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| PART I. |
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| Item 1. | Business | 5 |
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| Item 1A. | Risk Factors | 14 |
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| Item 1B. | Unresolved Staff Comments | 33 |
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| Item 1C. | Cybersecurity | 33 |
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| Item 2. | Properties | 35 |
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| Item 3. | Legal Proceedings | 36 |
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| Item 4. | Mine Safety Disclosures | 36 |
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| PART II. |
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| Item 5. | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 37 |
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| Item 6. | [Reserved] | 39 |
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| Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 40 |
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| Item 7A. | Quantitative and Qualitative Disclosures about Market Risk | 53 |
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| Item 8. | Consolidated Financial Statements and Supplementary Data | 54 |
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| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | 54 |
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| Item 9A | Controls and Procedures | 54 |
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| Item 9B. | Other Information | 54 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 54 |
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| PART III. |
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| Item 10. | Trustees, Executive Officers and Corporate Governance | 55 |
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| Item 11. | Executive Compensation | 55 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 55 |
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| Item 13. | Certain Relationships and Related Transactions, and Trustee Independence | 55 |
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| Item 14. | Principal Accountant Fees and Services | 55 |
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| PART IV. |
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| Item 15. | Exhibits and Financial Statement Schedules | 56 |
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), and as such may involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identified by our use of words, such as "intend," "plan," "may," "should," "will," "project," "estimate," "anticipate," "believe," "expect," "continue," "potential," "opportunity," or similar expressions, whether in the negative or affirmative. These forward-looking statements include information about possible or assumed future results of our business, financial condition, liquidity, results of operations, plans and objectives. Statements regarding the following subjects, among others, are forward-looking by their nature:
| • | our business and investment strategy; |
| • | our forecasted operating results; |
| • | completion of hotel acquisitions and dispositions; |
| • | completion of hotel developments; |
| • | our ability to obtain future financing arrangements; |
| • | our expected leverage levels; |
| • | our understanding of our competition; |
| • | market and lodging industry trends and expectations; |
| • | our investment in joint ventures; |
| • | anticipated capital expenditures; and |
| • | our ability to maintain our qualification as a real estate investment trust ("REIT") for U.S. federal income tax purposes. |
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account all information available to us at the time the forward-looking statements are made. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, prospects, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks when you make an investment decision concerning our common shares. Additionally, the following factors could cause actual results to vary from our forward-looking statements:
| • | the factors included in this report, including those set forth under the sections titled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in other reports that we file with the United States Securities and Exchange Commission ("SEC"), or in other documents that we publicly disseminate; |
| • | general volatility of the financial markets and the market price of our securities; |
| • | performance of the lodging industry in general; |
| • | business interruptions due to cyber-attacks; |
| • | impacts on our business of a prolonged government shutdown; |
| • | decreased travel because of geopolitical events, including terrorism, outbreaks of disease like COVID-19 and current U.S. government policies; |
| • | the ultimate geographic spread, severity and duration of pandemics such as COVID-19, actions that may be taken by governmental authorities to contain or address the impact of such pandemics, and the potential negative impacts of such pandemics on the global economy and our financial condition and results of operations; |
| • | changes in our business or investment strategy; |
| • | availability, terms and deployment of capital; |
| • | availability of and our ability to attract and retain qualified personnel; |
| • | our capital expenditures; |
| • | changes in our industry and the markets in which we operate, interest rates or the general U.S. or international economy; |
| • | our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; and |
| • | the degree and nature of our competition. |
All forward-looking statements speak only as of the date of this report or, in the case of any document incorporated by reference, the date of that document. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. We undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date of this report, except as required by law. Such forward-looking statements should be read in light of the risk factors identified in the "Risk Factors" section of this Annual Report on Form 10-K.
