. In addition, we are committed to following sound
corporate governance practices and to being open and transparent in our communications with our
stockholders.

Our Company

We commenced operations in July 2004 and became a public reporting company in May 2005. Our

common stock is traded on the New York Stock Exchange (the ‘‘NYSE’’) under the symbol ‘‘DRH’’.
We have been successful in acquiring, financing and asset managing our hotels. As of December 31,
2019, we had 31 full-time employees. Since our formation, we have sought to be forthright and

transparent in our communications with investors, to actively monitor our corporate overhead and to
adopt sound corporate governance practices.

Our Business Strategy

We plan to strategically allocate capital in order to create value depending on our cost of capital.

If our cost of capital is attractive, we expect to:

(cid:127) pursue strategic acquisitions;

(cid:127) consider opportunistically raising equity; and

(cid:127) evaluate opportunities to dispose of non-core hotels.

If we believe our cost of capital is elevated, we expect to create value over the long term to

stockholders by deploying investment capacity into share repurchases.

We prefer a relatively efficient capital structure and have not invested in joint ventures or issued

preferred stock. We structure our hotel acquisitions to be straightforward and to fit within our
conservative capital structure; however, we will consider a more complex transaction (e.g. the issuance
of operating partnership units to limited partners) if we believe that the projected returns to our
stockholders will significantly exceed the returns that would otherwise be available.

High-Quality Urban and Destination Resort Hotels

As of December 31, 2019, we owned 31 premium hotels and resorts throughout North America

and the U.S. Virgin Islands. Our hotels and resorts are primarily categorized as upper upscale as
defined by STR, Inc. and are generally located in high barrier-to-entry markets with multiple demand
generators. Our properties are concentrated in key gateway cities and resort destinations. We consider
lodging properties located in gateway cities and resort destinations to be the most capable of generating
dynamic cash flow growth and achieving superior long-term capital appreciation.

We have enhanced our hotel portfolio by recycling capital from non-core hotels, located in slower
growth markets, to higher quality hotels located primarily in high-growth urban and destination resort
markets. We have repositioned our portfolio through the acquisition of urban and resort hotels that
align with our strategic goals while disposing of non-core hotels. These acquisitions increased our urban
exposure with acquisitions in cities such as San Diego, San Francisco, Boston, Denver, and Washington,
D.C. Our resort exposure increased with acquisitions in locations such as Key West and Fort
Lauderdale, Florida, Sedona, Arizona, and Sausalito, Huntington Beach and South Lake Tahoe,
California. Five of our last six acquisitions have been resort destination hotels. Over 90% of our
portfolio EBITDA for the year ended December 31, 2019 is derived from core urban and resort
destination hotels. Our capital recycling program has also achieved several other important strategic
portfolio goals that include improving our portfolio’s geographic, operator and brand diversity.

We are highly sensitive to our cost of capital and may pursue acquisitions that create value in the

near term. We will continue to evaluate our portfolio for opportunities to continue to upgrade our
portfolio by considering strategic acquisitions and opportunistic non-core hotel dispositions.

Our acquisition strategy focuses primarily on hotels that we believe present unique value-add
opportunities. In addition, we have repositioned certain of our hotels through a change in brand,
comprehensive renovation and/or change in third-party hotel manager to a more efficient operator.

This focus has helped us achieve the strategic goals of improving our portfolio’s brand and
management diversity.

We evaluate each hotel in our portfolio to assess the optimal brand and management strategy for

the individual hotel and market. We leverage the leading global hotel brands at many of our hotels,
which are flagged under a brand owned by Marriott or Hilton Worldwide Holdings, Inc. (‘‘Hilton’’). We
also maintain a portion of our hotels as independent lifestyle hotels. We believe that premier global
hotel brands create significant value as a result of each brand’s ability to produce incremental revenue
through their strong reservation and rewards systems and sales organizations. We are also interested in
owning non-branded hotels located in premier or unique markets where we believe that the returns on
such a hotel may be higher than if the hotel were operated under a globally-recognized brand.

Innovative Asset Management

We believe that we can create significant value in our portfolio through innovative asset
management strategies such as rebranding, renovating and repositioning our hotels. We regularly
evaluate our portfolio to determine if there are opportunities to employ these value-add strategies.

Our asset management team is focused on improving hotel profit margins through revenue
management strategies and cost control programs. Our asset management team also focuses on
identifying new and potential value creation opportunities across our portfolio, including implementing
resort or amenity fees, creating incremental guest rooms, leasing out restaurants to more profitable
third-party operators, converting under-utilized space to revenue-generating meeting space and
implementing programs to reduce energy consumption and increase labor efficiency.

Our senior management team has established a broad network of hotel industry contacts and

relationships, including relationships with hotel owners, financiers, operators, project managers and
contractors and other key industry participants. We use our broad network of hotel industry contacts
and relationships to maximize the value of our hotels. We strive to negotiate management agreements
that give us the right to exert influence over the management of our properties, annual budgets and all
capital expenditures (all, to the extent permitted under the REIT rules), and then to use those rights to
continually monitor and improve the performance of our properties. We cooperatively partner with our
hotel managers in an attempt to increase operating results and long-term asset values at our hotels. In
addition to working directly with the personnel at our hotels, our senior management team also has
long-standing professional relationships with our hotel managers’ senior executives, and we work
directly with these senior executives to improve the performance of our hotels.

Conservative Capital Structure

We believe that a conservative capital structure maximizes investment capacity while reducing
enterprise risk. We currently employ a conservative debt profile and straight-forward capital structure
with no preferred equity or convertible bonds. We maintain significant balance sheet flexibility with
existing corporate cash, limited near-term debt maturities, capacity under our senior unsecured credit
facility and 23 of our 31 hotels unencumbered by mortgage debt as of December 31, 2019. We are well
positioned for potential credit market volatility and uncertainty in the lodging cycle given that we have
limited near-term debt maturities and the majority of our debt is financed with long-term, fixed-rate
mortgages with a well-laddered maturity schedule. We believe it is prudent to reduce the inherent risk
of highly cyclical lodging fundamentals through a low leverage capital structure.

We believe that our strategically designed capital structure is a value creation tool that can be used

over the entire lodging cycle. Specifically, we believe that lower leverage benefits us in the following
ways:

(cid:127) provides capacity to fund attractive acquisitions;

(cid:127) enhances our ability to maintain a sustainable dividend;

(cid:127) enables us to opportunistically repurchase shares during periods of stock price dislocation; and

(cid:127) provides capacity to fund late-cycle capital needs.

As of December 31, 2019, our outstanding debt consists of a combination of property-specific

mortgage debt, all of which bears interest at a fixed rate, unsecured term loans, and outstanding
borrowings on our senior unsecured credit facility. We prefer that at least half of our portfolio remain
unencumbered by debt in order to provide maximum balance sheet flexibility. We expect that our
strategy will enable us to maintain a balance sheet with an appropriate amount of debt throughout all
phases of the lodging cycle.

Our Corporate Structure

We conduct our business through a traditional umbrella partnership REIT, or UPREIT, in which
our hotels are owned by subsidiaries of our operating partnership, DiamondRock Hospitality Limited
Partnership. We are the sole general partner of our operating partnership and own either directly or
indirectly 99.6% of the limited partnership units (‘‘OP units’’) of our operating partnership. The
remaining 0.4% of the OP units are held by third parties. These OP units were issued in connection
with our acquisition of Cavallo Point, The Lodge at the Golden Gate (‘‘Cavallo Point’’) in December
2018. Each OP unit currently owned by holders other than is redeemable, at the option of the holder,
for an amount of cash equal to the market value of one share of the Company’s common stock or, at
our election, one share of the Company’s common stock, in each case subject to adjustment upon the
occurrence of stock splits, mergers, consolidations or similar pro-rata share transactions. As of
December 31, 2019, limited partners held 792,131 OP units. In the future, we may issue additional OP
units from time to time in connection with acquiring hotel properties, financing, compensation, or other
reasons.

In order for the income from our hotel investments to constitute ‘‘rents from real property’’ for
purposes of the gross income tests required for REIT qualification, we must lease each of our hotels to
a wholly-owned subsidiary of our taxable REIT subsidiary, or TRS (each, a TRS lessee), or to an
unrelated third party. We currently lease all of our domestic hotels to TRS lessees. In turn, our TRS
lessees must engage a third-party management company to manage the hotels. However, we may
structure our properties that are not subject to U.S. federal income tax differently from the structures
that we use for our U.S. properties. For example, Frenchman’s Reef is held by a U.S. Virgin Islands
corporation, which we have elected to be a TRS.

The following chart shows our corporate structure as of the date of this report:

Unaffiliated
third-party
investors

0.4%

DiamondRock
Hospitality Company

99.6%

DiamondRock
Hospitality Limited
Partnership
(our operating
partnership)

100%

Taxable REIT
subsidiaries

100%

Management
agreements

Hotel management
companies

Subsidiaries leasing
hotels
(our TRS lessees)

Leases

Subsidiaries owning
hotels

29FEB202000100121

Competition

The hotel industry is highly competitive and our hotels are subject to competition from other
hotels for guests. Competition is based on a number of factors, including convenience of location,
reputation, brand affiliation, price, range of services, guest amenities, and quality of customer service.
Competition is specific to the individual markets in which our properties are located and will include
competition from existing and new hotels operated under brands in the full-service, select-service and
extended-stay segments. We believe that properties flagged with a Marriott or Hilton brand will enjoy
the competitive advantages associated with their operations under such brand. These global brands’
reservation systems and national advertising, marketing and promotional services combined with the
strong management expertise they provide enable our properties to perform favorably in terms of both
occupancy and room rates relative to other brands and non-branded hotels. The guest loyalty programs
operated by these global brands generate repeat guest business that might otherwise go to competing
hotels. Increased competition may have a material adverse effect on occupancy, Average Daily Rate (or
ADR) and Revenue per Available Room (or RevPAR), or may require us to make capital
improvements that we otherwise would not undertake, which may result in decreases in the profitability
of our hotels.

In addition to competing with traditional hotels and lodging facilities, we compete with alternative

lodging, including third-party providers of short-term rental properties and serviced apartments. We
compete based on a number of factors, including room rates, quality of accommodations, service levels,
convenience of location, reputation, reservation systems, brand recognition and supply and availability
of alternative lodging.

We face competition for the acquisition of hotels from institutional pension funds, private equity
funds, REITs, hotel companies and others who are engaged in hotel acquisitions and investments. Some
of these competitors have substantially greater financial and operational resources than we have and
may have greater knowledge of the markets in which we seek to invest. This competition may reduce
the number of suitable investment opportunities offered to us and increase the cost of acquiring our
targeted hotel investments.

Seasonality

The periods during which our hotels experience higher revenues vary from property to property,

depending principally upon location and the customer base served. Accordingly, we expect some
seasonality in our business. Volatility in our financial performance from the seasonality of the lodging
industry could adversely affect our financial condition and results of operations.

Regulatory Matters

Environmental Matters

In connection with the ownership of hotels, the Company is subject to various federal, state and

local environmental laws and regulations relating to environmental protection. Under these laws, a
current or previous owner or operator (including tenants) of real estate may be liable for the costs or
removal or remediation of certain hazardous or toxic substances at, on, under or in such property.
These laws typically impose liability without regard to fault or whether or not the owner or operator
knew of or caused the presence of the contamination, and the liability under these laws may be joint
and several. Because these laws also impose liability on the persons who owned the property at the
time it became contaminated, it is possible that we could incur cleanup costs or other environmental
liabilities even after we sell properties. The presence of contamination, or the failure to properly
remediate contamination, on a property may adversely affect the ability of the owner or operator to sell
that property or to borrow funds using such property as collateral. Under the environmental laws,
courts and government agencies also have the authority to require that a person who sent waste to a
waste disposal facility, such as a landfill or incinerator, pay for the cleanup of that facility if it becomes
contaminated and threatens human health or the environment.

Our hotels are subject to various federal, state, and local environmental, health and safety laws
and regulations that address a wide variety of issues, including, but not limited to, storage tanks, air
emissions from emergency generators, storm water and wastewater discharges, asbestos, lead-based
paint, mold and mildew and waste management. Some of our hotels routinely handle and use
hazardous or regulated substances and wastes as part of their operations, which substances and wastes
are subject to regulation (e.g., swimming pool chemicals). Our hotels incur costs to comply with these
laws and regulations and could be subject to fines and penalties for non-compliance.

We believe that our hotels are in compliance, in all material respects, with all federal, state and

local environmental ordinances and regulations regarding hazardous or toxic substances and other
environmental matters, the violation of which could have a material adverse effect on us. We have not
received written notice from any governmental authority of any material noncompliance, liability or
claim relating to hazardous or toxic substances or other environmental matters in connection with any
of our present properties.

Annually, we submit a response to the Global Real Estate Sustainability Benchmarking survey (the

‘‘GRESB Report’’), which benchmarks the Company’s approach and performance on environmental,
social and governance indicators against other real estate companies. The GRESB Report is accessible
on our website. The information included in, referenced to, or otherwise accessible through the
GRESB Report, is not incorporated by reference in, or considered to be a part of, this report or any
document unless expressly incorporated by reference therein.

ADA Regulation

Our properties must comply with Title III of the Americans with Disabilities Act of 1990 (the
‘‘ADA’’), to the extent that such properties are ‘‘public accommodations’’ as defined by the ADA. The
ADA may require removal of structural barriers to access by individuals with disabilities in certain
public areas of our properties where such removal is readily achievable. We believe that our properties
are in substantial compliance with the ADA. However, noncompliance with the ADA could result in
payment of civil penalties, damages, and attorneys’ fees and costs. The obligation to comply with the
ADA is an ongoing one, and we will continue to assess our properties and to make alterations as
appropriate in this regard.

Employees

As of December 31, 2019, we employed 31 full-time employees. We believe that our relations with
our employees are good. None of our employees is a member of any union; however, the employees of
our hotel managers at the Lexington Hotel New York, Courtyard Manhattan/Fifth Avenue, Courtyard
Manhattan/Midtown East, Hilton Garden Inn/Times Square, Westin Boston Waterfront Hotel, and
Hilton Boston Downtown are currently represented by labor unions and are subject to collective
bargaining agreements.

Insurance

We carry comprehensive liability, fire, extended coverage, earthquake, windstorm, business

interruption and rental loss insurance covering all of the properties in our portfolio. Frenchman’s Reef
is covered under a builders risk policy with similar coverage described above. In addition, we carry
earthquake and terrorism insurance on our properties in an amount and with deductibles which we
believe are commercially reasonable. We do not carry insurance for generally uninsured losses such as
loss from riots, war or acts of God. Certain of the properties in our portfolio are located in areas
known to be seismically active or subject to hurricanes and we believe that we have appropriate
insurance for those risks, although they are subject to higher deductibles than ordinary property
insurance.

Most of our hotel management agreements and mortgage agreements require that we obtain and
maintain property insurance, business interruption insurance, flood insurance, earthquake insurance (if
the hotel is located in an ‘‘earthquake prone zone’’ as determined by the U.S. Geological Survey) and
other customary types of insurance related to hotels. We comply with all such requirements. In
addition, either we or the hotel manager are responsible for obtaining general liability insurance,
workers’ compensation and employer’s liability insurance.

Available Information

We maintain a website at the following address: www.drhc.com. We make our proxy statements,

annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the ‘‘Exchange Act’’), available on our website free of charge as
soon as reasonably practicable after such reports and amendments are electronically filed with, or

furnished to, the Securities and Exchange Commission (the ‘‘SEC’’). Such reports are also available by
accessing the EDGAR database on the SEC’s website at www.sec.gov.

Our website is also a key source of important information about us. We post to the Investor
Relations section of our website important information about our business, our operating results and
our financial condition and prospects, including, for example, information about material acquisitions
and dispositions, our earnings releases and certain supplemental financial information related or
complimentary thereto. The website also has a Corporate Governance page that includes, among other
things, copies of our charter, our bylaws, our Code of Business Conduct and Ethics and the charters for
each standing committee of our Board of Directors: currently, the Audit Committee, the Compensation
Committee and the Nominating and Corporate Governance Committee. We intend to disclose on our
website any amendment to, or waiver of, any provisions of our Code of Business Conduct and Ethics
that apply to any of our directors, executive officers or senior financial officers that would otherwise be
required to be disclosed under the rules of the SEC or the NYSE. Copies of our charter, our bylaws,
our Code of Business Conduct and Ethics and our SEC reports are also available in print to
stockholders upon request addressed to Investor Relations, DiamondRock Hospitality Company, 2
Bethesda Metro Center, Suite 1400, Bethesda, Maryland 20814 or through the ‘‘Information Request’’
section on the Investor Relations page of our website.

The information included in, referenced to, or otherwise accessible through our website, is not

incorporated by reference in, or considered to be a part of, this report or any document unless
expressly incorporated by reference therein.

DiamondRock Hospitality Company is traded on the NYSE under the symbol ‘‘DRH’’.

Supplemental Material U.S. Federal Income Tax Considerations

This summary is for general information purposes only and is not tax advice. This discussion does

not address all aspects of taxation that may be relevant to particular holders of our securities in light of
their personal investment or tax circumstances.

The following discussion supplements and updates the disclosures under ‘‘Material U.S. Federal

Income Tax Considerations’’ in the prospectus dated August 8, 2018 contained in our Registration
Statement on Form S-3 filed with the SEC on August 8, 2018.

Taxation of the Operating Partnership

Previously, our operating partnership was disregarded as an entity separate from us for U.S.

federal income tax purposes but since September 1, 2018, our operating partnership has been treated as
a partnership for U.S. federal income tax purposes. As a result, the discussion under ‘‘Material U.S.
Federal Income Tax Considerations—Taxation of the Operating Partnership’’ is revised as follows:

(cid:127) The first, fourth and seventh paragraphs are deleted;

(cid:127) The first sentence of the sixth paragraph is revised to state: ‘‘We have used and may continue to
use our operating partnership to acquire hotels by issuing operating partnership units, in order
to permit the sellers of such properties to defer recognition of their tax gain.’’; and

(cid:127) The following will be inserted under the heading and thus will become the first two paragraphs

in the discussion:

Before September 1, 2018, our operating partnership was a disregarded entity for U.S. federal
income tax purposes because we owned 100% of the interests in it, directly or through other
disregarded entities. Since September 1, 2018, our operating partnership has been treated as a
partnership for U.S. federal income tax purposes. Generally, a domestic unincorporated entity
with two or more partners is treated as a partnership for U.S. federal income tax purposes

unless it affirmatively elects to be treated as a corporation. However, certain ‘‘publicly traded
partnerships’’ are treated as corporations for U.S. federal income tax purposes. We intend to
comply with one or more exceptions from treatment as a corporation under the publicly traded
partnership rules. Failure to qualify for such an exception generally would prevent us from
qualifying as a REIT.

When our operating partnership became taxable as a partnership, we generally were treated for
U.S. federal income tax purposes as contributing our properties to the operating partnership. As
a result, for our properties that were appreciated at such time, we may recognize a smaller share
of tax depreciation, and a larger share of tax gain on sale, from such properties after the
deemed contribution, as compared to our former percentage interest in the operating
partnership.

New TRSs

In September 2018, our indirect subsidiaries, DiamondRock Cayman Islands, Inc., a Cayman Island

corporation, and CPFB Holdings, LLC, a Delaware limited liability company, elected to be treated as
TRSs. Generally the provisions under ‘‘Material U.S. Federal Income Tax Considerations’’ in the
prospectus that discuss TRSs should apply to DiamondRock Cayman Islands, Inc. and CPFB
Holdings, LLC, including, but not limited to, the discussion of TRS lessees as CPFB Holdings, LLC has
formed such a subsidiary.

IRS Guidance on Recent Tax Legislation

In September 2018, the Internal Revenue Service (the ‘‘IRS’’) issued guidance clarifying that global

intangible low-tax income (‘‘GILTI’’) earned by certain foreign subsidiary corporations that is included
in a REIT’s taxable income is qualifying REIT income for purposes of the 95% gross income test. As a
result, the fourth, fifth and sixth sentences in the second paragraph under ‘‘Material U.S. Federal Income
Tax Considerations—Recent Tax Legislation’’ in the prospectus are deleted and replaced with the
following:

The IRS issued guidance that GILTI constitutes qualifying REIT income for purposes of the 95%
gross income test, and thus the inclusion of GILTI earned by DiamondRock Frenchman’s
Owner, Inc. and DiamondRock Cayman Islands, Inc. in our U.S. taxable income should not
influence our ownership structure of these foreign TRSs but no assurances can be given. The
inclusion of such GILTI in our U.S. taxable income, however, could increase our dividend
distribution requirement, regardless of whether we receive a corresponding distribution of cash
from our foreign TRSs.

Recent FATCA Regulations

On December 18, 2018, the IRS promulgated proposed Treasury Regulations under

Sections 1471-1474 of the Code (commonly referred to as FATCA), which proposed regulations
eliminate FATCA withholding on gross proceeds of a disposition of property that can produce U.S.
source interest or dividends and thus implicate certain tax-related disclosures contained in the
prospectus. While these proposed Treasury Regulations have not yet been finalized, taxpayers are
generally entitled to rely on the proposed Treasury Regulations (subject to certain limited exceptions).
As a result, the discussion under ‘‘Material U.S. Federal Income Tax Considerations—FATCA Withholding
and Reporting’’ in the prospectus is revised as follows:

(cid:127) In the second sentence, the phrase ‘‘, and gross proceeds from the sale or other disposition of,’’

is deleted; and

(cid:127) The third and fourth sentences are deleted.

Recent Partnership Audit Regulations

On December 21, 2018, the IRS adopted final Treasury Regulations under Sections 6221-6241 of

the Code to implement the centralized partnership audit regime, and applicable finalized Treasury
Regulations retain the ability of a REIT that is a partner in a partnership to use deficiency dividend
procedures with respect to partnership adjustments resulting from a ‘‘push-out election.’’

Recent FIRPTA Proposed Regulations

On June 7, 2019, the Internal Revenue Service promulgated proposed Treasury Regulations under

Section 897 of the Code regarding qualified foreign pension funds. While these proposed Treasury
Regulations have not yet been finalized, taxpayers generally may rely on the proposed Treasury
Regulations. As a result, the prospectus is revised so that the second paragraph under ‘‘Material U.S.
Federal Income Tax Considerations—Taxation of Non-U.S. Shareholders—Special FIRPTA Rules’’ is
replaced with the following paragraph:

For FIRPTA purposes, neither a ‘‘qualified foreign pension fund’’ (as defined below) nor a
‘‘qualified controlled entity’’ (as defined below) is treated as a non-U.S. shareholder. Accordingly,
the U.S. federal income tax treatment of ordinary dividends received by qualified foreign pension
funds and qualified controlled entities will be determined without regard to the FIRPTA rules
discussed above, and their gain from the sale or exchange of our stock, as well as our capital gain
dividends and distributions treated as gain from the sale or exchange of our stock, will not be
subject to U.S. federal income tax unless such gain is treated as effectively connected with the
qualified foreign pension fund’s (or the qualified controlled entity’s) conduct of a U.S. trade or
business. A ‘‘qualified foreign pension fund’’ is an organization or arrangement (i) created or
organized in a foreign country, (ii) established to provide retirement or pension benefits to current
or former employees (including self-employed individuals) or their designees by either (A) such
foreign country as a result of services rendered by such employees to their employers, or (B) one
or more employers in consideration for services rendered by such employees to such employers,
(iii) which does not have a single participant or beneficiary that has a right to more than 5% of its
assets or income, (iv) which is subject to government regulation and with respect to which annual
information about its beneficiaries is provided, or is otherwise available, to relevant local tax
authorities, and (v) with respect to which, under its local laws, (A) contributions that would
otherwise be subject to tax are deductible or excluded from its gross income or taxed at a reduced
rate, or (B) taxation of its investment income is deferred, or such income is excluded from its gross
income or taxed at a reduced rate. A ‘‘qualified controlled entity’’ for purposes of the above
summary means an entity all the interests of which are held by a qualified foreign pension fund.
Alternatively, under proposed Treasury Regulations that taxpayers generally may rely on, but which
are subject to change, a ‘‘qualified controlled entity’’ is a trust or corporation organized under the
laws of a foreign country all of the interests of which are held by one or more qualified foreign
pension funds either directly or indirectly through one or more qualified controlled entities or
partnerships.

Item 1A. Risk Factors

The following risk factors and other information included in this Annual Report on Form 10-K
should be carefully considered. The risks and uncertainties described below are not the only ones that
we may face. Additional risks and uncertainties not presently known to us or that we may currently
deem immaterial also may impair our business operations. If any of the following risks occur, our
business, financial condition, operating results and cash flows could be affected adversely.

Risks Related to Our Business and Operations

Our business model, especially our concentration in premium full-service hotels, can be highly volatile.

We solely own hotels, a very different asset class from many other REITs. A typical office REIT,
for example, has long-term leases with third-party tenants, which provide a relatively stable long-term
stream of revenue. Our TRS lessees, on the other hand, do not enter into leases with hotel managers.
Instead, the TRS lessee engages the hotel manager pursuant to a management agreement and pays the
manager a fee for managing the hotel. The TRS lessee receives all of the operating profit or losses at
the hotel. Moreover, virtually all hotel guests stay at the hotel for only a few nights, so the rate and
occupancy at each of our hotels changes every day. As a result, our earnings may be highly volatile.

In addition to fluctuations related to our business model, our hotels are, and will continue to be,
subject to various long-term operating risks common to the hotel industry, many of which are beyond
our control, including:

(cid:127) dependence on business and commercial travelers and tourism, both of which vary with

consumer and business confidence in the strength of the economy;

(cid:127) decreases in the frequency of business travel that may result from alternatives to in-person

meetings;

(cid:127) competition from other hotels and alternative lodging channels located in the markets in which

we own properties;

(cid:127) competition from third-party internet travel intermediaries;

(cid:127) an over-supply or over-building of hotels in the markets in which we own properties which could

adversely affect occupancy rates, revenues and profits at our hotels;

(cid:127) increases in energy and transportation costs and other expenses affecting travel, which may

affect travel patterns and reduce the number of business and commercial travelers and tourists;

(cid:127) increases in operating costs due to inflation and other factors that may not be offset by

increased room rates; and

(cid:127) changes in governmental laws and regulations, fiscal policies and zoning ordinances and the

related costs of compliance.

In addition, our hotels are mostly in the premium full-service segment of the hotel business, which,
historically, tends to have the strongest operating results in a growing economy and the weakest results
in a contracting or slow growth economy when many travelers might curtail travel or choose lower cost
hotels. In periods of weak demand, profitability is negatively affected by the relatively high fixed costs
of operating premium full-service hotels as compared to other classes of hotels.

The occurrence of any of the foregoing factors could have a material adverse effect on our

business, financial condition, results of operations and our ability to make distributions to our
stockholders.

Economic conditions and other factors beyond our control may adversely affect the lodging industry.

Our entire business is related to the lodging industry. The performance of the lodging industry is

highly cyclical and has historically been linked to key macroeconomic indicators, such as U.S. gross
domestic product (‘‘GDP’’) growth, employment, personal discretionary spending levels, corporate
earnings and investment, foreign exchange rates and travel demand. Given that our hotels are
concentrated in key gateway cities and destination resort locations in the U.S., our business may be
particularly sensitive to changes in foreign exchange rates or a negative international perception of the
U.S. arising from its political or other positions. A substantial part of our business strategy is based on

the belief that the lodging markets in which we own properties will continue to experience improving
economic fundamentals in the future but we cannot assure you how long the growth period of the
current lodging cycle will last. However, in the event conditions in the industry deteriorate or do not
continue to see sustained improvement as we expect, or there is an extended period of economic
weakness, our occupancy rates, revenues and profitability could be adversely affected. Furthermore,
other macroeconomic factors, such as consumer confidence and conditions which negatively shape
public perception of travel, may have a negative effect on the lodging industry and may adversely
impact our revenues and profitability.

Our hotels are subject to significant competition.

Currently, the markets where our hotels are located are very competitive. However, a material
increase in the supply of new hotel rooms to a market can quickly destabilize that market and existing
hotels can experience rapidly decreasing RevPAR and profitability. If such over-building occurs in one
or more of our major markets, our business, financial condition, results of operations and our ability to
make distributions to our stockholders may be materially adversely affected. For 2020, we currently
project a 3.3% increase in supply for the top-25 urban markets. We expect certain markets where we
own hotels will exceed this expected average of supply growth.

We own four hotels in New York City, representing 15% of our portfolio measured by number of
rooms as of December 31, 2019. For 2020, we currently project a 6.5% increase in supply in the New
York City market.

We own two hotels in Boston that represent approximately 12% of our portfolio measured by
number of rooms as of December 31, 2019. For 2020, we currently project a 4.4% increase in supply in
the Boston market.

Our hotels are subject to seasonal volatility, which is expected to contribute to fluctuations in our financial
condition and results of operations.

The periods during which our hotels experience higher revenues vary from property to property,

depending principally upon location and the customer base served. This seasonality can be expected to
cause periodic fluctuations in a hotel’s room revenues, occupancy levels, room rates and operating
expenses. We can provide no assurances that our cash flows will be sufficient to offset any shortfalls
that occur as a result of these fluctuations. Volatility in our financial performance resulting from the
seasonality of our hotels could have a material adverse effect on our business, financial condition,
results of operations and our ability to make distributions to our stockholders.

The increase in the use of third-party internet travel intermediaries and the increase in alternative lodging
channels, such as Airbnb, could adversely affect our profitability.

Many of our managers and franchisors contract with third-party internet travel intermediaries,
including, but not limited to Expedia.com and Priceline.com and their subsidiaries. These internet
intermediaries are generally paid commissions and transaction fees by our managers and franchisors for
sales of our rooms through such agencies. These intermediaries initially focused on leisure travel, but
have grown to focus on corporate travel and group meetings as well. If bookings through these
intermediaries increase, these internet intermediaries may be able to negotiate higher commissions,
reduced room rates or other contract concessions from us, our managers or our franchisors. In
addition, internet intermediaries use extensive marketing, which could result in hotel consumers
developing brand loyalties to the offered brands and such internet intermediary instead of our
management or franchise brands. Further, internet intermediaries emphasize pricing and quality
indicators, such as a star rating system, at the expense of brand identification. In response to these
intermediaries, the brand operators and franchisors have launched initiatives to offer discounted rates

for booking on their sites, which could put downward pressure on rates and revenue. In addition, an
increasing number of companies have entered various aspects of the online travel market. Google, for
example, has established a hotel meta-search business (‘‘Hotel Ads’’) which is growing rapidly, as well
as its ‘‘Book on Google’’ reservation functionality. An increase in hotel reservations made through
Google or its competitors, such as Apple, Amazon or Facebook, may reduce the value of our franchise
brands, which may negatively affect our average rates and revenues.

In addition to competing with traditional hotels and lodging facilities, we compete with alternative
lodging, including third-party providers of short-term rental properties and serviced apartments, such as
Airbnb, as well as alternative meeting and event space platforms, such as Convene. We compete based
on a number of factors, including room rates, quality of accommodations, service levels, convenience of
location, reputation, reservation systems, brand recognition and supply and availability of alternative
lodging and event space. Increasing use of these alternative facilities could materially adversely affect
the occupancy at our hotels and could put downward pressure on average rates and revenues.

The rise of social media review platforms, including, but not limited to Tripadvisor.com, could
impact our occupancy levels and operating results as people might be more inclined to write about
dissatisfaction than satisfaction with a hotel stay.

The need for business-related travel, and, therefore, demand for rooms in some of our hotels may be
materially and adversely affected by the increased use of business-related technology.

The increased use of teleconferencing and video-conference technology by businesses could result
in decreased business travel as companies increase the use of technologies that allow multiple parties
from different locations to participate in meetings without traveling to a centralized meeting location,
such as our hotels. To the extent that such technologies, or new technologies, play an increased role in
day-to-day business interactions and the necessity for business-related travel decreases, demand for
hotel rooms may decrease and our hotels could be materially and adversely affected.

Investments in hotels are illiquid and we may not be able to respond in a timely fashion to adverse changes in
the performance of our properties.

Because real estate investments are relatively illiquid, our ability to promptly sell one or more

hotel properties or investments in our portfolio in response to changing economic, financial and
investment conditions may be limited. Moreover, the Code, imposes restrictions on a REIT’s ability to
dispose of properties that are not applicable to other types of real estate companies. In particular, the
tax laws applicable to REITs require that we hold our hotels for investment, rather than primarily for
sale in the ordinary course of business, which may cause us to forego or defer sales of hotels that
would otherwise be in our best interests.

In addition, the real estate market is affected by many factors that are beyond our control,

including:

(cid:127) adverse changes in international, national, regional and local economic and market conditions;

(cid:127) changes in supply of competitive hotels;

(cid:127) changes in interest rates and in the availability, cost and terms of debt financing;

(cid:127) changes in tax laws and property taxes, or an increase in the assessed valuation of a property for

real estate tax purposes;

(cid:127) changes in governmental laws and regulations, fiscal policies and zoning ordinances and the

related costs of compliance with laws and regulations, fiscal policies and ordinances;

(cid:127) fluctuations in foreign currency exchange rates;

(cid:127) the ongoing need for capital improvements, particularly in older structures;

(cid:127) changes in operating expenses; and

(cid:127) federal government shutdowns, airline strikes, civil unrest, active shooter attacks, acts of God,

including earthquakes, floods, wildfires, hurricanes and other natural disasters and acts of war or
terrorism, including the consequences of terrorist acts such as those that occurred on
September 11, 2001, which may result in uninsured losses.

It may be in the best interest of our stockholders to sell one or more of our hotels in the future.

We cannot predict whether we will be able to sell any hotel property or investment at an acceptable
price or otherwise on reasonable terms and conditions. We also cannot predict the length of time that
will be necessary to find a willing purchaser and to close the sale of a hotel property or loan.

These facts and any others that would impede our ability to respond to adverse changes in the
performance of our hotel properties could have a material adverse effect on our operating results and
financial condition, as well as our ability to make distributions to our stockholders.

Due to restrictions in our hotel management agreements, franchise agreements, mortgage agreements and
ground leases, we may not be able to sell our hotels at the highest possible price, or at all.

Certain of our current hotel management agreements are long-term.

Our current hotel management and franchise agreements contain initial terms generally ranging
from five to forty years and certain agreements have renewal periods of five to forty-five years which
are exercisable at the option of the property manager. Because some of our hotels would have to be
sold subject to the applicable hotel management agreement, the term length of a hotel management
agreement may deter some potential purchasers and could adversely impact the price realized from any
such sale. To the extent that we receive lower sale proceeds, our business, financial condition, results of
operations and our ability to make distributions to stockholders could be materially adversely affected.

Our mortgage agreements contain certain provisions that may limit our ability to sell our hotels.

In order to assign or transfer our rights and obligations under certain of our mortgage agreements,

we generally must obtain the consent of the lender, pay a fee equal to a fixed percentage of the
outstanding loan balance, and pay any costs incurred by the lender in connection with any such
assignment or transfer. These provisions of our mortgage agreements may limit our ability to sell our
hotels which, in turn, could adversely impact the price realized from any such sale. To the extent that
we receive lower sale proceeds, our business, financial condition, results of operations and our ability to
make distributions to stockholders could be materially adversely affected.

Our ground leases contain certain provisions that may limit our ability to sell our hotels.

Our ground lease agreements with respect to the Bethesda Marriott Suites, the Salt Lake City
Marriott Downtown, the Westin Boston Waterfront Hotel, the Hotel Palomar Phoenix and Cavallo
Point, as well as the ground lease underlying our annex sublease at the Orchards Inn Sedona, require
the consent of the lessor for assignment or transfer. These provisions of our ground leases may limit
our ability to sell our hotels which, in turn, could adversely impact the price realized from any such
sale. In addition, at any given time, investors may be disinterested in buying properties subject to a
ground lease, especially ground leases with less than 40 years remaining, such as the Salt Lake City
Marriott Downtown, and may pay a lower price for such properties than for a comparable property
owned in fee simple or they may not purchase such properties at any price. Accordingly, we may find it
difficult to sell a property subject to a ground lease or may receive lower proceeds from any such sale.
To the extent that we receive lower sale proceeds or are unable to sell the hotel at an opportune time

or at all, our business, financial condition, results of operations and our ability to make distributions to
stockholders could be materially adversely affected.

Some of our hotels are subject to rights of first offer that may limit our ability to sell our hotels.

We are subject to a franchisor’s or operator’s right of first offer, in some instances under our
franchise agreements or management agreements. Such provisions may limit our ability to sell our
hotels which, in turn, could adversely impact the price realized from any such sale. To the extent that
we receive lower sale proceeds, our business, financial condition, results of operations and our ability to
make distributions to stockholders could be materially adversely affected.

We may be subject to unknown or contingent liabilities related to recently sold or acquired hotels, as well as
hotels that we may sell or acquire in the future.

Our recently sold or acquired hotels, as well as hotels we may sell or acquire in the future, may be

subject to unknown or contingent liabilities for which we may be liable to the buyers or for which we
may have no recourse, or only limited recourse, against the sellers. In general, the representations and
warranties provided under our transaction agreements related to the sale or purchase of a hotel may
survive for a defined period of time after the completion of the transaction.

Furthermore, indemnification under such agreements may be limited and subject to various
materiality thresholds, a significant deductible, or an aggregate cap on losses. As a result, there is no
guaranty that we will not be obligated to reimburse buyers for their losses or that we will be able to
recover any amounts with respect to losses due to breaches by sellers of their representations and
warranties.

In addition, the total amount of costs and expenses may be incurred with respect to the unknown

or contingent liabilities may exceed our expectations, and we may experience other unanticipated
adverse effects, all of which could materially and adversely affect our operating results and cash flows.

We are subject to risks associated with our ongoing need for renovations and capital improvements as well as
financing for such expenditures.

In order to remain competitive, our hotels have an ongoing need for renovations and other capital

improvements, including replacements, from time to time, of furniture, fixtures and equipment. These
capital improvements may give rise to the following risks:

(cid:127) construction cost overruns and delays;

(cid:127) a possible shortage of available cash to fund capital improvements and the related possibility
that financing for these capital improvements may not be available to us on affordable terms;

(cid:127) the renovation investment failing to produce the returns on investment that we expect;

(cid:127) disruptions in the operations of the hotel as well as in demand for the hotel while capital

improvements are underway; and

(cid:127) disputes with franchisors/hotel managers regarding compliance with relevant franchise/

management agreements.

The costs of these capital improvements or profit displacements during the completion of these

capital improvements could have a material adverse effect on our business, financial condition, results
of operations and our ability to make distributions to our stockholders.

In addition, we may not be able to fund capital improvements or acquisitions solely from cash
provided from our operating activities because we generally must distribute at least 90% of our REIT
taxable income, determined without regard to the dividends paid deduction and excluding net capital

gains, each year to maintain our REIT tax status. As a result, our ability to fund capital expenditures
or investments through retained earnings, is very limited. Consequently, we rely upon the availability of
debt or equity capital to fund our investments and capital improvements. These sources of funds may
not be available on reasonable terms or conditions.

There are significant risks associated with redevelopment of Frenchman’s Reef & Morning Star Beach Resort
(‘‘Frenchman’s Reef’’).

In September 2017, Frenchman’s Reef closed as a result of significant damage from Hurricane
Irma and, to a lesser extent, Hurricane Maria, and it remains closed. The surrounding community also
sustained significant damage, which may lead to a prolonged decline in local tourism, inadequate local
infrastructure, an insufficient labor pool to rebuild our hotel, and increases in the cost of both building
materials and insurance.

We are in the process of rebuilding Frenchman’s Reef and expect the hotel to re-open at the end
of 2020 as two separate hotels. In 2019, we entered into a franchise agreement with Marriott to brand
the two hotels as a Marriott and an Autograph Collection hotel, and we entered into a management
agreement with Aimbridge Hospitality to manage each of the hotels. As with any capital improvement
project we undertake, this renovation is subject to cost overruns and delays, but given the project’s
complexity and geographical challenges, we may be more susceptible to these risks. The occurrence of
any of these or other effects could have a material adverse effect on our business, financial condition,
results of operations and our ability to make distributions to our stockholders.

In December 2019, we reached a definitive settlement of our outstanding insurance claim related

to Hurricane Irma. Under the terms of the settlement agreement, we agreed to resolve its claim for
total insurance payments of $246.8 million, of which $238.5 million related to Frenchman’s Reef and
$8.3 million related to amounts previously agreed to for Havana Cabana Key West. The settlement
amount includes proceeds previously received of $85.0 million and $10.0 million during the years ended
December 31, 2018 and 2017, respectively.

In the event of natural disasters caused by climate change or otherwise, terrorist attacks, active shooter
attacks, significant military actions, outbreaks of contagious diseases or other events for which we may not
have adequate insurance, our operations may suffer.

Eight of our hotels (Frenchman’s Reef, The Lodge at Sonoma, Westin San Diego, Hotel Emblem,

Renaissance Charleston Historic District, Shorebreak Hotel, The Landing Resort & Spa, and Cavallo
Point) are located in areas that are seismically active. Five of our hotels (Frenchman’s Reef, Havana
Cabana Key West, Sheraton Suites Key West, Westin Fort Lauderdale Beach Resort, and Renaissance
Charleston Historic District) are located in areas that have experienced, and will continue to
experience, many hurricanes. Eleven of our hotels are located in metropolitan markets that have been,
or may in the future be, targets of actual or threatened terrorist attacks or active shooter attacks,
including New York City, Chicago, Boston, San Francisco and Washington, D.C. These hotels are
material to our financial results, having constituted 73% of our total revenues in 2019. In addition, to
the extent that climate change causes an increase in storm intensity or rising sea levels, our hotels,
which are concentrated in coastal areas and other areas that may be impacted by climate change, may
be susceptible to an increase in weather-related damage. Additionally, even in the absence of direct
physical damage to our hotels, the occurrence of any natural disasters, terrorist attacks, significant
military actions, a changing climate in the area of any of our hotels, outbreaks of diseases, such as
Zika, Ebola, Coronavirus, H1N1 or other similar viruses, or other casualty events, will likely have a
material adverse effect on business and commercial travelers and tourists, the economy generally and
the hotel and tourism industries in particular. While we cannot predict the impact of the occurrence of
any of these events, such events may result in decreases in consumer discretionary spending, including
the frequency with which our customers choose to stay at hotels or the amount they spend on hotels,

which could result in a material adverse effect on our business, financial condition, results of operations
and our ability to make distributions to our stockholders.

We have acquired and intend to maintain comprehensive insurance on each of our hotels,
including liability, terrorism, fire and extended coverage, of the type and amount that we believe are
customarily obtained for or by hotel owners. We cannot guarantee that such coverage will continue to
be available at reasonable rates or with reasonable deductibles. Our Florida and U.S. Virgin Islands
hotels (Frenchman’s Reef, Westin Fort Lauderdale Beach Resort, Havana Cabana Key West, and
Sheraton Suites Key West) each have a deductible of 5% of total insured value for a named storm and
the Renaissance Charleston Historic District hotel has a deductible of 2% of total insured value. In
addition, each of our California hotels (Westin San Diego, Hotel Emblem, Shorebreak Hotel, The
Lodge at Sonoma, and Cavallo Point) have a deductible of 5% of total insured value for damage due
to an earthquake. Due to the damage sustained by Frenchman’s Reef as a result of Hurricanes Irma
and Maria in 2017, we submitted a significant insurance claim, which was recently settled. This claim
and the increased incidence of substantial claims due to future natural disasters may adversely impact
the availability or pricing of insurance available to us.

Various types of catastrophic losses, like earthquakes, floods, wildfires, losses from foreign terrorist

activities, or losses from domestic terrorist activities may not be insurable or are generally not insured
because of economic infeasibility, legal restrictions or the policies of insurers. Future lenders may
require such insurance, and our failure to obtain such insurance could constitute a default under loan
agreements. Depending on our access to capital, liquidity and the value of the properties securing the
affected loan in relation to the balance of the loan, a default could have a material adverse effect on
our results of operations and ability to obtain future financing.

In the event of a substantial loss, our insurance coverage may not be sufficient to cover the full

current market value or replacement cost of our lost investment. Should an uninsured loss or a loss in
excess of insured limits occur, we could lose all or a portion of the capital we have invested in a hotel,
as well as the anticipated future revenue from that particular hotel. In that event, we might
nevertheless remain obligated for any mortgage debt or other financial obligations secured by or
related to the property. Inflation, changes in building codes and ordinances, environmental
considerations and other factors might also prevent us from using insurance proceeds to replace or
renovate a hotel after it has been damaged or destroyed. Under those circumstances, the insurance
proceeds we receive might be inadequate to restore our economic position with regard to the damaged
or destroyed property.

Our results of operations are highly dependent on the management of our hotel properties by third-party hotel
management companies.

In order to qualify as a REIT, we cannot operate our hotel properties or control the daily

operations of our hotel properties. Our TRS lessees may not operate these hotel properties and,
therefore, they must enter into third-party hotel management agreements with one or more eligible
independent contractors. Thus, third-party hotel management companies that enter into management
contracts with our TRS lessees control the daily operations of our hotel properties.

Under the terms of the hotel management agreements that we have entered into, or that we will
enter into in the future, our ability to participate in operating decisions regarding our hotel properties
is limited to certain matters, including approval of the annual operating budget. We currently rely, and
will continue to rely, on these hotel management companies to adequately operate our hotel properties
under the terms of the hotel management agreements. While we and our TRS lessees closely monitor
the performance of our hotel managers, we do not have the authority to require any hotel property to
be operated in a particular manner or to govern any particular aspect of its operations (for instance,
setting room rates and cost structures). Thus, even if we believe that our hotel properties are being

operated inefficiently or in a manner that does not result in satisfactory occupancy rates, ADRs and
operating profits, we may not have sufficient rights under our hotel management agreements to enable
us to force the hotel management company to change its method of operation. We can only seek
redress if a hotel management company violates the terms of the applicable hotel management
agreement with the TRS lessee, and then only to the extent of the remedies provided for under the
terms of the hotel management agreement. Although several of our management agreements have
relatively short terms, most of our current management agreements are non-terminable, subject to
certain exceptions for cause or failure to achieve certain performance targets. In the event that we need
to replace any of our hotel management companies pursuant to termination for cause or performance,
we may experience significant disruptions at the affected properties and the new management
companies may not meet our performance expectations, which may have a material adverse effect on
our business, financial condition, results of operations and our ability to make distributions to our
stockholders.

We may be unable to maintain good relationships with third-party hotel managers and franchisors.

The success of our respective hotel investments and the value of our franchised properties largely
depend on our ability to establish and maintain good relationships with the third-party hotel managers
and franchisors of our respective hotel management and franchise agreements. If we are unable to
maintain good relationships with third-party hotel managers, we may be unable to renew existing
management or franchise agreements or expand relationships with them. Additionally, opportunities for
developing new relationships with additional third-party hotel managers or franchisors may be adversely
affected. This, in turn, could have an adverse effect on our results of operations and our ability to
execute our repositioning strategy through a change in brand or change in third-party hotel manager.

A substantial number of our hotels operate under a brand owned by Marriott or Hilton; therefore, we are
subject to risks associated with concentrating our portfolio in two brands.

As of December 31, 2019, 20 of our 31 hotels operate under brands owned by Marriott and three
of our hotels operate under brands owned by Hilton. As a result, our success is dependent in part on
the continued success of Marriott and Hilton and their respective brands. Consequently, if market
recognition or the positive perception of Marriott or Hilton is reduced or compromised, the goodwill
associated with the Marriott- and Hilton-branded hotels in our portfolio may be adversely affected,
which may have a material adverse effect on our business, financial condition, results of operations and
our ability to make distributions to our stockholders.

Several of our hotels are operated under franchise agreements and we are subject to the risks associated with
the franchise brand and the costs associated with maintaining the franchise license.

As of December 31, 2019, 14 of our hotels operate under Marriott or Hilton franchise agreements.

The maintenance of the franchise licenses for branded hotel properties is subject to the franchisors’
operating standards and other terms and conditions set forth in the applicable franchise agreement.
Franchisors periodically inspect hotel properties to ensure that we, our TRS lessees and management
companies follow their brand standards.

If we fail to maintain these required standards, then the brand may terminate its agreement with us

and assert a claim for damages for any liability we may have caused, which could include liquidated
damages. Moreover, from time to time, we may receive notices from franchisors or the hotel brands
regarding alleged non-compliance with the franchise agreements or brand standards, and we may disagree
with these claims that we are not in compliance. Any disputes arising under these agreements could also
lead to a termination of a franchise or management agreement and a payment of liquidated damages. If
we were to lose a franchise or hotel brand for a particular hotel, it could harm the operation, financing,
or value of that hotel due to the loss of the franchise or hotel brand name, marketing support and
centralized reservation system, all or any of which could have a material adverse effect on our business,
financial condition, results of operations and our ability to make distributions to stockholders.

Contractual and other disagreements with third-party hotel managers and franchisors could make us liable to
them or result in litigation costs or other expenses.

Our management and franchise agreements with third-party hotel managers require us and the

applicable third-party hotel manager to comply with operational and performance conditions that are
subject to interpretation and could result in disagreements, and we expect this will be true of any
management and franchise agreements that we enter into with future third-party hotel managers or
franchisors. At any given time, we may be in disputes with one or more third-party hotel managers or
franchisors.

Any such dispute could be very expensive for us, even if the outcome is ultimately in our favor. We

cannot predict the outcome of any arbitration or litigation, the effect of any negative judgment against
us or the amount of any settlement that we may enter into with any franchisor other third-party hotel
manager. In the event we terminate a management or franchise agreement early and the hotel manager
or franchisor considers such termination to have been wrongful, they may seek damages. Additionally,
we may be required to indemnify our third-party hotel managers and franchisors against disputes with
third parties, pursuant to our management and franchise agreements. An adverse result in any of these
proceedings could materially and adversely affect our revenues and profitability.

If we were to lose a brand license at one or more of our hotels, the value of the affected hotels could decline
significantly and we could incur significant costs to obtain new franchise licenses, which could materially and
adversely affect our results of operations and profitability as well as limit or slow our future growth.

If we were to lose a brand license, the underlying value of a particular hotel could decline
significantly from the loss of associated name recognition, marketing support, participation in guest
loyalty programs and the centralized reservation system provided by the franchisor or brand manager,
which could require us to recognize an impairment on the hotel. Furthermore, the loss of a franchise
license at a particular hotel could harm our relationship with the franchisor or brand manager, which
could impede our ability to operate other hotels under the same brand, limit our ability to obtain new
franchise licenses or brand management agreements from the franchisor or brand in the future on
favorable terms, or at all, and cause us to incur significant costs to obtain a new franchise license or
brand management agreement for the particular hotel. Accordingly, if we lose one or more franchise
licenses or brand management agreements, it could materially and adversely affect our results of
operations and profitability as well as limit or slow our future growth.

Our business may be adversely affected by consolidation in the lodging industry.

Consolidation among companies in the lodging industry may reduce our bargaining power in
negotiating management agreements and franchise agreements due to decreased competition among
major brand companies. For instance, in 2016, Marriott acquired Starwood Hotels & Resorts, resulting
in the increased portfolio concentration in the Marriott brand family (20 of our 31 hotels). We believe
Marriott may use this leverage when negotiating for property improvement plans upon the acquisition
of a hotel in cases where the franchisor or hotel brand requires renovations to bring the physical
condition of a hotel into compliance with the specifications and standards each franchisor or hotel
brand has developed.

Industry consolidation could also result in the lack of differentiation among the brands, which

could impact the ability to drive higher rates in those brands. In addition, to the extent that
consolidation among hotel brand companies adversely affects the loyalty reward program offered by
one or more of our hotels, customer loyalty to those hotels may suffer and demand for guestrooms may
decrease. Furthermore, because each hotel brand company relies on its own network of reservation
systems, hotel management systems and customer databases, the integration of two or more networks
may result in a disruption to operations of these systems, such as disruptions in processing guest

reservations, delayed bookings or sales, or lost guest reservations, which could adversely affect our
financial condition and results of operations. Additionally, following the completion of a merger of
companies, the costs to integrate the companies may be absorbed by our impacted hotel or hotels and
adversely affect our financial condition and results of operations.

Our ownership of properties through ground leases exposes us to the risks that we may have difficulty
financing such properties, be forced to sell such properties for a lower price, are unable to extend the ground
leases at maturity or lose such properties upon breach or termination of the ground leases.

We hold a leasehold or subleasehold interest in all or a portion of the land underlying nine of our

hotels (Bethesda Marriott Suites, Courtyard Manhattan/Fifth Avenue, Salt Lake City Marriott
Downtown, Westin Boston Waterfront Hotel, Shorebreak Hotel, JW Marriott Denver, Orchards Inn
Sedona, Hotel Palomar Phoenix, and Cavallo Point), and the parking lot at another of our hotels
(Renaissance Worthington). We may acquire additional hotels in the future subject to ground leases. In
the past, from time to time, secured lenders have been unwilling to lend, or otherwise charged higher
interest rates, for loans secured by a leasehold mortgage compared to loans secured by a fee simple
mortgage. In addition, at any given time, investors may be disinterested in buying properties subject to
a ground lease, especially ground leases with less than 40 years remaining, such as the Salt Lake City
Marriott Downtown, which has 35 years remaining, and may pay a lower price for such properties than
for a comparable property in fee simple, or they may not purchase such properties at any price
whatsoever. For these reasons, we may have a difficult time selling a property subject to a ground lease
or may receive lower proceeds from a sale. Finally, as the lessee under our ground leases, we are
exposed to the possibility of losing the hotel, or a portion of the hotel, upon termination, or an earlier
breach by us, of the ground lease, which could result in a material adverse effect on our business,
financial condition, results of operations and our ability to make distributions to our stockholders.

Furthermore, unless we purchase a fee simple interest in the land and improvements subject to our
ground leases, we will not have any economic interest in the land or improvements at the expiration of
our ground leases and therefore we generally will not share in any increase in value of the land or
improvements beyond the term of a ground lease, notwithstanding our capital outlay to purchase our
interest in the hotel or fund improvements thereon, and will lose our right to use the hotel.

The failure of tenants to make rent payments under our retail and restaurant leases may adversely affect our
results of operation.

On occasion, retail and restaurant tenants at our hotel properties may fail to make rent payments
when due. Generally, we hold security deposits in connection with each lease which may be applied in
the event that the tenant under the lease fails or is unable to make payments; however, these security
deposits do not provide us with sustained cash flow to pay distributions or for other purposes. In the
event that a tenant continually fails to make rent payments, the security deposits may be applied in full
to the non-payment of rents, but we face the risk of being able to recover only a portion of the rents
due to us or being unable to recover any amounts whatsoever. If we evict a tenant, we also face the
risk of delay or inability to find a suitable tenant or replacement tenant that suits the needs of our
hotel.

We face competition for hotel acquisitions and investments and we may not be successful in identifying or
completing hotel acquisitions and investments that meet our criteria, which may impede our growth.

One component of our long-term business strategy is expansion through hotel acquisitions and

investments. However, we may not be successful in identifying or completing acquisitions or
investments that are consistent with our strategy. We compete with institutional pension funds, private
equity funds, REITs, hotel companies and others who are engaged in hotel acquisitions and
investments. This competition for hotel investments may increase the price we pay for hotels and these

competitors may succeed in acquiring those hotels that we seek to purchase. In addition, the number of
entities competing for suitable hotels may increase in the future, which would increase demand for
these hotels and the prices we must pay to acquire them. If we pay higher prices for hotels, our returns
on investment and profitability may be reduced. Also, future acquisitions of hotels, hotel companies or
hotel investments may not yield the returns we expect, especially if we cannot obtain financing without
paying higher borrowing costs, and may result in stockholder dilution.

Actions by organized labor could have a material adverse effect on our business.

We believe that unions are generally becoming more aggressive about organizing workers at hotels
in certain geographic locations. Potential labor activities at these hotels could significantly increase the
administrative, labor and legal expenses and reduce the profits that we receive. If hotels in our
portfolio are organized, this could have a material adverse effect on our business, financial condition,
results of operation and our ability to make distributions to our stockholders.

We have entered into management agreements with third-party managers to operate our hotels.
Our hotel managers are responsible for hiring and maintaining the labor force at each of our hotels.
From time to time, strikes, lockouts, public demonstrations or other negative actions and publicity may
disrupt hotel operations at any of our hotels, negatively impact our reputation or the reputation of our
brands, or harm relationships with the labor forces at our hotels. For example, a strike at the Westin
Boston Waterfront Hotel negatively impacted our hotel operations in 2018. We also may incur
increased legal costs and indirect labor costs as a result of contract disputes or other events.
Additionally, hotels where our managers have collective bargaining agreements with employees are
more highly affected by labor force activities than others. The resolution of labor disputes or new or
re-negotiated labor contracts could lead to increased labor costs, either by increases in wages or
benefits or by changes in work rules that raise hotel operating costs. Furthermore, labor agreements
may limit the ability of our hotel managers to reduce the size of hotel workforces during an economic
downturn because collective bargaining agreements are negotiated between the hotel managers and
labor unions. We do not have the ability to control the outcome of these negotiations.

Actions by federal, state or local jurisdictions could have a material adverse effect on our business.

Several local jurisdictions in the U.S. have enacted, or considered, legislation increasing the

minimum wage for workers in the jurisdiction. Some of this legislation applies to hotels only. If a
jurisdiction in which the Company owns a hotel adopts such legislation, then the cost to operate the
hotel may increase significantly and could have a material adverse effect on our business, financial
condition, results of operations and our ability to make distributions to our stockholders.

The Department of Labor has adopted regulations, effective as of January 1, 2020, that have the

effect of increasing the number of workers entitled to overtime. We expect these regulations may result
in higher operating costs and could have a material adverse effect on our business, financial condition,
results of operations and our ability to make distributions to our stockholders.

Our success depends on senior executive officers whose continued service is not guaranteed, and changes in
our senior executive officers may adversely affect the operation of our business.

We depend on the efforts and expertise of our senior executive officers to manage our day-to-day
operations and strategic business direction. Finding suitable replacements for senior executive officers
could be difficult. The loss of any of their services could have a material adverse effect on our business,
financial condition, results of operations and our ability to make distributions to our stockholders.

We and our hotel managers rely on information technology in our operations and any material failures,
inadequacies, interruptions, security failures, social engineering attacks or cyber-attacks could harm our
business.

We and our hotel managers rely on information technologies and systems, including the Internet,

to access, store, transmit, deliver and manage information and processes. Some of these information
technologies and systems are provided by third-party vendors. We rely on commercially available
systems, software, tools and monitoring to provide security for processing, transmission and storage of
certain confidential customer information, such as individually identifiable information, including
information relating to financial accounts. Recently, a number of hotels and hotel management
companies have been subject to successful cyber-attacks including those seeking guest credit card
information. Moreover, cybersecurity incidents and cyber-attacks have been occurring globally at a
more frequent and severe level, and will likely continue to increase in frequency in the future.

For these reasons, we and our hotel managers are subject to risks associated with security

breaches, whether through cyber-attacks or online fraud schemes, spoofed e-mails and social
engineering efforts by hackers aimed at obtaining confidential information. If unauthorized parties gain
access to such information or our vendor’s technology systems, they may be able to steal, publish,
delete or modify private and sensitive information for proprietary or financial gain. Although we and
our hotel managers believe that we have taken commercially reasonable steps to protect the security of
these systems, there can be no assurance that such security measures will prevent failures, inadequacies
or interruptions in system services, or that system security will not be breached through physical or
electronic break-ins, computer viruses, social engineering attacks and cyber-attacks. Disruptions in
service, system shutdowns and security breaches in either the information technologies and systems of
our hotel managers or our own information technologies and systems, including unauthorized disclosure
of confidential information, could have a material adverse effect on our business operations and results,
our financial and compliance reporting and our reputation.

Many of our hotel managers carry cyber insurance policies to protect and offset a portion of
potential costs that may be incurred from a security breach. Additionally, we currently have cyber
insurance policies to provide supplemental coverage above the coverage carried by our third-party
managers. Despite various precautionary steps to protect our hotels from losses resulting from cyber-
attacks, however, any occurrence of a social engineering attack or cyber-attack could still result in
losses at our properties, which could affect our results of operations. We are not aware of any cyber
incidents that we believe to be material or that could have a material adverse effect on our business,
financial condition and results of operations.

From time to time, we may be subject to litigation, which could have a material adverse effect on our
financial condition, results of operations, cash flow and trading price of our common stock.

From time to time, we may be subject to litigation. In addition, we generally indemnify third-party

hotel managers for legal costs resulting from management of our hotels. Some of these claims may
result in defense costs, settlements, fines or judgments against us, some of which are not covered by
insurance. The outcome of these legal proceedings cannot be predicted. Payment of any such costs,
settlements, fines or judgments that are not insured could have a material adverse impact on our
financial position and results of operations. In addition, certain litigation or the resolution of certain
litigation may affect the availability or cost of some of our insurance coverage, which could adversely
impact our results of operations and cash flows, expose us to increased risks that would be uninsured
and/or adversely impact our ability to attract officers and directors.

Risks Related to the Economy and Credit Markets

The lack of availability and terms of financing could adversely impact the amounts, sources and costs of
capital available to us.

The ownership of hotels is very capital intensive. We finance the acquisition of our hotels with a
mixture of equity and long-term debt, while we traditionally finance renovations and operating needs
with cash provided from operations or with borrowings from our corporate credit facility. Our mortgage
loans typically have a large balloon payment due at their maturity. Generally, we find it more efficient
to place a significant amount of debt on a small number of our hotels while we try to maintain a
significant number of our hotels unencumbered.

During periods of economic recession, it could be difficult for us to borrow money. In recent years,
a significant percentage of hotel loans were made by lenders who sold such loans to securitized lending
vehicles, such as commercial mortgage backed security (‘‘CMBS’’) pools. If the market for new CMBS
issuances results in CMBS lenders making fewer loans, there is a risk that the debt capital available to
us could be reduced.

An uncertain environment in the lodging industry and the economy generally could result in declines in our
average daily room rates, occupancy and RevPAR, and thereby have a material adverse effect on our results of
operations.

The performance of the lodging industry has traditionally been closely linked with the general
economy. A stall in economic growth or an economic recession would have a material adverse effect on
our results of operations. If a property’s occupancy or room rates drop to the point where its revenues
are less than its operating expenses, then we would be required to spend additional funds in order to
cover that property’s operating expenses.

In addition, if the operating results decline at our hotels that are secured by mortgage debt, there

may not be sufficient operating profits from the hotel to fund the debt service on the mortgage. In such
a case, we may be forced to choose from a number of unfavorable options, including using corporate
cash, drawing on our corporate credit facility, selling a hotel on disadvantageous terms, including an
unattractive price, or defaulting on the mortgage debt and permitting the lender to foreclose. Any one
of these options could have a material adverse effect on our business, results of operations, financial
condition and ability to pay distributions to our stockholders.

Risks Related to Our Debt and Financing

Our existing indebtedness contains financial covenants that could limit our operations and our ability to make
distributions to our stockholders.

Our existing property-level debt instruments contain restrictions (including cash management
provisions) that may, under circumstances specified in the loan agreements, prohibit our subsidiaries
that own our hotels from making distributions or paying dividends, repaying loans to us or other
subsidiaries or transferring any of their assets to us or another subsidiary. Failure to meet our financial
covenants could result from, among other things, changes in our results of operations, the incurrence of
additional debt or changes in general economic conditions. In addition, this could cause one or more of
our lenders to accelerate the timing of payments and could have a material adverse effect on our
business, financial condition, results of operations and our ability to make distributions to our
stockholders. The terms of our debt may restrict our ability to engage in transactions that we believe
would otherwise be in the best interests of our stockholders.

Our credit facility and term loans contain financial covenants that may constrain our ability to sell assets and
make distributions to our stockholders.

Our corporate credit facility and term loans contain several financial covenants, the most

constraining of which limits the amount of debt that we may incur compared to the value of our hotels
(our leverage covenant) and the amount of debt service we pay compared to our cash flow (our debt
service coverage covenant). If we were to default under either of these covenants, the lenders may
require us to repay all amounts then outstanding under our credit facility and term loans and may
terminate our credit facility and term loans. These and our other financial covenants constrain us from
incurring material amounts of additional debt or from selling properties that generate a material
amount of income. In addition, our credit facility requires that we maintain a minimum number of our
hotels as unencumbered assets.

Many of our existing mortgage debt agreements contain ‘‘cash trap’’ provisions that could limit our ability to
make distributions to our stockholders.

Certain of our loan agreements contain cash trap provisions that may be triggered if the
performance of the affected hotel or hotels declines. If the provisions in one or more of these loan
agreements are triggered, substantially all of the cash flow generated by the hotel or hotels affected will
be deposited directly into lockbox accounts and then swept into cash management accounts for the
benefit of the lenders. Cash will be distributed to us only after certain items are paid, including
deposits into leasing and maintenance reserves and the payment of debt service, insurance, taxes,
operating expenses, and extraordinary capital expenditures and leasing expenses. This could affect our
liquidity and our ability to make distributions to our stockholders.

There is refinancing risk associated with our debt.

Our typical debt contains limited principal amortization; therefore, the vast majority of the

principal must be repaid at the maturity of the loan in a so-called ‘‘balloon payment.’’ In the event that
we do not have sufficient funds to repay the debt at the maturity of these loans, we will need to
refinance this debt. If the credit environment is constrained at the time of our debt maturities, we
would have a very difficult time refinancing debt. In addition, we locked in our fixed-rate debt at a
point in time when we were able to obtain favorable interest rates, principal amortization and other
terms. When we refinance our debt, prevailing interest rates and other factors may result in paying a
greater amount of debt service, which will adversely affect our cash flow, and, consequently, our cash
available for distribution to our stockholders. If we are unable to refinance our debt on acceptable
terms, we may be forced to choose from a number of unfavorable options. These options include
agreeing to otherwise unfavorable financing terms on one or more of our unencumbered assets, selling
one or more hotels on disadvantageous terms, including unattractive prices or defaulting on the
mortgage and permitting the lender to foreclose. Any one of these options could have a material
adverse effect on our business, financial condition, results of operations and our ability to make
distributions to our stockholders.

If we default on our secured debt in the future, the lenders may foreclose on our hotels.

All of our indebtedness, except our credit facility and term loan, is secured by single property first
mortgages on the applicable property. If we default on any of the secured loans, the lender will be able
to foreclose on the property pledged to the relevant lender under that loan. While we have maintained
certain of our hotels unencumbered by mortgage debt, we have a relatively high loan-to-value on a
number of our hotels which are subject to mortgage loans and, as a result, those mortgaged hotels may
be at an increased risk of default and foreclosure. In addition, to the extent that we cannot meet any
future debt service obligations, we will risk losing some or all of our hotels that are pledged to secure
our obligations to foreclosure. This could affect our ability to make distributions to our stockholders.

In addition to losing the property, a foreclosure may result in recognition of taxable income.

Under the Code, a foreclosure of property securing non-recourse debt would be treated as a sale of the
property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If
the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we
would recognize taxable income on foreclosure even though we did not receive any cash proceeds. As a
result, we may be required to identify and utilize other sources of cash for distributions to our
stockholders. If this occurs, our financial condition, cash flow and ability to satisfy our other debt
obligations or ability to pay distributions may be adversely affected.

Future debt service obligations may adversely affect our operating results, require us to liquidate our
properties, jeopardize our ability to make cash distributions necessary to maintain our tax status as a REIT
and limit our ability to make distributions to our stockholders.

In the future, we and our subsidiaries may incur substantial additional debt, including secured
debt. Although borrowing costs have been historically low, they are expected to rise in the near-term
and borrowing costs on new and refinanced debt may be more expensive. Our existing debt, and any
additional debt borrowed in the future could subject us to many risks, including the risks that:

(cid:127) our cash flow from operations will be insufficient to make required payments of principal and

interest or to make cash distributions necessary to maintain our tax status as a REIT;

(cid:127) we may be vulnerable to adverse economic and industry conditions;

(cid:127) we may be required to dedicate a substantial portion of our cash flow from operations to the

repayment of our debt, thereby reducing the cash available for distribution to our stockholders,
operations and capital expenditures, future investment opportunities or other purposes;

(cid:127) the terms of any refinancing might not be as favorable as the terms of the debt being

refinanced; and

(cid:127) the use of leverage could adversely affect our stock price and our ability to make distributions to

our stockholders.

If we violate covenants in our future indebtedness agreements, we could be required to repay all

or a portion of our indebtedness before maturity at a time when we might be unable to arrange
financing for such repayment on favorable terms, if at all.

Refinanced debt could reduce the amounts available for distribution to our stockholders, as well as

reduce funds available for our operations, future investment opportunities or other purposes.

Increases in interest rates may increase our interest expense.

Higher interest rates could increase debt service requirements on any of our floating rate debt,
including our unsecured term loans and any outstanding balance on our senior unsecured credit facility,
and could reduce the amounts available for distribution to our stockholders, as well as reduce funds
available for our operations, future business opportunities or other purposes.

Hedging against interest rate exposure may adversely affect us.

We manage certain exposure to interest rate volatility by using interest rate hedging, such as swap

agreements, to ‘‘hedge’’ against the possible negative effects of interest rate fluctuations. We may
continue to do so in the future. However, hedging can be expensive, particularly during periods of
volatile interest rates, available interest rate hedges may not correspond directly with the interest rate
risk for which protection is sought, the duration of the interest rate hedge may not match the duration
of the related liability, and we cannot assure you that any hedging will adequately mitigate the adverse
effects of interest rate increases or that counterparties under these agreements will honor their
obligations. As a result, our hedging transactions could have a material and adverse effect on our
results of operations.

Changes in LIBOR reporting practices, the method in which LIBOR is determined, or the use of alternative
reference rates, may adversely affect us.

In July 2017, the Financial Conduct Authority (‘‘FCA’’) that regulates LIBOR announced it intends

to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the
Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative
Reference Rates Committee, which identified the Secured Overnight Financing Rate (‘‘SOFR’’) as its
preferred alternative to USD-LIBOR in derivatives and other financial contracts. We are not able to
predict when LIBOR will cease to be available or when there will be sufficient liquidity in the SOFR
markets. Any changes adopted by FCA or other governing bodies in the method used for determining
LIBOR may result in a sudden or prolonged increase or decrease in reported LIBOR. If that were to
occur, our interest payments could change. In addition, uncertainty about the extent and manner of
future changes may result in interest rates and/or payments that are higher or lower than if LIBOR
were to remain available in its current form.

We have contracts that are indexed to LIBOR and are monitoring and evaluating the related risks,
which include interest amounts on our variable rate debt and the swap rate for our interest rate swaps
as discussed in Note 8—Debt. In the event that LIBOR is discontinued, the interest rates will be based
on an alternative variable rate as specified in the applicable documentation governing such debt or
swaps or as otherwise agreed upon. Such an event would not affect our ability to borrow or maintain
already outstanding borrowings or swaps, but the alternative variable rate could be higher and more
volatile than LIBOR prior to its discontinuance.

Certain risks arise in connection with transitioning contracts to a new alternative rate, including
any resulting value transfer that may occur. The value of loans, securities, or derivative instruments tied
to LIBOR could also be impacted if LIBOR is limited or discontinued. For some instruments, the
method of transitioning to an alternative rate may be challenging, as they may require negotiation with
the respective counterparty.

If a contract is not transitioned to an alternative rate and LIBOR is discontinued, the impact is
likely to vary by contract. If LIBOR is discontinued or if the method of calculating LIBOR changes
from its current form, interest rates on our current or future indebtedness may be adversely affected.

While we expect LIBOR to be available in substantially its current form until the end of 2021, it is

possible that LIBOR will become unavailable prior to that point. This could result, for example, if
sufficient banks decline to make submissions to the LIBOR administrator. In that case, the risks
associated with the transition to an alternative reference rate will be accelerated and magnified.

Risks Related to Regulation, Taxes and the Environment

Noncompliance with governmental regulations could adversely affect our operating results.

Environmental matters.

Our hotels are, and the hotels that we acquire in the future will be, subject to various federal, state

and local environmental laws. Under these laws, courts and government agencies may have the
authority to require us, as owner of a contaminated property, to clean up the property, even if we did
not know of or were not responsible for the contamination. These laws also apply to persons who
owned a property at the time it became contaminated. In addition to the costs of cleanup,
environmental contamination can affect the value of a property and, therefore, an owner’s ability to
borrow funds using the property as collateral or to sell the property. Under the environmental laws,
courts and government agencies also have the authority to require that a person who sent waste to a
waste disposal facility, such as a landfill or an incinerator, pay for the clean-up of that facility if it
becomes contaminated and threatens human health or the environment. A person who arranges for the
disposal or treatment, or transports for disposal or treatment, a hazardous substance at a property

owned by another person may be liable for the costs of removal or remediation of hazardous
substances released into the environment at that property.

Furthermore, various court decisions have established that third parties may recover damages for
injury caused by property contamination. For instance, a person exposed to asbestos while staying in a
hotel may seek to recover damages if he or she suffers injury from the asbestos. Lastly, some of these
environmental laws restrict the use of a property or place conditions on various activities. For example,
certain laws require a business using chemicals (such as swimming pool chemicals at a hotel) to manage
them carefully and to notify local officials that the chemicals are being used.

We could be responsible for the costs associated with a contaminated property. The costs to clean
up a contaminated property, to defend against a claim, or to comply with environmental laws could be
material and could adversely affect the funds available for distribution to our stockholders. We cannot
assure you that future laws or regulations will not impose material environmental liabilities or that the
current environmental condition of our hotels will not be affected by the condition of the properties in
the vicinity of our hotels (such as the presence of leaking underground storage tanks) or by third
parties unrelated to us. We may face liability regardless of our knowledge of the contamination, the
timing of the contamination, the cause of the contamination, or the party responsible for the
contamination of the property.

Although we have taken and will take commercially reasonable steps to assess the condition of our

properties, there may be unknown environmental problems associated with our properties. If
environmental contamination exists on our properties, we could become subject to strict, joint and
several liability for the contamination by virtue of our ownership interest. In addition, we are obligated
to indemnify our lenders for any liability they may incur in connection with a contaminated property.

The presence of hazardous substances or petroleum contamination on a property may adversely
affect our ability to sell the property and could cause us to incur substantial remediation costs. The
discovery of environmental liabilities attached to our properties could have a material adverse effect on
our results of operations and financial condition and our ability to pay dividends to our stockholders.

Numerous treaties, laws and regulations have been enacted to regulate or limit carbon emissions.

Changes in the regulations and legislation relating to climate change, and complying with such laws and
regulations, may require us to make significant investments in our hotels and could result in increased
energy costs at our properties which could have a material adverse effect on our results of operations
and our ability to make distributions to our stockholders.

Americans with Disabilities Act and other changes in governmental rules and regulations.

Under the ADA, all public accommodations must meet various federal non-discrimination
requirements related to access and use by individuals with disabilities. Compliance with the ADA’s
requirements could require removal of architectural barriers to access and non-compliance could result
in the payment of civil penalties, damages, and attorneys’ fees and costs. If we are required to make
substantial modifications to our hotels, whether to comply with the ADA or other changes in
governmental rules and regulations, our financial condition, results of operations and ability to make
distributions to our stockholders could be adversely affected.

Our hotel properties may contain or develop harmful mold, which could lead to liability for adverse health
effects and costs of remediating the problem.

When excessive moisture accumulates in buildings or on building materials, mold growth may
occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of
time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold
has been increasing, as exposure to mold may cause a variety of adverse health effects and symptoms,

including allergic reactions. As a result, the presence of mold to which our hotel guests or employees
could be exposed at any of our properties could require us to undertake a costly remediation program
to contain or remove the mold from the affected property, which would reduce our cash available for
distribution. In addition, exposure to mold by our guests or employees, management company
employees or others could expose us to liability if property damage or adverse health concerns arise.

Risks Related to Our Status as a REIT

We cannot assure you that we will remain qualified as a REIT.

We believe that we are qualified to be taxed as a REIT for federal income tax purposes for our

taxable year ended December 31, 2019, and we expect to continue to qualify as a REIT for future
taxable years, but we cannot assure you that we have qualified, or will remain qualified, as a REIT. The
REIT qualification requirements are extremely complex and official interpretations of the federal
income tax laws governing qualification as a REIT are limited. Certain aspects of our REIT
qualification are beyond our control. Accordingly, we cannot be certain that we will be successful in
operating so that we can remain qualified as a REIT. At any time, new laws, interpretations or court
decisions may change the federal tax laws or the federal income tax consequences of our qualification
as a REIT. Moreover, our charter provides that our board of directors may revoke or otherwise
terminate our REIT election, without the approval of our stockholders, if it determines that it is no
longer in our best interest to continue to qualify as a REIT.

If we fail to qualify as a REIT and do not qualify for certain statutory relief provisions, or
otherwise cease to be a REIT, we will be subject to federal income tax on our taxable income at the
corporate rate. We might need to borrow money or sell assets in order to pay any such tax. Also, we
would not be allowed a deduction for dividends paid to our stockholders in computing our taxable
income and we would no longer be compelled to make distributions under the Code. Unless we were
entitled to relief under certain federal income tax laws, we could not re-elect REIT status until the fifth
calendar year after the year in which we failed to qualify as a REIT. If we fail to qualify as a REIT but
are eligible for certain relief provisions, then we may retain our status as a REIT, but we may be
required to pay a penalty tax, which could be substantial.

Maintaining our REIT qualification contains certain restrictions and drawbacks.

Complying with REIT requirements may cause us to forgo otherwise attractive opportunities.

To remain qualified as a REIT for federal income tax purposes, we must continually satisfy tests
concerning, among other things, the sources of our income, the nature and diversification of our assets,
the amounts we distribute to our stockholders and the ownership of our stock. In order to meet these
tests, we may be required to forgo attractive business or investment opportunities. For example, we may
not lease to our TRS any hotel which contains gaming. Thus, compliance with the REIT requirements
may hinder our ability to operate solely to maximize profits.

To qualify as a REIT, we must meet annual distribution requirements.

In order to remain qualified as a REIT, we generally are required to distribute at least 90% of our

REIT taxable income, determined without regard to the dividends paid deduction and excluding net
capital gains, each year to our stockholders. To the extent that we satisfy this distribution requirement,
but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax
on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if
the actual amount that we pay out to our stockholders in a calendar year is less than a minimum
amount specified under federal tax laws. As a result of differences between cash flow and the accrual
of income and expenses for tax purposes, or nondeductible expenditures, for example, our REIT
taxable income in any given year could exceed our cash available for distribution. Accordingly, we may

be required to borrow money or sell assets to make distributions sufficient to enable us to pay out
enough of our taxable income to satisfy the distribution requirement and to avoid federal corporate
income tax and the 4% nondeductible excise tax in a particular year.

The formation of our TRSs and TRS lessees increases our overall tax liability.

Overall, no more than 20% of the value of a REIT’s assets may consist of stock or securities of
one or more TRSs. Our domestic TRSs are subject to federal and state income tax on their taxable
income. The taxable income of our TRS lessees currently consists and generally will continue to consist
of revenues from the hotels leased by our TRS lessees plus, in certain cases, key money payments
(amounts paid to us by a hotel management company in exchange for the right to manage a hotel we
acquire) and yield support payments, net of the operating expenses for such properties and rent
payments to us. Such taxes could be substantial. Our non-U.S. TRSs also may be subject to tax in
jurisdictions where they operate.

We will be subject to a 100% excise tax to the extent that transactions with our TRSs are not
conducted on an arm’s-length basis. For example, to the extent that the rent paid by one of our TRS
lessees exceeds an arm’s-length rental amount, such excess is potentially subject to this excise tax.
While we believe that we structure all of our leases on an arm’s-length basis, upon an audit, the IRS
might disagree with our conclusion.

If the leases of our hotels to our TRS lessees are not respected as true leases for U.S. federal income

tax purposes, we will fail to qualify as a REIT.

To qualify as a REIT, we must annually satisfy two gross income tests, under which specified

percentages of our gross income must be derived from certain sources, such as ‘‘rents from real
property.’’ Rents paid to us by our TRS lessees pursuant to the leases of our hotels will constitute
substantially all of our gross income. In order for such rent to qualify as ‘‘rents from real property’’ for
purposes of the gross income tests, the leases must be respected as true leases for U.S. federal income
tax purposes and not be treated as service contracts, financing arrangements, joint ventures or some
other type of arrangement. If our leases are not respected as true leases for U.S. federal income tax
purposes, we will fail to qualify as a REIT.

You may be restricted from transferring our common stock.

In order to maintain our REIT qualification, among other requirements, no more than 50% in
value of our outstanding stock may be owned, directly or indirectly, by five or fewer individuals (as
defined in the federal income tax laws to include certain entities) during the last half of any taxable
year. In addition, the REIT rules generally prohibit a manager of one of our hotels from owning,
directly or indirectly, more than 35% of our stock and a person who holds 35% or more of our stock
from also holding, directly or indirectly, more than 35% of any such hotel management company. To
qualify for and preserve REIT status, our charter contains an aggregate share ownership limit and a
common share ownership limit. Generally, any shares of our stock owned by affiliated owners will be
added together for purposes of the aggregate share ownership limit, and any shares of common stock
owned by affiliated owners will be added together for purposes of the common share ownership limit.

If anyone transfers or owns shares in a way that would violate the aggregate share ownership limit
or the common share ownership limit (unless such ownership limits have been waived by our board of
directors), or would prevent us from continuing to qualify as a REIT under the federal income tax
laws, those shares instead will be transferred to a trust for the benefit of a charitable beneficiary and
will be either redeemed by us or sold to a person whose ownership of the shares will not violate the
aggregate share ownership limit or the common share ownership limit. If this transfer to a trust would
not be effective to prevent a violation of the ownership restrictions in our charter, then the initial

intended transfer or ownership will be null and void from the outset. The intended transferee or owner
of those shares will be deemed never to have owned the shares. Anyone who acquires or owns shares
in violation of the aggregate share ownership limit, the common share ownership limit (unless such
ownership limits have been waived by our board of directors) or the other restrictions on transfer or
ownership in our charter bears the risk of a financial loss when the shares are redeemed or sold if the
market price of our stock falls between the date of purchase and the date of redemption or sale.

Even if we maintain our status as a REIT, in certain circumstances, we may be subject to federal and state
income taxes, which would reduce our cash available for distribution to our stockholders.

Even if we qualify and maintain our status as a REIT, we may be subject to federal income taxes
or state taxes in various circumstances. For example, net income from a ‘‘prohibited transaction’’ will be
subject to a 100% tax. In addition, we may not be able to distribute all of our income in any given
year, which would result in corporate level taxes, and we may not make sufficient distributions to avoid
excise taxes. We may also decide to retain certain gains from the sale or other disposition of our
property and pay income tax directly on such gains. In that event, our stockholders would be required
to include such gains in income and would receive a corresponding credit for their share of taxes paid
by us. We may also be subject to U.S. state and local and non-U.S. taxes on our income or properties,
either directly or at the level of our operating partnership or the other companies through which we
indirectly own our assets. In addition, we may be subject to federal, state, local or non-U.S. taxes in
other various circumstances. Any federal or state taxes that we pay will reduce our cash available for
distribution to our stockholders.

Dividends payable by REITs generally do not qualify for reduced tax rates.

A maximum 20% tax rate applies to ‘‘qualified dividend income’’ payable to individual U.S.
stockholders. Dividends payable by REITs, however, are generally not eligible for the reduced rates on
qualified dividend income and are taxed at normal ordinary income tax rates (provided that for taxable
years beginning after December 31, 2017 and before January 1, 2026, non-corporate taxpayers generally
may deduct up to 20% of their ordinary REIT dividends that are not ‘‘capital gain dividends’’ or
‘‘qualified dividend income’’). However, to the extent that our dividends are attributable to certain
dividends that we receive from a TRS, such dividends generally will be eligible for the reduced rates
that apply to qualified dividend income (but will be ineligible for the 20% deduction). The more
favorable rates applicable to regular corporate dividends could cause investors who are individuals to
perceive investments in REITs to be relatively less attractive than investments in the stocks of
non-REIT corporations that pay qualified dividend income, which could adversely affect the value of
the stock of REITs, including our common stock. In addition, non-REIT corporations may begin to pay
dividends or increase dividends as a result of the lower corporate income tax rate that is effective for
taxable years beginning after December 31, 2017. As a result, the trading price of our common stock
may be negatively impacted.

Failure of our operating partnership to be taxable as a partnership could cause us to fail to qualify as a REIT
and we could suffer other adverse tax consequences.

We believe that our operating partnership will continue to be treated for federal income tax
purposes as a partnership and not as an association or as a publicly traded partnership taxable as a
corporation. If the IRS were to determine that our operating partnership was properly treated as a
corporation, our operating partnership would be required to pay U.S. federal income tax at corporate
rates on its net income, its partners would be treated as stockholders of our operating partnership and
distributions to partners would constitute distributions that would not be deductible in computing the
operating partnership’s taxable income. In addition, we could fail to qualify as a REIT, with the
resulting consequences described above.

Our UPREIT structure may result in potential conflicts of interest with limited partners in our operating
partnership whose interests may not be aligned with those of our stockholders.

Limited partners in our operating partnership have the right to vote on certain amendments to the
agreement that governs our operating partnership, as well as on certain other matters. Persons holding
such voting rights may exercise them in a manner that conflicts with our stockholders’ interests. As
general partner of our operating partnership, we are obligated to act in a manner that is in the best
interests of all partners of our operating partnership. Circumstances may arise in the future when the
interests of limited partners in our operating partnership may conflict with the interests of our
stockholders. These conflicts may be resolved in a manner that some stockholders believe is not in their
best interests.

Legislative or regulatory action could adversely affect our stockholders.

In recent years, numerous legislative, judicial and administrative changes have been made to the

federal income tax laws applicable to investments in REITs and similar entities. Additional changes to
applicable tax laws are likely to continue to occur in the future, and we cannot assure our stockholders
that any such changes will not adversely affect the taxation of a stockholder. Any such changes could
have an adverse effect on an investment in our common stock. All stockholders are urged to consult
with their tax advisors with respect to the status of legislative, regulatory or administrative
developments and proposals and their potential effect on an investment in our common stock.

Risks Related to Our Organization and Structure

Provisions of our charter may limit the ability of a third party to acquire control of our company.

Our charter provides that no person may beneficially own more than 9.8% of the aggregate
outstanding shares of our common stock or more than 9.8% of the value of the aggregate outstanding
shares of our capital stock, except certain ‘‘look-through entities,’’ such as mutual funds, which may
beneficially own up to 15% of the aggregate outstanding shares of our common stock or up to 15% of
the value of the aggregate outstanding shares of our capital stock. Our board of directors has waived
this ownership limitation for certain investors in the past. Our bylaws waive this ownership limitation
for certain other classes of investors. These ownership limitations may prevent an acquisition of control
of our company by a third party without our board of directors’ approval, even if our stockholders
believe the change of control is in their best interests.

Our charter also authorizes our board of directors to issue up to 400,000,000 shares of common

stock and up to 10,000,000 shares of preferred stock, to classify or reclassify any unissued shares of
common stock or preferred stock and to set the preferences, rights and other terms of the classified or
reclassified shares. Furthermore, our board of directors may, without any action by the stockholders,
amend our charter from time to time to increase or decrease the aggregate number of shares of stock
of any class or series that we have authority to issue. Issuances of additional shares of stock may have
the effect of delaying, deferring or preventing a transaction or a change in control of our company that
might involve a premium to the market price of our common stock or otherwise be in our stockholders’
best interests.

Certain advance notice provisions of our bylaws may limit the ability of a third party to acquire control of our
company.

Our bylaws provide that (a) with respect to an annual meeting of stockholders, nominations of

individuals for election to our board of directors and the proposal of other business to be considered
by stockholders may be made only (i) pursuant to our notice of the meeting, (ii) by the board of
directors or (iii) by a stockholder who is entitled to vote at the meeting and has complied with the
advance notice procedures set forth in the bylaws and (b) with respect to special meetings of

stockholders, only the business specified in our notice of meeting may be brought before the meeting of
stockholders and nominations of individuals for election to the board of directors may be made only
(A) by the board of directors or (B) provided that the board of directors has determined that directors
shall be elected at such meeting by a stockholder who is entitled to vote at the meeting and has
complied with the advance notice provisions set forth in the bylaws. These advance notice provisions
may have the effect of delaying, deferring or preventing a transaction or a change in control of our
company that might involve a premium to the market price of our common stock or otherwise be in
our stockholders’ best interests.

Provisions of Maryland law may limit the ability of a third party to acquire control of our company.

The Maryland General Corporation Law, or the MGCL, has certain restrictions on a ‘‘business
combination’’ and ‘‘control share acquisition’’ which we have opted out of. If an affirmative majority of
votes cast by a majority of stockholders entitled to vote approve it, our board of directors may opt in to
such provisions of the MGCL. If we opt in, and the stockholders approve it, these provisions may have
the effect of delaying, deferring or preventing a transaction or a change in control of our company that
might involve a premium price for holders of our common stock or otherwise be in their best interests.

In addition, provisions of Maryland law permit the board of a corporation with a class of equity

securities registered under the Exchange Act and at least three independent directors, without
stockholder approval, to implement possible takeover defenses, such as a classified board or a
two-thirds vote requirement for removal of a director. These provisions, if implemented, may make it
more difficult for a third party to affect a takeover. In February 2014, however, we amended our
charter to prohibit us from dividing directors into classes unless such action is first approved by the
affirmative vote of a majority of the votes cast on the matter by stockholders entitled to vote generally
in the election of directors.

We have entered into an agreement with each of our senior executive officers that provides each of them
benefits in the event that his or her employment is terminated by us without cause, by him or her for good
reason or under certain circumstances following a change of control of our company.

We have entered into an agreement with each of our senior executive officers that provides each

of them with severance benefits if his or her employment is terminated under certain circumstances
following a change of control of our company. Certain of these benefits and the related tax indemnity
in the case of certain executive officers could prevent or deter a change of control of our company that
might involve a premium price for our common stock or otherwise be in the best interests of our
stockholders.

You have limited control as a stockholder regarding any changes that we make to our policies.

Our board of directors determines our major policies, including policies related to our investment

objectives, leverage, financing, growth and distributions to our stockholders. Our board of directors may
amend or revise these policies without a vote of our stockholders. This means that our stockholders will
have limited control over changes in our policies and those changes could adversely affect our business,
financial condition, results of operations and our ability to make distributions to our stockholders.

We may be unable to generate sufficient cash flows from our operations to make distributions to our
stockholders at expected levels, and we cannot assure you of our ability to make distributions in the future.

We intend to pay quarterly dividends that represents at least 90% of our REIT taxable income.
Our ability to make these intended distributions may be adversely affected by the factors, risks and
uncertainties described in this Annual Report on Form 10-K and other reports that we file from time
to time with the SEC. In addition, our board of directors has the sole discretion to determine the

timing, form and amount of any distribution to our stockholders. Our board of directors will make
determinations regarding distributions based upon many facts, including our financial performance, our
debt service obligations, our debt covenants, our capital expenditure requirements, the requirements for
qualification as a REIT and other factors that our board of directors may deem relevant from time to
time. As a result, no assurance can be given that we will be able to make distributions to our
stockholders at expected levels, or at all, or that distributions will increase or even be maintained over
time, any of which could materially and adversely affect the market price of our common stock.

Changes in market conditions could adversely affect the market price of our common stock.

As with other publicly traded equity securities, the value of our common stock depends on various

market conditions that may change from time to time. Among the market conditions that may affect
the value of our common stock are the following:

(cid:127) the extent of investor interest in our securities;

(cid:127) the general reputation of REITs and the attractiveness of our equity securities in comparison to

other equity securities, including securities issued by other real estate-based companies;

(cid:127) the underlying asset value of our hotels;

(cid:127) investor confidence in the stock and bond markets, generally;

(cid:127) national and local economic conditions;

(cid:127) changes in tax laws;

(cid:127) our financial performance; and

(cid:127) general stock and bond market conditions.

The market value of our common stock is based primarily upon the market’s perception of our
growth potential and our current and potential future earnings and cash distributions. Consequently,
our common stock may trade at prices that are greater or less than our net asset value per share of
common stock. If our future earnings or cash distributions are less than expected, it is likely that the
market price of our common stock will diminish.

In addition, interest rates have been at historically low levels for an extended period of time. The

market for common shares of publicly traded REITs may be influenced by the distribution yield on
their common shares (i.e., the amount of annual distributions as a percentage of the market price of
their common shares) relative to market interest rates. Although current market interest rates remain
low compared to historical levels, interest rates have recently risen and some market forecasts predict
additional increases in the near term. If market interest rates increase, prospective purchasers of REIT
common shares may seek to achieve a higher distribution yield, which we may not be able to, or may
choose not to, provide. Thus, higher market interest rates could cause the returns on investment in our
common stock to be relatively less attractive to our investors and the market price of our common
stock to decline. Additionally, higher market interest rates may adversely impact the market values of
our hotels.

The market price of our common stock could be volatile and could decline, resulting in a substantial or
complete loss on our common stockholders’ investment.

The market price of our common stock has been highly volatile in the past, and investors in our

common stock may experience a decrease in the value of their shares, including decreases unrelated to
our operating performance or prospects. In the past, securities class action litigation has often been
instituted against companies following periods of volatility in their stock price. This type of litigation
could result in substantial costs and divert our management’s attention and resources.

Future issuances of our common stock or our operating partnership’s common limited partnership units (‘‘OP
units’’), may depress the market price of our common stock and have a dilutive effect on our existing
stockholders.

We cannot predict whether future issuances of our common stock or the availability of shares for

resale in the open market may depress the market price of our common stock. Future issuances or
sales of a substantial number of shares of our common stock in the public market, or the issuance of
our common stock in connection with future property, portfolio or business acquisitions, or the
perception that such issuances or sales might occur, may cause the market price of our shares to
decline. In addition, future issuances or sales of our common stock may be dilutive to existing
stockholders.

Our December 2018 acquisition of Cavallo Point was partially funded by the issuance by our

operating partnership of OP units, which became redeemable by the sellers after the one-year
anniversary of such issuance for cash or, at our election, on a one-for-one basis for shares of our
common stock. Pursuant to the terms of the contribution agreement governing our acquisition of
Cavallo Point, if any of the OP units are outstanding seven years after their issuance, we have the
option to redeem them for cash or shares of our common stock, at our election. In the future, our
operating partnership may issue additional OP units to acquire additional properties or portfolios. Such
OP unit issuances would reduce our ownership interest in the operating partnership and may in the
future result in dilution of our shareholders’ equity interests.

Future offerings of debt securities or preferred stock, which would be senior to our common stock upon
liquidation and for the purpose of distributions, may cause the market price of our common stock to decline.

In the future, we may increase our capital resources by making additional offerings of debt or
equity securities, which may include senior or subordinated notes, classes of preferred stock and/or
common stock. We will be able to issue additional shares of common stock or preferred stock without
stockholder approval, unless stockholder approval is required by applicable law or the rules of any
stock exchange or automated quotation system on which our securities may be listed or traded. Upon
liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to
other borrowings will receive a distribution of our available assets prior to the holders of our common
stock. Additional equity offerings could significantly dilute the holdings of our existing stockholders or
reduce the market price of our common stock, or both. Holders of our common stock are not entitled
to preemptive rights or other protections against dilution. Preferred stock and debt, if issued, could
have a preference on liquidating distributions or a preference on dividend or interest payments that
could limit our ability to make distributions to the holders of our common stock. Because our decision
to issue securities in any future offering will depend on market conditions and other factors beyond our
control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus, our
stockholders bear the risk of our future offerings reducing the market price of our common stock and
diluting their interest.

Our growth strategy may not achieve the anticipated results.

Our future success will depend on our ability to grow our business, including through capital
investments to acquire and renovate full-service hotel properties. Our growth and innovation strategies
require significant commitments of management resources and capital investments and may not grow
our revenues at the rate we expect or at all. As a result, we may not be able to recover the costs
incurred in acquiring or renovating new hotel properties or to realize their intended or projected
benefits, which could materially adversely affect our business, financial condition or results of
operations.

We cannot guarantee that we will repurchase our common stock pursuant to our share repurchase program or
that our share repurchase program will enhance long-term stockholder value. Share repurchases could also
increase the volatility of the price of our common stock and could diminish our cash reserves.

The timing and amount of repurchases of shares of our common stock, if any, will depend upon
several factors, including market and business conditions, the trading price of our common stock, our
cost of capital and the nature of other investment opportunities. Our share repurchase program may be
limited, suspended or discontinued at any time without prior notice. In addition, repurchases of our
common stock pursuant to our share repurchase program could affect our stock price and increase its
volatility. The existence of our share repurchase program could cause our stock price to be higher than
it would be in the absence of such a program and could potentially reduce the market liquidity for our
stock. Additionally, our share repurchase program could diminish our cash reserves, which may impact
our ability to finance future growth and to pursue possible future strategic opportunities and
acquisitions. There can be no assurance that any share repurchases will enhance stockholder value
because the market price of our common stock may decline below the levels at which we repurchased
shares of stock. Although our share repurchase program is intended to enhance long-term stockholder
value, there is no assurance that it will do so and short-term stock price fluctuations could reduce the
program’s effectiveness. Our share repurchase program may be suspended or terminated at any time
without notice.

Tax protection agreements may limit our ability to sell or otherwise dispose of certain properties and may
require our operating partnership to maintain certain debt levels that otherwise would not be required to
operate our business.

In connection with contributions of properties to our operating partnership, our operating
partnership has entered and may in the future enter into tax protection agreements under which it
agrees to minimize the tax consequences to the contributing partners resulting from the sale or other
disposition of the contributed properties. Tax protection agreements may make it economically
prohibitive to sell any properties that are subject to such agreements. In addition, we may be required
to maintain a minimum level of indebtedness throughout the term of any tax protection agreement
regardless of whether such debt levels are otherwise required to operate our business.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The following table sets forth certain information for each of our hotels owned as of December 31,

2019.

Hotel

Chicago Marriott
.
Westin Boston Waterfront
.
.
.

Hotel .

.
Lexington Hotel New York . New York
Salt Lake City Marriott
.

. Boston

Downtown .

.
Renaissance Worthington .
Frenchman’s Reef &

. Salt Lake City
. Fort Worth

City

State

Chain Scale
Segment(1)

Service
Category

Rooms

Manager

. Chicago

Illinois

Upper Upscale Full Service

1,200 Marriott

Massachusetts
New York

Upper Upscale Full Service
Upper Upscale Full Service

793 Marriott(2)
725 Highgate Hotels

Utah
Texas

Upper Upscale Full Service
Upper Upscale Full Service

510 Marriott
504 Marriott

Morning Star Beach
.
Resort(3)
.
Westin San Diego .
.
Westin Fort Lauderdale
.

Beach Resort

.
.

. St. Thomas
. San Diego

U.S. Virgin Islands
California

Upper Upscale Full Service
Upper Upscale Full Service

502 Aimbridge Hospitality
436

Interstate Hotels & Resorts(4)

. Fort Lauderdale

Florida

Upper Upscale Full Service

433 HEI Hotels & Resorts

District of Columbia Upper Upscale Full Service
Upper Upscale Full Service
Massachusetts

410 Davidson Hotels & Resorts
403 Davidson Hotels & Resorts

Colorado
Georgia

New York
Illinois

New York
Maryland
Vermont
Arizona

Upper Upscale Full Service
Upper Upscale Full Service

344 Vail Resorts
318 Marriott

Upscale
Luxury

Select Service
Full Service

321 HEI Hotels & Resorts
311 HEI Hotels & Resorts

Select Service

Upscale
Upper Upscale Full Service
Upper Upscale Full Service
Upper Upscale Full Service

282 Highgate Hotels
272 Marriott
Interstate Hotels & Resorts(4)
258
242 Kimpton Hotels & Restaurants

. Denver

Colorado

Luxury

Full Service

199

Sage Hospitality

New York
Florida

California
Colorado

Upscale
Upper Upscale Full Service

Select Service

189 Marriott
184 Ocean Properties

Upper Upscale Full Service
Upscale

Select Service

182 Marriott
177

Sage Hospitality

. Washington
. Boston

Center .

Westin Washington, D.C. City
.
.
.
Hilton Boston Downtown .
Vail Marriott Mountain
.

. Vail

Resort & Spa .

.
Marriott Atlanta Alpharetta . Atlanta
Courtyard Manhattan/
.
.
Midtown East .
The Gwen Chicago .
.
Hilton Garden Inn Times
.

. New York
. Chicago

.
.

Square Central

.
Bethesda Marriott Suites .
.
.
Hilton Burlington .
Hotel Palomar Phoenix .
.
JW Marriott Denver at
.

.
Courtyard Manhattan/Fifth
.
.
.
.
Sheraton Suites Key West
The Lodge at Sonoma, a

Cherry Creek .

Avenue .

. . .

.
.
.
.

.
.

. New York
. Bethesda
. Burlington
. Phoenix

. New York
. Key West

.
.

Renaissance Resort & Spa

Sonoma
Courtyard Denver Downtown Denver
Renaissance Charleston
.
Historic District .
.
.

the Golden Gate .

. Charleston
. Huntington Beach California

.
.
Shorebreak Hotel
Cavallo Point, The Lodge at
.
Havana Cabana Key West .
.
Hotel Emblem .
.
.
L’Auberge de Sedona .
The Landing Resort & Spa . South Lake Tahoe California
Orchards Inn Sedona .

. Sausalito
. Key West
. San Francisco
. Sedona

California
Florida
California
Arizona

. Sedona

Arizona

.
.

South Carolina

Total

(1)

As defined by STR, Inc.

Upper Upscale Full Service
Upper Upscale Full Service

166 Marriott
157 Kimpton Hotels & Restaurants

Full Service
Select Service

Luxury
Upscale
Upper Upscale Full Service
Full Service
Luxury
Full Service
Luxury
Full Service
Upscale

142 Ft. Baker Management LLC
106 Ocean Properties
96 Viceroy Hotels & Resorts
88 Evolution Hospitality
82 Evolution Hospitality
70 Evolution Hospitality

10,102

(2) We terminated the management agreement with Marriott effective January 14, 2020. As of January 15, 2020, the hotel is managed by

Interstate Hotels & Resorts.

(3)

The hotel is currently closed as a result of the damage incurred by Hurricanes Irma and Maria in September 2017. We entered into a
management agreement with Aimbridge Hospitality effective April 5, 2019.

(4)

In October 2019, Interstate Hotels & Resorts merged with Aimbridge Hospitality.

Hotel Management Agreements

We are party to hotel management agreements for each hotel that we own. The following table

sets forth the expiration date of the current term, the terms of termination of the manager by the
Company, and the number of remaining renewal terms at the manager’s option under the respective
hotel management agreements for each of our hotels. Generally, the term of the hotel management
agreements, if applicable, renew automatically for a negotiated number of consecutive periods upon the
expiration of the initial term unless the manager gives notice to us of its election not to renew the
hotel management agreement.

Property

Manager

Terminable

Expiration Date of
Current Term

Atlanta Alpharetta Marriott
.
Bethesda Marriott Suites
Westin Boston Waterfront
.
.
.
.
Cavallo Point, The Lodge at
.

Hotel(2)

. Marriott
. Marriott

. Marriott

. Passport Resorts

the Golden Gate .

.
Chicago Marriott Downtown . Marriott
Courtyard Denver Downtown .
Courtyard Manhattan/Fifth
.
.

. Marriott

Sage Hospitality

No
2022 with no fee

No(2)

At will with fee
No
At will with no fee

12/2030
12/2025

12/2026

6/2023
12/2038
7/2021

12/2035

8/2027

Number of Remaining
Renewal Terms at
Manager’s Exclusive
Option(1)

Two ten-year periods
Two ten-year periods

None

One five-year period
Two ten-year periods
None

None

. HEI Hotels & Resorts

At will with fee

. Aimbridge Hospitality
. HEI Hotels & Resorts
. Ocean Properties
. Davidson Hotels & Resorts
.

Interstate Hotels & Resorts(5)

At will with fee
At will with fee
At will with no fee
At will with no fee
At will with no fee

To be determined(4) One five-year period
6/2026
12/2026
11/2024
N/A

None
Two five-year periods
None
Month-to-month

Avenue .

.
Courtyard Manhattan/
.

Midtown East

.
Frenchman’s Reef & Morning
.
Star Beach Resort(3) .
.
.
.
The Gwen Chicago .
.
.
Havana Cabana Key West .
.
Hilton Boston Downtown .
Hilton Burlington .
.
.
Hilton Garden Inn New York
City/Times Square Central
.
.

Hotel Emblem .
.
Hotel Palomar Phoenix .

.
.

Cherry Creek .

JW Marriott Denver at
.

.
.
L’Auberge de Sedona .
.
Lexington Hotel New York .

.
.

Historic District

Orchards Inn Sedona .
Renaissance Charleston
.

.
Renaissance Worthington .
Salt Lake City Marriott
.

Downtown .

.
.

.
Sheraton Suites Key West .
Shorebreak Hotel
.
.
The Landing Resort & Spa .
The Lodge at Sonoma, a

. Highgate Hotels
. Viceroy Hotels & Resorts
. Kimpton Hotel & Restaurant Group

.
Sage Hospitality
. Evolution Hospitality
. Highgate Hotels

. Evolution Hospitality

. Marriott
. Marriott

. Marriott

No
At will with fee
2020 upon sale with fee;
2023 upon sale with no fee

At will with no fee
At will with fee
2019 upon sale with fee;
2020 upon sale with no fee
At will with fee

Upon sale with fee
No

. Ocean Properties
. Kimpton Hotel & Restaurant Group At will with fee
At will with fee
. Evolution Hospitality

12/2024
12/2027
12/2027

5/2021
10/2024
5/2021

10/2024

12/2021
12/2031

12/2026

7/2027
2/2025
9/2024

12/2025

12/2020

12/2024

N/A

5/2024

One five-year period(6)
One five-year period
One five-year period(7)

None
One five-year period
One five-year period(6)

One five-year period

Two five-year periods
Two ten-year periods

Two fifteen-year
periods
None
None
One five-year period

One ten-year period

None

Month-to-month

One five-year period

Renaissance Resort & Spa . Marriott

Vail Marriott Mountain
.

Resort & Spa

. .

. Vail Resorts

Westin Fort Lauderdale Beach
.

Resort .

. HEI Hotels & Resorts

Westin San Diego .
.
Westin Washington D.C. City
.
.

Center .

Interstate Hotels & Resorts(5)

. Davidson Hotels & Resorts

At will with fee

Upon sale with fee

At will with fee;
2023 with no fee
At will with no fee

(1)

Certain agreements allow for other extension rights that may be only at our option.

(2) We terminated the management agreement with Marriott effective January 14, 2020 upon mutual agreement. As of January 15, 2020, the

hotel is managed by Interstate Hotels & Resorts. The management agreement with Interstate Hotels & Resorts expires in January 2025, at
which time the term may continue on a month-to-month basis. The management agreement is terminable at will with a fee.

(3)

The hotel is currently closed as a result of the physical damage incurred from Hurricanes Irma and Maria. We entered into a management
agreement with Aimbridge Hospitality effective April 5, 2019.

(4)

Current term will expire on the fifth anniversary of the hotel’s opening date, which is to be determined.

(5)

In October 2019, Interstate Hotels and Resorts merged with Aimbridge Hospitality.

(6) Hotel manager is entitled to one five-year extension option upon achievement of a certain level of net operating income, which is significantly

above current net operating income at the hotel.

(7) Hotel manager is entitled to one five-year extension option if the manager earns an incentive management fee in both 2026 and 2027. The

manager did not earn an incentive management fee in 2019.

Under our hotel management agreements, the hotel manager receives a base management fee and,

if certain financial thresholds are met or exceeded, an incentive management fee. The base
management fee is generally payable as a percentage of gross hotel revenues for each fiscal year. The
incentive management fee is generally based on hotel operating profits, but the fee only applies to that
portion of hotel operating profits above a negotiated return on our invested capital, which we refer to
as the owner’s priority. We refer to this excess of operating profits over the owner’s priority as
‘‘available cash flow.’’

The following table sets forth the base management fee, incentive management fee and furniture,
fixture and equipment (‘‘FF&E’’) reserve contribution, generally due and payable each fiscal year, for
each of our hotels:

Property

. . . . . . . . . . . . . . . . . . . . . . .
Atlanta Alpharetta Marriott
Bethesda Marriott Suites
. . . . . . . . . . . . . . . . . . . . . . . . .
Westin Boston Waterfront Hotel(6) . . . . . . . . . . . . . . . . . .
Cavallo Point, The Lodge at the Golden Gate . . . . . . . . . . .
Chicago Marriott Downtown . . . . . . . . . . . . . . . . . . . . . . .
Courtyard Denver Downtown . . . . . . . . . . . . . . . . . . . . . .
Courtyard Manhattan/Fifth Avenue . . . . . . . . . . . . . . . . . .
Courtyard Manhattan/Midtown East . . . . . . . . . . . . . . . . . .
Frenchman’s Reef & Morning Star Beach Resort(10) . . . . . .
The Gwen Chicago . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Havana Cabana Key West . . . . . . . . . . . . . . . . . . . . . . . . .
Hilton Boston Downtown . . . . . . . . . . . . . . . . . . . . . . . . .
Hilton Burlington . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hilton Garden Inn New York City/Times Square Central . . .
Hotel Emblem . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hotel Palomar Phoenix . . . . . . . . . . . . . . . . . . . . . . . . . . .
JW Marriott Denver at Cherry Creek . . . . . . . . . . . . . . . . .
L’Auberge de Sedona . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lexington Hotel New York . . . . . . . . . . . . . . . . . . . . . . . .
Orchards Inn Sedona . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Renaissance Charleston Historic District . . . . . . . . . . . . . . .
Renaissance Worthington . . . . . . . . . . . . . . . . . . . . . . . . .
Salt Lake City Marriott Downtown . . . . . . . . . . . . . . . . . .
Sheraton Suites Key West . . . . . . . . . . . . . . . . . . . . . . . . .
Shorebreak Hotel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Landing Resort & Spa . . . . . . . . . . . . . . . . . . . . . . . .
The Lodge at Sonoma, a Renaissance Resort & Spa . . . . . .
Vail Marriott Mountain Resort & Spa . . . . . . . . . . . . . . . .
Westin Fort Lauderdale Beach Resort . . . . . . . . . . . . . . . .
Westin San Diego . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Westin Washington D.C. City Center . . . . . . . . . . . . . . . . .

(1) As a percentage of gross revenues.

Base
Management
Fee(1)

Incentive
Management
Fee(2)

FF&E Reserve
Contribution(1)

2%(3)
3%
2.5%
2.5%

2%(7)
1.5%(9)
6%
1.75%

2.5%(11)

2.25%
3%
2%

1.5%(13)

3%
2.75%
3.5%
2.5%

2.25%(14)
3%
2.25%(14)

3.5%
3%
2%(16)
3%
2.5%

1.25%(17)
3%
3%
2%

1.5%(13)

25%
50%(4)
20%
5%
18%(8)
10%
25%
15%
10%
15%
10%
10%
10%
20%
15%
20%
10%
15%
20%
15%
20%
25%
20%
10%
15%
15%
20%
20%
15%
10%
15%

5%
5%(5)
4%
4%
5%
4%
4%
4%
2%(12)
4%
4%
4%
4%
4%
4%
4%
4%
2%(15)
5%
2%(15)
5%
5%
5%
4%
4%
2%(15)
5%
4%
4%
4%
4%

(2) As a percentage of hotel operating profits above a specified return on our invested capital or specified

operating profit thresholds.

(3) The base management fee is 2% of gross revenues between February 2018 and January 2021 and will

increase to 3% of gross revenues thereafter through the remainder of the term.

(4) The owner’s priority expires in 2028, after which the manager will receive 50% of the hotel’s operating

profits.

(5) The contribution is reduced to 1% until operating profits exceed an owner’s priority of $4.4 million.

(6) We terminated the management agreement with Marriott effective January 14, 2020. As of January 15,
2020, the hotel is managed by Interstate Hotels & Resorts. Under the management agreement with
Interstate Hotels & Resorts, base management fees are 1% of total revenues, incentive management
fees are 15% of operating profit exceeding owner’s priority, and the FF&E reserve contribution is 4%
of total revenues.

(7) The base management fee decreased from 3.0% to 2.0% for October 2017 through September 2021 and

will then revert back to 3% for the remainder of the term.

(8) Calculated as 18% of net operating income. There is no owner’s priority; however, the Company’s

contribution to the hotel’s multi-year property renovation is treated as a deduction in calculating net
operating income.

(9) The base management fee is a sum of 1.5% of gross revenues and 1.5% of gross operating profit.

(10) The hotel is currently closed as a result of the physical damage incurred from Hurricanes Irma and

Maria. We entered into a management agreement with Aimbridge Hospitality, effective April 5, 2019.

(11) Base management fees are calculated are 2.5% of total operating revenues beginning on the opening
date of the hotel, decreases to 2% beginning on the second anniversary of the opening date, and
decreases to 1.5% beginning on the third anniversary of the opening date through the remainder of the
term.

(12) The contribution is 2% of total operating revenues beginning on the opening date of the hotel,

increases to 3% on the first anniversary of the opening date, and increases to 4% on the second
anniversary of the opening date through the remainder of the term.

(13) Total management fees are capped at 2.5% of gross revenues.

(14) Prior to October 2019, the base management fee was 1.0% of gross revenues under the previous hotel

manager.

(15) The contribution increases to 3% beginning October 2020 and increases to 4% beginning October 2021

through the remainder of the term.

(16) The base management fee decreased from 3% to 1.5% beginning May 2016 and increased to 2.0% in

May 2018 and will increase to 3.0% in May 2021 through the remainder of the term.

(17) Prior to October 2019, the base management fee was 1.5% of gross revenues under the previous hotel

manager.

Additional information regarding fees incurred under hotel management agreements can be found

in Note 11 to our accompanying consolidated financial statements.

Franchise Agreements

The following table sets forth the terms of the hotel franchise agreements for our 14 franchised

hotels:

Franchised Hotels

Expiration Date of
Agreement

Courtyard Denver Downtown . . . . . . . . . 10/2027
Courtyard Manhattan/Midtown East
. . . . 8/2042
Frenchman’s Reef & Morning Star Beach

Franchise Fee

5.5% of gross room sales(1)
6% of gross room sales

Resort(2) . . . . . . . . . . . . . . . . . . . . . To be determined(2) Ranging from 5% to 6% of gross room sales

The Gwen Chicago . . . . . . . . . . . . . . . . 9/2035
Hilton Boston Downtown . . . . . . . . . . . . 7/2022

Hilton Burlington . . . . . . . . . . . . . . . . . 7/2032

Hilton Garden Inn New York/Times

Square Central

. . . . . . . . . . . . . . . . . 6/2033

JW Marriott Denver at Cherry Creek . . . 10/2026

Lexington Hotel New York . . . . . . . . . . 3/2032
Sheraton Suites Key West(6) . . . . . . . . . 2/2026
Vail Marriott Mountain Resort & Spa . . . 12/2021

Westin Fort Lauderdale Beach Resort . . . 12/2034

Westin San Diego . . . . . . . . . . . . . . . . . 12/2030

Westin Washington D.C. City Center . . . . 12/2030

and up to 3% of gross food and beverage
sales(3)
4% of gross room sales(4)
5% of gross room sales and 3% of gross food
and beverage sales; program fee of 4% of gross
room sales
5% of gross room sales and 3% of gross food
and beverage sales; program fee of 4% of gross
room sales(5)

5% of gross room sales; program fee of 4.3% of
gross room sales
6% of gross room sales and 3% of gross food
and beverage sales
5% of gross room sales
5% of gross room sales
6% of gross room sales plus 3% of gross food
and beverage sales
6% of gross room sales and 2% of gross food
and beverage sales
7% of gross room sales and 3% of gross food
and beverage sales
7% of gross room sales and 3% of gross food
and beverage sales

(1)

In October 2017, the franchise fee was reduced to 4.5% of gross room sales. The franchise fee reverted back
to 5.5% of gross room sales beginning October 2019.

(2) The hotel is currently closed as a result of the physical damage incurred from Hurricanes Irma and Maria and
is schedule to re-open at the end of 2020 as two separate hotels. We entered into two separate franchise
agreements with Marriott on October 4, 2019, which expire on the 20th anniversary of each of the hotels’
opening dates.

(3) The franchise fees, which currently range from 5% to 6% of gross room sales and up to 3% of gross food and
beverage sales beginning on the opening date of the hotels, decrease to 3% to 4% of gross room sales and up
to 2% of gross food and beverage sales on the second anniversary of the opening dates, increase to 4% to 5%
of gross room sales and up to 2.5% of gross food and beverage sales on the fourth anniversary of the opening
dates, and increase to 5% to 6% of gross room sales and up to 3% of gross food and beverage sales on the
fifth anniversary of the opening dates through the remainder of the term.

(4) The franchise fee will increase to 4.5% of gross room sales beginning September 2020 through the remainder

of the term.

(5) Prior to August 2018, the franchise fee was 3% of gross room sales. The franchise fee increased to 4% of
gross room sales beginning August 2018 and increased to 5% of gross room sales beginning August 2019
through the remainder of the term.

(6) On November 26, 2019, we gave notice to terminate the management agreement with Marriott, effective

May 31, 2020. As of June 1, 2020, the hotel will be independent.

Subsequent to December 31, 2019, we entered into a franchise agreement with Marriott for the

Westin Boston Waterfront Hotel. The franchise agreement expires in December 2026. Under the

franchise agreement with Marriott, franchise fees are 5% of gross room sales and 1% of gross food and
beverage sales. In January 2023, the franchise fee will increase to 6% of gross room sales and 2% of
gross food and beverage sales. In January 2026, the franchise fee will increase to 7% of gross room
sales and 3% of gross food and beverage sales through the remainder of the term.

Additional information regarding fees incurred under franchise agreements can be found in

Note 11 to our accompanying consolidated financial statements.

Mortgage Debt

Eight of our hotels are encumbered by mortgage debt. Additional information regarding such

hotels can be found in Note 8 to our accompanying consolidated financial statements.

Ground Leases

Nine of our hotels and one parking garage are subject to ground lease agreements. Additional
information regarding our hotels that are subject to ground leases can be found in Notes 4 and 12 to
our accompanying consolidated financial statements.

Item 3. Legal Proceedings

Litigation

We are subject to various claims, lawsuits and legal proceedings, including routine litigation arising
in the ordinary course of business, regarding the operation of our hotels and Company matters. While
it is not possible to ascertain the ultimate outcome of such matters, management believes that the
aggregate amount of such liabilities, if any, in excess of amounts covered by insurance, will not have a
material adverse impact on our financial condition or results of operations. The outcome of claims,
lawsuits and legal proceedings brought against the Company, however, is subject to significant
uncertainties.

On August 13, 2018, the Company brought suit against certain of its property insurers in

St. Thomas, U.S. Virgin Islands, over the amount of the coverage the insurers owe the Company as a
result of the damage caused to Frenchman’s Reef by Hurricane Irma. On September 28, 2018, certain
of the Company’s property insurers brought a similar suit against the Company in New York seeking a
declaration that the insurers do not owe the full amount of the Company’s claim. In December 2019,
the Company and each of the insurers remaining in the lawsuit settled the claim for $246.8 million, of
which $238.5 million related to Frenchman’s Reef and $8.3 million related to amounts previously
agreed to for the Havana Cabana Key West. The settlement amount includes proceeds previously
received of $85.0 million and $10.0 million during the years ended December 31, 2018 and 2017,
respectively. As of February 28, 2020, the Company has received all the proceeds of the settlement and
the suit has been dismissed in both St. Thomas, U.S. Virgin Islands and New York.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of

Part II

Equity Securities

Market Information

Our common stock trades on the NYSE under the symbol ‘‘DRH’’. The closing price of our

common stock on the NYSE on December 31, 2019 was $11.08 per share.

Stock Performance Graph

The following graph compares the five-year cumulative total stockholder return on our common

stock against the cumulative total returns of the Standard & Poor’s 500 Index (the ‘‘S&P 500 Total
Return’’) and the Dow Jones U.S. Hotels & Lodging REITs Index (the ‘‘Dow Jones U.S. Hotels Total
Return’’). We believe the Dow Jones U.S. Hotels & Lodging REITs Index’s total return provides a
relevant industry sector comparison to our common stock’s total stockholder return given the index is
based on REITs that primarily invest in lodging real estate.

The graph assumes an initial investment on December 31, 2014 of $100 in our common stock in

each of the indices and also assumes the reinvestment of dividends. The total return values do not
include dividends declared, but not paid, during the period.

$200.00

$150.00

$100.00

$50.00

5 Year Total Returns Graph

DiamondRock Hospitality Total Return

S&P 500 Total Return

Dow Jones US Hotels Total Return

12/31/14

12/31/15

12/30/16

12/29/17

12/31/18

29FEB202001154987
12/31/19

2014

2015

2016

2017

2018

2019

Year Ended December 31,

DiamondRock Hospitality Company Total

Return . . . . . . . . . . . . . . . . . . . . . . . . .
S&P 500 Total Return . . . . . . . . . . . . . . .
Dow Jones U.S. Hotels Total Return . . . . .

$100.00
$100.00
$100.00

$ 67.69
$101.38
$ 72.62

$ 85.17
$113.51
$ 90.24

$ 87.19
$138.29
$ 96.31

$ 72.45
$132.23
$ 84.29

$ 93.94
$173.86
$ 97.72

This performance graph shall not be deemed ‘‘filed’’ for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended, or incorporated by reference into any filing by us under the

Securities Act of 1933, as amended (the ‘‘Securities Act’’), except as shall be expressly set forth by
specific reference in such filing.

Dividend Information

In order to maintain our qualification as a REIT, we must make distributions to our stockholders

each year in an amount equal to at least:

(cid:127) 90% of our REIT taxable income, determined without regard to the dividends paid deduction

and excluding net capital gains, plus

(cid:127) 90% of the excess of our net income from foreclosure property over the tax imposed on such

income by the Code, minus

(cid:127) any excess non-cash income.

We generally pay quarterly cash dividends to common stockholders at the discretion of our board

of directors.

Stockholder Information

As of February 21, 2020, there were 15 record holders of our common stock and we believe we
have more than one thousand beneficial holders. As of February 21, 2020, there were 13 holders of OP
units (in addition to the Company).

In order to comply with certain requirements related to our qualification as a REIT, our charter,

subject to certain exceptions, limits the number of common shares that may be owned by any single
person or affiliated group to 9.8% of the outstanding common shares.

Equity Compensation Plan Information

The following table provides information as of December 31, 2019 regarding shares of common

stock that may be issued under the Company’s equity compensation plans.

Plan Category

Equity compensation plans approved

Number of Securities
to be Issued Upon
Exercise of

Weighted-Average
Exercise Price of

Outstanding Options, Outstanding Options,
Warrants and Rights Warrants and Rights

Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))

(a)

(b)

(c)

by security holders . . . . . . . . . . . . .

1,986,173(1)

—(2)

4,730,978

Equity compensation plans not

approved by security holders . . . . . .

—

Total . . . . . . . . . . . . . . . . . . . . . . . . .

1,986,173

—

4,730,978

(1) Includes 1,189,641 shares of common stock issuable pursuant to our deferred compensation plan
and 796,532 shares of common stock issuable upon the achievement of certain performance
conditions.

(2) Performance stock units and deferred stock units do not have any exercise price.

Fourth Quarter 2019 Repurchases of Equity Securities

Period

Total Number of
Shares
Purchased

Average Price
Paid per Share

Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs

Maximum Dollar
Amount that May
Yet be Purchased
Under the Plans
or Programs
(in thousands)(1)

October 1 - October 31, 2019 . . . . . . .
November 1 - November 30, 2019 . . . .
December 1 - December 31, 2019 . . . .

—
3,150(2)
—

$ —
$10.21
$ —

—
—
—

$175,156
$175,156
$175,156

(1) Represents amounts available under the Company’s share repurchase program. To facilitate

repurchases, we make purchases pursuant to a trading plan under Rule 10b5-1 of the Exchange
Act, which allows us to repurchase shares during periods when we otherwise may be prevented
from doing so under insider trading laws or because of self-imposed trading blackout periods. The
share repurchase program may be suspended or terminated at any time without prior notice. On
November 2, 2018, our board of directors increased the authorization under the share repurchase
program from $150 million to $250 million. Our share repurchase program will be effective until
November 6, 2020.

(2) Reflects shares surrendered to the Company by employees for payment of tax withholding

obligations in connection with the vesting of restricted stock.

Fourth Quarter 2019 Sales of Unregistered Securities

On December 26, 2019, 4,553 OP units were redeemed for 4,553 shares of our common stock.
These shares of our common stock were issued in reliance on an exemption from registration under
Section 4(a)(2) of the Securities Act.

Item 6. Selected Financial Data

The selected historical financial information as of and for the years ended December 31, 2019,

2018, 2017, 2016 and 2015 has been derived from our audited historical financial statements. The
selected historical financial data should be read in conjunction with ‘‘Management’s Discussion and
Analysis of Financial Condition and Results of Operations,’’ the consolidated financial statements as of
December 31, 2019 and 2018 and for the years ended December 31, 2019, 2018 and 2017, and the
related notes contained elsewhere in this Annual Report on Form 10-K.

Year Ended December 31,

2019

2018

2017

2016

2015

(in thousands)

Revenues:
Rooms . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Food and beverage . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 661,153
215,261
61,677

$631,048
184,097
48,559

$635,932
183,049
51,024

$650,624
194,756
51,178

$673,578
208,173
49,239

Total revenues . . . . . . . . . . . . . . . . . . . . . . .

938,091

863,704

870,005

896,558

930,990

Operating expenses:
Rooms . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Food and beverage . . . . . . . . . . . . . . . . . . . .
Management fees . . . . . . . . . . . . . . . . . . . . .
Franchise fees . . . . . . . . . . . . . . . . . . . . . . . .
Other hotel expenses . . . . . . . . . . . . . . . . . . .
Impairment losses . . . . . . . . . . . . . . . . . . . . .
Hotel acquisition costs . . . . . . . . . . . . . . . . .
Corporate expenses . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . .
Business interruption insurance income . . . . .
Gain on property insurance settlement . . . . . .

166,937
137,916
25,475
26,932
333,505
—
—
28,231
118,110
(8,822)
(144,192)

158,078
118,709
22,159
26,178
296,535
—
—
28,563
104,524
(19,379)
(1,724)

158,534
120,460
21,969
23,970
278,302
3,209
2,028
26,711
99,090
(4,051)
—

159,151
125,916
30,143
21,817
280,988
—
—
23,629
97,444
—
—

163,549
137,297
30,633
22,022
295,601
10,461
949
24,061
101,143
—
—

Total operating expenses . . . . . . . . . . . . . . . .

684,092

733,643

730,222

739,088

785,716

Interest and other income, net . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . .
Gain on repayments of notes receivable . . . . .
Loss (gain) on sales of hotel properties, net . .
Loss on early extinguishment of debt . . . . . . .

(1,197)
46,584
—
—
2,373

Income before income taxes . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . .

206,239
(22,028)

(1,806)
40,970
—
—
—

90,897
(3,101)

(1,820)
38,481
—
764
274

102,084
(10,207)

(762)
41,735
—
(10,698)
—

127,195
(12,399)

(688)
52,684
(3,927)
—
—

97,205
(11,575)

Net income . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net income attributable to

184,211

87,796

91,877

114,796

85,630

noncontrolling interests . . . . . . . . . . . . . . .

(724)

(12)

—

Net income attributable to common

stockholders . . . . . . . . . . . . . . . . . . . . . . .

$ 183,487

$ 87,784

$ 91,877

$114,796

$ 85,630

Year Ended December 31,

2019

2018

2017

2016

2015

(in thousands, except for per share data)

Earnings per share:
Net income per share attributable to common stockholders,

basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$0.91

$0.43

$0.46

$0.57

$0.43

Net income per share attributable to common stockholders,

diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$0.90

$0.43

$0.46

$0.57

$0.43

Other data:
Dividends declared per common share . . . . . . . . . . . . . . . . . . .

$0.50

2019

2018

2017

2016

2015

As of December 31,

(in thousands)

Balance sheet data:
. . . . . . .
Property and equipment, net
Cash and cash equivalents . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . .
Stockholders’ equity . . . . . . . . . . . . . .

$3,026,769
122,524
3,425,766
1,090,099
1,504,704
1,912,490

$2,944,617
43,863
3,197,580
977,966
1,306,987
1,882,897

$2,692,286
183,569
3,100,858
937,792
1,267,213
1,833,645

$2,646,676
243,095
3,050,908
920,539
1,214,121
1,836,787

$2,882,176
213,584
3,312,510
1,169,749
1,487,905
1,824,605

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and
related notes thereto included elsewhere in this report. This discussion contains forward-looking statements
about our business. These statements are based on current expectations and assumptions that are subject to
risks and uncertainties. Actual results could differ materially because of factors discussed in ‘‘Special Note
About Forward-Looking Statements’’ and ‘‘Risk Factors’’ contained in this Annual Report on Form 10-K
and in our other reports that we file from time to time with the SEC.

Overview

DiamondRock Hospitality Company is a lodging-focused real estate company operating as a REIT

for federal income tax purposes that owns a portfolio of premium hotels and resorts. As of
December 31, 2019, we owned a portfolio of 31 premium hotels and resorts that contain 10,102 guest
rooms located in 21 different markets in North America and the U.S. Virgin Islands. Our hotel in the
U.S. Virgin Islands, Frenchman’s Reef, is currently closed due to damage incurred by Hurricanes Irma
and Maria in September 2017 and is scheduled to re-open at the end of 2020 as two separate hotels.

As an owner, rather than an operator, of lodging properties, we receive all of the operating profits
or losses generated by our hotels after the payment of fees due to hotel managers, which are calculated
based on the revenues and profitability of each hotel.

Key Indicators of Financial Condition and Operating Performance

We use a variety of operating and other information to evaluate the financial condition and
operating performance of our business. These key indicators include financial information that is
prepared in accordance with U.S. Generally Accepted Accounting Principles (‘‘U.S. GAAP’’), as well as
other financial information that is not prepared in accordance with U.S. GAAP. In addition, we use
other information that may not be financial in nature, including statistical information and comparative
data. We use this information to measure the performance of individual hotels, groups of hotels and/or

our business as a whole. We periodically compare historical information to our internal budgets as well
as industry-wide information. These key indicators include:

(cid:127) Occupancy percentage;

(cid:127) Average Daily Rate (or ADR);

(cid:127) Rooms Revenue per Available Room (or RevPAR);

(cid:127) Earnings Before Interest, Income Taxes, Depreciation and Amortization (or EBITDA),

EBITDAre, and Adjusted EBITDA; and

(cid:127) Funds From Operations (or FFO) and Adjusted FFO.

Occupancy, ADR and RevPAR are commonly used measures within the hotel industry to evaluate

operating performance. RevPAR, which is calculated as the product of ADR and occupancy percentage,
is an important statistic for monitoring operating performance at the individual hotel level and across
our business as a whole. We evaluate individual hotel RevPAR performance on an absolute basis with
comparisons to budget and prior periods, as well as on a company-wide basis. ADR and RevPAR
include only room revenue. Room revenue comprised approximately 70% of our total revenues for the
year ended December 31, 2019 and is dictated by demand, as measured by occupancy percentage,
pricing, as measured by ADR, and our available supply of hotel rooms.

Our ADR, occupancy percentage and RevPAR performance may be impacted by macroeconomic

factors such as U.S. economic conditions generally, regional and local employment growth, personal
income and corporate earnings, office vacancy rates and business relocation decisions, airport and other
business and leisure travel, new hotel construction and the pricing strategies of competitors. In
addition, our ADR, occupancy percentage and RevPAR performance is dependent on the continued
success of our hotels’ global brands.

We also use EBITDA, EBITDAre, Adjusted EBITDA, FFO and Adjusted FFO as measures of the

financial performance of our business. See ‘‘Non-GAAP Financial Measures.’’

Overview of 2019

Key highlights for 2019 include the following:

Financing Activity. On July 25, 2019, we entered into an amended and restated credit agreement
that provides for a $400 million senior unsecured revolving credit facility and a five-year $350 million
unsecured term loan. We used the proceeds from the new term loan to repay our previously existing
$100 million and $200 million term loans. The senior unsecured credit facility matures in July 2023,
with a one-year extension option, and the term loan matures in July 2024.

Insurance Settlement. Frenchman’s Reef is currently closed due to damage incurred by Hurricanes

Irma and Maria in September 2017 and is expected to re-open at the end of 2020 as two separate
hotels. In December 2019, the Company and the insurers reached a definitive settlement of our
outstanding insurance claim related to Hurricane Irma. Under the terms of the settlement agreement,
we agreed to resolve the claim for total insurance payments of $246.8 million, of which $238.5 million
related to Frenchman’s Reef and $8.3 million related to amounts previously agreed to for the Havana
Cabana Key West. The settlement amount includes proceeds previously received of $85.0 million and
$10.0 million during the years ended December 31, 2018 and 2017, respectively. During the year ended
December 31, 2019, we recognized $8.8 million of business interruption insurance income under the
insurance claim.

Outlook for 2020

Although economic indicators such as GDP growth, corporate earnings, consumer confidence and
employment reflect a stable U.S. economy, we expect RevPAR growth to modestly decelerate in 2020,
due to growth in the supply of competitive accommodations and the negative impact on travel demand
related to the expanding outbreak of Coronavirus and the United States presidential election.

Our portfolio is primarily composed of destination resorts and hotels in the 25 largest urban
markets. We expect our destination hotels will continue to outperform the broader U.S. market as a
result of strong, secular demand for experiential travel, low growth in competitive supply, and
investments to renovate and resposition hotels, including non-room revenue sources such as
re-imagined spa and food and beverage outlets. RevPAR growth at hotels in the 25 largest urban
markets has generally trailed the national average in recent years due to significant growth in the
competitive supply. In 2020, we expect our urban hotels will benefit from favorable citywide event
calendars. Our portfolio entered 2020 with group booking pace, as measured by revenue, 14.1% ahead
of the same time last year. Group revenues comprise approximately one-third of our total rooms
revenue. We anticipate industry profit growth will be challenged by rising labor costs, but we continue
to work closely with our hotel managers to identify operating efficiencies.

We continue to invest in our hotels to maximize profitability and long-term value creation.
Following $103 million of hotel renovations and capital improvements at operating hotels in 2019, we
expect modestly lower renovation disruption in 2020.

Despite the expectation of slow growth for the U.S. lodging industry, we enter 2020 with several

favorable factors, including: (1) ownership of a high-quality portfolio concentrated in urban and resort
locations; (2) favorable market strength in the Boston and Chicago markets; (3) internal growth from
the continuation of our asset management initiatives; (4) a low leveraged capital structure relative to
our peers; and (5) an unrestricted cash balance of $123 million and $325 million of borrowing capacity
available under our senior unsecured credit facility.

Results of Operations

Discussion of the comparison of the results of operations from the year ended December 31, 2018
to the year ended December 31, 2017 is found in our Annual Report on Form 10-K for the year ended
December 31, 2018 under Part II, Item 7, which was filed with the SEC on February 26, 2019.

The following table sets forth certain operating information for the year ended December 31, 2019

for each of the hotels we owned during 2019.

Property(1)

Location

Number of
Rooms

% Change
from 2018
Occupancy (%) ADR($) RevPAR($) RevPAR(2)

. . . . . . . . . . . . . . . . . . Chicago, Illinois

Chicago Marriott
Westin Boston Waterfront Hotel
. . . . . . . . . Boston, Massachusetts
Lexington Hotel New York . . . . . . . . . . . . . New York, New York
Salt Lake City Marriott Downtown . . . . . . . . Salt Lake City, Utah
Renaissance Worthington . . . . . . . . . . . . . . Fort Worth, Texas
Westin San Diego . . . . . . . . . . . . . . . . . . San Diego, California
Westin Fort Lauderdale Beach Resort
Westin Washington, D.C. City Center
Hilton Boston Downtown . . . . . . . . . . . . . Boston, Massachusetts
Vail Marriott Mountain Resort & Spa . . . . . . Vail, Colorado
Marriott Atlanta Alpharetta . . . . . . . . . . . . Atlanta, Georgia
Courtyard Manhattan/Midtown East
The Gwen Chicago . . . . . . . . . . . . . . . . . Chicago, Illinois
Hilton Garden Inn New York City/Times

. . . . . . Fort Lauderdale, Florida
. . . . . . Washington, D.C.

. . . . . . . New York, New York

Square Central

. . . . . . . . . . . . . . . . . . New York, New York

Bethesda Marriott Suites . . . . . . . . . . . . . . Bethesda, Maryland
Hilton Burlington . . . . . . . . . . . . . . . . . . Burlington, Vermont
Hotel Palomar Phoenix . . . . . . . . . . . . . . . Phoenix, Arizona
JW Marriott Denver at Cherry Creek . . . . . . Denver, Colorado
Courtyard Manhattan/Fifth Avenue . . . . . . . . New York, New York
Sheraton Suites Key West
The Lodge at Sonoma, a Renaissance Resort &

. . . . . . . . . . . . . Key West, Florida

Spa . . . . . . . . . . . . . . . . . . . . . . . . . Sonoma, California

. . . . . . . . . . . . . . . . . . Huntington Beach, California

Courtyard Denver Downtown . . . . . . . . . . . Denver, Colorado
Renaissance Charleston Historic District . . . . . Charleston, South Carolina
Shorebreak Hotel
Cavallo Point, The Lodge at the Golden Gate . Sausalito, California
Havana Cabana Key West(3)
Hotel Emblem(4) . . . . . . . . . . . . . . . . . . San Francisco, California
L’Auberge de Sedona . . . . . . . . . . . . . . . . Sedona, Arizona
The Landing Resort & Spa . . . . . . . . . . . . South Lake Tahoe, California
Orchards Inn Sedona . . . . . . . . . . . . . . . . Sedona, Arizona

. . . . . . . . . . . Key West, Florida

1,200
793
725
510
504
436
433
410
403
344
318
321
311

282
272
258
242
199
189
184

182
177
166
157
142
106
96
88
82
70

Total/Weighted Average . . . . . . . . . . . . . . .

9,600

73.0%
77.4%
90.7%
68.5%
74.5%
79.0%
82.4%
86.3%
88.5%
62.1%
71.0%
96.1%
83.5%

98.6%
72.6%
81.1%
82.7%
72.4%
88.1%
74.8%

73.7%
78.4%
84.2%
76.0%
64.8%
89.7%
80.2%
78.1%
61.7%
75.6%

79.1%

$227.32
249.76
259.81
172.21
186.10
190.09
202.58
206.61
301.21
307.45
165.41
261.60
258.98

255.13
175.72
190.61
187.43
253.48
259.33
260.28

308.37
198.23
263.88
259.74
466.43
210.68
241.09
627.73
322.45
249.86

$165.98
193.34
235.65
117.88
138.67
150.12
166.99
178.26
266.64
190.86
117.46
251.32
216.13

251.68
127.58
154.50
155.00
183.45
228.35
194.70

227.27
155.50
222.23
197.50
302.02
189.07
193.28
489.99
198.80
188.99

$238.63

$188.75

(2.3)%
3.4%
3.4%
(2.3)%
(0.8)%
(5.2)%
4.4%
(0.6)%
1.9%
13.1%
(0.8)%
1.6%
2.7%

(1.3)%
6.4%
1.1%
5.7%
(8.9)%
(8.6)%
(8.5)%

4.2%
(2.4)%
3.9%
0.6%
(1.0)%
38.9%
15.9%
7.0%
6.9%
(2.5)%

0.9%

(1)

Frenchman’s Reef closed on September 6, 2017 due to Hurricane Irma and remains closed. Accordingly, there is no operating
information for the year ended December 31, 2019.

(2)

The percentage change from 2018 RevPAR reflects the comparable period in 2018 to our 2019 ownership period for all hotels.

(3) Havana Cabana Key West closed on September 6, 2017 due to Hurricane Irma and reopened in April 2018. Accordingly, there is no

operating information for the period from January 1, 2018 to March 31, 2018. The RevPAR change from 2018 compares the period from
April 1, 2019 to December 31, 2019 to the comparable period of 2018.

(4) Hotel Emblem closed on September 4, 2018 for a comprehensive renovation. Accordingly, there is no operating information for the
period from September 4, 2018 to December 31, 2018. The RevPAR change from 2018 compares the period from January 1, 2019 to
September 4, 2019 to the comparable period of 2018.

Comparison of the Year Ended December 31, 2019 to the Year Ended December 31, 2018

Revenue. Revenue consists primarily of the room, food and beverage and other operating

revenues from our hotels, as follows (in millions):

Year Ended
December 31,

2019

2018

% Change

Rooms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Food and beverage . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$661.2
215.3
61.6

$631.0
184.1
48.6

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$938.1

$863.7

4.8%
16.9
26.7

8.6%

Our total revenues increased $74.4 million from $863.7 million for the year ended December 31,
2018 to $938.1 million for the year ended December 31, 2019. The increase includes amounts that are
not comparable year-over-year as follows:

(cid:127) $2.9 million increase from the Havana Cabana Key West, which was closed on September 6,

2017 due to Hurricane Irma and re-opened in April 2018.

(cid:127) $3.1 million increase from Hotel Emblem, which closed beginning September 4, 2018 for a

comprehensive renovation and re-opened in January 2019.

(cid:127) $1.2 million increase from The Landing Resort & Spa, which was acquired on March 1, 2018.

(cid:127) $4.5 million increase from the Hotel Palomar Phoenix, which was acquired on March 1, 2018.

(cid:127) $37.9 million increase from Cavallo Point, which was acquired on December 12, 2018.

Excluding these non-comparable amounts our total revenues increased $24.8 million, or 2.9%.

The following are key hotel operating statistics for the years ended December 31, 2019 and 2018.
The 2018 amounts reflect the period in 2018 comparable to our ownership period in 2019 for the The
Landing Resort & Spa, Hotel Palomar Phoenix and Cavallo Point. The amounts exclude the results
from Frenchman’s Reef for all periods presented, the Havana Cabana Key West from January 1 to
March 31, 2019 and the respective period of 2018 and Hotel Emblem from September 1 to
December 31, 2019 and the respective period of 2018.

Year Ended
December 31,

2019

2018

% Change

Occupancy % . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ADR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
RevPAR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

79.0%

$238.52
$188.51

78.9% 0.1%
0.8%
0.9%

$236.71
$186.75

Food and beverage revenues increased $31.2 million from the year ended December 31, 2018,

which includes amounts that are not comparable year-over-year as follows:

(cid:127) $0.2 million increase from Hotel Emblem, which closed beginning September 4, 2018 for a

comprehensive renovation and re-opened in January 2019.

(cid:127) $0.3 million increase from the Havana Cabana Key West, which was closed on September 6,

2017 due to Hurricane Irma and re-opened in April 2018.

(cid:127) $0.3 million increase from The Landing Resort & Spa, which was acquired on March 1, 2018.

(cid:127) $1.7 million increase from the Hotel Palomar Phoenix, which was acquired on March 1, 2018.

(cid:127) $15.9 million increase from Cavallo Point, which was acquired on December 12, 2018.

Excluding these non-comparable amounts, food and beverage revenues increased $12.8 million, or

7.0%. The increase is primarily due to higher banquet and audio visual revenues and, to a lesser extent,
higher outlet revenue.

Other revenues increased $13.0 million from the year ended December 31, 2018, which includes

amounts that are not comparable year-over-year as follows:

(cid:127) $0.3 million increase from Hotel Emblem, which closed beginning September 4, 2018 for a

comprehensive renovation and re-opened in January 2019.

(cid:127) $0.3 million increase from the Havana Cabana Key West, which was closed on September 6,

2017 due to Hurricane Irma and re-opened in April 2018.

(cid:127) $0.2 million increase from The Landing Resort & Spa, which was acquired on March 1, 2018.

(cid:127) $0.1 million increase from the Hotel Palomar Phoenix, which was acquired on March 1, 2018.

(cid:127) $7.4 million increase from Cavallo Point, which was acquired on December 12, 2018.

Excluding non-comparable amounts, other revenues, which primarily represent spa, parking, resort

fees and attrition and cancellation fees, increased by $4.7 million, or 9.7%. This increase is primarily
due to higher resort fees and attrition and cancellation fees, offset by a decrease in spa revenue due to
the renovation of our spa at the Vail Marriott Mountain Resort & Spa in 2019.

Hotel operating expenses. The operating expenses consisted of the following (in millions):

Year Ended
December 31,

2019

2018

% Change

Rooms departmental expenses . . . . . . . . . . . . . . . . . . .
Food and beverage departmental expenses . . . . . . . . . .
Other departmental expenses . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . .
Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repairs and maintenance . . . . . . . . . . . . . . . . . . . . . . .
Sales and marketing . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchise fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Base management fees . . . . . . . . . . . . . . . . . . . . . . . . .
Incentive management fees . . . . . . . . . . . . . . . . . . . . . .
Property taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other fixed charges . . . . . . . . . . . . . . . . . . . . . . . . . . .
Severance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Uninsured costs related to natural disasters . . . . . . . . . .
Lease expense (cash and non-cash) . . . . . . . . . . . . . . . .

$166.9
137.9
15.7
83.3
20.6
35.3
66.9
26.9
19.8
5.7
57.6
23.7
—
17.8
12.7

$158.1
118.7
10.4
75.4
20.7
32.4
61.1
26.2
16.4
5.8
55.5
14.5
10.9
3.9
11.7

5.6%
16.2
51.0
10.5
(0.5)
9.0
9.5
2.7
20.7
(1.7)
3.8
63.4
(100.0)
356.4
8.5

Total hotel operating expenses . . . . . . . . . . . . . . . . . . .

$690.8

$621.7

11.1%

Our hotel operating expenses increased $69.1 million from $621.7 million for the year ended

December 31, 2018 to $690.8 million for the year ended December 31, 2019. The increase in hotel
operating expenses includes amounts that are not comparable year-over-year as follows:

(cid:127) $19.0 million increase from Frenchman’s Reef, which was closed on September 6, 2017 due to
Hurricane Irma and remained closed through 2019. In connection with the termination of the
hotel manager of Frenchman’s Reef in February 2018, we recognized $2.2 million of accelerated
amortization of key money during the year ended December 31, 2018. This amortization reduced
base management fees and is included in base management fees above. The increase is primarily
due to an increase in legal and professional fees incurred in connection with the insurance claim
and related litigation.

(cid:127) $1.1 million increase from Hotel Emblem, which closed beginning September 4, 2018 for a

comprehensive renovation and re-opened in January 2019.

(cid:127) $1.4 million increase from the Havana Cabana Key West, which was closed on September 6,

2017 due to Hurricane Irma and re-opened in April 2018.

(cid:127) $1.2 million increase from The Landing Resort & Spa, which was acquired on March 1, 2018.

(cid:127) $2.8 million increase from the Hotel Palomar Phoenix, which was acquired on March 1, 2018.

(cid:127) $27.7 million increase from Cavallo Point, which was acquired on December 12, 2018.

For the year ended December 31, 2019, we accrued $2.5 million of termination fees included
within other fixed charges related to the pending termination of the franchise agreement for Sheraton
Suites Key West. We provided notice to Marriott on November 26, 2019 that we intend to terminate
the management agreement effective May 31, 2020.

For the year ended December 31, 2018, we incurred $10.9 million of severance costs related to
payments made to unionized employees under a voluntary buyout program at the Lexington Hotel New
York.

Excluding the non-comparable amounts described above, hotel operating expenses increased

$24.3 million, or 4.0%, from the year ended December 31, 2018.

Depreciation and amortization. Our depreciation and amortization expense increased $13.6 million

from the year ended December 31, 2018. The increase is primarily due to incremental depreciation
from our 2018 hotel acquisitions and capital expenditures from our recent hotel renovations.

Corporate expenses. Corporate expenses principally consist of employee-related costs, including
base payroll, bonus and restricted stock. Corporate expenses also include corporate operating costs,
professional fees and directors’ fees. Our corporate expenses decreased $0.4 million, from $28.6 million
for the year ended December 31, 2018 to $28.2 million for the year ended December 31, 2019. The
decrease is primarily due to a decrease in severance costs and employee compensation expenses.

Business interruption insurance income.

In September 2017, Hurricane Irma caused significant

damage to Frenchman’s Reef and the Havana Cabana Key West. In October 2017, The Lodge at
Sonoma was closed for ten days due to nearby wildfires. These natural disasters resulted in lost revenue
and additional expenses covered under our insurance policy. For the year ended December 31, 2019,
we recognized $8.8 million of business interruption insurance income related to the Frenchman’s Reef
insurance claim. For the year ended December 31, 2018, we recognized $19.4 million of business
interruption insurance income, which is in addition to $2.9 million of expense reimbursements from
insurance recorded within other hotel expenses on our accompanying consolidated statement of
operations.

The following table summarizes the business interruption insurance income by impacted hotel

property (in thousands):

Year Ended
December 31,

2019

2018

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Frenchman’s Reef
Havana Cabana Key West
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The Lodge at Sonoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$8,822
—
—

$16,090
2,137
1,152

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$8,822

$19,379

Gain on property insurance settlement.

In December 2019, we settled our insurance claim for the

property damage and business interruption related to Frenchman’s Reef. We recognized a gain on
insurance settlement of $144.2 million, which represents the net proceeds received in excess of the
carrying amount of the damaged property written off. In July 2018, we settled our insurance claim for
the property damage and business interruption related to the Havana Cabana Key West. We recognized
a gain on insurance settlement of $1.7 million, which represents the net proceeds received in excess of
the carrying amount of the damaged property written off.

Interest expense. Our interest expense was $46.6 million and $41.0 million for the years ended

December 31, 2019 and December 31, 2018, respectively, and is comprised of the following (in
millions):

Mortgage debt interest
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Term loan interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Credit facility interest and unused fees . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt issuance costs and debt premium . . . . . . . . . . .
Capitalized interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap mark-to-market and net settlements . . . . . . . . . . .

Year Ended
December 31,

2019

2018

$26.5
13.7
3.7
2.1
(1.9)
2.5

$27.1
10.6
1.2
2.1
—
—

$46.6

$41.0

The increase in interest expense is primarily related to the $50 million unsecured term loan,
funded in December 2018, increased borrowings under our senior unsecured credit facility, higher term
loan balances following refinancing in July 2019 and the mark-to-market of the interest rate swaps
entered into in January 2019 and July 2019. The increase is partially offset by capitalized interest
recognized related to the reconstruction of Frenchman’s Reef.

Loss on early extinguishment of debt. On July 25, 2019, we refinanced our senior unsecured credit
facility and unsecured term loans. In connection with the refinancing we repaid our previously existing
$100 million and $200 million term loans and recognized a $2.4 million loss on early extinguishment of
debt related to the write-off of certain unamortized debt issuance costs.

Income taxes. We recorded income tax expense of $22.0 million in 2019 and $3.1 million in 2018.
The 2019 income tax expense includes $1.2 million of income tax expense incurred on the $5.7 million
pre-tax income of our domestic TRSs and foreign income tax expense of $20.8 million incurred on the
$132.6 million pre-tax income of the TRS that owns Frenchman’s Reef. The 2018 income tax expense
includes $2.6 million of income tax expense incurred on the $7.9 million pre-tax income of our
domestic TRSs, foreign income tax expense of less than $0.1 million incurred on the $14.0 million
pre-tax income of the TRS that owns Frenchman’s Reef, and $0.5 million of corporate state income tax.

Liquidity and Capital Resources

Our short-term liquidity requirements consist primarily of funds necessary to pay distributions to

our stockholders to maintain our REIT status as well as to pay for operating expenses and capital
expenditures directly associated with our hotels, share repurchases under our share repurchase
program, hotel acquisitions, costs to repair property damaged by natural disasters, and scheduled debt
payments of interest and principal. We currently expect that our available cash flows, which are
generally provided through net cash from hotel operations, existing cash balances, proceeds from new
financings and refinancings of maturing debt, proceeds from potential property dispositions, and, if
necessary, short-term borrowings under our senior unsecured credit facility, will be sufficient to meet
our short-term liquidity requirements.

Some of our mortgage debt agreements contain ‘‘cash trap’’ provisions that are triggered when the

hotel’s operating results fall below a certain debt service coverage ratio. When these provisions are
triggered, all of the excess cash flow generated by the hotel is deposited directly into cash management
accounts for the benefit of our lenders until a specified debt service coverage ratio is reached and
maintained for a certain period of time. Such provisions do not allow the lender the right to accelerate
repayment of the underlying debt.

Our long-term liquidity requirements consist primarily of funds necessary to pay for the costs of

acquiring additional hotels, renovations, and other capital expenditures that need to be made
periodically to our hotels, scheduled debt payments, debt maturities, redemption of operating
partnership (‘‘OP units’’) and making distributions to our stockholders. We expect to meet our
long-term liquidity requirements through various sources of capital, including cash provided by
operations, borrowings, issuances of additional equity, including OP units, and/or debt securities and
proceeds from property dispositions. Our ability to incur additional debt is dependent upon a number
of factors, including the state of the credit markets, our degree of leverage, the value of our
unencumbered assets and borrowing restrictions imposed by existing lenders. Our ability to raise capital
through the issuance of additional equity and/or debt securities is also dependent on a number of
factors including the current state of the capital markets, investor sentiment and intended use of
proceeds. We may need to raise additional capital if we identify acquisition opportunities that meet our
investment objectives and require liquidity in excess of existing cash balances. Our ability to raise funds
through the issuance of equity securities depends on, among other things, general market conditions for
hotel companies and REITs and market perceptions about us.

ATM Program

We have equity distribution agreements, dated August 8, 2018, with a number of sales agents (the
‘‘ATM Program’’) to issue and sell, from time to time, shares of our common stock, par value $0.01 per
share, having an aggregate offering price of up to $200 million (the ‘‘ATM Shares’’). Sales of the ATM
Shares can be made in privately negotiated transactions and/or any other method permitted by law,
including sales deemed to be an ‘‘at the market’’ offering, which includes sales made directly on the
New York Stock Exchange or sales made to or through a market maker other than on an exchange. We
have not sold any shares under the ATM Program. Actual future sales of the ATM Shares will depend
upon a variety of factors, including but not limited to market conditions, the trading price of the
Company’s common stock and the Company’s capital needs. We have no obligation to sell the ATM
Shares under the ATM Program.

Our Financing Strategy

Since our formation in 2004, we have been committed to a conservative capital structure with

prudent leverage. Our outstanding debt consists of fixed interest rate mortgage debt and unsecured
term loans. We have a preference to maintain a significant portion of our portfolio as unencumbered
assets in order to provide balance sheet flexibility. We expect that our strategy will enable us to
maintain a balance sheet with an appropriate amount of debt throughout all phases of the lodging
cycle. We believe that it is prudent to reduce the inherent risk of highly cyclical lodging fundamentals
through a low leverage capital structure.

We prefer a relatively simple but efficient capital structure. We have not invested in joint ventures

and have not issued any preferred stock. We generally structure our hotel acquisitions to be
straightforward and to fit within our capital structure; however, we will consider a more complex
transaction, such as the issuance of OP units in connection with the acquisition of Cavallo Point, if we
believe that the projected returns to our stockholders will significantly exceed the returns that would
otherwise be available.

We believe that we maintain a reasonable amount of debt. As of December 31, 2019, we had
$1.1 billion of debt outstanding with a weighted average interest rate of 3.81% and a weighted average
maturity date of approximately 4.5 years. We maintain one of the lowest levered balance sheets among
our lodging REIT peers. We maintain balance sheet flexibility with limited near-term debt maturities,
capacity under our senior unsecured credit facility and 23 of our 31 hotels unencumbered by mortgage
debt. We remain committed to our core strategy of prudent leverage.

Information about our financing activities is available in Note 8 to the accompanying consolidated

financial statements.

Share Repurchase Program

Our board of directors has approved a share repurchase program authorizing us to repurchase
shares of our common stock having an aggregate price of up to $250 million. Information about our
share repurchase program is found in Note 5 to the accompanying consolidated financial statements.

During the year ended December 31, 2019, we repurchased 4,428,947 shares of our common stock

at an average price of $9.65 per share for a total purchase price of $42.8 million. We retired all
repurchased shares on their respective settlement dates. As of February 28, 2020, we have
$175.2 million of authorized capacity remaining under our share repurchase program.

Short-Term Borrowings

Other than borrowings under our senior unsecured credit facility, we do not utilize short-term

borrowings to meet liquidity requirements.

Senior Unsecured Credit Facility

On July 25, 2019, we entered into a fifth amended and restated credit agreement. The credit

agreement increased the capacity of our senior unsecured credit facility from $300 million to
$400 million, decreased the pricing and extended the maturity date from May 2020 to July 2023. The
maturity date may be extended for an additional year upon the payment of applicable fees and the
satisfaction of certain customary conditions. In connection with the amendment and restatement of our
credit agreement, we repaid our existing $100 million and $200 million term loans. Information about
our senior unsecured credit facility is found in Note 8 to the accompanying consolidated financial
statements. As of December 31, 2019, we had $75.0 million of outstanding borrowings on our senior
unsecured credit facility.

Unsecured Term Loans

As of December 31, 2019, we are party to a $50 million unsecured term loan expiring in October
2023 and a $350 million unsecured term loan expiring in July 2024. Information about our unsecured
term loans is found in Note 8 to the accompanying consolidated financial statements.

Sources and Uses of Cash

Our principal sources of cash are net cash flow from hotel operations, sales of common stock,
borrowings under mortgage debt, term loans and our senior unsecured credit facility, and proceeds
from hotel dispositions. Our principal uses of cash are acquisitions of hotel properties, debt service and
maturities, repayments of borrowings under our senior unsecured credit facility, repayments of
unsecured term loans, share repurchases, capital expenditures, operating costs, corporate expenses,
natural disaster remediation and repair costs and distributions to holders of common stock and units.
As of December 31, 2019, we had $122.5 million of unrestricted corporate cash and $57.3 million of
restricted cash, and $75.0 million of outstanding borrowings on our senior unsecured credit facility.

Our net cash provided by operations was $193.3 million for the year ended December 31, 2019.

Our cash from operations generally consists of the net cash flow from hotel operations and insurance
proceeds, offset by cash paid for corporate expenses and other working capital changes.

Our net cash used in investing activities was $65.7 million for the year ended December 31, 2019,

which is composed of capital expenditures at our operating hotels of $102.7 million and capital
expenditures at Frenchman’s Reef of $96.6 million, offset by $133.5 million of proceeds from our
property insurance policy related to our hotels impacted by Hurricanes Irma and Maria.

Our net cash used in financing activities was $39.4 million for the year ended December 31, 2019,

which consisted of $75.0 million of repayments on our senior unsecured credit facility, $300.0 million of
repayments of unsecured term loans, $102.1 million of distribution payments to holders of common
stock and units, $14.2 million of scheduled mortgage debt principal payments, $4.8 million of financing
costs related to the amendment and restatement of our credit agreement, $0.5 million paid to
repurchase shares upon the vesting of restricted stock for the payment of tax withholdings obligations,
and $42.8 million to repurchase shares under our share repurchase program, offset by $150.0 million of
draws on our senior unsecured credit facility and $350.0 million of proceeds from our new unsecured
term loan.

We currently anticipate our significant sources of cash for the year ending December 31, 2020 will

be the net cash flow from hotel operations and potential property dispositions. We expect our
estimated uses of cash for the year ending December 31, 2020 will be scheduled debt service payments,
capital expenditures, distributions on common stock and units, corporate expenses, potential hotel
acquisitions, and share repurchases.

Dividend Policy

We intend to distribute to our stockholders dividends at least equal to our REIT taxable income to
avoid paying corporate income tax and excise tax on our earnings (other than the earnings of our TRS,
which are all subject to tax at regular corporate rates) and to qualify for the tax benefits afforded to
REITs under the Code. In order to qualify as a REIT under the Code, we generally must make
distributions to our stockholders each year in an amount equal to at least:

(cid:127) 90% of our REIT taxable income determined without regard to the dividends paid deduction

and excluding net capital gains, plus

(cid:127) 90% of the excess of our net income from foreclosure property over the tax imposed on such

income by the Code, minus

(cid:127) any excess non-cash income.

The timing and frequency of distributions will be authorized by our board of directors and
declared by us based upon a variety of factors, including our financial performance, restrictions under
applicable law and our current and future loan agreements, our debt service requirements, our capital
expenditure requirements, the requirements for qualification as a REIT under the Code and other
factors that our board of directors may deem relevant from time to time.

We have paid the following dividends to holders of our common stock and distributions to holders

of units for the years ended December 31, 2019 and 2018, and through the date of this report:

Payment Date

Record Date

Distributions per
Common Share/Unit

April 12, 2018 . . . . . . . . . . . . . . . . . . . . . .
July 12, 2018 . . . . . . . . . . . . . . . . . . . . . . .
October 12, 2018 . . . . . . . . . . . . . . . . . . . .
January 14, 2019 . . . . . . . . . . . . . . . . . . . .
April 12, 2019 . . . . . . . . . . . . . . . . . . . . . .
July 12, 2019 . . . . . . . . . . . . . . . . . . . . . . .
October 11, 2019 . . . . . . . . . . . . . . . . . . . .
January 13, 2020 . . . . . . . . . . . . . . . . . . . .

March 29, 2018
June 29, 2018
September 28, 2018
January 4, 2019
March 29, 2019
June 28, 2019
September 30, 2019
January 2, 2020

$0.125
$0.125
$0.125
$0.125
$0.125
$0.125
$0.125
$0.125

Capital Expenditures

The management and franchise agreements for each of our hotels provide for the establishment of

separate property improvement reserves to cover, among other things, the cost of replacing and
repairing furniture, fixtures and equipment at our hotels and other routine capital expenditures.
Contributions to the property improvement fund are calculated as a percentage of hotel revenues. In
addition, we may be required to pay for the cost of certain additional improvements that are not
permitted to be funded from the property improvement reserves under the applicable management or
franchise agreement. As of December 31, 2019, we have set aside $53.0 million for capital projects in
property improvement funds, which are included in restricted cash.

We spent approximately $102.7 million on capital improvements at our operating hotels during the

year ended December 31, 2019, which included the following significant projects:

(cid:127) Hotel Emblem San Francisco: In January 2019, we completed the repositioning and rebranding of
Hotel Emblem, now part of Viceroy’s Urban Collection. As part of the renovation, the Company
created two additional rooms at the hotel.

(cid:127) JW Marriott Denver Cherry Creek: We are repositioning this hotel to gain share against its luxury
competitive set. The renovation of the hotel’s guestrooms and meeting space was completed
during 2019 and included the addition of three guestrooms. In early 2020, the Company expects
to complete a renovation of the public space and create a new restaurant experience led by
celebrity chef Richard Sandoval.

(cid:127) Sheraton Suites Key West: We are in the process of removing the Sheraton brand and

repositioning this beachfront resort to an independent boutique resort, the Barbary Beach
House. This project was partially completed in 2019, with the remainder to be completed in 2020
following high season. The relaunch of the resort is expected to occur in summer 2020.

(cid:127) Vail Marriott Mountain Resort & Spa: We are pursuing a multi-year repositioning and rebranding
of the resort to close the rate gap with the luxury competitive set. We completed the renovation
of the guestrooms and meeting space in 2018 and upgraded the spa and created a new fitness
center in 2019. The resort will become unencumbered of brand at the end of 2021.

(cid:127) Worthington Renaissance: We completed a transformational renovation of the lobby and food and

beverage outlets during 2019, including a new Toro Toro restaurant by Richard Sandoval.

(cid:127) The Landing Resort & Spa Lake Tahoe: In third quarter of 2019, we added five new guestrooms

at the hotel from areas that were previously non-revenue producing.

Additionally, we spent approximately $96.6 million on the rebuild of Frenchman’s Reef during the

year ended December 31, 2019.

We expect to spend approximately $90 million to $100 million on capital improvements at our

operating hotels in 2020, which includes carryover from certain projects that commenced in 2019.
Significant projects in 2020 include the following:

(cid:127) The Lodge at Sonoma: We will reposition the resort during 2020 in order to capture rate

potential against the luxury and lifestyle competitive sets. Integral parts of this project include
opening a new restaurant by celebrity chef Michael Mina, upgrading the spa with a luxury spa
operator and enhancing the grounds with additions such as firepit gathering areas.

(cid:127) Hilton Boston Downtown: We expect to renovate the hotel’s guestrooms and lobby during 2020.

We will also convert underutilized meeting space into 29 new guestrooms. This hotel will
become unencumbered of brand in 2022.

(cid:127) Hilton Burlington: We expect to complete a comprehensive renovation of the hotel’s guestrooms

and public spaces during 2020.

Contractual Obligations

The following table outlines the timing of payment requirements related to our debt and other

commitments of our operating partnership as of December 31, 2019.

Payments Due by Period

Total

Less Than
1 Year

1 to 3 Years

3 to 5 Years

After 5 Years

(In thousands)

$1,197,107
779,157

$109,072
3,315

$104,499
8,745

$679,322
7,973

$ 304,214
759,124

Long-Term Debt Obligations Including

Interest(1) . . . . . . . . . . . . . . . . . . . . .
Operating Leases . . . . . . . . . . . . . . . . . .
Purchase Commitments(2) . . . . . . . . . . .

Purchase Orders and Letters of

Commitment . . . . . . . . . . . . . . . . . .

140,394

—

Total . . . . . . . . . . . . . . . . . . . . . . . . . . .

$2,116,658

$252,781

$113,244

$687,295

$1,063,338

(1) The interest expense for our variable rate loans is calculated based on the rate as of December 31,

2019.

(2) As of December 31, 2019, purchase orders and letters of commitment totaling approximately

$140.4 million had been issued for renovations at our properties. We have committed to these
projects and anticipate making similar arrangements in the future with our existing properties or
any future properties that we may acquire.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that is material to investors.

Non-GAAP Financial Measures

We use the following non-GAAP financial measures that we believe are useful to investors as key
measures of our operating performance: EBITDA, EBITDAre, Adjusted EBITDA, FFO and Adjusted
FFO. These measures should not be considered in isolation or as a substitute for measures of
performance in accordance with U.S. GAAP. EBITDA, EBITDAre, Adjusted EBITDA, FFO and
Adjusted FFO, as calculated by us, may not be comparable to other companies that do not define such
terms exactly as the Company.

Use and Limitations of Non-GAAP Financial Measures

Our management and Board of Directors use EBITDA, EBITDAre, Adjusted EBITDA, FFO and
Adjusted FFO to evaluate the performance of our hotels and to facilitate comparisons between us and
other lodging REITs, hotel owners who are not REITs and other capital intensive companies. The use
of these non-GAAP financial measures has certain limitations. These non-GAAP financial measures as
presented by us, may not be comparable to non-GAAP financial measures as calculated by other real
estate companies. These measures do not reflect certain expenses or expenditures that we incurred and
will incur, such as depreciation, interest and capital expenditures. We compensate for these limitations
by separately considering the impact of these excluded items to the extent they are material to

operating decisions or assessments of our operating performance. Our reconciliations to the most
comparable U.S. GAAP financial measures, and our consolidated statements of operations and cash
flows, include interest expense, capital expenditures, and other excluded items, all of which should be
considered when evaluating our performance, as well as the usefulness of our non-GAAP financial
measures.

These non-GAAP financial measures are used in addition to and in conjunction with results
presented in accordance with U.S. GAAP. They should not be considered as alternatives to operating
profit, cash flow from operations, or any other operating performance measure prescribed by
U.S. GAAP. These non-GAAP financial measures reflect additional ways of viewing our operations that
we believe, when viewed with our U.S. GAAP results and the reconciliations to the corresponding
U.S. GAAP financial measures, provide a more complete understanding of factors and trends affecting
our business than could be obtained absent this disclosure. We strongly encourage investors to review
our financial information in its entirety and not to rely on a single financial measure.

EBITDA, EBITDAre and FFO

EBITDA represents net income (calculated in accordance with U.S. GAAP) excluding: (1) interest

expense; (2) provision for income taxes, including income taxes applicable to sale of assets; and
(3) depreciation and amortization. The Company computes EBITDAre in accordance with the National
Association of Real Estate Investment Trusts (‘‘Nareit’’) guidelines, as defined in its September 2017
white paper ‘‘Earnings Before Interest, Taxes, Depreciation and Amortization for Real Estate.’’
EBITDAre represents net income (calculated in accordance with U.S. GAAP) adjusted for: (1) interest
expense; (2) provision for income taxes, including income taxes applicable to sale of assets;
(3) depreciation and amortization; (4) gains or losses on the disposition of depreciated property,
including gains or losses on change of control; (5) impairment write-downs of depreciated property and
of investments in unconsolidated affiliates caused by a decrease in value of depreciated property in the
affiliate; and (6) adjustments to reflect the entity’s share of EBITDAre of unconsolidated affiliates.

We believe EBITDA and EBITDAre are useful to an investor in evaluating our operating
performance because they help investors evaluate and compare the results of our operations from
period to period by removing the impact of our capital structure (primarily interest expense) and our
asset base (primarily depreciation and amortization, and in the case of EBITDAre, impairment and
gains or losses on dispositions of depreciated property) from our operating results. In addition,
covenants included in our debt agreements use EBITDA as a measure of financial compliance. We also
use EBITDA and EBITDAre as measures in determining the value of hotel acquisitions and
dispositions.

The Company computes FFO in accordance with standards established by the Nareit, which
defines FFO as net income determined in accordance with U.S. GAAP, excluding gains or losses from
sales of properties and impairment losses, plus real estate related depreciation and amortization. The
Company believes that the presentation of FFO provides useful information to investors regarding its
operating performance because it is a measure of the Company’s operations without regard to specified
non-cash items, such as real estate related depreciation and amortization and gains or losses on the
sale of assets. The Company also uses FFO as one measure in assessing its operating results.

Adjustments to EBITDA and FFO

We adjust EBITDA and FFO 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 and that the presentation of Adjusted EBITDA
and Adjusted FFO, when combined with U.S. GAAP net income, EBITDA and FFO, is beneficial to

an investor’s complete understanding of our consolidated operating performance. We adjust EBITDA
and FFO for the following items:

(cid:127) Non-Cash Lease Expense and Other Amortization: We exclude the non-cash expense incurred
from the straight line recognition of expense from our ground leases and other contractual
obligations and the non-cash amortization of our favorable and unfavorable contracts, originally
recorded in conjunction with certain hotel acquisitions. We exclude these non-cash items because
they do not reflect the actual cash amounts due to the respective lessors in the current period
and they are of lesser significance in evaluating our actual performance for that period.

(cid:127) Cumulative Effect of a Change in Accounting Principle: The Financial Accounting Standards

Board promulgates new accounting standards that require or permit the consolidated statement
of operations to reflect the cumulative effect of a change in accounting principle. We exclude the
effect of these adjustments, which include the accounting impact from prior periods, because
they do not reflect the Company’s actual underlying performance for the current period.

(cid:127) Gains or Losses from Early Extinguishment of Debt: We exclude the effect of gains or losses

recorded on the early extinguishment of debt because these gains or losses result from
transaction activity related to the Company’s capital structure that we believe are not indicative
of the ongoing operating performance of the Company or our hotels.

(cid:127) Hotel Acquisition Costs: We exclude hotel acquisition costs expensed during the period because

we believe these transaction costs are not reflective of the ongoing performance of the Company
or our hotels.

(cid:127) Severance Costs: We exclude corporate severance costs, or reversals thereof, incurred with the
termination of corporate-level employees and severance costs incurred at our hotels related to
lease terminations or structured severance programs because we believe these costs do not
reflect the ongoing performance of the Company or our hotels.

(cid:127) Hotel Manager Transition Items: We exclude the transition items associated with a change in
hotel manager because we believe these items do not reflect the ongoing performance of the
Company or our hotels.

(cid:127) Other Items: From time to time we incur costs or realize gains that we consider outside the

ordinary course of business and that we do not believe reflect the ongoing performance of the
Company or our hotels. Such items may include, but are not limited to the following:
pre-opening costs incurred with newly developed hotels; lease preparation costs incurred to
prepare vacant space for marketing; management or franchise contract termination fees; gains or
losses from legal settlements; costs incurred related to natural disasters; and gains on property
insurance claim settlements, other than income related to business interruption insurance.

In addition, to derive Adjusted FFO we exclude any unrealized fair value adjustments to interest
rate swaps. We exclude these non-cash amounts because they do not reflect the underlying performance
of the Company.

The following table is a reconciliation of our U.S. GAAP net income to EBITDA, EBITDAre and

Adjusted EBITDA (in thousands):

Year Ended December 31,

2019

2018

2017

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate related depreciation and amortization . . . . . . . . . . . . .

$ 184,211
46,584
22,028
118,110

(in thousands)
$ 87,796
40,970
3,101
104,524

$ 91,877
38,481
10,207
99,090

EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on sale of hotel properties(1) . . . . . . . . . . . . . . . . . . . . . . .

EBITDAre . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash lease expense and other amortization . . . . . . . . . . . . . .
Professional fees related to Frenchman’s Reef(2) . . . . . . . . . . . . .
Uninsured costs related to natural disasters(3) . . . . . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . .
Hotel acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hotel manager transition and pre-opening items(4) . . . . . . . . . . .
Severance costs(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on property insurance settlement . . . . . . . . . . . . . . . . . . . . .

370,933
—
—

370,933
7,013
17,822
—
2,373
—
6,460
—
(144,192)

236,391
—
—

236,391
5,336
3,855
—
—
—
(1,491)
11,691
(1,724)

239,655
3,209
764

243,628
4,378
—
3,280
274
2,028
(3,637)
—
—

Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 260,409

$254,058

$249,951

(1) During the year ended December 31, 2017, we recognized a pre-tax loss of $0.8 million due to a
post-closing adjustment for hotel expenses incurred under our ownership period related to 2016
dispositions.

(2) Represents legal and professional fees and other costs incurred at Frenchman’s Reef as a result of

Hurricane Irma that are not covered by insurance.

(3) Represents stabilization, cleanup, and other costs (such as hotel labor) incurred at our hotels

impacted by Hurricanes Irma or Maria that were not covered by insurance.

(4) For the year ended December 31, 2019, consists of (a) manager transition costs of $0.8 million

related to the L’Auberge de Sedona, Orchards Inn Sedona and The Landing Resort and Spa,
(b) pre-opening costs of $0.5 million related to the reopening of the Hotel Emblem,
(c) pre-opening costs of $2.7 million related to the reopening of Frenchman’s Reef, and
(d) $2.5 million related to the pending termination of the franchise agreement for Sheraton Suites
Key West. For the year ended December 31, 2018, consists of (a) manager transition costs of
$0.1 million related to the Hotel Emblem, L’Auberge de Sedona and Orchards Inn Sedona and
(b) pre-opening costs of $0.6 million related to the reopening of the Havana Cabana Key West and
Hotel Emblem, offset by $2.2 million of accelerated amortization of key money in connection with
the termination of the Frenchman’s Reef management agreement. For the year ended
December 31, 2017, includes items related to the hotel manager changes as follows: Courtyard
Manhattan Midtown East: (a) employee severance costs of approximately $0.3 million,
(b) transition costs of approximately $0.1 million offset by (c) $1.9 million of accelerated
amortization of key money received from Marriott; transition costs of approximately $0.4 million
related to the Hotel Emblem, L’Auberge de Sedona and Orchards Inn Sedona; offset by
$2.6 million of accelerated amortization of key money received from Marriott for Frenchman’s
Reef.

(5) For the year ended December 31, 2018, consists of (a) $10.9 million related to payments made to
unionized employees under a voluntary buyout program at the Lexington Hotel New York, which
are classified within other hotel expenses on the consolidated statement of operations, and
(b) $0.8 million related to the departure of our former Chief Financial Officer, which is classified
within corporate expenses on the consolidated statement of operations.

The following table is a reconciliation of our U.S. GAAP net income to FFO and Adjusted FFO

(in thousands):

Year Ended December 31,

2019

2018

2017

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate related depreciation and amortization . . . . . . . . . . . . .
Impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on sale of hotel properties, net of income tax(1) . . . . . . . . . .

$ 184,211
118,110
—
—

(in thousands)
$ 87,796
104,524
—
—

$ 91,877
99,090
3,209
458

FFO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash lease expense and other amortization . . . . . . . . . . . . . .
Professional fees related to Frenchman’s Reef(2) . . . . . . . . . . . . .
Uninsured costs related to natural disasters(3) . . . . . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . .
Hotel acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hotel manager transition and pre-opening items(4) . . . . . . . . . . .
Gain on property insurance settlement, net of income tax . . . . . . .
Severance costs(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value adjustments to interest rate swaps . . . . . . . . . . . . . . . .

302,321
7,013
17,822
—
2,373
—
6,460
(121,525)
—
2,545

192,320
5,336
3,855
—
—
—
(1,491)
(1,724)
11,691
—

194,634
4,378
—
3,280
274
2,028
(3,637)
—
—
—

Adjusted FFO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 217,009

$209,987

$200,957

(2) Represents legal and professional fees and other costs incurred at Frenchman’s Reef as a result of

Hurricane Irma that are not covered by insurance.

(3) Represents stabilization, cleanup, and other costs (such as hotel labor) incurred at our hotels

impacted by Hurricanes Irma or Maria that were not covered by insurance.

(4) For the year ended December 31, 2019, consists of (a) manager transition costs of $0.8 million

related to the Hotel Emblem, L’Auberge de Sedona and Orchards Inn Sedona; offset by
$2.6 million of accelerated amortization of key money received from Marriott for Frenchman’s
Reef.

Critical Accounting Policies

Our consolidated financial statements include the accounts of DiamondRock Hospitality Company

and all consolidated subsidiaries. The preparation of financial statements in conformity with
U.S. GAAP requires management to make estimates and assumptions that affect the reported amount
of assets and liabilities at the date of our financial statements and the reported amounts of revenues
and expenses during the reporting period. While we do not believe the reported amounts would be
materially different, application of these policies involves the exercise of judgment and the use of
assumptions as to future uncertainties and, as a result, actual results could differ materially from these
estimates. We evaluate our estimates and judgments, including those related to the impairment of
long-lived assets, on an ongoing basis. We base our estimates on experience and on various assumptions
that are believed to be reasonable under the circumstances. All of our significant accounting policies
are disclosed in the notes to our consolidated financial statements. The following represent certain
critical accounting policies that require us to exercise our business judgment or make significant
estimates:

Investment in Hotels. Acquired hotels, land improvements, building and furniture, fixtures and

equipment and identifiable intangible assets that are generally accounted for as asset acquisitions are
recorded at total cost and allocated based on relative fair value. Direct acquisition-related costs are
capitalized as a component of the acquired assets. Additions to property and equipment, including
current buildings, improvements, furniture, fixtures and equipment are recorded at cost. Property and
equipment are depreciated using the straight-line method over an estimated useful life of 15 to 40 years
for buildings and land improvements and one to ten years for furniture and equipment. Identifiable
intangible assets are typically related to contracts, including ground lease agreements and hotel
management agreements, which are recorded at fair value. Above-market and below-market contract
values are based on the present value of the difference between contractual amounts to be paid
pursuant to the contracts acquired and our estimate of the fair market contract rates for corresponding
contracts. Contracts acquired that are at market do not have significant value. We enter into a hotel
management agreement at the time of acquisition and such agreements are generally based on market
terms. Intangible assets are amortized using the straight-line method over the remaining non-cancelable
term of the related agreements. In making estimates of fair values for purposes of allocating purchase
price, we may utilize a number of sources that may be obtained in connection with the acquisition or
financing of a property and other market data. Management also considers information obtained about
each property as a result of its pre-acquisition due diligence in estimating the fair value of the tangible
and intangible assets acquired.

We review our investments in hotels for impairment whenever events or changes in circumstances

indicate that the carrying value of our investments in hotels may not be recoverable. Events or
circumstances that may cause us to perform a review include, but are not limited to, adverse changes in
the demand for lodging at our properties, current or projected losses from operations, and an
expectation that the property is more likely than not to be sold significantly before the end of its useful
life. Management performs an analysis to determine if the estimated undiscounted future cash flows
from operations and the proceeds from the ultimate disposition of a hotel, less costs to sell, exceed its

carrying value. If the estimated undiscounted future cash flows are less than the carrying amount of the
asset, an adjustment to reduce the carrying amount to the related hotels’ estimated fair market value is
recorded and an impairment loss is recognized.

While our hotels have experienced improvement in certain key operating measures as the general
economic conditions improve, the operating performance at certain of our hotels has not achieved our
expected levels. As part of our overall capital allocation strategy, we assess underperforming hotels for
possible disposition, which could result in a reduction in the carrying values of these properties.

Inflation

Operators of hotels, in general, possess the ability to adjust room rates daily to reflect the effects

of inflation. However, competitive pressures may limit the ability of our management companies to
raise room rates.

Seasonality

The periods during which our hotels experience higher revenues vary from property to property,

New Accounting Pronouncements Not Yet Implemented

See Note 2 to the accompanying consolidated financial statements for additional information

relating to recently issued accounting pronouncements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Market risk includes risks that arise from changes in interest rates, foreign currency exchange

rates, commodity prices, equity prices and other market changes that affect market sensitive
instruments. In pursuing our business strategies, the primary market risk to which we are currently
exposed, and to which we expect to be exposed in the future, is interest rate risk. The face amount of
our outstanding debt as of December 31, 2019 was $1.1 billion of which $250 million was variable rate.
If market rates of interest on our variable rate debt fluctuate by 100 basis points, interest expense
would increase or decrease, depending on rate movement, future earnings and cash flows, by
approximately $2.5 million annually.

On January 7, 2019, we entered into an interest rate swap agreement to fix LIBOR at 2.41%
through maturity for our $50 million unsecured term loan. We entered into an interest rate swap
agreement on July 25, 2019 to fix LIBOR at 1.70% through maturity for $175 million of our
$350 million unsecured term loan. Information about our unsecured term loans and interest rate swap
agreements is found in Note 8 to the accompanying consolidated financial statements.

In July 2017, the Financial Conduct Authority (‘‘FCA’’) announced it intends to stop compelling

banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board
and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee
which identified the Secured Overnight Financing Rate (‘‘SOFR’’) as its preferred alternative to
USD-LIBOR. The Company is not able to predict when LIBOR will cease to be published or precisely
how SOFR will be calculated and published. Any changes adopted by the FCA or other governing
bodies in the method used for determining LIBOR may result in a sudden or prolonged increase or
decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition,
uncertainty about the extent and manner of future changes may result in interest rates and/or payments
that are higher or lower than if LIBOR were to remain available in its current form.

The Company has contracts that are indexed to LIBOR and is monitoring and evaluating the

related risks, which include interest amounts on our variable rate debt and the swap rate for our
interest rate swaps as discussed in Note 8 to the accompanying consolidated financial statements. In the
event that LIBOR is discontinued, the interest rates will be based on a fallback reference rate specified
in the applicable documentation governing such debt or swaps or as otherwise agreed upon. Such an
event would not affect the Company’s ability to borrow or maintain already outstanding borrowings or
swaps, but the alternative reference rate could be higher and more volatile than LIBOR.

Certain risks arise in connection with transitioning contracts to an alternative reference rate,
including any resulting value transfer that may occur. The value of loans, securities, or derivative
instruments tied to LIBOR could also be impacted if LIBOR is limited or discontinued. For some
instruments, the method of transitioning to an alternative rate may be challenging, as they may require
substantial negotiation with each respective counterparty.

If a contract is not transitioned to an alternative reference rate and LIBOR is discontinued, the
impact is likely to vary by contract. If LIBOR is discontinued or if the method of calculating LIBOR
changes from its current form, interest rates on our current or future indebtedness may be adversely
affected.

While we expect LIBOR to be available in substantially its current form until the end of 2021, it is

Item 8. Financial Statements and Supplementary Data

See Index to the Financial Statements on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management has evaluated, under the supervision and with the participation of the

Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended (the ‘‘Exchange Act’’)), as required by paragraph (b) of Rules 13a-15 and
15d-15 under the Exchange Act, and our Chief Executive Officer and Chief Financial Officer have
concluded that as of the end of the period covered by this report, the Company’s disclosure controls
and procedures were effective to give reasonable assurances that information we disclose in reports
filed with the Securities and Exchange Commission (i) is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commission’s rules and
forms and (ii) is accumulated and communicated to our management, including our principal executive
officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting identified in

connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the
Exchange Act during the Company’s most recent fiscal quarter that materially affected, or is reasonably
likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

The report of our management regarding internal control over financial reporting is set forth on
page F-2 of this Annual Report on Form 10-K under the caption ‘‘Management’s Report on Internal
Control over Financial Reporting’’ and incorporated herein by reference.

Attestation Report of Independent Registered Public Accounting Firm

The report of our independent registered public accounting firm regarding our internal control
over financial reporting is set forth on page F-3 of this Annual Report on Form 10-K under the caption
‘‘Report of Independent Registered Public Accounting Firm’’ and incorporated herein by reference.

Item 9B. Other Information

None.

PART III

The information required by Items 10-14 is incorporated by reference to our proxy statement for

the 2020 annual meeting of stockholders (to be filed with the SEC not later than 120 days after the
end of the fiscal year covered by this report) (‘‘2020 proxy statement’’).

Item 10. Directors, Executive Officers and Corporate Governance

Information required by this item is incorporated by reference to our 2020 proxy statement.

Item 11. Executive Compensation

The information required by this item is incorporated by reference to our 2020 proxy statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

Matters

The information required by this item is incorporated by reference to our 2020 proxy statement.

Information regarding our equity plans set forth in Item 5 of this Annual Report on Form 10-K is
incorporated by reference into this Item 12.

Item 13. Certain Relationships and Related Transactions and Director Independence

The information required by this item is incorporated by reference to our 2020 proxy statement.

Item 14. Principal Accounting Fees and Services

The information required by this item is incorporated by reference to our 2020 proxy statement.

PART IV

Item 15. Exhibits and Financial Statement Schedules

Financial Statements

Included herein at pages F-1 through F-44.

Financial Statement Schedules

The following financial statement schedule is included herein on pages F-45 and F-46:

Schedule III—Real Estate and Accumulated Depreciation

All other schedules for which provision is made in Regulation S-X are either not required to be
included herein under the related instructions or are inapplicable or the related information is included
in the footnotes to the applicable financial statement and, therefore, have been omitted.

3. Exhibits

The following exhibits are included in this Annual Report on Form 10-K for the fiscal year ended

December 31, 2019 (and are numbered in accordance with Item 601 of Regulation S-K):

Exhibit
Number

Description of Exhibit

3.1.1 Articles of Amendment and Restatement of the Articles of Incorporation of DiamondRock

Hospitality Company (incorporated by reference to the Registrant’s Registration Statement on
Form S-11 filed with the Securities and Exchange Commission on March 1, 2005 (File
no. 333-123065))

3.1.2 Amendment to the Articles of Amendment and Restatement of the Articles of

Incorporation of DiamondRock Hospitality Company (incorporated by reference to the
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
January 10, 2007)

3.1.3 Amendment to the Articles of Amendment and Restatement of the Articles of

Incorporation of DiamondRock Hospitality Company (incorporated by reference to the
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
July 9, 2012)

3.1.4 Articles Supplementary Prohibiting DiamondRock Hospitality Company From Electing to

be Subject to Section 3-803 of the Maryland General Corporation Law Absent Stockholder
Approval (incorporated by reference to the Registrant’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on February 26, 2014)

3.1.5 Amendment to the Articles of Amendment and Restatement of the Articles of

Incorporation of DiamondRock Hospitality Company (incorporated by reference to the
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
May 5, 2016)

3.1.6 Articles of Amendment to the Articles of Amendment and Restatement of the Articles of

Incorporation of DiamondRock Hospitality Company (incorporated by reference to the
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
May 13, 2019)

3.2.1 Fourth Amended and Restated Bylaws of DiamondRock Hospitality Company (incorporated
by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on May 5, 2016)

Exhibit
Number

Description of Exhibit

3.2.2 First Amendment to the Fourth Amended and Restated Bylaws of DiamondRock

Hospitality Company (incorporated by reference to the Registrant’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November 7, 2017)

4.1 Form of Certificate for Common Stock for DiamondRock Hospitality Company

(incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on May 5, 2010)

4.2† Description of Securities of DiamondRock Hospitality Company

10.1 Amended and Restated Agreement of Limited Partnership of DiamondRock Hospitality

Limited Partnership, dated as of August 28, 2018 (incorporated by reference to the Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on August 31,
2018)

10.2* DiamondRock Hospitality Company Deferred Compensation Plan (incorporated by reference

to the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on August 8, 2014)

10.3* First Amendment to DiamondRock Hospitality Company Deferred Compensation Plan,
approved by the Compensation Committee of the Board of Directors on December 15,
2014 (incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on February 27, 2015)

10.4* Form of Restricted Stock Award Agreement (incorporated by reference to the Registrant’s

Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5,
2010)

10.5* Form of Market Stock Unit Agreement (incorporated by reference to the Registrant’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on March 9, 2010)

10.6* Relative TSR Performance Stock Unit Agreement (incorporated by reference to the

Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
on February 25, 2014)

10.7* Form of Deferred Stock Unit Award Agreement (incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5,
2010)

10.8* Form of Director Election Form (incorporated by reference to the Registrant’s Quarterly Report

on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2010)

10.9* Form of Incentive Stock Option Agreement (incorporated by reference to the Registrant’s

Registration Statement on Form S-11 filed with the Securities and Exchange Commission (File
no. 333-123065))

10.10* Form of Non-Qualified Stock Option Agreement (incorporated by reference to the Registrant’s

Registration Statement on Form S-11 filed with the Securities and Exchange Commission (File
no. 333-123065))

Exhibit
Number

Description of Exhibit

10.11 Fifth Amended and Restated Credit Agreement, dated as of July 25, 2019, by and among
DiamondRock Hospitality Company, DiamondRock Hospitality Limited Partnership, Wells
Fargo Bank, National Association, as Administrative Agent, each of Bank of America, N.A.,
Citibank, N.A. and U.S. Bank National Association, as Syndication Agents, Keybank
National Association, Regions Bank, PNC Bank, National Association and TD Bank, N.A.,
as Documentation Agents, and each of Wells Fargo Securities, LLC, BofA Securities, Inc.,
Citigroup Global Markets Inc., U.S. Bank National Association, Keybanc Capital
Markets, Inc., Regions Capital Markets, a division of Regions Bank, PNC Capital
Markets LLC and TD Securities (USA) LLC, as Joint Lead Arrangers, and Wells Fargo
Securities, LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and U.S. Bank
National Association, as Joint Bookrunners (incorporated by reference to the Registrant’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29,
2019)

10.12 Term Loan Agreement, dated as of May 3, 2016, by and among DiamondRock Hospitality

Company, DiamondRock Hospitality Limited Partnership, KeyBank National Association, as
Administrative Agent, each of Keybanc Capital Markets, PNC Capital Markets LLC and
Regions Capital Markets as Joint Lead Arrangers, each of PNC Bank, National Association
and Regions Bank as Co-Syndication Agents, and the lenders party thereto (incorporated by
reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 6, 2016)

10.13* Form of Severance Agreement (and schedule of material differences thereto) (incorporated

by reference to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on April 30, 2012)

10.14* Form of Stock Appreciation Right (incorporated by reference to the Registrant’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2008)

10.15* Form of Dividend Equivalent Right (incorporated by reference to the Registrant’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2008)

10.16* Form of Amendment No. 1 to Dividend Equivalent Rights Agreement under the

DiamondRock Hospitality Company 2004 Stock Option and Incentive Plan (incorporated by
reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 30, 2008)

10.17* Form of Indemnification Agreement (incorporated by reference to the Registrant’s Current

Report on Form 8-K filed with the Securities and Exchange Commission on December 16,
2009)

10.18* Severance Agreement between DiamondRock Hospitality Company and William J. Tennis,
dated as of December 16, 2009 (incorporated by reference to the Registrant’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on April 30, 2012)

10.19* Letter Agreement, dated as of December 9, 2009, by and between DiamondRock

Hospitality Company and William J. Tennis (incorporated by reference to the Registrant’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 26, 2010)

10.20* Severance Agreement between DiamondRock Hospitality Company and Troy G. Furbay,
dated as of April 9, 2014 (incorporated by reference to the Registrant’s Quarterly Report on
From 10-Q filed with the Securities and Exchange Commission on May 12, 2014)

Exhibit
Number

Description of Exhibit

10.21* Letter Agreement between DiamondRock Hospitality Company and Thomas G. Healy,

dated as of December 21, 2016 (incorporated by reference to the Registrant’s Current Report
on Form 8-K filed with the Securities and Exchange Commission on January 4, 2017)

10.22* Severance Agreement between DiamondRock Hospitality Company and Thomas G. Healy,
dated as of January 17, 2017 (incorporated by reference to the Registrant’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 5, 2017)

10.23* DiamondRock Hospitality Company 2016 Equity Incentive Plan, effective as of May 3, 2016

(incorporated by reference to Appendix B to the Registrant’s Proxy Statement on Schedule 14A
filed with the Securities and Exchange Commission on March 24, 2016)

10.24* First Amendment to the DiamondRock Hospitality Company 2016 Equity Incentive Plan

(incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 26, 2018)

10.25* Form of Restricted Stock Award Agreement under the 2016 Equity Incentive Plan

(incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 5, 2016)

10.26* Form of Performance Stock Unit Agreement under the 2016 Equity Incentive Plan

(incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 5, 2016)

10.27* Form of Deferred Stock Unit Award Agreement under the 2016 Equity Incentive Plan
(incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 5, 2016)

10.28* Form of LTIP Unit Award Agreement under the 2016 Equity Incentive Plan (incorporated

by reference to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on May 9, 2019)

10.29* Severance Agreement between DiamondRock Hospitality Company and Jay L. Johnson,

dated as of March 19, 2018 (incorporated by reference to the Registrant’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 4, 2018)

10.30* Severance Agreement between DiamondRock Hospitality Company and Jeffrey J. Donnelly,

dated as of August 8, 2019 (incorporated by reference to the Registrant’s Current Report on
Form 10-Q filed with the Securities and Exchange Commission on November 8, 2019)

21.1† List of DiamondRock Hospitality Company Subsidiaries

23.1† Consent of KPMG LLP

31.1† Certification of Chief Executive Officer Required by Rule 13a-14(a) of the Securities

Exchange Act of 1934, as amended.

31.2† Certification of Chief Financial Officer Required by Rule 13a-14(a) of the Securities

Exchange Act of 1934, as amended.

32.1** Certification of Chief Executive Officer and Chief Financial Officer Required by

Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.

101.SCH† Inline XBRL Taxonomy Extension Schema Document.

101.CAL† Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB† Inline XBRL Taxonomy Extension Label Linkbase Document.

Exhibit
Number

Description of Exhibit

101.PRE† Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF† Inline XBRL Taxonomy Definition Linkbase Document.

104† Cover Page Interactive Data File (formatted as inline XBRL and with applicable taxonomy

extension information contained in Exhibits 101.*)

†

Exhibit is a management contract or compensatory plan or arrangement.

Filed herewith

** Furnished herewith

Item 16. Form 10-K Summary

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the

registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bethesda, State of Maryland, on February 28, 2020.

SIGNATURES

DIAMONDROCK HOSPITALITY COMPANY

By: /s/ WILLIAM J. TENNIS

Name: William J. Tennis
Title: Executive Vice President, General
Counsel and Corporate Secretary

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed

by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ MARK W. BRUGGER

Mark W. Brugger

Chief Executive Officer and Director
(Principal Executive Officer)

February 28, 2020

/s/ JEFFREY J. DONNELLY

Jeffrey J. Donnelly

Executive Vice President and Chief
Financial Officer (Principal Financial
Officer)

February 28, 2020

/s/ BRIONY R. QUINN

Briony R. Quinn

Senior Vice President and Treasurer
(Principal Accounting Officer)

February 28, 2020

/s/ WILLIAM W. MCCARTEN

William W. McCarten

/s/ TIMOTHY CHI

Timothy Chi

/s/ MAUREEN L. MCAVEY

Maureen L. McAvey

/s/ GILBERT T. RAY

Gilbert T. Ray

Chairman

February 28, 2020

Director

February 28, 2020

Director

February 28, 2020

Director

February 28, 2020

Signature

Title

Date

/s/ WILLIAM J. SHAW

William J. Shaw

/s/ BRUCE D. WARDINSKI

Bruce D. Wardinski

/s/ KATHLEEN WAYTON

Kathleen Wayton

Director

February 28, 2020

Director

February 28, 2020

Director

February 28, 2020

Index to Financial Statements

F-2
Management’s Report on Internal Control Over Financial Reporting . . . . . . . . . . . . . . . . . . . .
F-3
Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-7
Consolidated Balance Sheets as of December 31, 2019 and 2018 . . . . . . . . . . . . . . . . . . . . . . . .
F-8
Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017
F-9
Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018 and 2017 . . . .
F-10
Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-12
Schedule III—Real Estate and Accumulated Depreciation as of December 31, 2019 . . . . . . . . . . F-45

Page

F-1

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over
financial reporting for the Company. Internal control over financial reporting refers to the process
designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and
effected by our board of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles, and includes those policies and
procedures that:

(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly

reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of the company’s assets that could have a material effect on the
financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial

reporting objectives because of its inherent limitations. Internal control over financial reporting is a
process that involves human diligence and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of such limitations, there is a
risk that material misstatements may not be prevented or detected on a timely basis by internal control
over financial reporting. However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not
eliminate, this risk.

Management has used the framework set forth in the report entitled Internal Control—Integrated

Framework (2013) published by the Committee of Sponsoring Organizations of the Treadway
Commission to evaluate the effectiveness of the Company’s internal control over financial reporting.
Management has concluded that the Company’s internal control over financial reporting was effective
as of December 31, 2019. KPMG LLP, an independent registered public accounting firm, audited the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2019, as
stated in their report, which appears below.

/s/ MARK W. BRUGGER

Chief Executive Officer
(Principal Executive Officer)

/s/ JEFFREY J. DONNELLY

Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

/s/ BRIONY R. QUINN

Senior Vice President and Treasurer
(Principal Accounting Officer)

February 28, 2020

F-2

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
DiamondRock Hospitality Company:

Opinion on Internal Control Over Financial Reporting

We have audited DiamondRock Hospitality Company and subsidiaries’ (the Company) internal

control over financial reporting as of December 31, 2019, based on criteria established in Internal
Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. In our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2019, based on criteria established in
Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of
the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of
December 31, 2019 and 2018, the related consolidated statements of operations, equity, and cash flows
for each of the years in the three-year period ended December 31, 2019, the related notes and financial
statement schedule III (collectively, the consolidated financial statements), and our report dated
February 28, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial

reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting
based on our audit. We are a public accounting firm registered with the PCAOB and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether effective internal
control over financial reporting was maintained in all material respects. Our audit of internal control
over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audit also included
performing such other procedures as we considered necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only
in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.

F-3

Because of its inherent limitations, internal control over financial reporting may not prevent or

detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject
to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP
McLean, Virginia
February 28, 2020

F-4

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
DiamondRock Hospitality Company:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of DiamondRock Hospitality
Company and subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated
statements of operations, equity, and cash flows for each of the years in the three-year period ended
December 31, 2019, the related notes, and financial statement schedule III (collectively, the
consolidated financial statements). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and
the results of its operations and its cash flows for each of the years in the three-year period ended
December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting
Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as
of December 31, 2019, based on criteria established in Internal Control—Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report
dated February 28, 2020 expressed an unqualified opinion on the effectiveness of the Company’s
internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its

method of accounting for leases as of January 1, 2019 due to the adoption of FASB Accounting
Standards Codification (ASC) Topic 842, Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our

responsibility is to express an opinion on these consolidated financial statements based on our audits.
We are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. Our audits
included performing procedures to assess the risks of material misstatement of the consolidated
financial statements, whether due to error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable
basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of

the consolidated financial statements that was communicated or required to be communicated to the
audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated
financial statements and (2) involved our especially challenging, subjective, or complex judgments. The

F-5

communication of a critical audit matter does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.

Evaluation of investments in hotel properties for impairment

As discussed in Notes 2 and 3 to the consolidated financial statements, property and equipment,

net as of December 31, 2019, were $3,027 million, or 88.4% of total assets, which primarily consists of
investments in hotel properties. The Company reviews its investments in hotel properties for
impairment whenever events or changes in circumstances indicate that the carrying value of the hotel
properties may not be recoverable. When such conditions exist, the Company performs an analysis to
determine if the estimated undiscounted future cash flows from operations and the estimated proceeds
from the ultimate disposition of an investment in a hotel exceed the hotel’s carrying value.

We identified the evaluation of investments in hotel properties for impairment as a critical audit
matter. Identifying and evaluating the Company’s judgments about events or changes in circumstances
that indicate the carrying value of a hotel property may not be recoverable involved a high degree of
auditor judgment. This included judgments regarding the likelihood that a property will be sold
significantly before the end of its previously estimated useful life, and the impact of changes in market
conditions or other factors on the fair value of hotel properties. Changes in these judgments could have
a significant impact on the determination of whether the carrying amount of the investments in hotel
properties may not be recoverable.

The primary procedures we performed to address this critical audit matter included the following.

We tested certain internal controls over the Company’s process to identify and evaluate events or
changes in circumstances that indicate the carrying amount of investments in hotel properties may not
be recoverable, and when applicable, the Company’s process to evaluate whether a hotel’s carrying
amount is recoverable based on its undiscounted future cash flows. We assessed the likelihood of a
potential decrease in expected future cash flows that may indicate an investment in a hotel property
would not be recoverable. We inquired of Company officials and inspected documents, such as meeting
minutes of the board of directors, to evaluate the likelihood that a property will be sold before the end
of its previously estimated useful life. We performed independent evaluations, which included
evaluating internal financial information and third-party market reports for indications of a decrease in
the fair value of hotel properties or decreases in current and projected operating performance of hotel
properties. When events or changes in circumstances indicated the carrying value of a hotel property
may not be recoverable, we challenged the methodology and significant assumptions used by the
Company to estimate undiscounted future cash flows.

/s/ KPMG LLP

We have served as the Company’s auditor since 2004.

McLean, Virginia
February 28, 2020

F-6

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED BALANCE SHEETS

As of December 31, 2019 and 2018

(in thousands, except share and per share amounts)

ASSETS
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due from hotel managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Favorable lease assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2019

2018

$3,026,769
98,145
57,268
91,207
—
29,853
122,524

$2,944,617
—
47,735
86,914
63,945
10,506
43,863

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,425,766

$3,197,580

LIABILITIES AND EQUITY

Liabilities:
Mortgage and other debt, net of unamortized debt issuance costs . . . . . . . . .
Unsecured term loans, net of unamortized debt issuance costs . . . . . . . . . . . .
Senior unsecured credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 616,329
398,770
75,000

$ 629,747
348,219
—

Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,090,099

977,966

Deferred income related to key money, net . . . . . . . . . . . . . . . . . . . . . . . . .
Unfavorable contract liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to hotel managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions declared and unpaid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11,342
67,422
52,012
103,625
72,445
25,815
81,944

11,739
73,151
93,719
—
72,678
26,339
51,395

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,504,704

1,306,987

Equity:
Preferred stock, $0.01 par value; 10,000,000 shares authorized; no shares

issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

Common stock, $0.01 par value; 400,000,000 shares authorized; 200,207,795
and 204,536,485 shares issued and outstanding at December 31, 2019 and
2018, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncontrolling interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,002
2,089,349
(178,861)

1,912,490
8,572

2,045
2,126,472
(245,620)

1,882,897
7,696

Total equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,921,062

1,890,593

Total liabilities and equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,425,766

$3,197,580

The accompanying notes are an integral part of these consolidated financial statements.

F-7

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2019, 2018, and 2017

(in thousands, except share and per share amounts)

2019

2018

2017

Revenues:
Rooms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Food and beverage . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating Expenses:
Rooms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Food and beverage . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Franchise fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other hotel expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . .
Impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Hotel acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business interruption insurance income . . . . . . . . . . . . . .
Gain on property insurance settlement . . . . . . . . . . . . . .

Total operating expenses, net

. . . . . . . . . . . . . . . . . . .

Interest and other income, net . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on sales of hotel properties, net . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
Loss on early extinguishment of debt

Total other expenses, net

. . . . . . . . . . . . . . . . . . . . . .

Income before income taxes . . . . . . . . . . . . . . . . . . . . . .
Income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less: Net income attributable to noncontrolling interests .

661,153
215,261
61,677

938,091

631,048
184,097
48,559

863,704

166,937
137,916
25,475
26,932
333,505
118,110
—
—
28,231
(8,822)
(144,192)

684,092

(1,197)
46,584
—
2,373

47,760

206,239
(22,028)

184,211
(724)

158,078
118,709
22,159
26,178
296,535
104,524
—
—
28,563
(19,379)
(1,724)

733,643

(1,806)
40,970
—
—

39,164

90,897
(3,101)

87,796
(12)

Net income attributable to common stockholders . . . . . . .

183,487

87,784

635,932
183,049
51,024

870,005

158,534
120,460
21,969
23,970
278,302
99,090
3,209
2,028
26,711
(4,051)
—

730,222

(1,820)
38,481
764
274

37,699

102,084
(10,207)

91,877
—

91,877

Earnings per share:

Net income per share available to common

stockholders—basic . . . . . . . . . . . . . . . . . . . . . . . . .

Net income per share available to common

stockholders—diluted . . . . . . . . . . . . . . . . . . . . . . .

Weighted-average number of common shares outstanding:
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

0.91

0.90

0.43

0.46

202,009,750

205,462,911

200,784,450

Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

202,741,630

206,131,150

201,521,468

The accompanying notes are an integral part of these consolidated financial statements.

F-8

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF EQUITY

Years Ended December 31, 2019, 2018 and 2017

(in thousands, except share and per share amounts)

Common Stock

Par
Value

Additional
Paid-In
Capital

Total
Accumulated Stockholders’ Noncontrolling
Equity

interests

Deficit

Total
Equity

Balance at December 31, 2016 . . . . . 200,200,902 $2,002 $2,055,365
Distributions on common stock ($0.50
per common share) . . . . . . . . . . .
Share-based compensation . . . . . . . .
Net income . . . . . . . . . . . . . . . . .

—
105,831
—

424
5,662
—

—
1
—

Balance at December 31, 2017 . . . . . 200,306,733 $2,003 $2,061,451
Distributions on common stock/units

$(220,580)

$1,836,787

$ —

$1,836,787

(101,106)
—
91,877

(100,682)
5,663
91,877

—
—
—

(100,682)
5,663
91,877

$(229,809)

$1,833,645

$ —

$1,833,645

($0.50 per common share/$0.125 per
unit) . . . . . . . . . . . . . . . . . . . .
Share-based compensation . . . . . . . .
Issuance of OP units . . . . . . . . . . .
Sale of common stock . . . . . . . . . .
Common stock repurchased and

retired . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . .

—
141,165
—
7,472,946

—
1
—
75

465
4,531
—
92,173

(103,705)
110
—
—

(3,384,359)
—

(34)
—

(32,148)
—

—
87,784

(103,240)
4,642
—
92,248

(32,182)
87,784

(100)
—
7,784
—

—
12

(103,340)
4,642
7,784
92,248

(32,182)
87,796

Balance at December 31, 2018 . . . . . 204,536,485 $2,045 $2,126,472
Cumulative effect of ASC 842

$(245,620)

$1,882,897

$7,696

$1,890,593

—

(15,286)

—

(15,286)

adoption . . . . . . . . . . . . . . . . .

Distributions on common stock/units
($0.50 per common share/unit)

. . .
Share-based compensation . . . . . . . .
Redemption of Operating Partnership
units . . . . . . . . . . . . . . . . . . . .

Common stock repurchased and

—

—
95,704

4,553

—

—
1

—

441
5,176

(101,442)
—

(101,001)
5,177

—

retired . . . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . .

(4,428,947)
—

(44)
—

(42,784)
—

—
183,487

(42,828)
183,487

Balance at December 31, 2019 . . . . . 200,207,795 $2,002 $2,089,349

$(178,861)

$1,912,490

$8,572

$1,921,062

The accompanying notes are an integral part of these consolidated financial statements.

F-9

(527)
723

(44)

—
724

(101,528)
5,900

—

(42,828)
184,211

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2019, 2018 and 2017

(in thousands)

2019

2018

2017

Cash flows from operating activities:

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating

$ 184,211

$ 87,796

$ 91,877

activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate asset depreciation as corporate expenses . . . . . . . . . . . . . . .
Loss on sale of hotel properties, net . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on early extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on property insurance settlement . . . . . . . . . . . . . . . . . . . . . . . .
Non-cash lease expense and other amortization . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
Non-cash interest rate swap fair value adjustment
Amortization of debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Estimated recovery of impairment losses from insurance . . . . . . . . . . . .
Amortization of deferred income related to key money . . . . . . . . . . . . .
Share-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Changes in assets and liabilities:

Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
Due to/from hotel managers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . .

118,110
229
—
2,373
(144,192)
7,011
2,545
1,885
—
—
(396)
6,385
21,018

(6,674)
(5,082)
5,866

104,524
216
—
—
(1,724)
5,336
—
1,862
—
—
(2,568)
5,573
1,591

28,657
(5,686)
(7,997)

99,090
95
764
274
—
4,378
—
1,950
43,993
(40,784)
(5,760)
6,201
7,702

(26,333)
1,540
17,006

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . .

193,289

217,580

201,993

Cash flows from investing activities:

Capital expenditures for operating hotels . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures for Frenchman’s Reef reconstruction . . . . . . . . . . . .
Hotel acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of properties, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from property insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(102,660)
(96,599)

(109,447)
(5,724)
— (259,883)
—
—
32,466
133,529

(97,424)
—
(93,795)
(764)
10,042

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . .

(65,730)

(342,588)

(181,941)

Cash flows from financing activities:

Scheduled mortgage debt principal payments . . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock and other
. . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of common stock, net . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of mortgage debt
Proceeds from unsecured term loan . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of unsecured term loans . . . . . . . . . . . . . . . . . . . . . . . . . . .
Draws on senior unsecured credit facility . . . . . . . . . . . . . . . . . . . . . . . .
Repayments of senior unsecured credit facility . . . . . . . . . . . . . . . . . . . .
Payment of financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Shares redeemed to satisfy tax withholdings on vested share-based

(14,195)
(42,828)
—
—
350,000
(300,000)
150,000
(75,000)
(4,805)

(13,612)
(32,182)
92,679

(12,417)
—
—
— (170,368)
200,000
—
—
—
(1,579)

50,000
—
85,000
(85,000)
(412)

compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distributions on common stock and units . . . . . . . . . . . . . . . . . . . . . . . .

(485)
(102,052)

(931)
(102,709)

(537)
(100,542)

Net cash used in financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . .

(39,365)

(7,167)

(85,443)

Net increase (decrease) in cash and cash equivalents, and restricted cash . . . .
Cash, cash equivalents, and restricted cash beginning of year . . . . . . . . . . . .

88,194
91,598

(132,175)
223,773

(65,391)
289,164

Cash, cash equivalents, and restricted cash, end of year . . . . . . . . . . . . . . . .

$ 179,792

$ 91,598

$ 223,773

The accompanying notes are an integral part of these consolidated financial statements.

F-10

DIAMONDROCK HOSPITALITY COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

Years Ended December 31, 2019, 2018 and 2017

(in thousands)

2019

2018

2017

Supplemental Disclosure of Cash Flow Information:
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$43,742

$38,548

$36,288

Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,470

$ 2,208

$ 3,251

Capitalized interest

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,944

$ — $ —

Non-cash cumulative effect of ASC 842 accounting standard adoption . . . . . . . . . .

$15,286

$ — $ —

Non-cash Investing and Financing Activities:
Unpaid dividends and distributions declared . . . . . . . . . . . . . . . . . . . . . . . . . . .

$25,815

$26,339

$25,708

Loan assumed in hotel acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ — $ 2,943

$ —

Issuance of Operating Partnership units in connection with acquisition of hotel

property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ — $ 7,784

$ —

Redemption of Operating Partnership units for common stock . . . . . . . . . . . . . . .

$ — $ —

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported
within the consolidated balance sheets to the amount shown within the consolidated statements of cash
flows:

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restricted cash(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$122,524
57,268

$43,863
47,735

$183,569
40,204

Total cash, cash equivalents, and restricted cash . . . . . . . . . . . . . . . . .

$179,792

$91,598

$223,773

2019

2018

2017

(1) Restricted cash primarily consists of reserves for replacement of furniture and fixtures held by our

hotel managers and cash held in escrow pursuant to lender requirements.

The accompanying notes are an integral part of these consolidated financial statements.

F-11

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements

1. Organization

DiamondRock Hospitality Company (the ‘‘Company’’ or ‘‘we’’) is a lodging-focused real estate

company that owns a portfolio of premium hotels and resorts. Our hotels are concentrated in key
gateway cities and in destination resort locations and many of our hotels are operated under a brand
owned by one of the leading global lodging brand companies (Marriott International, Inc. (‘‘Marriott’’)
or Hilton Worldwide (‘‘Hilton’’)). We are an owner, as opposed to an operator, of the hotels in our
portfolio. As an owner, we receive all of the operating profits or losses generated by our hotels after
we pay fees to the hotel managers, which are based on the revenues and profitability of the hotels.

As of December 31, 2019, we owned 31 hotels with 10,102 rooms, located in the following markets:

Atlanta, Georgia; Boston, Massachusetts (2); Burlington, Vermont; Charleston, South Carolina;
Chicago, Illinois (2); Denver, Colorado (2); Fort Lauderdale, Florida; Fort Worth, Texas; Huntington
Beach, California; Key West, Florida (2); New York, New York (4); Phoenix, Arizona; Salt Lake City,
Utah; San Diego, California; San Francisco, California (2); Sedona, Arizona (2); Sonoma, California;
South Lake Tahoe, California; Washington D.C. (2); St. Thomas, U.S. Virgin Islands; and Vail,
Colorado. As of December 31, 2019, the Frenchman’s Reef & Morning Star Beach Resort
(‘‘Frenchman’s Reef’’) is currently closed as a result of damage incurred from Hurricanes Irma and
Maria in September 2017.

We conduct our business through a traditional umbrella partnership real estate investment trust, or

UPREIT, in which our hotel properties are owned by our operating partnership, DiamondRock
Hospitality Limited Partnership, or subsidiaries of our operating partnership. The Company is the sole
general partner of our operating partnership and owns either directly or indirectly 99.6% of the limited
partnership units (‘‘OP units’’) of our operating partnership. The remaining 0.4% of the OP units are
held by third parties, otherwise unaffiliated with the Company. See Note 5 for additional disclosures
related to OP units.

2. Summary of Significant Accounting Policies

Basis of Presentation

Our financial statements include all of the accounts of the Company and its subsidiaries in
accordance with U.S. GAAP. All intercompany accounts and transactions have been eliminated in
consolidation. If the Company determines that it has an interest in a variable interest entity within the
meaning of the Financial Accounting Standards Board (‘‘FASB’’) Accounting Standards Codification
(‘‘ASC’’) 810, Consolidation, the Company will consolidate the entity when it is determined to be the
primary beneficiary of the entity. Our operating partnership meets the criteria of a variable interest
entity. The Company is the primary beneficiary and, accordingly, we consolidate our operating
partnership. The Company’s sole significant asset is its investment in its operating partnership, and
consequently, substantially all of the Company’s assets and liabilities represent those assets and
liabilities of its operating partnership. In addition, all of the Company’s debt is an obligation of its
operating partnership.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported

F-12

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.

Risks and Uncertainties

The state of the overall economy can significantly impact hotel operational performance and thus,

impact our financial position. Should any of our hotels experience a significant decline in operational
performance, it may affect our ability to make distributions to our stockholders and service debt or
meet other financial obligations.

Fair Value Measurements

In evaluating fair value, U.S. GAAP outlines a valuation framework and creates a fair value
hierarchy that distinguishes between market assumptions based on market data (observable inputs) and
a reporting entity’s own assumptions about market data (unobservable inputs). The hierarchy ranks the
quality and reliability of inputs used to determine fair value, which are then classified and disclosed in
one of the three categories. The three levels are as follows:

(cid:127) Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities

(cid:127) Level 2—Inputs include quoted prices in active markets for similar assets and liabilities, quoted
prices for identical or similar assets in markets that are not active and model-derived valuations
whose inputs are observable

(cid:127) Level 3—Model-derived valuations with unobservable inputs

Property and Equipment

Following the adoption of FASB Accounting Standards Update (‘‘ASU’’) No. 2017-01, investments

in hotel properties, including related land, land improvements, building and furniture, fixtures and
equipment and identifiable intangible assets are generally accounted for as asset acquisitions, which are
recorded at total cost and allocated based on relative fair value. Direct acquisition-related costs are
capitalized as a component of the acquired assets. Property and equipment purchased after the hotel
acquisition date is recorded at cost. Replacements and improvements are capitalized, while repairs and
maintenance are expensed as incurred. Upon the sale or retirement of a fixed asset, the cost and
related accumulated depreciation are removed from the Company’s accounts and any resulting gain or
loss is included in the statements of operations.

Depreciation is computed using the straight-line method over the estimated useful lives of the

assets, generally 5 to 40 years for buildings, land improvements and building improvements and 1 to
10 years for furniture, fixtures and equipment. Leasehold improvements are amortized over the shorter
of the lease term or the useful lives of the related assets.

We review our investments in hotel properties for impairment whenever events or changes in
circumstances indicate that the carrying value of the hotel properties may not be recoverable. Events or
circumstances that may cause a review include, but are not limited to, adverse changes in the demand
for lodging at the properties, current or projected losses from operations, and an expectation that the
property is more likely than not to be sold significantly before the end of its useful life. Management
performs an analysis to determine if the estimated undiscounted future cash flows from operations and

F-13

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

the proceeds from the ultimate disposition of a hotel, less costs to sell, exceed its carrying value. If the
estimated undiscounted future cash flows are less than the carrying amount of the asset, an adjustment
to reduce the carrying amount to the related hotel’s estimated fair market value is recorded and an
impairment loss is recognized.

We classify a hotel as held for sale in the period that we have made the decision to dispose of the

hotel, a binding agreement to purchase the property has been signed under which the buyer has
committed a significant amount of nonrefundable cash and no significant financing or other
contingencies exist which could cause the transaction to not be completed in a timely manner. If these
criteria are met, we record an impairment loss if the fair value less costs to sell is lower than the
carrying amount of the hotel and related assets and cease recording depreciation expense, and classify
the assets and related liabilities as held for sale on the balance sheet.

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be

cash equivalents.

Revenue Recognition

Revenues from hotel operations are recognized when the goods or services are provided. Revenues

consist of room sales, food and beverage sales, and other hotel department revenues, such as
telephone, parking, gift shop sales and resort fees. Rooms revenue is recognized over the length of stay
that the hotel room is occupied by the customer. Food and beverage revenue is recognized at the point
in time in which the goods and/or services are rendered to the customer, such as for restaurant dining
services or banquet services. Other revenues are recognized at the point in time or over the time
period that goods or services are provided to the customer. Certain ancillary services are provided by
third parties and we assess whether we are the principal or agent in these arrangements. If we are the
agent, revenue is recognized based upon the commission earned from the third party. If we are the
principal, we recognize revenue based upon the gross sales price.

Advance deposits are recorded as liabilities when a customer or group of customers provides a
deposit for a future stay or banquet event at our hotels. Advance deposits are converted to revenue
when the services are provided to the customer or when a customer with a noncancelable reservation
fails to arrive for part or all of the reservation. Conversely, advance deposits are generally refundable
upon guest cancellation of the related reservation within an established period of time prior to the
reservation.

Income Taxes

We account for income taxes using the asset and liability method. Deferred tax assets and liabilities

are recognized for the estimated future tax consequences attributable to the differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities from a change in tax rates is recognized in earnings during the period in which the new
rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely
than not that they will be realized based on consideration of all available evidence, including the future

F-14

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

reversals of existing taxable temporary differences, future projected taxable income and tax planning
strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is
more likely than not that some or all of the deferred tax assets will not be realized.

We have elected to be treated as a REIT under the provisions of the Internal Revenue Code,
which requires that we distribute at least 90% of our taxable income annually to our stockholders and
comply with certain other requirements. In addition to paying federal and state taxes on any retained
income, we may be subject to taxes on ‘‘built-in gains’’ on sales of certain assets. Our taxable REIT
subsidiaries will generally be subject to federal, state, local and/or foreign income taxes.

In order for the income from our hotel property investments to constitute ‘‘rents from real

properties’’ for purposes of the gross income tests required for REIT qualification, the income we earn
cannot be derived from the operation of any of our hotels. Therefore, we lease each of our hotel
properties to a wholly owned subsidiary of Bloodstone TRS, Inc., our existing taxable REIT subsidiary,
or TRS, except for Frenchman’s Reef, which is owned by a Virgin Islands corporation, which we have
elected to be treated as a TRS, and Cavallo Point, The Lodge at the Golden Gate (‘‘Cavallo Point’’),
which is leased to a wholly owned subsidiary of the Company, which we have elected to be treated as a
TRS.

We had no accruals for tax uncertainties as of December 31, 2019 and 2018.

Intangible Assets and Liabilities

Intangible assets or liabilities are recorded on non-market contracts assumed as part of the

acquisition of certain hotels. We review the terms of agreements assumed in conjunction with the
purchase of a hotel to determine if the terms are favorable or unfavorable compared to an estimated
market agreement at the acquisition date. Favorable contract assets or unfavorable contract liabilities
are recorded at the acquisition date and amortized using the straight-line method over the term of the
agreement. We do not amortize intangible assets with indefinite useful lives, but we review these assets
for impairment annually or at interim periods if events or circumstances indicate that the asset may be
impaired.

Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted-average number of
common shares outstanding during the period. Diluted earnings per share is calculated by dividing net
income by the weighted-average number of common shares outstanding during the period plus other
potentially dilutive securities such as stock grants or shares issuable in the event of conversion of
operating partnership units. No adjustment is made for shares that are anti-dilutive during a period.

Share-Based Compensation

We account for share-based employee compensation using the fair value based method of

accounting. We record the cost of awards with service or market conditions based on the grant-date fair
value of the award. That cost is recognized over the period during which an employee is required to
provide service in exchange for the award. No compensation cost is recognized for equity instruments
for which employees do not render the requisite service.

F-15

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Comprehensive Income

We do not have any comprehensive income other than net income. If we have any comprehensive

income in future periods, such that a statement of comprehensive income would be necessary, such
statement will be reported as one statement with the consolidated statement of operations.

Derivative Instruments

In the normal course of business, we are exposed to the effects of interest rate changes. We may
enter into derivative instruments, including interest rate swaps and caps, to manage or hedge interest
rate risk. Derivative instruments are recorded at fair value on the balance sheet date. Changes in the
fair value of derivatives are recorded each period and are included in interest expense in the
accompanying consolidated statements of operations.

Noncontrolling Interests

The noncontrolling interest is the portion of equity in our consolidated operating partnership not
attributable, directly or indirectly, to the Company. Such noncontrolling interests are reported on the
consolidated balance sheets within equity, separately from the Company’s equity. On the consolidated
statements of operations, revenues, expenses and net income or loss from our less-than-wholly-owned
operating partnership are reported within the consolidated amounts, including both the amounts
attributable to the Company and noncontrolling interests. Income or loss is allocated to noncontrolling
interests based on their weighted average ownership percentage for the applicable period. Consolidated
statements of equity include beginning balances, activity for the period and ending balances for
stockholders’ equity, noncontrolling interests and total equity.

Restricted Cash

Restricted cash primarily consists of cash held in reserve for replacement of furniture and fixtures

generally held by our hotel managers and cash held in escrow pursuant to lender requirements.

Debt Issuance Costs

Financing costs are recorded at cost as a component of the debt carrying amount and consist of
loan fees and other costs incurred in connection with the issuance of debt. Amortization of deferred
financing costs is computed using a method that approximates the effective interest method over the
remaining life of the debt and is included in interest expense in the accompanying consolidated
statements of operations.

Due to/from Hotel Managers

The due from hotel managers consists of hotel level accounts receivable, periodic hotel operating

distributions receivable from managers and prepaid and other assets held by the hotel managers on our
behalf. The due to hotel managers represents liabilities incurred by the hotel on behalf of us in
conjunction with the operation of our hotels which are legal obligations of the Company.

F-16

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

Key Money

Key money received in conjunction with entering into hotel management or franchise agreements

or completing specific capital projects is deferred and amortized over the term of the hotel
management agreement, the term of the franchise agreement, or other systematic and rational period,
if appropriate. Deferred key money is classified as deferred income in the accompanying consolidated
balance sheets and amortized as an offset to management fees or franchise fees.

Leases

We determine if an arrangement is a lease or contains an embedded lease at inception. For
agreements with both lease and nonlease components (e.g., common-area maintenance costs), we do
not separate the nonlease components from the lease components, but account for these components
as one. We determine the lease classification (operating or finance) at lease inception.

Right-of-use assets and lease liabilities are recognized based on the present value of the future

lease payments over the lease term at the commencement date. The discount rate used to determine
the present value of the lease payments is our incremental borrowing rate as of the lease
commencement date, as the implicit rate is not readily determinable. The right-of-use assets also
include any initial direct costs and any lease payments made at or before the commencement date, and
is reduced for any unrestricted incentives received at or before the commencement date.

Options to extend or terminate the lease are included in the recognition of our right-of-use assets

and lease liabilities when it is reasonably certain that we will exercise the option. Variable payments
that are based on an index or a rate are included in the recognition of our right-of-use assets and lease
liabilities using the index or rate at lease commencement; however, changes to these lease payments
due to rate or index updates are recorded as rent expense in the period incurred. Contingent rentals
based on a percentage of sales in excess of stipulated amounts are not included in the measurement of
the lease liability and right-of-use asset but will be recognized as variable lease expense when they are
incurred. Leases that contain provisions that increase the fixed minimum lease payments based on
previously incurred variable lease payments related to performance will be remeasured, as these
payments now represent an increase in the fixed minimum payments for the remainder of the lease
term. However, leases with provisions that increase minimum lease payments based on changes in a
reference index or rate (e.g. Consumer Price Index) will not be remeasured as such changes do not
constitute a resolution of a contingency.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentrations of credit
risk consist principally of our cash and cash equivalents. We maintain cash and cash equivalents with
various financial institutions. We perform periodic evaluations of the relative credit standing of these
financial institutions and limit the amount of credit exposure with any one institution.

Segment Reporting

Each one of our hotels is an operating segment. We evaluate each of our properties on an
individual basis to assess performance, the level of capital expenditures, and acquisition or disposition

F-17

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

transactions. Our evaluation of individual properties is not focused on property type (e.g. urban,
suburban, or resort), brand, geographic location, or industry classification.

We aggregate our operating segments using the criteria established by U.S. GAAP, including the

similarities of our product offering, types of customers and method of providing service. All of our
properties react similarly to economic stimulus, such as business investment, changes in Gross Domestic
Product, and changes in travel patterns. As such, all our operating segments meet the aggregation
criteria, resulting in a single reportable segment represented by our consolidated financial results.

Accounting for Impacts of Natural Disasters

Assets destroyed or damaged as a result of natural disasters or other involuntary events are written
off or reduced in carrying value to their salvage value. When recovery of all or a portion of the amount
of property damage loss or other covered expenses through insurance proceeds is demonstrated to be
probable, a receivable is recorded and offsets the loss or expense up to the amount of the total loss or
expense. No gain is recorded until all contingencies related to the insurance claim have been resolved.
Income resulting from business interruption insurance is not recognized until all contingencies related
to the insurance recoveries are resolved.

In September 2017, Hurricane Irma caused significant damage to Frenchman’s Reef and Havana

Cabana Key West. Frenchman’s Reef was further impacted by Hurricane Maria. The Company filed
insurance claims for the remediation and repair of property damage and business interruption resulting
from the hurricanes, as well as from the 2017 wildfires in Northern California that impacted The Lodge
at Sonoma. In July 2018, the Company settled the insurance claims for Havana Cabana Key West and
The Lodge at Sonoma. The Havana Cabana Key West insurance claim was settled for $8.3 million, net
of deductibles, and we recorded a gain of approximately $1.7 million related to the property damage.
The Lodge at Sonoma claim was settled for $1.3 million, net of deductibles. In June 2019, the
Company settled the insurance claim for Frenchman’s Reef related to the damages caused by
Hurricane Maria for $1.4 million. In December 2019, the Company settled the insurance claim related
to Hurricane Irma for total insurance payments of $246.8 million, of which $238.5 million related to
Frenchman’s Reef and $8.3 million related to amounts previously agreed to for the Havana Cabana
Key West. The settlement amount includes proceeds previously received of $85.0 million and
$10.0 million during the years ended December 31, 2018 and 2017, respectively.

We received $142.5 million, $85.0 million and $10.0 million in insurance proceeds during the years
ended December 31, 2019, 2018 and 2017, respectively. Subsequent to December 31, 2019, we received
the remaining $10.7 million committed insurance proceeds related to the Hurricane Irma settlement.

For the year ended December 31, 2019, we recognized a $144.2 million gain related to the

settlement of the property damage insurance claim at Frenchman’s Reef. For the year ended
December 31, 2018, we recognized a $1.7 million gain related to the settlement of the property damage
insurance claim at the Havana Cabana Key West.

F-18

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

2. Summary of Significant Accounting Policies (Continued)

The following table summarizes the business interruption insurance income by impacted hotel

property (in thousands):

Frenchman’s Reef . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Havana Cabana Key West . . . . . . . . . . . . . . . . . . . . . . .
The Lodge at Sonoma . . . . . . . . . . . . . . . . . . . . . . . . . .

$8,822
—
—

$16,090
2,137
1,152

$3,128
923
—

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$8,822

$19,379

$4,051

Year Ended December 31,

2019

2018

2017

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which primarily changes

the lessee’s accounting for operating leases by requiring recognition of right-of-use assets and lease
liabilities. This standard is effective for annual reporting periods beginning after December 15, 2018.
We adopted ASU No. 2016-02, along with its related clarifications and amendments (collectively,
‘‘ASC 842’’), on January 1, 2019. Our consolidated financial statements as of December 31, 2019 are
presented in accordance with ASC 842. The primary impact of the new standard is to the treatment of
our ground leases, which represent the majority of all of our operating lease payments. Upon adoption,
our right-of-use assets were adjusted for deferred rent and favorable and unfavorable lease intangible
amounts included on our balance sheet as of December 31, 2018. On January 1, 2019, we recognized
lease liabilities totaling $101.2 million and right-of-use assets totaling $99.6 million.

We adopted ASC 842 using the modified retrospective approach whereby the cumulative effect of

adoption was recognized in accumulated deficit on the adoption date and prior periods were not
restated. The adoption of the standard did not have a material impact to our results of operations, cash
flows, or liquidity. On adoption of the standard, we elected all available practical expedients provided
for in ASC 842, including: (i) no reassessment of whether any expired or existing contracts were or
contained leases; (ii) no reassessment of the lease classification for any expired or existing leases;
(iii) no reassessment of initial direct costs for any existing leases; and (iv) use of hindsight in
determining the lease term and in assessing the likelihood that a purchase option will be exercised. The
practical expedients were consistently applied to all existing leases as of January 1, 2019. We also
elected an accounting policy to account for leases with an initial term of 12 months or less using
existing guidance for operating leases. For lease agreements in which we are the lessor, we have
analyzed the standard and determined that there was no material impact to the recognition,
measurement, or presentation of these revenues. Room revenues, which constitute the majority of our
revenues, are considered short-term leases. We also earn revenues from certain retail leases at our
hotel properties, which are included in other revenue.

F-19

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

3. Property and Equipment

Property and equipment as of December 31, 2019 and 2018 consists of the following (in

thousands):

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture, fixtures and equipment . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . .

617,695
7,994
2,751,590
534,802
126,464

$ 617,695
7,994
2,682,320
491,421
38,623

2019

2018

Less: accumulated depreciation . . . . . . . . . . . . . . . . . . . .

4,038,545
(1,011,776)

3,838,053
(893,436)

$ 3,026,769

$2,944,617

As of December 31, 2019 and 2018, we had accrued capital expenditures of $13.1 million and

$12.4 million, respectively.

4. Leases

We are subject to operating leases, the most significant of which are ground leases. We are the

lessee to ground leases under nine of our hotels and one parking garage. The lease liabilities for our
operating leases assume the exercise of all available extension options, as we believe they are
reasonably certain to be exercised. Additional information regarding the terms of our ground leases can
be found in Note 12. As of December 31, 2019, our operating leases have a weighted-average
remaining lease term of 66 years and a weighted-average discount rate of 5.77%.

The components of operating lease expense, which is included in other hotel expenses in our
consolidated statements of operations, and cash paid for amounts included in the measurement of lease
liabilities, are as follows (in thousands):

Operating lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Variable lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended
December 31, 2019

$11,248

$ 1,466

Cash paid for amounts included in the measurement of operating

lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,239

F-20

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

4. Leases (Continued)

Maturities of lease liabilities are as follows (in thousands):

Year Ending December 31,

As of
December 31, 2019

2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,315
4,805
3,940
3,997
3,976
759,124

Total lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

779,157
(675,532)

Total lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 103,625

The future minimum annual rental commitments under all non-cancelable operating leases in

effect as of December 31, 2018 as determined prior to the adoption of ASC 842 and its related
practical expedients, are as follows (in thousands):

Year Ending December 31,

2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

As of
December 31, 2018

$ 5,232
4,866
6,132
5,122
5,096
636,770

$663,218

5. Equity

Common Shares

We are authorized to issue up to 400 million shares of common stock, $0.01 par value per share.
Each outstanding share of common stock entitles the holder to one vote on all matters submitted to a
vote of stockholders. Holders of our common stock are entitled to receive dividends out of assets
legally available for the payment of dividends when authorized by our board of directors.

We have an ‘‘at-the-market’’ equity offering program (the ‘‘ATM Program’’), pursuant to which we
may issue and sell shares of our common stock from time to time, having an aggregate offering price of
up to $200 million. We did not sell any shares of common stock during the year ended December 31,
2019, and the full amount remains available under the ATM Program.

Our board of directors has approved a share repurchase program authorizing us to repurchase

shares of our common stock having an aggregate price of up to $250 million. Repurchases under this
program are made in open market or privately negotiated transactions as permitted by federal
securities laws and other legal requirements. This authority may be exercised from time to time and in

F-21

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

5. Equity (Continued)

such amounts as market conditions warrant, and subject to regulatory considerations. The timing,
manner, price and actual number of shares repurchased will depend on a variety of factors including
stock price, corporate and regulatory requirements, market conditions, and other corporate liquidity
requirements and priorities. The share repurchase program may be suspended or terminated at any
time without prior notice. During the year ended December 31, 2019, we repurchased 4,428,947 shares
of our common stock at an average price of $9.65 per share for a total purchase price of $42.8 million.
We retired all repurchased shares on their respective settlement dates. As of February 28, 2020, we
have $175.2 million of authorized capacity remaining under our share repurchase program.

Preferred Shares

We are authorized to issue up to 10 million shares of preferred stock, $0.01 par value per share.

Our board of directors is required to set for each class or series of preferred stock the terms,
preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other
distributions, qualifications, and terms or conditions of redemption. As of December 31, 2019 and 2018,
there were no shares of preferred stock outstanding.

Operating Partnership Units

In connection with the acquisition of Cavallo Point in December 2018, we issued 796,684 OP units

to third parties, otherwise unaffiliated with the Company, at $11.76 per unit. Each OP unit is
redeemable at the option of the holder. Holders of OP units have certain redemption rights, which
enable them to cause our operating partnership to redeem their units in exchange for cash per unit
equal to the market price of our common stock, at the time of redemption, or, at our option, for shares
of our common stock on a one-for-one basis, subject to adjustment upon the occurrence of stock splits,
mergers, consolidations or similar pro-rata share transactions. As of December 31, 2019, there were
792,131 OP units held by unaffiliated third parties.

Long-Term Incentive Partnership units (‘‘LTIP units’’), which are also referred to as profits interest

units, may be issued to eligible participants under the 2016 Plan (as defined in Note 6 below) for the
performance of services to, or for the benefit of, our operating partnership. LTIP units are a class of
partnership unit in our operating partnership and will receive, whether vested or not, the same per-unit
distributions as the outstanding common OP units, which equal per-share dividends on shares of our
common stock. Initially, LTIP units have a capital account balance of zero, do not receive an allocation
of operating income (loss), and do not have full parity with common OP units with respect to
liquidating distributions. If such parity is reached, vested LTIP units may be converted, at any time, into
an equal number of common OP units, and thereafter will possess all of the rights and interests of
common OP units, including the right to exchange the common OP units for cash per unit equal to the
market price of our common stock, at the time of redemption, or, at our option, for shares of our
common stock on a one-for-one basis, subject to adjustment upon the occurrence of stock splits,
mergers, consolidations or similar pro-rata share transactions. See Note 6 for additional disclosures
related to LTIP units.

F-22

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

5. Equity (Continued)

Dividends and Distributions

We have paid the following dividends to holders of our common stock and distributions to holders
of OP units and LTIP units for the years ended December 31, 2019 and 2018, and through the date of
this report:

Payment Date

Record Date

Distributions per
Common Share/Unit

March 29, 2018
June 29, 2018
September 28, 2018
January 4, 2019
March 29, 2019
June 28, 2019
September 30, 2019
January 2, 2020

$0.125
$0.125
$0.125
$0.125
$0.125
$0.125
$0.125
$0.125

6. Stock Incentive Plans

We are authorized to issue up to 6,082,664 shares of our common stock under our 2016 Equity
Incentive Plan (the ‘‘2016 Plan’’), of which we have issued or committed to issue 1,351,686 shares as of
December 31, 2019. In addition to these shares, additional shares of common stock could be issued in
connection with the performance stock unit awards as further described below.

Restricted Stock Awards

Restricted stock awards issued to our officers and employees generally vest over a three-year
period from the date of the grant based on continued employment. We measure compensation expense
for the restricted stock awards based upon the fair market value of our common stock at the date of
grant. Compensation expense is recognized on a straight-line basis over the vesting period and is

F-23

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

6. Stock Incentive Plans (Continued)

included in corporate expenses in the accompanying consolidated statements of operations. A summary
of our restricted stock awards from January 1, 2017 to December 31, 2019 is as follows:

Unvested balance at January 1, 2017 . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unvested balance at December 31, 2017 . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unvested balance at December 31, 2018 . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Number of
Shares

567,540
324,502
(16,669)
(244,411)

630,962
349,091
(51,061)
(287,148)

641,844
162,806
(21,534)
(310,117)

Weighted-Average
Grant Date
Fair Value

$10.62
11.19
10.80
11.29

10.66
10.19
10.44
11.02

10.25
10.38
10.37
10.08

Unvested balance at December 31, 2019 . . . . . . . . . . . . .

472,999

$10.40

The remaining share awards are expected to vest as follows: 237,866 during 2020, 139,152 during

2021, 32,005 during 2022, and 63,976 during 2023. As of December 31, 2019, the unrecognized
compensation cost related to restricted stock awards was $2.9 million and the weighted-average period
over which the unrecognized compensation expense will be recorded is approximately 22 months. For
the years ended December 31, 2019, 2018, and 2017, we recorded $2.6 million, $3.1 million and
$3.1 million, respectively, of compensation expense related to restricted stock awards.

Performance Stock Units

Performance stock units (‘‘PSUs’’) are restricted stock units that vest three years from the date of

grant. Each executive officer is granted a target number of PSUs (the ‘‘PSU Target Award’’). The
actual number of shares of common stock issued to each executive officer is based on the Company’s
performance as measured by two metrics: (1) relative total stockholder return and (2) hotel market
share improvement.

The achievement of certain levels of total stockholder return relative to the total stockholder

return of a peer group of publicly-traded lodging REITs is measured over a three-year performance
period. There is no payout of shares of our common stock if our total stockholder return falls below
the 30th percentile of the total stockholder returns of the peer group. The maximum number of shares
of common stock issued to an executive officer is equal to 150% of the PSU Target Award and is
earned if our total stockholder return is equal to or greater than the 75th percentile of the total
stockholder returns of the peer group.

The improvement in market share for each of our hotels is measured over a three-year

performance period based on a report prepared for each hotel by STR Global, a well-recognized and
universally accepted benchmarking service for the hospitality industry.

F-24

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

6. Stock Incentive Plans (Continued)

The ratio of total PSUs issued to executive officers is divided between the two metrics as follows:

Grant Year

Total

Vesting
Year

Shareholder Hotel Market

Return

2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2017
2018
2019
2020
2021
2022

100%
100%
75%
50%
50%(1)
50%(1)

—%
—%
25%
50%
50%
50%

(1) The number of PSUs to be earned is limited to target if the Company’s total stockholder

return is negative for the performance period.

We measure compensation expense for the PSUs based upon the fair market value of the award at

the grant date. Compensation expense is recognized on a straight-line basis over the three-year
performance period and is included in corporate expenses in the accompanying consolidated statements
of operations. The grant date fair value of the portion of the PSUs based on our relative total
stockholder return is determined using a Monte Carlo simulation performed by a third-party valuation
firm. The grant date fair value of the portion of the PSUs based on improvement in market share for
each of our hotels is the closing price of our common stock on the grant date. The determination of
the grant-date fair values of outstanding awards based on our relative total stockholder return included
the following assumptions:

Award Grant Date

Volatility

Risk-Free
Rate

Fair Value at
Grant Date

February 26, 2017 . . . . . . . . . . . . . . . . . . . . . . . . .
March 2, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
April 2, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
March 1, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

26.7% 1.46%
26.9% 2.40%
26.9% 2.37%
24.3% 2.54%

$10.89
$ 9.52
$ 9.00
$ 9.68

F-25

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

6. Stock Incentive Plans (Continued)

A summary of our PSUs from January 1, 2017 to December 31, 2019 is as follows:

Unvested balance at January 1, 2017 . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional units from dividends . . . . . . . . . . . . . . . . . . .
Vested(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unvested balance at December 31, 2017 . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional units from dividends . . . . . . . . . . . . . . . . . . .
Vested(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Unvested balance at December 31, 2018 . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional units from dividends . . . . . . . . . . . . . . . . . . .
Vested(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Number of
Units

686,684
266,009
33,478
(200,374)

785,797
293,111
35,197
(218,514)
(113,668)

781,923
296,050
40,662
(251,375)
(70,728)

Weighted-Average
Grant Date
Fair Value

$10.65
11.04
11.17
12.15

10.42
9.82
11.24
11.98
9.86

11.19
10.14
10.00
8.80
9.93

Unvested balance at December 31, 2019 . . . . . . . . . . . . .

796,532

$11.16

(1) There was no payout of shares of our common stock for PSUs that vested on

February 27, 2017, as our total stockholder return fell below the 30th percentile of the
total stockholder returns of the peer group over the three-year performance period.

(2) The number of shares of common stock earned for the PSUs vested in 2018 was equal to

51.75% of the PSU Target Award

(3) The number of shares of common stock earned for the PSUs vested in 2019 was equal to

74.33% of the PSU Target Award.

The remaining unvested target units are expected to vest as follows: 243,022 during 2020, 287,477
during 2021 and 266,033 during 2022. As of December 31, 2019, the unrecognized compensation cost
related to the PSUs was $3.0 million and is expected to be recognized on a straight-line basis over a
period of 21 months. For the years ended December 31, 2019, 2018, and 2017, we recorded
approximately $2.4 million, $1.9 million, and $2.5 million, respectively, of compensation expense related
to the PSUs.

The compensation expense recorded for the year ended December 31, 2018 includes the reversal

of $1.0 million of previously recognized compensation expense resulting from the forfeiture of PSUs by
our former Executive Vice President and Chief Financial Officer.

LTIP Units

During the first quarter of 2019, instead of granting restricted stock for the time-based portion of
the annual long-term incentive award, we granted LTIP units to our executive officers. LTIP units are
designed to offer executives a long-term incentive comparable to restricted stock, while allowing them a

F-26

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

6. Stock Incentive Plans (Continued)

more favorable income tax treatment. Each LTIP unit awarded is deemed equivalent to an award of
one share of common stock reserved under the 2016 Plan. At the time of award, LTIP units do not
have full economic parity with common OP units, but can achieve such parity over time upon the
occurrence of specified events in accordance with partnership tax rules.

A summary of our LTIP units from January 1, 2019 to December 31, 2019 is as follows:

Unvested balance at January 1, 2019 . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Number of
Units

—
281,925
(37,559)

Unvested balance at December 31, 2019 . . . . . . . . . . . . .

244,366

Weighted-Average
Grant Date
Fair Value

$ —
10.65
10.65

$10.65

During the year ended December 31, 2019, we granted 281,925 LTIP units to executive officers,
which had a weighted-average grant date fair value of $10.65 per unit. There are currently no vested
LTIP units outstanding. The LTIP units are expected to vest ratably in 2020, 2021, and 2022. As of
December 31, 2019, the unrecognized compensation cost related to LTIP unit awards was $1.9 million
and the weighted-average period over which the unrecognized compensation expense will be recorded
is approximately 26 months. We recorded $0.7 million of compensation expense related to LTIP unit
awards for the year ended December 31, 2019. We did not record any compensation expense related to
LTIP unit awards during 2018 or 2017.

7. Earnings Per Share

Basic earnings per share is calculated by dividing net income available to common stockholders by

the weighted-average number of common shares outstanding. Diluted earnings per share is calculated
by dividing net income available to common stockholders by the weighted-average number of common
shares outstanding including dilutive securities.

Unvested share-based awards that contain nonforfeitable rights to dividends or dividend

equivalents (whether paid or unpaid) are participating securities and are included in the computation of
earnings per share pursuant to the two-class method. Accordingly, distributed and undistributed
earnings attributable to unvested share-based compensation (participating securities) have been
excluded, as applicable, from net income or loss available to common stockholders used in the basic
and diluted earnings per share calculations.

F-27

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

7. Earnings Per Share (Continued)

The following is a reconciliation of the calculation of basic and diluted earnings per share (in

thousands, except share and per-share data):

Years Ended December 31,

2019

2018

2017

Numerator:

Net income attributable to common stockholders . . . . .
Distributions declared on unvested share-based

183,487

87,784

91,877

compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(132)

—

Net income available to common stockholders . . . . . . .

183,355

87,784

91,877

Denominator:
Weighted-average number of common shares

outstanding—basic . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of dilutive securities:

Unvested restricted common stock . . . . . . . . . . . . . .
Shares related to unvested PSUs . . . . . . . . . . . . . . .

Weighted-average number of common shares

202,009,750

205,462,911

200,784,450

156,146
575,734

215,655
452,584

188,759
548,259

outstanding—diluted . . . . . . . . . . . . . . . . . . . . . . . . . .

202,741,630

206,131,150

201,521,468

Earnings per share:

Net income per share available to common

stockholders—basic . . . . . . . . . . . . . . . . . . . . . . . . .

Net income per share available to common

stockholders—diluted . . . . . . . . . . . . . . . . . . . . . . .

0.91

0.90

0.43

0.46

The common OP units held by the noncontrolling interest holders have been excluded from the

denominator of the diluted earnings per share calculation as there would be no effect on the amounts
since the OP units’ share of income or loss would also be added or subtracted to derive net income
(loss) available to common stockholders.

F-28

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

8. Debt

The following table sets forth information regarding the Company’s debt as of December 31, 2019

and 2018 (dollars in thousands):

Loan

Interest Rate

Maturity Date

2019

2018

Principal Balance as of
December 31,

Salt Lake City Marriott Downtown

mortgage loan . . . . . . . . . . . . . . . . . . .

Westin Washington D.C. City Center

mortgage loan . . . . . . . . . . . . . . . . . . .

The Lodge at Sonoma, a Renaissance

Resort & Spa mortgage loan . . . . . . . . .
Westin San Diego mortgage loan . . . . . . .
Courtyard Manhattan / Midtown East

mortgage loan . . . . . . . . . . . . . . . . . . .
Renaissance Worthington mortgage loan . .
JW Marriott Denver at Cherry Creek

mortgage loan . . . . . . . . . . . . . . . . . . .
Boston Westin mortgage loan . . . . . . . . . .
New Market Tax Credit loan(1) . . . . . . . .
Unamortized debt issuance costs . . . . . .

Total mortgage and other debt, net of

unamortized debt issuance costs . . . . . .

4.25% November 2020

53,273

$ 55,032

3.99% January 2023

60,550

62,734

3.96% April 2023
3.94% April 2023

4.40% August 2024
3.66% May 2025

4.33% July 2025
4.36% November 2025
5.17% December 2020

26,963
61,851

81,107
80,904

27,633
63,385

82,620
82,540

61,253
190,725
2,943
(3,240)

62,411
194,466
2,943
(4,017)

616,329

629,747

— 100,000
— 200,000
50,000
—
(1,781)

50,000
350,000
(1,230)

398,770

348,219

Unsecured term loan . . . . . . . . . . . . . . . . LIBOR + 1.45%(2) May 2021
Unsecured term loan . . . . . . . . . . . . . . . . LIBOR + 1.45%(2) April 2022
Unsecured term loan . . . . . . . . . . . . . . . . LIBOR + 1.40%(3) October 2023
Unsecured term loan . . . . . . . . . . . . . . . . LIBOR + 1.40%(4)

July 2024

Unamortized debt issuance costs . . . . . .

Unsecured term loans, net of unamortized

debt issuance costs . . . . . . . . . . . . . . . .

Senior unsecured credit facility . . . . . . . . .

LIBOR + 1.45% July 2023(5)

75,000

—

Total debt, net of unamortized debt

issuance costs . . . . . . . . . . . . . . . . . .

Weighted-Average Interest Rate . . . . . . . .

3.81%

$1,090,099

$977,966

(1) Assumed in connection with the acquisition of the Hotel Palomar Phoenix on March 1, 2018.

(2) The loan was prepaid on July 25, 2019 in connection with the refinancing described below under the

heading ‘‘Unsecured Term Loans.’’

(3) We entered into an interest rate swap agreement on January 7, 2019 to fix LIBOR at 2.41% through

October 2023.

(4) We entered into an interest rate swap agreement on July 25, 2019 to fix LIBOR at 1.70% through July

2024 for $175 million of the loan.

(5) The credit facility may be extended for an additional year upon the payment of applicable fees and the
satisfaction of certain customary conditions. On July 25, 2019, the credit facility was amended to
increase capacity to $400 million and extend maturity to July 2023.

F-29

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

8. Debt (Continued)

The aggregate debt maturities as of December 31, 2019 are as follows (in thousands):

2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

69,116
13,518
14,096
194,650
432,381
295,808

$1,019,569

Mortgage and Other Debt

We have incurred limited recourse, property specific mortgage debt secured by certain of our

hotels. In the event of default, the lender may only foreclose on the pledged assets; however, in the
event of fraud, misapplication of funds or other customary recourse provisions, the lender may seek
payment from us. As of December 31, 2019, eight of our 31 hotel properties were secured by mortgage
debt.

Our mortgage debt contains certain property specific covenants and restrictions, including
minimum debt service coverage ratios that trigger ‘‘cash trap’’ provisions as well as restrictions on
incurring additional debt without lender consent. As of December 31, 2019, we were in compliance with
the financial covenants of our mortgage debt.

On March 1, 2018, in connection with our acquisition of the Hotel Palomar in Phoenix, Arizona,
we assumed a $2.9 million loan originated under a qualified New Market Tax Credit program. The loan
is interest-only and bears an annual fixed interest rate equal to 5.17%. The loan matures on
December 6, 2020.

Senior Unsecured Credit Facility

Prior to July 25, 2019, we were party to a senior unsecured credit facility with a capacity up to
$300 million with an accordion feature to expand up to $600 million, subject to lender consent. The
maturity date was in May 2020 and the interest rate on the facility was based on a pricing grid ranging
from 150 to 225 basis points over LIBOR, based on the Company’s leverage ratio.

On July 25, 2019, we entered into a Fifth Amended and Restated Credit Agreement (the ‘‘Credit
Agreement’’). The Credit Agreement increased the capacity of our senior unsecured credit facility (the
‘‘Revolving Credit Facility’’) from $300 million to $400 million, decreased the pricing grid and extended
the maturity date from May 2020 to July 2023. The maturity date may be extended for an additional
year upon the payment of applicable fees and the satisfaction of certain customary conditions. The

F-30

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

8. Debt (Continued)

interest rate on the Revolving Credit Facility is based upon LIBOR, plus an applicable margin based
upon the Company’s leverage ratio, as follows:

Leverage Ratio

Less than or equal to 30% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Greater than 30% but less than or equal to 35% . . . . . . . . . . . . . . . . . . .
Greater than 35% but less than or equal to 40% . . . . . . . . . . . . . . . . . . .
Greater than 40% but less than or equal to 45% . . . . . . . . . . . . . . . . . . .
Greater than 45% but less than or equal to 50% . . . . . . . . . . . . . . . . . . .
Greater than 50% but less than or equal to 55% . . . . . . . . . . . . . . . . . . .
Greater than 55% . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Applicable
Margin

1.40%
1.45%
1.50%
1.55%
1.70%
1.90%
2.05%

In addition to the interest payable on amounts outstanding under the Revolving Credit Facility, we
are required to pay an amount equal to 0.20% of the unused portion of the Revolving Credit Facility if
the average usage of the facility was greater than 50% or 0.30% of the unused portion of the Revolving
Credit Facility if the average usage of the facility was less than or equal to 50%.

The Revolving Credit Facility also contains various corporate financial covenants. A summary of

the most restrictive covenants is as follows:

Covenant

Actual at
December 31, 2019

Maximum leverage ratio(1) . . . . . . . . . . . . . . . . .
Minimum fixed charge coverage ratio(2) . . . . . . .
Secured recourse indebtedness . . . . . . . . . . . . . . Less than 45%
of Total Asset
Value
60.0%

Unencumbered leverage ratio . . . . . . . . . . . . . . .
Unencumbered implied debt service coverage

60%
1.50x

ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1.20x

28.5%
3.49x
18.6%

26.0%

2.84x

(1) Leverage ratio is net indebtedness, as defined in the credit agreement, divided by total
asset value, defined in the credit agreement as the value of our owned hotels based on
hotel net operating income divided by a defined capitalization rate.

(2) Fixed charge coverage ratio is Adjusted EBITDA, generally defined in the credit

agreement as EBITDA less FF&E reserves, for the most recently ending 12 months, to
fixed charges, which is defined in the credit agreement as interest expense, all regularly
scheduled principal payments and payments on capitalized lease obligations, for the same
most recently ending 12-month period.

As of December 31, 2019, we had $75 million in borrowings outstanding under the Revolving
Credit Facility and the Company’s leverage ratio was 28.5%. Accordingly, interest on our borrowings
under the Revolving Credit Facility will be based on LIBOR plus 140 basis points for the following
quarter. We incurred interest and unused credit facility fees on the applicable facility of $3.7 million,
$1.2 million and $1.0 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Subsequent to December 31, 2019, we repaid the $75 million outstanding under the Revolving Credit
Facility.

F-31

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

8. Debt (Continued)

Unsecured Term Loans

We are party to two five-year unsecured term loans. In connection with the Credit Agreement
described above, we entered into a new five-year, $350 million unsecured term loan (the ‘‘Term Loan
Facility’’). We are also party to a $50 million unsecured term loan. In connection with the Term Loan
Facility, we repaid the previously existing $100 million and $200 million unsecured term loans. In
connection with the repayment of these term loans, we recorded a $2.4 million loss on early
extinguishment of debt during the year ended December 31, 2019, which related to the write-off of
unamortized debt issuance costs. The Credit Agreement includes the right to increase the Revolving
Credit Facility and Term Loan Facility in aggregate up to $1.2 billion, subject to lender approval.

The financial covenants of the two term loans are consistent with the covenants on our Revolving

Credit Facility, which are described above. In connection with the transaction in July 2019, we also
amended the outstanding $50 million term loan to align the pricing grid and certain other terms with
the Credit Agreement. The interest rate on each of the term loans is based on LIBOR, plus an
applicable margin based on the Company’s leverage ratio, as follows:

Leverage Ratio

Applicable
Margin

1.35%
1.40%
1.45%
1.50%
1.65%
1.85%
2.00%

As of December 31, 2019, the Company’s leverage ratio was 28.5% Accordingly, interest on our

borrowings under the term loans will be based on LIBOR plus 135 basis points for the following
quarter. On January 7, 2019, we entered into an interest rate swap agreement to fix LIBOR at 2.41%
through maturity for the $50 million unsecured term loan. We entered into an interest rate swap
agreement on July 25, 2019 to fix LIBOR at 1.70% through maturity for $175 million of the Term Loan
Facility. We incurred interest on the term loans of $13.7 million, $10.6 million and $6.2 million for the
years ended December 31, 2019, 2018 and 2017, respectively.

9. Acquisitions

We had no acquisitions during the year ended December 31, 2019.

2018 Acquisitions

On March 1, 2018, we acquired the 77-room Landing Resort & Spa in South Lake Tahoe,

California, for a total contractual purchase price of $42 million. The acquisition was funded with
corporate cash. The acquisition is accounted for as an acquisition of assets; accordingly, direct
acquisition costs were capitalized.

On March 1, 2018, we acquired the 242-room Hotel Palomar in Phoenix, Arizona, for a total

contractual purchase price of $80 million. The acquisition was funded with corporate cash. In

F-32

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

9. Acquisitions (Continued)

connection with the acquisition, we assumed a $2.9 million loan under a qualified New Market Tax
Credit program. Refer to Note 8 for additional information about the loan. The acquisition is
accounted for as an acquisition of assets; accordingly, our direct acquisition costs were capitalized.

We lease the surface and air rights of the hotel property pursuant to a ground lease with the City
of Phoenix. We own the building improvements fee simple. The ground lease expires in 2085, including
all extension options. Refer to Note 12 for additional information about this lease. As lessee of
government property, we are subject to a Government Property Lease Excise Tax (‘‘GPLET’’) under
Arizona state statute in lieu of ad valorem real estate taxes through the end of the term of the ground
lease. We reviewed the terms of the ground lease and GPLET agreement and concluded that the terms
of the ground lease are favorable to us compared with a comparable market ground lease. Accordingly,
we allocated $20.0 million of the total acquisition cost to a favorable ground lease asset. Upon
adoption of ASC 842 on January 1, 2019, the right-of-use asset was adjusted for the unamortized
balance of this favorable lease asset.

We assumed an agreement previously made with the lessee of the subsurface parking facility under

the hotel, which requires us to pay 50% of the lessee’s lease payments to the landlord—the City of
Phoenix. The agreement is coterminous with the underlying subsurface ground lease, which expires in
2085, including all extension options. We reviewed the terms of the parking agreement and concluded
that the terms are unfavorable to us compared with a typical market parking agreement. Accordingly,
we allocated $4.6 million of the total acquisition cost to an unfavorable agreement liability that will be
amortized over the remaining term of the parking agreement, including all extension options.

On December 12, 2018, we acquired the 142-room Cavallo Point for a total contractual purchase
price of $152 million. The acquisition was funded through a combination of corporate cash, proceeds
from the new $50 million unsecured term loan and the issuance of OP units. The acquisition is
accounted for as an acquisition of assets; accordingly, our direct acquisition costs were capitalized.

Cavallo Point is subject to a long-term ground lease agreement with the United States National

Park Service that expires in 2066. Refer to Note 12 for additional information about this lease. We
reviewed the terms of the ground lease and concluded that the terms of the ground lease are favorable
to us compared with a comparable market ground lease. Accordingly, we allocated $17.9 million of the
total acquisition cost to a favorable ground lease asset. Upon adoption of ASC 842 on January 1, 2019,
the right-of-use asset was adjusted for the unamortized balance of this favorable lease asset.

F-33

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

9. Acquisitions (Continued)

The following table summarizes the assets acquired and liabilities assumed in our 2018 acquisitions

(in thousands):

Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Building and improvements . . . . . . . . . . . . . . . . . . .
Furniture, fixtures and equipment . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . .

$
123,100
10,470
1,734

— $14,816
24,351
3,346
—

Cavallo
Point

Landing
Resort &
Spa

Hotel
Palomar
Phoenix

$ —
59,703
5,207
—

Total fixed assets . . . . . . . . . . . . . . . . . . . . . . . . .
Favorable lease asset . . . . . . . . . . . . . . . . . . . . . . . .
Unfavorable lease liability . . . . . . . . . . . . . . . . . . . .
New Market Tax Credit loan assumption . . . . . . . . . .
Other assets and liabilities, net . . . . . . . . . . . . . . . . .

135,304
17,907
—
—
(5,083)

42,513

64,910
— 20,012
— (4,644)
— (2,943)
497

(658)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$148,128

$41,855

$77,832

10. Income Taxes

We have elected to be treated as a REIT under the provisions of the Internal Revenue Code,
which requires that we distribute at least 90% of our taxable income annually to our stockholders and
comply with certain other requirements. In addition to paying federal and state taxes on any retained
income, we may be subject to taxes on ‘‘built in gains’’ on sales of certain assets. Our taxable REIT
subsidiaries are subject to federal, state, local and/or foreign income taxes.

Our provision for income taxes consists of the following (in thousands):

Year Ended December 31,

2019

2018

2017

Current—Federal

. . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

420
541
49

66
984
460

Deferred—Federal

. . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,010
80
132
20,806

21,018

1,510
1,857
178
(444)

1,591

622
1,221
662

2,505
6,432
425
845

7,702

Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . .

$22,028

$3,101

$10,207

F-34

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

10. Income Taxes (Continued)

A reconciliation of the statutory federal tax provision to our income tax provision is as follows (in

thousands):

Year Ended December 31,

2019

2018

2017

Statutory federal tax provision(1) . . . . . . . . . . . . . .
Tax impact of REIT election . . . . . . . . . . . . . . . . .
State income tax provision, net of federal tax benefit
Foreign income tax benefit . . . . . . . . . . . . . . . . . . .
Tax reform impact on U.S. taxes . . . . . . . . . . . . . . .
Tax reform impact on foreign taxes . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 43,313
(14,125)
532
(6,998)
—
—
(694)

$ 19,089
(14,439)
705
(2,927)
—
—
673

$ 35,729
(22,277)
1,652
(430)
(2,143)
(2,076)
(248)

Income tax provision . . . . . . . . . . . . . . . . . . . . . . .

$ 22,028

$ 3,101

$ 10,207

(1) Beginning January 1, 2018, the U.S. federal income tax rate decreased from 35% to 21%.

On December 22, 2017, the U.S. government enacted comprehensive tax legislation, H.R. 1,
originally known as the Tax Cuts and Jobs Act (the ‘‘Tax Act’’). Among other changes to the U.S. tax
code, the Tax Act reduced the U.S. federal corporate income tax rate to 21%, and required companies
to pay a one-time transition tax on certain unrepatriated earnings (where applicable) of foreign
subsidiaries with an election option to defer the transition tax over eight years. Accordingly, our federal
net deferred tax liabilities as of December 31, 2017 have been remeasured using a U.S. federal income
tax rate of 21% that is effective beginning on January 1, 2018, to reflect the effects of the enacted
changes in tax rates at the date of enactment based on the applicable enacted tax rate when the
temporary differences and carryforwards are expected to reverse. The impact of this remeasurement is
a decrease to net deferred tax liabilities and a decrease to the deferred income tax provision in 2017 of
approximately $4.2 million. Additionally, we elected to defer the transition tax inclusion of
approximately $17.8 million into REIT taxable income related to the deemed mandatory repatriation of
foreign earnings and profits of the Frenchman’s Reef & Morning Star Beach Resort (located in the
U.S. Virgin Islands) over the eight-year period allowed under the Tax Act. The transition tax increased
our 2017 REIT taxable income in 2017 by approximately $1.5 million. The remaining deferred
transition tax inclusion was included in our 2018 REIT taxable income.

We are required to pay franchise taxes in certain jurisdictions. We recorded approximately

$0.3 million of franchise taxes during the years ended December 31, 2019 and 2018 and $0.2 million of
franchise taxes during the year ended December 31, 2017. These franchise taxes are classified as
corporate expenses in the accompanying consolidated statements of operations.

Deferred income taxes are recognized for temporary differences between the financial reporting

bases of assets and liabilities and their respective tax bases and for operating loss and tax credit
carryforwards based on enacted tax rates expected to be in effect when such amounts are paid.
However, deferred tax assets are recognized only to the extent that it is more likely than not that they
will be realizable based on consideration of available evidence, including future reversals of existing
taxable temporary differences, projected future taxable income and tax planning strategies. Deferred tax
assets are included in prepaid and other assets and deferred tax liabilities are included in accounts

F-35

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

10. Income Taxes (Continued)

payable and accrued expenses on the accompanying consolidated balance sheets. The total deferred tax
assets and liabilities are as follows (in thousands):

2019

2018

Federal

Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . .
Deferred income related to key money . . . . . . . . . . . . . . . .
Alternative minimum tax credit carryforwards . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .

— $ 1,983
2,465
103
326
(9,188)

2,382
—
529
(7,928)

Federal—Deferred tax (liabilities) assets, net . . . . . . . . . . . . .

$ (5,017) $(4,311)

State

$ 2,572
735
80
167
(2,446)
(700)

$ 2,975
780
80
103
(2,906)
(700)

State—Deferred tax assets, net . . . . . . . . . . . . . . . . . . . . . . .

Foreign (USVI)

Deferred income related to key money . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Land basis recorded in purchase accounting . . . . . . . . . . . .

408

332

— $ —
(255)
—
(2,617)

(21,060)
—
(2,617)

Foreign—Deferred tax liabilities, net . . . . . . . . . . . . . . . . . . .

$(23,677) $(2,872)

As of December 31, 2019, we had deferred tax assets of $2.6 million consisting of state net
operating loss carryforwards. The state loss carryforwards generally expire in 2022 through 2034 if not
utilized by then. The Company analyzes state loss carryforwards on a state by state basis and records a
valuation allowance when we deem it more likely than not that future results will not generate
sufficient taxable income in the respective state to realize the deferred tax asset prior to the expiration
of the loss carryforwards. As of December 31, 2019, we have a $0.7 million valuation allowance on the
deferred tax asset related to the Illinois and Georgia state loss carryforwards.

The Frenchman’s Reef & Morning Star Beach Resort is owned by a subsidiary that has elected to

be treated as a TRS, and is subject to U.S. Virgin Islands (‘‘USVI’’) income taxes. We are party to a
tax agreement with the USVI that reduces the income tax rate to approximately 4.4%. In December
2019, we were granted a modification to the tax agreement that reduces the income tax rate to
approximately 2.3% beginning January 1, 2020. This agreement expires in February 2030.

11. Relationships with Managers and Franchisors

We are party to hotel management agreements for each of our hotels owned. Under our hotel

management agreements, the hotel manager receives a base management fee and, if certain financial

F-36

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

11. Relationships with Managers and Franchisors (Continued)

thresholds are met or exceeded, an incentive management fee. The base management fee is generally
payable as a percentage of gross hotel revenues for each fiscal year. The incentive management fee is
generally based on hotel operating profits, but the fee only applies to that portion of hotel operating
profits above a negotiated return on our invested capital, which we refer to as the owner’s priority. We
refer to this excess of operating profits over the owner’s priority as ‘‘available cash flow.’’

The following is a summary of management fees for the years ended December 31, 2019, 2018 and

2017 (in thousands):

Year Ended December 31,

2019

2018

2017

Base management fees . . . . . . . . . . . . . . . . . . . . . . . .
Incentive management fees . . . . . . . . . . . . . . . . . . . .
Amortization of deferred income related to key money
Amortization of unfavorable contract liabilities . . . . . .

$21,712
5,705
(227)
(1,715)

$20,467
5,805
(2,398)
(1,715)

$22,265
6,259
(4,840)
(1,715)

Total management fees, net . . . . . . . . . . . . . . . . . . . .

$25,475

$22,159

$21,969

Eight of our hotels earned incentive management fees for the year ended December 31, 2019.

Nine of our hotels earned incentive management fees for the year ended December 31, 2018. Ten of
our hotels earned incentive management fees for the year ended December 31, 2017.

Performance Termination Provisions

Our management agreements provide us with termination rights upon a manager’s failure to meet
certain financial performance criteria and manager’s decision not to cure the failure by making a cure
payment.

Key Money

Our managers and franchisors have contributed to us certain amounts in exchange for the right to

manage or franchise hotels we have acquired and in connection with the completion of certain brand
enhancing capital projects. We refer to these amounts as ‘‘key money.’’ Key money is classified as
deferred income in the accompanying consolidated balance sheets and amortized against management
fees or franchise fees on the accompanying consolidated statements of operations. We amortized
$0.4 million of key money during the year ended December 31, 2019, $2.6 million during the year
ended December 31, 2018, and $5.8 million during the year ended December 31, 2017.

In connection with a change in hotel manager of the Courtyard Manhattan/Midtown East, we
recognized $1.9 million of accelerated amortization of key money provided to us by the previous hotel
manager during the year ended December 31, 2017. In connection with the termination of the
management agreement for Frenchman’s Reef, we accelerated the amortization of key money received
from the hotel manager from the date of our notice of termination in 2017 through the effective
termination date of February 20, 2018. We recognized an additional $2.6 million of amortization of key
money during the year ended December 31, 2017 in connection with this acceleration. The remaining
$2.2 million was amortized during the first quarter of 2018.

F-37

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

11. Relationships with Managers and Franchisors (Continued)

During 2015, Starwood provided us with $3.0 million of key money in connection with our

renovation associated with the brand conversion of the hotel formerly known as the Conrad Chicago to
The Gwen, a Luxury Collection Hotel. The key money was amortized against franchise fees over the
period of the renovation, which was January 2016 through April 2017.

Franchise Agreements

We have franchise agreements for 14 of our hotels as of December 31, 2019. Pursuant to these
franchise agreements, we pay franchise fees based on a percentage of gross room sales, and, under
certain agreements, a percentage based on gross food and beverage sales. Further, we pay certain other
fees for marketing and reservation services.

The following is a summary of franchise fees for the years ended December 31, 2019, 2018 and

2017 (in thousands):

Franchise fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred income related to key

Year Ended December 31,

2019

2018

2017

$27,102

$26,348

$24,890

money(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(170)

(920)

Total franchise fees, net . . . . . . . . . . . . . . . . . . . . . . .

$26,932

$26,178

$23,970

(1) Relates to key money received for the Lexington Hotel New York.

In October 2019, we entered into a franchise agreement with Marriott for Frenchman’s Reef. The

franchise agreement expires on the 20th anniversary of the hotel’s opening date. Subsequent to
December 31, 2019, we entered into a franchise agreement with Marriott for the Westin Boston
Waterfront Hotel. The franchise agreement expires in December 2026.

12. Commitments and Contingencies

Litigation

On August 13, 2018, the Company brought suit against certain of its property insurers in

F-38

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

12. Commitments and Contingencies (Continued)

which $238.5 million related to Frenchman’s Reef and $8.3 million related to amounts previously
agreed to for the Havana Cabana Key West. The settlement amount includes proceeds previously
received of $85.0 million and $10.0 million during the years ended December 31, 2018 and 2017,
respectively. As of February 28, 2020, the Company has received all the proceeds of the settlement and
the suit has been dismissed in both St. Thomas, U.S. Virgin Islands and New York.

Other Matters

In February 2016, the Company was notified by the franchisor of one of its hotels that as a result

of low guest satisfaction scores, the Company was in default under the franchise agreement for that
hotel. The Company proactively worked with the franchisor and the manager of the hotel and
developed and executed a plan aimed to improve guest satisfaction scores. Recently, through
negotiation and agreement with the franchisor, the Company received a ‘‘clean slate’’ letter for this
hotel and is no longer in default under the franchise agreement.

Restricted Cash

As of December 31, 2019 and 2018, we had $57.3 million and $47.7 million, respectively, of
restricted cash, which consists of reserves for replacement of furniture and fixtures generally held by
our hotel managers and cash held in escrow pursuant to lender requirements.

Ground Leases

Additional information regarding our leases can be found in Note 4.

Seven of our hotels are subject to ground lease agreements that cover all of the land underlying

the respective hotel:

(cid:127) The Bethesda Marriott Suites hotel is subject to a ground lease that runs until 2087. There are

no renewal options.

(cid:127) The Courtyard Manhattan/Fifth Avenue is subject to a ground lease that runs until 2085,

inclusive of one 49-year renewal option.

(cid:127) The Salt Lake City Marriott Downtown is subject to two ground leases: one ground lease covers
the land under the hotel and the other ground lease covers the portion of the hotel that extends
into the adjacent City Creek Project. We own a 21% interest in the land under the hotel. The
term of the ground lease covering the land under the hotel runs through 2056, inclusive of
renewal options. The term of the ground lease covering the extension into the City Creek
Project was amended during 2017 to run coterminously with the term of the ground lease
covering the land under the hotel. As such, the term now runs through 2056, inclusive of
renewal options.

(cid:127) The Westin Boston Waterfront Hotel is subject to a ground lease that runs until 2099. There are

no renewal options.

(cid:127) The Shorebreak Hotel is subject to a ground lease that runs until 2100, inclusive of two renewal
options of 25 years each and one 24-year renewal option. We own a 95.5% undivided interest in
the land underlying the hotel and lease the remaining 4.5% under the ground lease.

F-39

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

12. Commitments and Contingencies (Continued)

(cid:127) The Hotel Palomar Phoenix is subject to a ground lease that runs until 2085, inclusive of three

renewal options of five years each.

(cid:127) Cavallo Point is subject to a ground lease with the United States National Park Service that runs

until 2066. There are no renewal options.

A portion of the parking garage relating to the Renaissance Worthington is subject to three ground

leases that cover, contiguously with each other, approximately one-fourth of the land on which the
parking garage is constructed. Each of the ground leases has a term that runs through July 2067,
inclusive of three 15-year renewal options. The remainder of the land on which the parking garage is
constructed is owned by us in fee simple.

A portion of the JW Marriott Denver at Cherry Creek is subject to a ground lease that covers
approximately 5,500 square feet. The term of the ground lease runs through December 2030, inclusive
of two 5-year renewal options. The lease may be indefinitely extended thereafter in one-year
increments. The remainder of the land on which the hotel is constructed is owned by us in fee simple.

We lease the buildings and sublease the underlying land containing 28 of the 70 rooms at the
Orchards Inn Sedona, which expires in 2070, including all extension options. The remainder of the land
underlying the hotel is owned by us in fee simple.

These ground leases generally require us to make rental payments (including a percentage of gross

receipts as percentage rent with respect to the Courtyard Manhattan/Fifth Avenue, Westin Boston
Waterfront Hotel, Salt Lake City Marriott Downtown, and Cavallo Point ground leases). Most of our
ground leases require us to make payments for all charges, costs, expenses, assessments and liabilities,
including real property taxes and utilities. Furthermore, these ground leases generally require us to
obtain and maintain insurance covering the subject property.

F-40

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

12. Commitments and Contingencies (Continued)

The following table reflects the current and future annual rents under our ground leases:

Property

Bethesda Marriott Suites . . . . . . . . . . . . . . . . . . . . . . . . .
Courtyard Manhattan/Fifth Avenue(3) . . . . . . . . . . . . . . . . .

Salt Lake City Marriott Downtown (Ground lease for hotel)(4)
Salt Lake City Marriott Downtown (Ground lease for extension)

Westin Boston Waterfront Hotel(6) (Base rent) . . . . . . . . . . .

Westin Boston Waterfront Hotel (Percentage rent) . . . . . . . . .

JW Marriott Denver at Cherry Creek . . . . . . . . . . . . . . . . .

Shorebreak Hotel

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Orchards Inn Sedona . . . . . . . . . . . . . . . . . . . . . . . . . . .

Hotel Palomar Phoenix (Base Rent) . . . . . . . . . . . . . . . . . .

Hotel Palomar Phoenix (Government Property Lease Excise

Tax)(11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Cavallo Point (Base Rent) . . . . . . . . . . . . . . . . . . . . . . . .

Cavallo Point(13) (Percentage Rent) . . . . . . . . . . . . . . . . . .

Cavallo Point(14) (Participation Rent) . . . . . . . . . . . . . . . . .
Renaissance Worthington garage ground lease . . . . . . . . . . . .

Term(1)

Through 4/2087
10/2007 - 9/2017
10/2017 - 9/2027
10/2027 - 9/2037
10/2037 - 9/2047
10/2047 - 9/2057
10/2057 - 9/2067
10/2067 - 9/2077
10/2077 - 9/2085

Through 12/2056
1/2013 - 12/2016
1/2017 - 12/2017
1/2018 - 12/2056(5)
1/2016 - 12/2020
1/2021 - 12/2025
1/2026 - 12/2030
1/2031 - 12/2035
1/2036 - 5/2099
Through 5/2015
6/2016 - 5/2026
6/2026 - 5/2036
6/2036 - 5/2046
6/2046 - 5/2056
6/2056 - 5/2066
6/2066 - 5/2099
1/2016 - 12/2020
1/2021 - 12/2025
1/2026 - 12/2030(7)
Through 4/2016
5/2016 - 4/2021(8)
Through 6/2018
7/2018 - 12/2070
Through 3/2020
4/2020 - 3/2021
4/2021 - 3/2085

1/2022 - 12/2023
1/2024 - 12/2033
1/2034 - 12/2043
1/2044 - 12/2053
1/2054 - 12/2063
1/2064 - 3/2085
Through 12/2018
1/2019 - 12/2066
Through 12/2018
1/2019 - 12/2023
1/2024 - 12/2028
1/2029 - 12/2033
1/2034 - 12/2066
Through 12/2066
8/2013 - 7/2022
8/2022 - 7/2037
8/2037 - 7/2052
8/2052 - 7/2067

Annual Rent

$824,341(2)
$906,000
$1,132,812
$1,416,015
$1,770,019
$2,212,524
$2,765,655
$3,457,069
$4,321,336
Greater of $132,000 or 2.6% of annual gross
room sales
$11,305
$13,000
$13,500
$750,000
$1,000,000
$1,500,000
$1,750,000
No base rent
0% of annual gross revenue
1.0% of annual gross revenue
1.5% of annual gross revenue
2.75% of annual gross revenue
3.0% of annual gross revenue
3.25% of annual gross revenue
3.5% of annual gross revenue
$50,000
$55,000
$60,000
$115,542
$126,649
$117,780
$123,499(9)
$16,875
$33,750
$34,594(10)

$390,000
$312,000
$234,000
$156,000
$78,000
$—
$1
$67,034(12)
1.0% of adjusted gross revenue over threshold
2.0% of adjusted gross revenue over threshold
3.0% of adjusted gross revenue over threshold
4.0% of adjusted gross revenue over threshold
5.0% of adjusted gross revenue over threshold
10.0% of adjusted gross revenue over threshold
$40,400
$46,081
$51,763
$57,444

(1)

These terms assume our exercise of all renewal options.

(2) Represents rent for the year ended December 31, 2019. Rent increases annually by 5.5%.

F-41

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

12. Commitments and Contingencies (Continued)

(3)

The total annual rent includes the fixed rent noted in the table plus a percentage rent equal to 5% of gross receipts for each lease
year, but only to the extent that 5% of gross receipts exceeds the minimum fixed rent in such lease year. There was no such
percentage rent earned during the year ended December 31, 2019.

(4) We own a 21% interest in the land underlying the hotel and, as a result, 21% of the annual rent under the ground lease is paid to

us by the hotel.

(5) Rent will increase from the prior year’s rent based on a Consumer Price Index calculation on each January 1, beginning January 1,

2019 and through the end of the lease.

(6)

(7)

Total annual rent under the ground lease is capped at 2.5% of hotel gross revenues during the initial 30 years of the ground lease.

Beginning January 2031, we have the right to renew the ground lease in one-year increments at the prior year’s annual rent plus
3%.

(8) Rent will increase on May 1, 2021 and every five years thereafter based on a Consumer Price Index calculation.

(9) Represents rent from July 2019 through June 2020. On July 1, 2018, rent increased based on a Consumer Price Index calculation,

and will continue to do so annually through the end of the lease.

(10) Represents rent from April 2021 through March 2022. Rent increases annually each April by 2.5%.

(11) As lessee of government property, the hotel is subject to a Government Property Lease Excise Tax (‘‘GPLET’’) under Arizona state

statute with payments beginning in 2022.

(12) Base rent increases in January 2019 and resets every five years based on the average of the previous three years of adjusted gross

revenues, as defined in the ground lease, multiplied by 75%.

(13) Percentage rent is applied to annual adjusted gross revenues, as defined in the ground lease, between $30 million and the

participation rent threshold. Base rent is deducted from the percentage rent.

(14) Participation rent is applied to annual adjusted gross revenues, as defined in the ground lease, over $40 million in 2018, $42 million

in 2019, and $42 million plus an annual increase based on a Consumer Price Index calculation for 2020 and every year thereafter
through the end of the lease term.

13. Fair Value Measurements and Interest Rate Swaps

The fair value of certain financial assets and liabilities and other financial instruments as of

December 31, 2019 and 2018, in thousands, are as follows:

December 31, 2019

December 31, 2018

Carrying
Amount(1)

Fair Value

Carrying
Amount(1)

Fair Value

Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest rate swap liabilities . . . . . . . . . . . . . . . . . . . .

$1,090,099
2,545
$

$1,110,353
2,545
$

$977,966
$

— $

$960,447
—

(1) The carrying amount of debt is net of unamortized debt issuance costs.

The fair value of our debt is a Level 2 measurement under the fair value hierarchy (see Note 2).

We estimate the fair value of our debt by discounting the future cash flows of each instrument at
estimated market rates. The fair value of our interest rate swaps is a Level 2 measurement under the
fair value hierarchy. We estimate the fair value of the interest rate swap based on the interest rate yield
curve and implied market volatility as inputs and adjusted for the counterparty’s credit risk. We
concluded the inputs for the credit risk valuation adjustment are Level 3 inputs, however these inputs
are not significant to the fair value measurement in its entirety. The carrying value of our other
financial instruments approximate fair value due to the short-term nature of these financial instruments.

F-42

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

13. Fair Value Measurements and Interest Rate Swaps (Continued)

Interest Rate Swaps

The Company’s interest rate derivatives, which are not designated or accounted for as cash flow

hedges, consisted of the following as of December 31, 2019 and 2018, in thousands:

Fair Value of Assets
(Liabilities)

Hedged Debt

$50 million term

Rate
Type Fixed

Index

Effective
Date

Maturity
Date

Notional December 31, December 31,
Amount

2019

2018

loan . . . . . . . . . Swap 2.41% 1-Month LIBOR January 7, 2019 October 18, 2023 $ 50,000

$(1,597)

$350 million term

loan . . . . . . . . . Swap 1.70% 1-Month LIBOR July 25, 2019

July 25, 2024

$175,000

(948)

$(2,545)

$—

—

$—

The fair values of the interest rate swap agreements are included in accounts payable and accrued

expenses on the accompanying consolidated balance sheet as of December 31, 2019.

14. Quarterly Operating Results (Unaudited)

2019 Quarter Ended

March 31

June 30

September 30

December 31

(In thousands, except per share data)

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . .

$202,375
185,885

$257,918
211,960

$240,279
211,033

$237,519
75,214

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 16,490

$ 45,958

$ 29,246

$162,305

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income attributable to common stockholders . . . .

Net income per share available to common

stockholders—basic . . . . . . . . . . . . . . . . . . . . . . . .

Net income per share available to common

stockholders—diluted . . . . . . . . . . . . . . . . . . . . . .

8,980

$ 29,074

$ 11,574

$134,583

8,945

$ 28,960

$ 11,529

$134,053

0.04

0.14

0.06

0.67

0.66

F-43

DIAMONDROCK HOSPITALITY COMPANY

Notes to the Consolidated Financial Statements (Continued)

14. Quarterly Operating Results (Unaudited) (Continued)

2018 Quarter Ended

March 31

June 30

September 30

December 31

(In thousands, except per share data)

Total revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total operating expenses . . . . . . . . . . . . . . . . . . . . . .

$181,530
168,011

$237,949
200,012

$220,818
176,589

$223,407
189,031

Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 13,519

$ 37,937

$ 44,229

$ 34,376

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income attributable to common stockholders . . . .

Net income per share available to common

stockholders—basic . . . . . . . . . . . . . . . . . . . . . . . .

Net income per share available to common

stockholders—diluted . . . . . . . . . . . . . . . . . . . . . .

4,338

$ 28,009

$ 31,443

$ 24,006

4,338

$ 28,009

$ 31,443

$ 23,994

0.02

0.14

0.15

0.12

F-44

DiamondRock Hospitality Company
Schedule III—Real Estate and Accumulated Depreciation
As of December 31, 2019 (in thousands)

Description

Encumbrances

Land

Building
and
Improvements

Initial Cost

Costs
Capitalized
Subsequent to
Acquisition

Gross Amount at End of Year

Building
and
Improvements

Land

Total

Accumulated
Depreciation

F
-
4
5

.
.

.
.
.
.

.
.
.
.
.
.
.

.
.
.
.
.
.
.
.
.

Resort

Central

.
.
.
.
.
.
.
.
.

.
.
.
Atlanta Alpharetta Marriott
.
.
Bethesda Marriott Suites .
.
.
.
Westin Boston Waterfront Hotel .
.
.
.
Cavallo Point .
.
.
.
.
.
Chicago Marriott Downtown .
.
.
.
.
The Gwen Chicago .
.
Courtyard Denver .
.
.
.
.
.
Courtyard Manhattan/Fifth Avenue .
Courtyard Manhattan/Midtown East .
.
Frenchman’s Reef & Morning Star Beach
.
.
.
.
.
.

.
.
.
.
Havana Cabana Key West
.
Hilton Boston Downtown .
Hilton Burlington .
.
.
.
Hilton Garden Inn/New York Times Square
.
.
.
.
.
.
.
.
.
.
Hotel Emblem .
.
.
.
.
Hotel Palomar Phoenix .
.
.
JW Marriott Denver .
.
.
.
.
The Landing at Lake Tahoe .
.
.
.
L’Auberge de Sedona .
.
.
.
.
Lexington Hotel New York .
.
Orchards Inn Sedona .
.
.
.
.
Renaissance Charleston Historic District
.
.
Renaissance Worthington .
.
.
.
Salt Lake City Marriott Downtown .
.
.
.
Sheraton Suites Key West .
Shorebreak Hotel
.
.
.
.
.
.
The Lodge at Sonoma, a Renaissance Resort
.
.
.
.
.
.
.

.
.
.
Vail Marriott Mountain Resort & Spa
Westin Fort Lauderdale Beach Resort
Westin San Diego .
.
.
Westin Washington, D.C City Center .

and Spa .

.
.
.
.
.
.
.
.
.
.
.
.
.

.
.
.
.
.
.
.
.

.
.
.
.
.

.
.
.
.

.
.

Total .

. . .

.
.
.
.
.
.
.
.
.

.
.
.
.

.
.
.
.
.
.
.
.
.
.
.
.
.

.
.
.
.
.

.
.
.
.
.
.
.
.
.

.
.
.
.

.
.
.
.
.
.
.
.
.
.
.
.
.

.
.
.
.
.

— $
—
(190,725)
—
—
—
—
—
(81,107)

—
—
—
—

—
—
(2,943)
(61,253)
—
—
—
—
—
(80,904)
(53,273)
—
—

(26,963)
—
—
(61,851)
(60,550)

3,623
—
—
—
36,900
31,650
9,400
—
16,500

17,713
32,888
23,262
9,197

60,300
7,856
—
9,200
14,816
39,384
92,000
9,726
5,900
15,500
—
49,592
19,908

3,951
5,800
54,293
22,902
24,579

33,503
45,656
273,696
123,100
347,921
76,961
36,180
34,685
54,812

50,697
13,371
128,628
40,644

88,896
21,085
59,703
63,183
24,351
22,204
229,368
10,180
32,511
63,428
45,815
42,958
37,525

22,720
52,463
83,227
95,617
122,229

2,959
5,362
34,228
2,613
97,018
22,774
4,284
4,925
5,905

17,949
5,336
13,348
2,303

636
7,821
(87)
8,585
810
1,042
26,573
115
6,706
21,620
9,481
9,646
3,599

8,816
25,767
10,662
9,279
13,044

3,623
—
—
—
36,900
31,650
9,400
—
16,500

17,713
32,888
23,262
9,197

60,300
7,856
—
9,200
14,816
39,384
92,000
9,726
5,900
15,500
855
49,592
19,908

3,951
5,800
54,293
22,902
24,579

36,463
51,018
307,924
125,713
444,939
99,735
40,464
39,610
60,717

68,646
18,707
141,976
42,947

89,533
28,906
59,616
71,768
25,161
23,246
255,941
10,295
39,218
85,048
54,441
52,604
41,124

31,536
78,230
93,889
104,896
135,273

40,086
51,018
307,924
125,713
481,839
131,385
49,864
39,610
77,217

86,359
51,595
165,238
52,144

149,833
36,762
59,616
80,968
39,977
62,630
347,941
20,021
45,118
100,548
55,296
102,196
61,032

35,487
84,030
148,182
127,798
159,852

$ (12,626)
(18,026)
(95,988)
(3,084)
(132,454)
(27,568)
(8,009)
(14,435)
(21,832)

(15,230)
(2,041)
(25,725)
(8,061)

(11,969)
(3,946)
(2,781)
(13,996)
(1,164)
(2,468)
(52,236)
(792)
(8,139)
(25,203)
(18,310)
(5,242)
(4,891)

(13,412)
(20,612)
(11,352)
(19,164)
(24,655)

$(619,569)

$616,840

$2,377,317

$383,119

$617,695

$2,759,584

$3,377,279

$(625,411)

$2,751,868

Net
Book
Value

27,460
32,992
211,936
122,629
349,385
103,817
41,855
25,175
55,385

71,129
49,554
139,513
44,083

137,864
32,816
56,835
66,972
38,813
60,162
295,705
19,229
36,979
75,345
36,986
96,954
56,141

22,075
63,418
136,830
108,634
135,197

Year of
Acquisition

Depreciation
Life

2005
2004
2007
2018
2006
2006
2011
2004
2004

2005
2014
2012
2012

2014
2012
2018
2011
2018
2017
2011
2017
2010
2005
2004
2015
2015

2004
2005
2014
2012
2012

40 Years
40 Years
40 Years
40 Years
40 Years
40 Years
40 Years
40 Years
40 Years

40 Years
40 Years
40 Years
40 Years

40 Years
40 Years
40 Years
40 Years
40 Years
40 Years
40 Years
40 Years
40 Years
40 Years
40 Years
40 Years
40 Years

40 Years
40 Years
40 Years
40 Years
40 Years

Notes:

The change in total cost of properties for the fiscal years ended December 31, 2019, 2018 and 2017 is as follows (in thousands):

Balance at December 31, 2016 .
Additions:

.
Acquisitions
Capital expenditures

.
.

Deductions:

Dispositions and other

.
.

Balance at December 31, 2017 .
Additions:

.
Acquisitions
Capital expenditures

.
.

Deductions:

Dispositions and other

.
.

Balance at December 31, 2018 .
Additions:

.
Acquisitions
Capital expenditures

.
.

Deductions:

Dispositions and other

.
.

Balance at December 31, 2019 .

.
.

. .
.
.

. .

.
.

$2,917,634

81,494
68,573

(42,612)

3,025,089

221,970
60,950

—

3,308,009

—
69,270

—

$3,377,279

The change in accumulated depreciation of real estate assets for the fiscal years ended December 31, 2019, 2018 and 2017 is as follows (in
thousands):

Balance at December 31, 2016 .

.
Depreciation and amortization .
.
Dispositions and other

Balance at December 31, 2017 .

.
Depreciation and amortization .
.
Dispositions and other

Balance at December 31, 2018 .

.
Depreciation and amortization .
.
Dispositions and other

Balance at December 31, 2019 .

.
.
.

$441,952
60,023
(9,104)

492,871
63,997
—

556,868
68,543
—

$625,411

The aggregate cost of properties for Federal income tax purposes (in thousands) is approximately $3,278,942 as of December 31, 2019.

F-46

C O R P O R A T E I N F O R M A T I O N

B O A R D O F D I R E C T O R S

WILLIAM W. MCCARTEN
Chairman of the Board

TIMOTHY R. CHI
Chief Executive Officer at
The Knot Worldwide, Inc. and
Independent Director

MAUREEN L. MCAVEY
Independent Director

GILBERT T. RAY
Independent Director

WILLIAM J. SHAW
Independent Director

BRUCE D. WARDINSKI
President and Chief Executive Officer at
Playa Hotels and Resorts and
Independent Director

KATHLEEN A. WAYTON
Senior Vice President and
Chief Information Officer at
Southwest Airlines and
Independent Director

MARK W. BRUGGER
President and Chief Executive Officer
and Director

C O R P O R AT E O F F I C E R S

MARK W. BRUGGER
President and Chief Executive Officer

JEFFREY J. DONNELLY
Executive Vice President and
Chief Financial Officer

TROY G. FURBAY
Executive Vice President and
Chief Investment Officer

THOMAS G. HEALY
Executive Vice President and
Chief Operating Officer

BRIONY R. QUINN
Senior Vice President and Treasurer

WILLIAM J. TENNIS
Executive Vice President,
General Counsel and Corporate Secretary

C O R P O R AT E H E A D Q U A R T E R S

DiamondRock Hospitality Company
2 Bethesda Metro Center
Suite 1400
Bethesda, Maryland 20814
(240) 744-1150
FAX (240) 744-1199

A N N U A L M E E T I N G

DiamondRock Hospitality Company will hold its annual
meeting of shareholders on May 6, 2020 at the
Bethesda Marriott Suites Hotel
6711 Democracy Boulevard
Bethesda, MD 20817

A formal notice and proxy will be mailed before the meeting to
shareholders entitled to vote.

REGISTRAR AND STOCK TRANSFER AGENT

American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, New York 11219
(718) 921-8200
www.astfinancial.com

I N D E P E N D E N T R E G I S T E R E D P U B L I C
A C C O U N T I N G F I R M

KPMG LLP
8350 Broad Street, Suite 900
McLean, Virginia 22102

O T H E R S H A R E H O L D E R I N F O R M AT I O N

For information about DiamondRock Hospitality Company and
its subsidiaries, including copies of its annual report on Form
10-K, quarterly reports on Form 10-Q and current reports on
Form 8-K, you may call our corporate headquarters or submit a
written request to Investor Relations.

Our Chief Executive Officer and Chief Financial Officer have
furnished the Sections 302 and 906 certifica tions required
by the U.S. Securities and Exchange Commission in our
Annual Report on Form 10-K. In addition, our Chief Executive
Officer has certified to the NYSE that he is not aware of any
violations by us of NYSE corporate governance standards.

I N T E R N E T A C C E S S

A corporate profile, recent press releases, SEC filings,
property locations and other information about DiamondRock
Hospitality Company can be found on the internet at
www.drhc.com.

2 B E T H E S D A M E T R O C E N T E R , S U I T E 1 400, B E T H E S D A , M A RY L A N D 20814

(240) 74 4-1 150 | W W W. D R H C . C O M