The following discussion and analysis should be read in conjunction with the
consolidated financial statements and related notes included herein this Annual
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 Regarding Forward-Looking
Statements" and "Part I-Item 1A. Risk Factors" contained in this Annual Report
and in our other reports that we file from time to time with the SEC.

Overview



Xenia is a self-advised and self-administered REIT that invests primarily in
uniquely positioned luxury and upper upscale hotels and resorts with a focus on
the top 25 lodging markets as well as key leisure destinations in the United
States ("U.S."). As of December 31, 2022, we owned 32 hotels and resorts,
comprising 9,508 rooms across 14 states. Our hotels are primarily operated
and/or licensed by industry leaders such as Marriott, Hyatt, Fairmont, Kimpton,
Loews, Hilton and The Kessler Collection.

We plan to grow our business through a differentiated acquisition strategy,
aggressive asset management and capital investment in our properties. We
primarily target markets and sub-markets with particular positive
characteristics, such as multiple demand generators, favorable supply and demand
dynamics and attractive projected hotel revenue growth. We believe our focus on
a broader range of markets allows us to evaluate a greater number of acquisition
opportunities and thereby be highly selective in our pursuit of only those
opportunities that best fit our investment criteria. We own and pursue hotels
and resorts in the luxury and upper upscale hotel segments that are affiliated
with premium leading brands, as we believe that these segments yield attractive
risk-adjusted returns. Within these segments, we focus on hotels and resorts
that will provide guests with a distinctive lodging experience and that are
tailored to reflect local market environments.

We also seek properties that exhibit an opportunity for us to enhance operating
performance through aggressive asset management and targeted capital investment.
While we do not operate our hotel properties, our asset management team and our
executive management team monitor and work with our hotel managers by conducting
regular revenue, sales, and financial performance reviews and also perform
in-depth on-site reviews focused on ongoing operating margin improvement
initiatives. We interact frequently with our management companies and on-site
management personnel, including conducting regular meetings with key executives
of our management companies and brands. Through these efforts, we seek to
enhance the guest experience, improve property efficiencies, lower costs,
maximize revenues, and grow property operating margins which we expect will
increase long-term returns to our stockholders.

Ongoing Recovery from COVID-19



Our hotel portfolio experienced a broad-based recovery from COVID-19 during 2022
with a continuation of strong leisure bookings and an acceleration of business
transient and group demand. As the recovery continues, we expect that the pace
will vary from market to market and may be uneven in nature.

Basis of Presentation



The accompanying consolidated financial statements include the accounts of the
Company, the Operating Partnership and XHR Holding. The Company's subsidiaries
generally consist of limited liability companies, limited partnerships and the
TRS. The effects of all inter-company transactions have been eliminated.
Corporate costs directly associated with our executive offices, personnel and
other administrative costs are reflected as general and administrative expenses
on the consolidated statements of operations and comprehensive (loss) income.

Market Outlook



The U.S. lodging industry has historically exhibited a strong correlation to
U.S. GDP, which increased at an annual rate of approximately 2.1% during 2022,
according to the U.S. Department of Commerce, in comparison to an increase of
approximately 5.9% during 2021. The increase in GDP during the year ended
December 31, 2022 reflected increases in consumer spending, exports, private
inventory investment and nonresidential government spending which were partially
offset by decreases in residential fixed investment and increases in imports.
During the fourth quarter of 2022, GDP increased at an annual rate of 2.9%,
representing an increase from the annual rate of 3.2% in the third quarter of
2022. The increase during the fourth quarter of 2022 reflected increases in
private inventory investment, consumer spending, federal government spending,
state and local government spending, and nonresidential fixed investment, as
well as decreases in imports that were partially offset by decreases in
residential fixed investment and exports. In addition, the unemployment rate
remained flat at 3.5% in December 2022 compared to September 2022 and fell from
3.6% in June 2022.

The U.S. lodging industry has been more acutely impacted by the COVID-19 pandemic than the overall U.S. economy and other industries and has not experienced the same level of recovery as the general U.S. economy which is largely due to the

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persistence of new variants of COVID-19 and sentiment towards business and
leisure travel as a result of the pandemic. Additionally, we expect it will take
longer for the lodging industry to return to pre-pandemic levels than it will
for the broader economy and many other industries. Further, we continue to
monitor and evaluate the challenges associated with the evolving workforce
landscape, particularly related to industry-wide labor shortages and expected
increases in wages as well as ongoing supply chain issues which may impact the
hotels' ability to source operating supplies and other materials.

Demand increased 11.0% and new hotel supply increased by 1.9% during the year
ended December 31, 2022 compared to 2021. The increase in demand led to an
increase in industry RevPAR of 29.8% for the year ended December 31, 2022
compared to 2021, which was driven by an increase in occupancy of 8.9% coupled
with a 19.1% increase in ADR. All U.S. data for the year ended December 31, 2022
are per industry reports.

Significant Events

The following significant events occurred during the year ended December 31, 2022:



•In January 2022, the Company completed the disposition of the 191-room Kimpton
Hotel Monaco Chicago in Chicago, Illinois for a sale price of $36.0 million. The
sale did not result in a gain or loss after previously recording an impairment
of $15.7 million during the year ended December 31, 2021.

•In January 2022, the Company paid off the $65.0 million mortgage loan collateralized by The Ritz-Carlton, Pentagon City.



•In March 2022, the Company acquired a fee-simple interest in the 346-room W
Nashville located in Nashville, Tennessee for a purchase price of $328.5 million
including acquisition costs and a $1.3 million credit related to an unfinished
portion of the hotel provided by seller at closing. The acquisition of W
Nashville was funded with cash on hand.

•In October 2022, the Company completed the disposition of the 115-room Bohemian
Hotel Celebration, Autograph Collection, in Celebration, Florida for a sale
price of approximately $27.8 million. The Company recognized a gain on sale of
approximately $12.5 million.

•In December 2022, the Company completed the disposition of the 189-room Kimpton
Hotel Monaco Denver, in Denver, Colorado for a sale price of approximately $69.8
million. The Company recognized a gain on sale of approximately $14.7 million.

•During the third and fourth quarter of 2022, 1,912,794 shares were repurchased
at a weighted-average price of $14.74 per share for an aggregate purchase price
of $28.2 million.

•During the year ended December 31, 2022, the Company recognized $1.5 million in
business interruption insurance proceeds for a portion of lost income at Loews
New Orleans Hotel due to the impact of Hurricane Ida in August 2021 as well as
$1.0 million in proceeds for lost income for certain properties in Texas due to
the impact of the Texas winter storms in February 2021. In addition, the Company
recorded $3.6 million of insurance proceeds in excess of recognized losses
related to damage sustained at Loews New Orleans Hotel during Hurricane Ida in
August 2021.

•In addition to changes in our portfolio composition during 2022, we invested
approximately $70.4 million in portfolio improvements, which we believe will
drive positive performance at these properties in the future.

Our Customers



We generate a significant portion of our revenue from the following broad
customer groups: transient business, group business and contract business.
Transient business broadly represents individual business or leisure travelers.
Historically, business travelers have made up the majority of transient demand
at our hotels. Therefore, we will be more affected by trends in business travel
than trends in leisure demand. Group business represents clusters of guestrooms
booked together, usually with a minimum of 10 rooms. Contract business refers to
blocks of rooms sold to a specific company for an extended period of time at
significantly discounted rates. Airline crews have historically been typical
generators of contract demand at some of our hotels. Additionally, contract
rates may be utilized by hotels that are located in markets that are
experiencing consistently lower levels of demand.

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Our Revenues and Expenses

Revenues

Our revenues are derived from hotel operations and are composed of the following sources:



•Rooms revenues - Represents the sale of rooms at our hotel properties and
accounts for a substantial majority of our total revenue. Occupancy and ADR are
the major drivers of rooms revenues. The business mix and distribution channel
mix of the hotels are significant determinants of ADR.

•Food and beverage revenues - Occupancy and the type of customer staying at the
hotel are the major drivers of food and beverage revenue (i.e., group business
typically generates more food and beverage business through catering functions
when compared to transient business, which may or may not utilize the hotel's
food and beverage outlets).

•Other revenues - Represents ancillary revenue such as parking, resort or destination amenity fees, golf, spa services and other guest services and tenant leases. Occupancy and the nature of amenities at the property are the main drivers of other revenue.

Expenses

Our operating expenses consist of costs to provide hotel services and corporate-level expenses. The following are components of our expenses:



•Rooms expenses - These costs include housekeeping wages, payroll taxes, room
supplies, laundry services and front desk costs. Similar to rooms revenues,
occupancy is the major driver of rooms expense and as a result, rooms expense
has a significant correlation to rooms revenues. These costs as a percentage of
revenue can increase based on increases in salaries, wages and benefits, as well
as on the level of service and amenities that are provided. Rooms expenses also
includes costs for severance and furloughed employee benefits.

•Food and beverage expenses - These expenses primarily include food, beverage
and associated labor costs. Occupancy and the type of customer staying at the
hotel are major drivers of food and beverage expense (i.e., catered functions
generally are more profitable than on-property food and beverage outlet sales),
which correlates closely with food and beverage revenue. Food and beverage
expenses also includes costs for severance and furloughed employee benefits.

•Other direct expenses - These expenses primarily include labor (including severance and furloughed employee benefits) and other costs associated with other revenues, such as parking and other guest services.

•Other indirect expenses - These expenses primarily include hotel costs associated with general and administrative, state sales and excise taxes, sales and marketing, information technology and telecommunications, repairs and maintenance and utility costs.



•Management and franchise fees - Base management fees are computed as a
percentage of gross revenue. Management fees also include incentive management
fees, which are typically a percentage of net operating income (or similar
measurements of hotel profitability) above an annual threshold. Franchise fees
are computed as a percentage of rooms revenues. See "Part I-Item 2. Properties -
Our Principal Agreements" for a summary of key terms related to our management
and franchise agreements.

•Depreciation and amortization expense - These are non-cash expenses that
primarily consist of depreciation of fixed assets such as buildings, furniture,
fixtures and equipment at our hotels, as well as certain corporate assets.
Amortization expense primarily consists of amortization of acquired advance
bookings and acquired leases, which are amortized over the life of the related
term or lease.

•Real estate taxes, personal property taxes and insurance - These expenses
primarily include real estate tax and personal property tax payments due in the
respective jurisdictions where our hotels are located, partially offset by
refunds from prior year real estate tax appeals, and payments due under
insurance policies for our hotel portfolio.

•Ground lease expense - This expense represents the rent associated with land
underlying our hotels and/or meeting facilities that we lease from
third-parties. It also includes the non-cash ground rent determined as part of
the initial purchase price allocation at acquisition.

•General and administrative expenses - These expenses primarily consist of
compensation expense for our corporate staff and personnel supporting our
business (including severance and non-cash stock compensation expense), office
administrative and related expenses, legal and professional fees, and other
corporate costs.

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•Gain on business interruption insurance - These gains consists of insurance
settlements for lost income that was covered per the terms of our respective
insurance policies, which was in excess of insurance deductibles.

•Other operating expenses - These expenses typically consist of legal fees,
other professional fees, franchise taxes, pre-opening costs, other direct costs
associated with our pursuit and acquisitions of hotel investments which are not
ultimately consummated and hotel management transition efforts. As a result,
these costs will vary depending on the timing, volume and nature of acquisition
activity.

•Impairment and other losses - Our real estate, intangible assets, goodwill and
other long-lived assets are generally held for the long-term. We evaluate these
assets for impairment as discussed in "Critical Accounting Policies and
Estimates." These evaluations have resulted in impairment losses for certain of
these assets, including goodwill, based on the specific facts and circumstances
surrounding these assets, and our estimates of the fair value of these assets,
including goodwill. Based on economic conditions or other factors applicable to
a specific property, we may be required to take additional impairment losses to
reflect further declines in our asset and/or investment values. Additionally,
from time to time we may record other losses related to property damage
resulting from natural disasters and/or other disaster remediation costs.

Most categories of variable operating expenses, including labor costs such as
housekeeping, fluctuate with changes in occupancy. Increases in occupancy are
accompanied by increases in most categories of variable operating expenses,
while increases in ADR typically only result in increases in limited categories
of operating costs and expenses, such as management fees and franchise fees,
which are based on hotel revenues. Thus, changes in ADR have a more significant
impact on operating margins than changes in occupancy.

Factors that May Affect Results of Operations



The principal factors affecting our operating results include overall demand for
hotel rooms compared to the supply of available hotel rooms, economic
conditions, and the ability of our third-party management companies to increase
or maintain revenues while controlling expenses.

•Demand and economic conditions - Consumer demand for lodging, especially
business travel, is closely linked to the performance of the overall economy and
is sensitive to business and personal discretionary spending levels. Declines in
consumer demand due to adverse general economic conditions, risks affecting or
reducing travel patterns, restrictions on travel, lower consumer confidence and
adverse political conditions can lower the revenues and profitability of our
hotel operations. Additionally, consumers may seek lower-cost alternatives when
economic conditions are challenging. As a result, changes in consumer demand and
general business cycles can subject and have subjected our revenues to
significant volatility. See "Part I-Item 1A. Risk Factors - Risks Related To The
Hotel Industry."

•Supply - New hotel room supply is an important factor that can affect the
lodging industry's performance. Room rates and occupancy, and thus RevPAR, tend
to increase when demand growth exceeds supply growth. The addition of new
competitive hotels affects the ability of existing hotels to drive growth in
RevPAR, and thus profits. New development is driven largely by construction
costs, the availability of financing and expected performance of existing
hotels.

•Third-party hotel managers - We depend on the performance of third-party hotel
management companies that manage the operations of each of our hotels under
long-term agreements. Our operating results could be materially and adversely
affected if any of our third-party managers fail to provide quality services and
amenities, or otherwise fail to manage our hotels in our best interest. We
believe we have good relationships with our third-party managers and are
committed to the continued growth and development of these relationships.

•Fixed nature of expenses - Many of the expenses associated with operating our
hotels are relatively fixed. These expenses include certain personnel costs,
rent, property taxes, insurance and utilities, as well as sales and marketing
expenses. If we are unable to decrease these costs significantly or rapidly when
demand for our hotels decreases, the resulting decline in our revenues can have
an adverse effect on our net cash flow, margins and profits. This effect can be
especially pronounced during periods of economic contraction or slow economic
growth.

•Seasonality - The lodging industry is seasonal in nature, which can be expected
to cause fluctuations in our hotel rooms revenues, occupancy levels, room rates,
operating expenses and cash flows. The periods during which our hotels
experience higher or lower levels of demand vary from property to property and
depend upon location, type of property and competitive mix within the specific
location. The impact of the COVID-19 pandemic and subsequent recovery has and
may continue to disrupt our historical seasonal patterns.

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•Competition - The lodging industry is highly competitive. Our hotels compete
with other hotels and alternative accommodations for guests in each of their
markets based on a number of factors, including, among others, room rates,
quality of accommodations, service levels and amenities, location, brand
affiliation, reputation, and reservation systems. Competition is often specific
to the individual markets in which our hotels are located and includes
competition from existing and new hotels. We believe that hotels, such as those
in our portfolio, will enjoy the competitive advantages associated with
operating under nationally recognized brands.

Key Indicators of Operating Performance



We measure hotel results of operations and the operating performance of our
business by evaluating financial and non-financial metrics such as RevPAR; ADR;
occupancy; EBITDA, EBITDAre and Adjusted EBITDAre; FFO and Adjusted FFO. We
evaluate individual hotel and company-wide performance with comparisons to
budgets, prior periods and competing properties. ADR, occupancy and RevPAR may
be impacted by macroeconomic factors as well as regional and local economies and
events. See "Non-GAAP Financial Measures" for further discussion of the
Company's use, definitions and limitations of EBITDA, EBITDAre, Adjusted
EBITDAre, FFO and Adjusted FFO.

Critical Accounting Policies and Estimates

General



The preparation of consolidated 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. We consider the following policies critical because they
require the most difficult, subjective and complex judgments and include
estimates about matters that are inherently uncertain, involve various
assumptions, require management judgment, and because they are important for
understanding and evaluating our reported financial results. As a result, these
accounting policies could materially affect our financial position, results of
operations and related disclosures. We evaluate our estimates, assumptions and
judgments on an ongoing basis, based on information that is then available to
us, our historical experiences and various matters that we believe are
reasonable and appropriate for consideration under the circumstances. Actual
results may differ significantly from these estimates due to changes in
judgments, assumptions and conditions as a result of unforeseen events or
otherwise, which could have a material impact on financial position or results
of operations. All of our significant accounting policies are disclosed in the
notes to our consolidated financial statements in "Part IV. Exhibits and
Financial Statements Schedules." The following represent certain critical
accounting policies that require us to exercise our business judgment or make
significant estimates.

Investment in Hotel Properties



Investments in hotel properties, including land and land improvements, building
and building improvements, furniture, fixtures and equipment, and identifiable
intangible assets and liabilities, will generally be accounted for as asset
acquisitions. The determination of whether or not an acquisition qualifies as an
asset acquisition or business combination is an area that requires management's
use of judgment in evaluating the criteria of the screen test.

Acquired assets are recorded at their relative fair value based on total
accumulated costs of the acquisition, which includes direct acquisition-related
costs. Identifiable assets include land, land improvements, building and
building improvements, furniture, fixtures and equipment, inventory and
identifiable intangible assets or liabilities. Identifiable intangible assets or
liabilities typically arise from contractual arrangements assumed in connection
with the transaction, including terms that are above or below market compared to
an estimated market agreement at the acquisition date. The allocation of the
purchase price to elements of our acquired hotel properties is an area that
requires judgment and significant estimates. Therefore, the amounts allocated to
acquired assets and liabilities could be materially different than if that
transaction had occurred on a different date or in a different location. At
times estimates are determined based on limited data for comparable market
transactions, such as discount rates used in the market or income valuation
approach or the purchase involves land or a ground lease in a niche market. This
could materially impact the allocation to identifiable assets and the related
amortization and depreciation over future periods if the value was assigned to
another identifiable asset acquired.

Impairment

Long-lived assets and intangibles



The Company assesses the carrying values of the respective long-lived assets,
which includes hotel properties and the related intangible assets, whenever
events or changes in circumstances indicate that the carrying amounts of these
assets may not be fully recoverable. Events or circumstances that may cause a
review include, but are not limited to, when (1) a hotel property experiences a
significant decrease in the market price of the long-lived asset, (2) a hotel
property experiences a current or projected loss from operations combined with a
history of operating or cash flow losses, (3) it becomes more likely than not
that

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a hotel property will be sold before the end of its useful life, (4) an
accumulation of costs is significantly in excess of the amount originally
expected for the acquisition, construction or renovation of a long-lived asset,
(5) adverse changes in the demand occur for lodging at a specific property due
to declining national or local economic conditions and/or new hotel construction
in markets where the hotel is located, (6) there is a significant adverse change
in legal factors or in the business climate that could affect the value of the
long-lived asset and/or (7) there is a significant adverse change in the extent
or manner in which a long-lived asset is being used or in its physical
condition. When such conditions exist, we perform an analysis to determine if
the estimated undiscounted future cash flows from operations and the proceeds
from the eventual disposition of a hotel exceed its carrying value. If it is
determined that the estimated undiscounted future cash flow do not exceed the
carrying value of the asset, an adjustment to reduce the carrying amount of the
hotel to its estimated fair market value is recorded and an impairment loss is
recognized.

Impairment Estimates

In the evaluation of impairment of our hotel properties, including the related
intangible assets and goodwill, we make many assumptions and estimates including
valuation approach, projected cash flows, growth rates, eventual disposition,
expected useful life and holding period, future capital expenditures, and fair
values, which includes consideration of capitalization rates, discount rates,
and comparable selling prices. The valuation and possible subsequent impairment
of a hotel or goodwill is a significant estimate that can and does change based
on our continuous process of analyzing each hotel property and goodwill and
reviewing assumptions about uncertain inherent factors, as well as the economic
condition of the property at a particular point in time.

If we misjudge or estimate incorrectly or if future operating profitability,
market or industry factors differ from our expectations, we may record an
impairment charge which is inappropriate, fail to record a charge when we should
have done so or the amount of such charges may be inaccurate.

Results of Operations

Operating Results Overview

Our total portfolio RevPAR, which includes the results of hotels sold or acquired for the period of ownership by the Company, increased 57.0% to $162.75 for the year ended December 31, 2022, compared to $103.64 for the year ended December 31, 2021. The increase in our total portfolio RevPAR for the year ended December 31, 2022 compared to the same period in 2021 was driven by increases in both occupancy and ADR due to a broad-based recovery from the COVID-19 pandemic.

Net income increased 139.3% for the year ended December 31, 2022 compared to net loss in 2021, which was primarily attributed to:

•an increase in operating income of $141.5 million from our current portfolio of 32 hotels as a result of a broad-based recovery from the COVID-19 pandemic;

•a $29.1 million reduction in impairment and other losses;

•a $27.4 million gain in 2022 on the sale of investment properties;



•a $5.2 million reduction in operating loss attributed to two hotels sold during
the fourth quarter of 2022, one hotel sold during the first quarter of 2022 and
one hotel sold during the fourth quarter of 2021;

•a $6.5 million increase in other income primarily attributed to insurance
proceeds in excess of recognized losses related to damage sustained at Loews New
Orleans Hotel during Hurricane Ida and interest income in 2022 as well as the
recognition of costs associated with the termination of four interest rate
hedges in 2021;

•a $1.1 million reduction in loss on extinguishment of debt attributed to the
write off of unamortized debt issuance costs associated with the repayment of
debt; and

•a $0.9 million increase attributed to business interruption proceeds.

These increases were offset by:

•a $3.7 million increase in corporate general and administrative expenses primarily attributed to employee-related expenses;

•a $1.5 million increase in income tax expense attributed to generating taxable income in 2022 after the utilization of the net operating loss carryforwards;

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•a $1.4 million increase in interest expense attributed to a higher weighted-average interest rate offset by a decrease in weighted-average debt outstanding; and

•A $0.9 million increase in other operating expenses primarily attributed to franchise taxes.



Adjusted EBITDAre and Adjusted FFO attributable to common stock and unit holders
increased 137.8% and 454.0%, respectively, for the year ended December 31, 2022
compared to 2021, which was attributable to a broad-based recovery from the
COVID-19 pandemic on the Company's results of operations. Refer to "Non-GAAP
Financial Measures" for the definition of these financial measures, a
description of how they are useful to investors as key supplemental measures of
our operating performance and the reconciliation of these non-GAAP financial
measures to net income (loss) attributable to common stock and unit holders.

Portfolio Composition

As of December 31, 2022 and 2021, the Company owned 32 lodging properties with a total of 9,508 rooms and owned 34 lodging properties with a total of 9,659 rooms, respectively. As of December 31, 2020, the Company owned 35 lodging properties with a total of 10,011 rooms.



The following represents the disposition details for the properties sold in the
years ended December 31, 2022, 2021 and 2020 (in thousands, except number of
rooms):

                                                                                                          Gross Sale
Property                                                         Date              No. of Rooms              Price
Kimpton Hotel Monaco Chicago                                    01/2022                 191              $   36,000
Bohemian Hotel Celebration, Autograph Collection                10/2022                 115              $   27,750
Kimpton Hotel Monaco Denver                                     12/2022                 189              $   69,750
Total for the year ended December 31, 2022                                              495              $  133,500

Marriott Charleston Town Center                                 11/2021                 352              $    5,000
Total for the year ended December 31, 2021                                              352              $    5,000

Residence Inn Boston Cambridge                                  10/2020                 221              $  107,500
Marriott Napa Valley Hotel & Spa                                10/2020                 275              $  100,096
Hotel Commonwealth                                              11/2020                 245              $  113,000
Renaissance Austin Hotel                                        11/2020                 492              $   70,000
Total for the year ended December 31, 2020                                             1,233             $  390,596

The following represents our acquisitions activity for the year ended December 31, 2022 (in thousands, except number of rooms):



Property            Location           Date        No. of Rooms      Net Purchase Price
W Nashville       Nashville, TN      03/2022           346          $          328,500

No hotels were acquired during the years ended December 31, 2021 and 2020.


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Comparison of the year ended December 31, 2022 to the year ended December 31, 2021



Operating Information

The following table sets forth certain operating information for the years ended
December 31, 2022 and 2021:

                                                                  Year Ended December 31,
                                                                  2022                 2021               Change
Number of properties at January 1                                  34                   35                 (1)
Properties acquired                                                 1                   -                   1
Properties disposed                                                (3)                 (1)                  2
Number of properties at December 31                                32                   34                 (2)
Number of rooms at January 1                                      9,659               10,011              (352)

Rooms in properties acquired or added to portfolio upon completion of property improvements(1)

                             346                  -                  346

Rooms in properties disposed or combined during property improvements(2)

                                                   (497)               (352)               (145)
Number of rooms at December 31                                    9,508               9,659               (151)

Portfolio Statistics:
Occupancy(3)                                                         62.9  %            47.5  %         1,540 bps
ADR(3)                                                       $     258.76          $  218.41              18.5%
RevPAR(3)                                                    $     162.75          $  103.64              57.0%
Hotel operating income (in thousands)(4)                     $    325,332          $ 170,141              91.2%


(1) During the year ended December 31, 2022, we acquired the 346-room W Nashville.



(2)   During the year ended December 31, 2022, we disposed of three hotels with
495 rooms and reduced the room count by two at Hyatt Regency Scottsdale Resort &
Spa at Gainey Ranch. During the year ended December 31, 2021, we disposed of one
hotel with 352 rooms.

(3) For hotels disposed of during the period, operating results and statistics are only included through the date of the respective disposition.

(4) Hotel operating income represents the difference between total revenues and total hotel operating expenses.

Revenues

Revenues increased significantly compared to 2021 driven by increases in occupancy and ADR due to a broad-based recovery from the COVID-19 pandemic. Revenues consists of room, food and beverage, and other revenues from our hotels, as follows (in thousands):



                                    Year Ended December 31,
                                      2022               2021         Increase       % Change
Revenues:
Rooms revenues                $     576,279           $ 377,020      $ 199,259         52.9  %
Food and beverage revenues          337,792             173,035        164,757         95.2  %
Other revenues                       83,536              66,133         17,403         26.3  %
Total revenues                $     997,607           $ 616,188      $ 381,419         61.9  %


Rooms revenues

Rooms revenues increased by $199.3 million, or 52.9%, to $576.3 million for the
year ended December 31, 2022 from $377.0 million for the year ended December 31,
2021 primarily due to increases in occupancy and ADR due to a broad-based
recovery from the COVID-19 pandemic. Additionally, the acquisition of W
Nashville in March 2022 contributed to the increase in rooms revenue by $23.3
million. This increase is net of a reduction of $7.2 million attributed to the
sale of Marriott Charleston Town Center in November 2021, Kimpton Hotel Monaco
Chicago in January 2022, Bohemian Hotel Celebration, Autograph Collection in
October 2022 and Kimpton Hotel Monaco Denver in December 2022 (collectively,
"the one hotel sold in 2021 and the three hotels sold in 2022").

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Food and beverage revenues



Food and beverage revenues increased by $164.8 million, or 95.2%, to $337.8
million for the year ended December 31, 2022 from $173.0 million for the year
ended December 31, 2021 primarily due to increases in occupancy due a
broad-based recovery from the COVID-19 pandemic. Additionally, the acquisition
of W Nashville in March 2022 contributed to the increase in food and beverage
revenue by $18.2 million. This increase is net of a reduction of $0.9 million
attributed to the one hotel sold in 2021 and the three hotels sold in 2022.

Other revenues



Other revenues increased by $17.4 million, or 26.3%, to $83.5 million for the
year ended December 31, 2022 from $66.1 million for the year ended December 31,
2021 primarily due to a broad-based recovery from the COVID-19 pandemic. This
increase includes $5.2 million in additional revenues from cancellation and
attrition as well as $2.0 million attributed to the acquisition of W Nashville
in March 2022. These increases are net of a reduction of $0.9 million attributed
to the one hotel sold in 2021 and the three hotels sold in 2022.

Hotel Operating Expenses

Hotel operating expenses consist of the following (in thousands):



                                       Year Ended December 31,
                                         2022               2021         Increase       % Change
Hotel operating expenses:
Rooms expenses                   $     137,589           $  93,538      $  44,051         47.1  %
Food and beverage expenses             224,391             125,233         99,158         79.2  %
Other direct expenses                   23,847              18,258          5,589         30.6  %
Other indirect expenses                249,992             186,517         63,475         34.0  %
Management and franchise fees           36,456              22,501         13,955         62.0  %
Total hotel operating expenses   $     672,275           $ 446,047      $ 

226,228 50.7 %

Total hotel operating expenses

Generally, hotel operating costs fluctuate based on various factors, including occupancy, labor costs, utilities and insurance costs which have increased during the last year. Luxury and upper upscale hotels generally have higher fixed costs than other types of hotels due to the services and amenities provided to guests.



Total hotel operating expenses increased $226.2 million, or 50.7%, to $672.3
million for the year ended December 31, 2022 from $446.0 million for the year
ended December 31, 2021, primarily due to increases in occupancy and other
related operating costs due to a broad-based recovery from the COVID-19
pandemic. Additionally, W Nashville contributed to the increase in hotel
operating expenses by $30.3 million. The increase in total hotel operating
expenses is net of a reduction of $9.7 million in hotel operating expenses
attributed to the one hotel sold in 2021 and the three hotels sold in 2022.

Corporate and Other Expenses

Corporate and other expenses consist of the following (in thousands):



                                                        Year Ended December 31,
                                                                                                Increase /
                                                        2022                   2021             (Decrease)             % Change
Depreciation and amortization                   $     132,648              $ 129,393          $     3,255                    2.5  %
Real estate taxes, personal property taxes and
insurance                                              44,388                 40,888                3,500                    8.6  %
Ground lease expense                                    2,793                  1,153                1,640                  142.2  %
General and administrative expenses                    34,250                 30,564                3,686                   12.1  %
Gain on business interruption insurance                (2,487)                (1,602)                (885)                 (55.2) %
Other operating expenses                                1,070                    213                  857                  402.3  %
Impairment and other losses                             1,278                 30,416              (29,138)                 (95.8) %
Total corporate and other expenses              $     213,940              $ 231,025          $   (17,085)                  (7.4) %


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Depreciation and amortization



Depreciation and amortization expense increased $3.3 million, or 2.5%, to $132.6
million for the year ended December 31, 2022 from $129.4 million for the year
ended December 31, 2021. This increase was primarily attributed to the
acquisition of W Nashville in March 2022, partially offset by reduction
attributed to the timing of fully depreciated assets during the comparable
periods and a reduction in depreciation expense related to the one hotel sold in
2021 and the three hotels sold in 2022.

Real estate taxes, personal property taxes and insurance



Real estate taxes, personal property taxes and insurance expense increased $3.5
million, or 8.6%, to $44.4 million for the year ended December 31, 2022 from
$40.9 million for the year ended December 31, 2021. This year-to-date increase
was primarily attributed to increases in insurance premiums of $3.2 million,
$2.4 million attributed for the acquisition of W Nashville in March 2022 and a
$1.5 million non-recurring property tax refund received in 2021. These increases
were partially offset by a $1.0 million reduction in real estate taxes and a
$2.0 million reduction related to the one hotel sold in 2021 and the three
hotels sold in 2022.

Ground lease expense



Ground lease expense increased $1.6 million, or 142.2%, to $2.8 million for the
year ended December 31, 2022 from $1.2 million for the year ended December 31,
2021, which was primarily attributable to an increase in percentage rent in
2022, which is based on revenues at certain hotels with ground leases, compared
to 2021.

General and administrative expenses



General and administrative expenses increased $3.7 million, or 12.1%, to $34.3
million for the year ended December 31, 2022 from $30.6 million for the year
ended December 31, 2021 primarily due to an increase in the number of corporate
employees, employee-related expenses, and increased incentive compensation.

Gain on business interruption insurance



Gain on business interruption insurance was $2.5 million for the year ended
December 31, 2022, which was attributed to $1.5 million in insurance proceeds
for a portion of lost income at Loews New Orleans Hotel due to the impact of
Hurricane Ida in August 2021 as well as $1.0 million in proceeds for lost income
for certain properties in Texas due to the impact of the Texas winter storms in
February 2021. Gain on business interruption insurance was $1.6 million for the
year ended December 31, 2021, which was attributed to insurance proceeds of $1.1
million for a portion of lost revenue associated with cancellations in 2020
related to the COVID-19 pandemic and lost income of $0.5 million in 2021 as a
result of damage from the Texas winter storms in February 2021.

Other operating expenses

Other operating expenses increased to $1.1 million for the year ended December 31, 2022 from $0.2 million for the year ended December 31, 2021. This increase was primarily attributable to franchise tax associated with W Nashville, which was acquired in March 2022.

Impairment and other losses

We recorded impairment charges of $1.3 million and $30.4 million during years ended December 31, 2022 and 2021, respectively.

In August 2021, Hurricane Ida impacted Loews New Orleans Hotel located in New Orleans, Louisiana. During the year ended December 31, 2022, the Company expensed hurricane-related repair and cleanup costs of $1.3 million.



During the year ended December 31, 2021, we recorded an impairment loss of $12.6
million for the 352-room Marriott Charleston Town Center to reduce the carrying
value of the long-lived asset to its fair value. The impairment was the result
of a shortened estimated hold period due to the expected sale. The hotel was
sold in November 2021. Additionally, in November 2021, we entered into an
agreement to sell the 191-room Kimpton Hotel Monaco Chicago for a sale price of
$36.0 million and the buyer funded an at-risk deposit. As a result of the
shortened estimated hold period due to the expected sale, we recorded an
impairment loss of $15.7 million for this property. The hotel was sold in
January 2022.

Additionally, during the year ended December 31, 2021, we expensed $1.1 million
of hurricane-related repair and cleanup costs related to Loews New Orleans Hotel
which sustained damage from Hurricane Ida as well as $0.4 million of winter
storm-related repair and cleanup costs related to two hotels that experienced
damage as a result of the Texas winter storms in February 2021. We also wrote
off $0.6 million related to previously capitalized design costs for a renovation
project that will no longer be completed due to a change of scope.

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Refer to Notes 2 and 8 to the accompanying consolidated financial statements included herein for further discussion.

Results of Non-Operating Income and Expenses

Non-operating income and expenses consist of the following (in thousands):



                                                       Year Ended December 31,
                                                                                           Increase /
                                                       2022               2021             (Decrease)              % Change

Non-operating income and expenses: Gain (loss) on sale of investment properties $ 27,286 $ (75) $ 27,361

                36,481.3  %
Other income (loss)                                    4,178             (2,297)                6,475                   281.9  %
Interest expense                                     (82,727)           (81,285)                1,442                     1.8  %
Loss on extinguishment of debt                          (294)            (1,356)               (1,062)                  (78.3) %
Income tax expense                                    (2,205)              (718)                1,487                   207.1  %


Gain (loss) on sale of investment properties



The gain on sale for the year ended December 31, 2022 was attributed to the
disposition of Bohemian Hotel Celebration, Autograph Collection in October 2022
and Kimpton Hotel Monaco Denver in December 2022. For the year ended
December 31, 2021, after recognizing an impairment loss of $12.6 million, we
recognized a loss of $75 thousand related to the sale of Marriott Charleston
Town Center in November 2021.

Other income (loss)

Other income increased $6.5 million, or 281.9%, to other income of $4.2 million
for the year ended December 31, 2022 from a loss of $2.3 million for the year
ended December 31, 2021. The increase was primarily attributed to a gain of $3.6
million from insurance proceeds settlements in excess of recognized losses
associated with hurricane-related damage at Loews New Orleans Hotel as well as
interest income of $2.2 million for the year ended December 31, 2022, offset by
$1.6 million of costs associated with the termination of two interest rate
hedges for the year ended December 31, 2022. Additionally, there were $2.8
million of costs associated with the termination of four interest rate hedges
for the year ended December 31, 2021.

Interest expense



Interest expense increased $1.4 million, or 1.8%, to $82.7 million for the year
ended December 31, 2022 from $81.3 million for the year ended December 31, 2021.
The increase was primarily due to an increase in the weighted-average interest
rate, partially offset by a decrease in weighted-average outstanding debt in
2022 compared to 2021. Refer to Note 6 in the consolidated financial statements
included herein for further discussion.

Loss on extinguishment of debt

Loss on extinguishment of debt decreased by $1.1 million, or 78.3%, to $0.3 million for the year ended December 31, 2022 from $1.4 million for the year ended December 31, 2021. The loss on extinguishment of debt during 2022 was attributable to the write-off of unamortized debt issuance costs upon the early repayment of one mortgage loan.



The loss on extinguishment of debt during 2021 was attributable to the write off
of unamortized debt issuance costs upon the early repayment of the corporate
credit facility term loan that was due to mature in August 2023 and one mortgage
loan.

Income tax expense

Income tax expense increased $1.5 million, or 207.1%, to $2.2 million for the
year ended December 31, 2022 from $0.7 million for the year ended December 31,
2021. The increase from prior year was primarily attributed to higher taxable
income related to a broad-based recovery from the COVID-19 pandemic and the
acquisition of W Nashville in March 2022 coupled with an increase in the
effective tax rate for 2022 compared to 2021. These increases were partially
offset by the use of federal and state net operating loss carryforwards.

Comparison of the year ended December 31, 2021 to the year ended December 31, 2020



This information is contained in "Part II - Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our Annual Report
on Form 10-K for the year ended December 31, 2021 filed with the SEC on March 1,
2022, and is incorporated herein by reference.

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Non-GAAP Financial Measures



We consider the following non-GAAP financial measures useful to investors as key
supplemental measures of our operating performance: EBITDA, EBITDAre, Adjusted
EBITDAre, FFO and Adjusted FFO. These non-GAAP financial measures should be
considered along with, but not as alternatives to, net income or loss, operating
profit, cash from operations, or any other operating performance measure as
prescribed per GAAP.

EBITDA, EBITDAre and Adjusted EBITDAre



EBITDA is a commonly used measure of performance in many industries and is
defined as net income or loss (calculated in accordance with GAAP)
excluding interest expense, provision for income taxes (including income taxes
applicable to sale of assets) and depreciation and amortization. We consider
EBITDA useful to an investor regarding our results of operations, in evaluating
and facilitating comparisons of our operating performance between periods and
between REITs by removing the impact of our capital structure (primarily
interest expense) and asset base (primarily depreciation and amortization) from
our operating results, even though EBITDA does not represent an amount that
accrues directly to common stockholders. In addition, EBITDA is used as one
measure in determining the value of hotel acquisitions and dispositions and
along with FFO and Adjusted FFO, it is used by management in the annual budget
process for compensation programs.

We then calculate EBITDAre in accordance with standards established by the
National Association of Real Estate Investment Trusts ("Nareit"), which we
adopted on January 1, 2018. Nareit defines EBITDAre as EBITDA plus or minus
losses and gains on the disposition of depreciated property, including
gains/losses on change of control, plus 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 adjustments to reflect the
entity's share of EBITDAre of unconsolidated affiliates.

We further adjust EBITDAre to exclude the impact of non-controlling interests in
consolidated entities other than our Operating Partnership Units because our
Operating Partnership Units may be redeemed for common stock. We believe it is
meaningful for the investor to understand Adjusted EBITDAre attributable to all
common stock and Operating Partnership unit holders. We also adjust EBITDAre for
certain additional items such as depreciation and amortization related to
corporate assets, hotel property acquisition, terminated transaction and
pre-opening expenses, amortization of share-based compensation, non-cash ground
rent and straight-line rent expense, the cumulative effect of changes in
accounting principles, and other costs we believe do not represent recurring
operations and are not indicative of the performance of our underlying hotel
property entities. We believe Adjusted EBITDAre attributable to common stock and
unit holders provides investors with another financial measure in evaluating and
facilitating comparison of operating performance between periods and between
REITs that report similar measures.

FFO and Adjusted FFO



We calculate FFO in accordance with standards established by Nareit, as amended
in the 2018 restatement white paper, which defines FFO as net income or loss
(calculated in accordance with GAAP), excluding real estate-related
depreciation, amortization and impairments, gains (losses) from sales of real
estate, the cumulative effect of changes in accounting principles, similar
adjustments for unconsolidated partnerships and consolidated variable interest
entities, and items classified by GAAP as extraordinary. Historical cost
accounting for real estate assets implicitly assumes that the value of real
estate assets diminishes predictably over time. Since real estate values instead
have historically risen or fallen with market conditions, most industry
investors consider presentations of operating results for real estate companies
that use historical cost accounting to be insufficient by themselves. We believe
that the presentation of FFO provides useful supplemental information to
investors regarding our operating performance by excluding the effect of real
estate depreciation and amortization, gains (losses) from sales for real estate,
impairments of real estate assets, extraordinary items and the portion of these
items related to unconsolidated entities, all of which are based on historical
cost accounting and which may be of lesser significance in evaluating current
performance. We believe that the presentation of FFO can facilitate comparisons
of operating performance between periods and between REITs, even though FFO does
not represent an amount that accrues directly to common stockholders. Our
calculation of FFO may not be comparable to measures calculated by other
companies who do not use the Nareit definition of FFO or do not calculate FFO
per diluted share in accordance with Nareit guidance. Additionally, FFO may not
be helpful when comparing us to non-REITs. We present FFO attributable to common
stock and unit holders, which includes our Operating Partnership Units because
our Operating Partnership Units may be redeemed for common stock. We believe it
is meaningful for the investor to understand FFO attributable to all common
stock and unit holders.

We further adjust FFO for certain additional items that are not in Nareit's
definition of FFO such as hotel property acquisition, terminated transaction and
pre-opening expenses, amortization of debt origination costs and share-based
compensation, non-cash ground rent and straight-line rent expense, operating
results from properties that are sold and other items we believe do not
represent recurring operations. We believe that Adjusted FFO provides investors
with useful supplemental information that may facilitate comparisons of ongoing
operating performance between periods and between REITs that make similar
adjustments to FFO and is beneficial to investors' complete understanding of our
operating performance.

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The following is a reconciliation of net income (loss) to EBITDA, EBITDAre and
Adjusted EBITDAre attributable to common stock and unit holders for the years
ended December 31, 2022, 2021, and 2020 (in thousands):

                                                                         

Year Ended December 31,


                                                               2022               2021                2020
Net income (loss)                                          $  57,630          $ (146,615)         $ (166,886)
Adjustments:
Interest expense                                              82,727              81,285              61,975
Income tax expense (benefit)                                   2,205                 718             (15,867)
Depreciation and amortization                                132,648             129,393             146,511
EBITDA                                                     $ 275,210          $   64,781          $   25,733
Impairment of investment properties(1)                             -              28,899              29,044
(Gain) loss on sale of investment properties                 (27,286)                 75             (93,630)
EBITDAre                                                   $ 247,924

$ 93,755 $ (38,853)

Depreciation and amortization related to corporate assets (444)

         (409)               (392)
Gain on insurance recoveries(2)                               (3,550)                  -                   -
Loss on extinguishment of debt                                   294               1,356               1,625
Terminated transaction costs                                       -                   1                 994
Amortization of share-based compensation expense(3)           11,411              11,615              10,930
Non-cash ground rent and straight-line rent expense               44                 118                 145

Other income attributed to forfeited deposits from terminated transactions(4)

                                         -                   -             (28,750)
Other non-recurring expenses(5)                                1,309               1,622               2,568

Adjusted EBITDAre attributable to common stock and unit holders

$ 256,988

$ 108,058 $ (51,733)




(1)  During the year ended December 31, 2021, we recognized impairment charges
of $12.6 million and $15.7 million related to Marriott Charleston Town Center
and Kimpton Hotel Monaco Chicago, respectively, which were attributed to their
respective net book value exceeding the undiscounted cash flows over a shortened
hold period. Additionally, during the year ended December 31, 2021, we wrote off
$0.6 million related to previously capitalized design costs for a renovation
project that will no longer be completed due to a change of scope. During the
year ended December 31, 2020, we recorded an $8.9 million impairment loss
related to Renaissance Austin Hotel as it was determined to have a shortened
hold period due to the expected sale. In addition, during the year ended
December 31, 2020, we recorded goodwill impairments totaling $20.1 million for
Andaz Savannah and Bohemian Hotel Savannah Riverfront, Autograph Collection. The
goodwill impairments were directly attributed to existing market weakness due to
new supply and the material adverse impact the COVID-19 pandemic had on the
results of operations at each hotel.

(2) During the year ended December 31, 2022, we recorded $3.6 million of insurance proceeds in excess of recognized losses related to damage sustained at Loews New Orleans Hotel during Hurricane Ida in August 2021. These gains on insurance recovery are included in other income (loss) on the consolidated statement of operations and comprehensive income (loss) for the period then ended.



(3)  During the year ended December 31, 2020, we reduced our corporate office
staffing levels in order to preserve capital over the long-term as a result of
the material adverse impact the COVID-19 pandemic has had on our results of
operations. As a result, during the year ended December 31, 2020, we incurred
$1.6 million of accelerated amortization of share-based compensation expense.

(4) During the year ended December 31, 2020, we recognized other income of $28.8 million as a result of forfeited deposits from terminated transactions.



(5)  During the years ended December 31, 2022, we recorded hurricane-related
repair and cleanup costs of $1.3 million. During the year ended December 31,
2021, we recorded estimated hurricane-related repair and cleanup costs of $1.1
million related to the damage sustained at Loews New Orleans Hotel during
Hurricane Ida. Additionally, during the year ended December 31, 2021, we
recorded Texas winter storm-related repair and cleanup costs of $0.4 million at
two hotels. For the year ended December 31, 2020, we incurred $1.8 million of
non-recurring expenses for severance related costs in connection with the
reduction in corporate personnel. In addition, during the year ended December
31, 2020, we incurred non-recurring legal costs of $0.7 million to amend the
terms of our debt.







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The following is a reconciliation of net income (loss) to FFO and Adjusted FFO for the years ended December 31, 2022, 2021, and 2020 (in thousands):



                                                                         Year Ended December 31,
                                                               2022               2021                2020
Net income (loss)                                          $  57,630          $ (146,615)         $ (166,886)
Adjustments:
Depreciation and amortization related to investment
properties                                                   132,204             128,984             146,119
Impairment of investment properties(1)                             -              28,899              29,044
(Gain) loss on sale of investment property                   (27,286)                 75             (93,630)

FFO attributable to common stock and unit holders $ 162,548

   $   11,343          $  (85,353)
Reconciliation to Adjusted FFO
Gain on insurance recoveries(2)                               (3,550)                  -                   -
Loss on extinguishment of debt                                   294               1,356               1,625
Terminated transaction costs                                       -                   1                 994
Loan related costs, net of adjustment related to
non-controlling interests(3)                                   5,260               5,952               3,874
Amortization of share-based compensation expense(4)           11,411              11,615              10,930
Non-cash ground rent and straight-line rent expense               44                 118                 145

Other income attributed to forfeited deposits from terminated transactions(5)

                                         -                   -             (28,750)
Other non-recurring expenses (income)(6)                       1,309               1,622               2,568

Adjusted FFO attributable to common stock and unit holders $ 177,316

$ 32,007 $ (93,967)




(1)  During the year ended December 31, 2021, we recognized impairment charges
of $12.6 million and $15.7 million related to Marriott Charleston Town Center
and Kimpton Hotel Monaco Chicago, respectively, which were attributed to their
respective net book value exceeding the undiscounted cash flows over a shortened
hold period. Additionally, during the year ended December 31, 2021, we wrote off
$0.6 million related to previously capitalized design costs for a renovation
project that will no longer be completed due to a change of scope. During the
year ended December 31, 2020, we recorded an $8.9 million impairment loss
related to Renaissance Austin Hotel as it was determined to have a shortened
hold period due to the expected sale. In addition, during the year ended
December 31, 2020, we recorded goodwill impairments totaling $20.1 million for
Andaz Savannah and Bohemian Hotel Savannah Riverfront, Autograph Collection. The
goodwill impairments were directly attributed to existing market weakness due to
new supply and the material adverse impact the COVID-19 pandemic had on the
results of operations at each hotel.

(2) During the year ended December 31, 2022, we recorded $3.6 million of insurance proceeds in excess of recognized losses related to damage sustained at Loews New Orleans Hotel during Hurricane Ida in August 2021. These gains on insurance recovery are included in other income (loss) on the consolidated statement of operations and comprehensive income (loss) for the period then ended.

(3) Loan related costs included amortization of debt premiums, discounts and deferred loan origination costs.



(4)  During the year ended December 31, 2020, we reduced our corporate office
staffing levels in order to preserve capital over the long-term as a result of
the material adverse impact the COVID-19 pandemic has had on our results of
operations. As a result, during the year ended December 31, 2020, we incurred
$1.6 million of accelerated amortization of share-based compensation expense.

(5) During the year ended December 31, 2020, we recognized other income of $28.8 million as a result of forfeited deposits from terminated transactions.



(6)  During the year ended December 31, 2022, we recorded hurricane-related
repair and cleanup costs of $1.3 million. During the year ended December 31,
2021, we recorded estimated hurricane-related repair and cleanup costs of $1.1
million related to the damage sustained at Loews New Orleans Hotel during
Hurricane Ida. Additionally, during the year ended December 31, 2021, we
recorded Texas winter storm-related repair and cleanup costs of $0.4 million at
two hotels. For the year ended December 31, 2020, we incurred $1.8 million of
non-recurring expenses for severance related costs in connection with the
reduction in corporate personnel. In addition, during the year ended December
31, 2020, we incurred non-recurring legal costs of $0.7 million to amend the
terms of our debt.

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Use and Limitations of Non-GAAP Financial Measures



EBITDA, EBITDAre, Adjusted EBITDAre, FFO, and Adjusted FFO do not represent cash
generated from operating activities under GAAP and should not be considered as
alternatives to net income or loss, operating profit, cash flows from operations
or any other operating performance measure prescribed by GAAP. Although we
present and use EBITDA, EBITDAre, Adjusted EBITDAre, FFO and Adjusted FFO
because we believe they are useful to investors in evaluating and facilitating
comparisons of our operating performance between periods and between REITs that
report similar measures, the use of these non-GAAP measures has certain
limitations as analytical tools. These non-GAAP financial measures are not
measures of our liquidity, nor are they indicative of funds available to fund
our cash needs, including our ability to fund capital expenditures, contractual
commitments, working capital, service debt or make cash distributions. These
measurements do not reflect cash expenditures for long-term assets and other
items that we have incurred and will incur. These non-GAAP financial measures
may include funds that may not be available for management's discretionary use
due to functional requirements to conserve funds for capital expenditures,
property acquisitions, and other commitments and uncertainties. These non-GAAP
financial measures as presented may not be comparable to non-GAAP financial
measures as calculated by other real estate companies.

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 GAAP financial measures, and our consolidated statements of
operations and comprehensive (loss) income, include interest expense, 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 reflect additional ways of viewing our operations
that we believe, when viewed with our GAAP results and the reconciliations to
the corresponding 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.

Liquidity and Capital Resources



We expect to meet our short-term liquidity requirements from cash on hand, cash
flow from hotel operations, use of our unencumbered asset base, asset
dispositions, borrowings under our revolving credit facility, and proceeds from
various capital market transactions, including issuances of debt and equity
securities. The objectives of our cash management policy are to maintain the
availability of liquidity and minimize operational costs.

On a long-term basis, our objectives are to maximize revenue and profits
generated by our existing properties and acquired hotels, to further enhance the
value of our portfolio and produce an attractive current yield, as well as to
generate sustainable and predictable cash flow from our operations to distribute
to our common stock and unit holders. To the extent we are able to successfully
improve the performance of our portfolio, we believe this will result in
increased operating cash flows. Additionally, we may meet our long-term
liquidity requirements through additional borrowings, the issuance of equity and
debt securities, which may not be available on advantageous terms or at all,
and/or proceeds from the sales of hotels.

Liquidity



As of December 31, 2022, we had $305.1 million of consolidated cash and cash
equivalents and $60.8 million of restricted cash and escrows. The restricted
cash as of December 31, 2022 primarily consisted of $46.3 million related to
FF&E reserves as required per the terms of our management and franchise
agreements, $8.2 million in deposits made for capital projects, cash held in
restricted escrows of $4.2 million primarily for real estate taxes and mortgage
escrows and $2.1 million for disposition-related holdbacks.

In February 2022, the availability under our revolving credit facility decreased
to $450 million through its maturity in February 2024. As of December 31, 2022,
there was no outstanding balance on our revolving credit facility and the full
$450 million was available to be borrowed.

In January 2023, XHR LP (the "Borrower") entered into a new $675 million senior
unsecured credit facility comprised of a $450 million revolving line of credit
(the "Revolving Line of Credit"), a $125 million term loan (the "Term Loan
$125M") and a $100 million delayed draw term loan (the "Term Loan $100M" and,
together with the Term Loan $125M, the "2023 Term Loans") pursuant to a
Revolving Credit and Term Loan Agreement, dated as of January 10, 2023, by and
among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the
lenders and other parties thereto (the "2023 Credit Agreement"). The Revolving
Line of Credit and the Term Loan $125M refinanced in full our existing corporate
credit facilities and, as a result of such refinancing, the pledges of equity of
certain subsidiaries securing obligations under the Amended Credit Agreements
and the Senior Notes were released. The Term Loan $100M was funded on January
17, 2023 and was used to repay in full the mortgage loan collateralized by
Renaissance Atlanta Waverly Hotel & Convention Center that was due August 2024.
Proceeds from future Revolving Line of Credit borrowings may be used for working
capital, general corporate or other purposes permitted by the 2023 Credit
Agreement. The Revolving Line of Credit matures in January 2027 and can be
extended up to an additional year. The interest rate on the Revolving Line of
Credit is based on a pricing grid with a range of 145 to 275

                                       62

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basis points over the applicable Term SOFR rate as determined by the Company's
leverage ratio. The 2023 Term Loans mature in March 2026, can be extended up to
an additional year, and bear interest rates consistent with the pricing grid on
the Revolving Line of Credit. Additionally, in January 2023, we amended the
mortgage loan collateralized by Andaz Napa to update the variable index on the
$55 million loan from LIBOR-based to Term SOFR and extend the maturity date
through January 2028.

We upsized the ATM program in May 2021. As a result, we had $200 million available for sale under the ATM program as of December 31, 2021.



We remain committed to increasing total shareholder returns through the
following priorities: (1) maximize revenue and profits generated by our existing
properties and acquired hotels, including the continued focused management of
expenses, (2) further enhance the value of our portfolio and produce an
attractive current yield and (3) generate sustainable and predictable cash flow
from our operations to distribute to our common stock and unit holders. Future
determinations regarding the declaration and payment of dividends will be at the
discretion of our Board of Directors and will depend on then-existing
conditions, including our results of operations, payout ratio, capital
requirements, financial condition, prospects, contractual arrangements, any
limitations on payment of dividends present in our current and future debt
agreements, maintaining our REIT status and other factors that our Board of
Directors may deem relevant.

Debt and Loan Covenants



As of December 31, 2022, our outstanding total debt was $1.4 billion and had a
weighted-average interest rate of 5.65%. Our weighted-average debt maturity as
of December 31, 2022 was 2.8 years for our mortgage loans, 4.2 years for our
corporate credit facility term loan, the Senior Notes, and revolving credit
facility and 3.9 years for all debt.

Debt as of December 31, 2022 and December 31, 2021 consisted of the following
(dollars in thousands):

                                           Rate Type                               Maturity Date          December 31,          December 31,
                                                                Rate(1)                                       2022                  2021
Mortgage Loans
Renaissance Atlanta Waverly Hotel &        Variable    (2)         7.03  %           8/14/2024           $     99,590          $    100,000
Convention Center
Andaz Napa                                 Variable    (3)         6.29  %           9/13/2024                 54,560                55,640
The Ritz-Carlton, Pentagon City              Fixed     (4)            -  %                -                         -                65,000
Grand Bohemian Hotel Orlando, Autograph      Fixed                 4.53  %           3/1/2026                  55,685                56,796

Collection


Marriott San Francisco Airport               Fixed                 4.63  %           5/1/2027                 110,153               112,102
Waterfront
Total Mortgage Loans                                               5.64  % (5)                           $    319,988          $    389,538
Corporate Credit Facilities
Corporate Credit Facility Term Loan        Variable    (6)         5.84  %           9/13/2024                125,000               125,000

$125M


Revolving Credit Facility                  Variable    (7)         6.14  %           2/28/2024                      -                     -
Total Corporate Credit Facilities                                                                        $    125,000          $    125,000
2020 Senior Notes $500M                      Fixed                 6.38  %           8/15/2025                500,000               500,000
2021 Senior Notes $500M                      Fixed                 4.88  %           6/1/2029                 500,000               500,000
Loan premiums, discounts and unamortized                                                                      (15,883)              (20,307)
deferred financing costs, net (8)
Total Debt, net of loan premiums,                                          

(5)


discounts and unamortized deferred                                 5.65  %                               $  1,429,105          $  1,494,231

financing costs




(1)The rates shown represent the annual interest rates as of December 31, 2022.
The variable index for the corporate credit facilities reflects a 25 basis point
LIBOR floor which was applicable as of December 31, 2022. Effective as of
January 10, 2023, the variable index for the corporate credit facilities is
adjusted Term SOFR, subject to a zero basis point floor, as further described
under "Part II-Item. 7 Management's Discussion of Financial Condition and
Results of Operations - Liquidity and Capital Resources - Corporate Credit
Facilities."

(2)A variable interest rate loan for which the interest rate was fixed through October 2022, after which the rate reverted to variable index based on Term SOFR. This mortgage loan was repaid in full in January 2023.



(3)A variable interest rate loan for which the interest rate was fixed on
$25 million of the balance through October 2022, after which the rate reverted
to a variable index based on one-month LIBOR. In January 2023, the Company
amended this mortgage loan to update the variable index from one-month LIBOR to
Term SOFR and extend the maturity date through January 2028.

(4)A variable interest rate loan for which the interest rate was fixed through January 2023. The outstanding balance of this mortgage loan was repaid in January 2022 and the two interest rate swaps associated with this loan were terminated in connection with the repayment.

(5)Represents the weighted-average interest rate as of December 31, 2022.



(6)The spread to LIBOR varied based on the Company's leverage ratio. The
applicable interest rate was set to the highest level of grid-based pricing
during the covenant waiver period, however, with the delivery of the compliance
certificates under the corporate credit facilities for the fiscal quarter ending
June 30, 2022, the Company exited the covenant waiver period and the applicable
interest rate reverted to pricing based on the Company's leverage ratio. In

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January 2023, the corporate credit facility term loan was refinanced with a new
$225 million term loan, consisting of a $125 million initial term loan and a
$100 million delayed draw term loan and, effective as of January 10, 2023, the
spread to adjusted Term SOFR varies based on the Company's leverage ratio, as
further described under "Part II-Item. 7 Management's Discussion of Financial
Condition and Results of Operations - Liquidity and Capital Resources -
Corporate Credit Facilities."

(7)Commitments under the revolving credit facility totaled $523 million through
February 2022, after which the total commitments decreased to $450 million
through the date of the refinancing of the revolving credit facility in January
2023. The spread to LIBOR varied based on the Company's leverage ratio. The
applicable interest rate was set to the highest level of grid-based pricing
during the covenant waiver period, however, with the delivery of the compliance
certificates under the corporate credit facilities for the fiscal quarter ending
June 30, 2022, the Company exited the covenant waiver period and the applicable
interest rate reverted to pricing based on the Company's leverage ratio. The
revolving credit facility was refinanced with a new $450 million revolving line
of credit and, effective as of January 10, 2023, the spread to adjusted Term
SOFR varies based on the Company's leverage ratio, as further described under
"Part II-Item. 7 Management's Discussion of Financial Condition and Results of
Operations - Liquidity and Capital Resources - Corporate Credit Facilities."

(8)Includes loan premiums, discounts and deferred financing costs, net of accumulated amortization.

Mortgage Loans



The mortgage loan agreements require contributions to be made to FF&E reserves.
In addition, certain quarterly financial covenants have been waived for a period
of time specified in the respective amended loan agreements and certain
financial covenants have been adjusted following the waiver periods.

In January 2022, we repaid in full the $65.0 million outstanding balance on the
mortgage loan collateralized by The Ritz-Carlton, Pentagon City. In January
2023, we amended the mortgage loan collateralized by Andaz Napa to update the
variable index on the $55 million loan from LIBOR-based to Term SOFR and extend
the maturity date through January 2028.

Corporate Credit Facilities



We previously entered into (i) a revolving credit facility pursuant to an
Amended and Restated Revolving Credit Agreement, dated as of January 11, 2018,
by and among XHR LP (the "Borrower"), the lenders from time to time party
thereto and JPMorgan Chase Bank, N.A., as administrative agent (the "Revolving
Credit Agreement") and (ii) a term loan facility pursuant to a Term Loan
Agreement, dated as of September 13, 2017, by and among the Borrower, the
lenders from time to time party thereto, and KeyBank National Association, as
administrative agent (the "Term Loan Agreement" and, together with the Revolving
Credit Agreement, the "Credit Agreements").

In 2020 and 2021, we entered into amendments to our Credit Agreements
(collectively, the "Credit Agreement Amendments", and the Credit Agreements as
so amended, the "Amended Credit Agreements"), which, among other things, (i)
relieved the Borrower's compliance with certain covenants under the Amended
Credit Agreements until the date that financial statements were required to be
delivered thereunder for the fiscal quarter ending June 30 2022 (the "covenant
waiver period"), (ii) modified certain financial covenants, once quarterly
testing resumed, through the second quarter of 2023 (the "permitted variations
period"), (iii) required compliance with certain additional mandatory prepayment
requirements and covenants during the covenant waiver period, including
affirmative covenants related to the pledge of equity of certain subsidiaries
and a minimum liquidity financial covenant and (iv) imposed restrictions on
certain acquisitions, investments, capital expenditures, ground leases and
distributions.

We determined that we met the modified financial covenants for the quarter ended
June 30, 2022 and delivered the compliance certificates demonstrating such
compliance under the Amended Credit Agreements and, as a result, are no longer
subject to the additional restrictions and covenants that applied during the
covenant waiver period, other than in respect of certain restrictions and
covenants related to the pledge of equity of certain subsidiaries which remained
applicable until the end of the permitted variations period.

As of December 31, 2022, there was no outstanding balance on the revolving
credit facility. During the years ended December 31, 2022, 2021 and 2020, the
Company incurred unused commitment fees of approximately $1.4 million,
$1.4 million and $0.5 million, respectively. During the year ended December 31,
2022, the Company did not incur interest expense on the revolving credit
facility, and incurred interest expense of $1.9 million and $8.6 million during
the years ended December 31, 2021 and 2020, respectively.

In January 2023, XHR LP (the "Borrower") entered into a new $675 million senior
unsecured credit facility comprised of a $450 million revolving line of credit
(the "Revolving Line of Credit"), a $125 million term loan (the "Term Loan
$125M") and a $100 million delayed draw term loan (the "Term Loan $100M" and,
together with the Term Loan $125M, the "2023 Term Loans") pursuant to a
Revolving Credit and Term Loan Agreement, dated as of January 10, 2023, by and
among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the
lenders and other parties thereto (the "2023 Credit Agreement"). The Revolving
Line of Credit and the Term Loan $125M refinanced in full our existing corporate
credit facilities, and as a result of such refinancing, the pledges of equity of
certain subsidiaries securing obligations under the Amended Credit Agreements
and the Senior Notes were released. The Term Loan $100M was funded on January
17, 2023 and was used to repay in full the mortgage loan collateralized by
Renaissance Atlanta Waverly Hotel & Convention Center that was due August

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2024. Proceeds from future Revolving Line of Credit borrowings may be used for
working capital, general corporate or other purposes permitted by the 2023
Credit Agreement. The Revolving Line of Credit matures in January 2027 and can
be extended up to an additional year. The interest rate on the Revolving Line of
Credit is based on a pricing grid with a range of 145 to 275 basis points over
the applicable Term SOFR rate as determined by the Company's leverage ratio. The
2023 Term Loans mature in March 2026, can be extended up to an additional year,
and bear interest rates consistent with the pricing grid on the Revolving Line
of Credit.

Senior Notes

We issued $500 million of 6.375% Senior Notes (the "2020 Senior Notes") during
the year ended December 31, 2020. In May 2021, we issued $500 million of 4.875
Senior Notes due in 2029 (the "2021 Senior Notes" and together with the 2020
Senior Notes, the "Senior Notes").

The indentures governing the Senior Notes contain customary covenants that limit
our ability and, in certain circumstances, the ability of its subsidiaries, to
borrow money, create liens on assets, make distributions and pay dividends on or
redeem or repurchase stock, make certain types of investments, sell stock in
certain subsidiaries, enter into agreements that restrict dividends or other
payments from subsidiaries, enter into transactions with affiliates, issue
guarantees of indebtedness, and sell assets or merge with other companies. These
limitations are subject to a number of important exceptions and qualifications
set forth in the indentures. In addition, the indentures governing the Senior
Notes require us to maintain total unencumbered assets as of each fiscal quarter
of at least 150% of total unsecured indebtedness, in each case calculated on a
consolidated basis.

The Senior Notes are fully and unconditionally guaranteed, jointly and
severally, by us and certain of our subsidiaries that incur or guarantee any
indebtedness under our corporate credit facilities, any additional first lien
obligations, certain other bank indebtedness or any other material capital
markets indebtedness (each, a "subsidiary guarantor" and together with the
Company, the "guarantors"). The collateral securing the Senior Notes was
released in full in connection with the entry into the 2023 Credit Agreement and
the refinancing of the obligations under the Amended Credit Agreements.
Accordingly, on and after January 10, 2023, the Senior Notes constituted
unsecured obligations.

We may redeem the 2021 Senior Notes prior to June 1, 2024 at a make-whole price.
After June 1, 2024, we may also redeem the Senior Notes at certain redemption
prices that decline ratably to par. We may also redeem a portion of the Senior
Notes with proceeds from certain equity offerings or certain support received
from government authorities in connection with the COVID-19 global pandemic,
subject to certain conditions.

We may, from time to time, seek to retire or purchase any of the outstanding
Senior Notes through cash purchases and/or exchanges for the other securities in
open market purchases, privately negotiated transactions or otherwise. Such
repurchases or exchanges, if any, will depend on prevailing market conditions,
our liquidity requirements, contractual restrictions and other factors. The
amounts involved may be material.

Debt Covenants

As of December 31, 2022, we were in compliance with all debt covenants, current on all loan payments and not otherwise in default under the mortgage loans, revolving credit facility, term loans or Senior Notes.

Derivatives



In January 2022, two interest rate swaps were terminated in connection with the
repayment of a $65.0 million mortgage loan. Further, our remaining interest rate
swaps expired in October 2022 which increased our exposure to rising interest
rates. We continuously monitor and evaluate the level of floating rate debt
exposure that we have and will continue to use interest rate hedges to limit it
as we determine appropriate. See "Part II-Item. 7 Management's Discussion of
Financial Condition and Results of Operations - Derivative Instruments" for more
information related to our hedging policy and transaction activity.

Capital Markets



We maintain an at-the-market ("ATM") program pursuant to an Equity Distribution
Agreement ("ATM Agreement") with Wells Fargo Securities, LLC, Robert W. Baird &
Co. Incorporated, Jefferies LLC, KeyBanc Capital Markets Inc. and Raymond
James & Associates, Inc. In accordance with the terms of the ATM Agreement, the
Company may from time to time offer and sell shares of its common stock having
an aggregate gross offering price of up to $200 million. No shares were sold
under the ATM Agreement during the years ended December 31, 2022, 2021 and 2020.
As of December 31, 2022, we had $200 million available for sale under the ATM
Agreement.

Our Board of Directors has authorized a stock repurchase program (the "Repurchase Program"). In November 2022, the Board of Directors approved a $100 million increase to the share repurchase authorization resulting in authorization to repurchase up


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to $275 million of outstanding common stock in the open market, in privately
negotiated transactions or otherwise, including pursuant to Rule 10b5-1 plans.
Such repurchases or exchanges, if any, will depend on prevailing market
conditions, our liquidity requirements, contractual restrictions and other
factors. The Repurchase Program does not have an expiration date. This
Repurchase Program may be suspended or discontinued at any time and does not
obligate us to acquire any particular amount of shares.

During the year ended December 31, 2022, 1,912,794 shares were repurchased under
the Repurchase Program, at a weighted-average price of $14.74 per share for an
aggregate purchase price of $28.2 million. No shares were purchased as part of
the Repurchase Program during the year ended December 31, 2021. During the year
ended December 31, 2020, 165,516 shares were repurchased under the Repurchase
Program, at a weighted-average price of $13.68 per share for an aggregate
purchase price of $2.3 million. As of December 31, 2022, the Company had
approximately $166.5 million remaining under its share repurchase authorization.

Off-Balance Sheet Arrangements



As of December 31, 2022, we had various contracts outstanding with third-parties
in connection with the renovation of certain of our hotel properties. The
remaining commitments under these contracts at December 31, 2022 totaled $12.1
million.

Capital Expenditures and Reserve Funds



We maintain each of our properties in good repair and condition and in
conformity with applicable laws and regulations, franchise agreements and
management agreements. Routine capital expenditures are administered by the
property management companies. However, we have approval rights over the capital
expenditures as part of the annual budget process for each of our properties.
From time to time, certain of our hotels may be undergoing renovations as a
result of our decision to upgrade portions of the hotels, such as guest rooms,
public space, meeting space and/or restaurants, in order to better compete with
other hotels in our markets. In addition, upon the acquisition of a hotel we
often are required to complete a property improvement plan in order to bring the
hotel into compliance with the respective brand standards. If permitted by the
terms of the management agreement, funding for a renovation will first come from
the FF&E reserves. We are obligated to maintain reserve funds with respect to
certain agreements with our hotel management companies, franchisors and lenders
to provide funds, generally 3% to 5% of hotel revenues, sufficient to cover the
cost of certain capital improvements to the hotels and to periodically replace
and update furniture, fixtures and equipment. Most of the agreements require
that we reserve this cash in separate accounts. To the extent that the FF&E
reserves are not available or adequate to cover the cost of the renovation, we
may fund a portion of the renovation with cash on hand, borrowings from our
revolving credit facility and/or other sources of available liquidity. We have
been and will continue to be prudent with respect to our capital spending,
taking into account our cash flows from operations.

As of December 31, 2022 and 2021, we had a total of $46.3 million and $29.3
million, respectively, of FF&E reserves. During the year ended December 31, 2022
and 2021, we made total capital expenditures of $70.4 million and $31.8 million,
respectively.

Sources and Uses of Cash

Our principal sources of cash are cash flows from operations, borrowings under
debt financings including draws on our revolving credit facility and from
various types of equity offerings or the sale of our hotels. As a result of the
impact the COVID-19 pandemic has had on our business, certain sources of capital
may not be as readily available to us as they have been historically. Our
principal uses of cash are asset acquisitions, capital investments, routine debt
service and debt repayments, operating costs, corporate expenses and dividends.
We may also elect to use cash to buy back our common stock in the future under
the Repurchase Program.

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Comparison of the Year Ended December 31, 2022 to the Year Ended December 31, 2021

The table below presents summary cash flow information for the consolidated statements of cash flows (in thousands):



                                                                     Year 

Ended December 31,


                                                                   2022                    2021
Net cash provided by operating activities                   $     187,129             $     40,763
Net cash used in investing activities                            (265,393)                 (24,210)
Net cash (used in) provided by financing activities              (110,057)                 108,892

Net (decrease) increase in cash and cash equivalents and restricted cash

$    (188,321)

$ 125,445 Cash and cash equivalents and restricted cash, at beginning of year

                                                           554,231                  428,786
Cash and cash equivalents and restricted cash, at end of
year                                                        $     365,910             $    554,231


Operating

•Cash provided by operating activities was $187.1 million and $40.8 million for
the year ended December 31, 2022 and 2021, respectively. Cash flows from
operating activities generally consist of the net cash generated by our hotel
operations, offset by the cash paid for corporate expenses and other working
capital changes. Our cash flows from operating activities may also be affected
by changes in our portfolio resulting from hotel acquisitions, dispositions or
renovations. The net increase to cash provided by operating activities during
the year ended December 31, 2022 was primarily due to an increase in hotel
operating income attributed to a broad-based recovery from the impact of the
COVID-19 pandemic and the acquisition of W Nashville in March 2022, net of
reductions from the one hotel sold in 2021 and the three hotels sold in 2022.
Refer to the "Results of Operations" section for further discussion of our
operating results for the years ended December 31, 2022 and 2021.

Investing



•Cash used in investing activities was $265.4 million and $24.2 million for the
year ended December 31, 2022 and 2021, respectively. Cash used in investing
activities for the year ended December 31, 2022 was attributed to $328.5 million
for the acquisition of W Nashville and $70.4 million in capital improvements at
our hotel properties, which was partially offset by net proceeds of $127.1
million from the dispositions of Kimpton Hotel Monaco Chicago, Bohemian Hotel
Celebration, Autograph Collection and Kimpton Hotel Monaco Denver, $4.0 million
of proceeds from property insurance and $2.3 million of performance guaranty
payments received that were recorded as a reduction in the respective hotel's
cost basis. Cash provided by investing activities for the year ended December
31, 2021 was attributed to $31.8 million in capital improvements at our hotel
properties which was partially offset by $4.7 million in net proceeds from the
disposition of Marriott Charleston Town Center and $2.9 million of performance
guaranty payments received that were recorded as a reduction in the respective
hotel's cost basis.

Financing

•Cash used in financing activities during the year ended December 31, 2022 was
$110.1 million and cash provided by financing activities was $108.9 million
during year ended December 31, 2021. Cash used in financing activities for the
year ended December 31, 2022 was attributed to the repayment of mortgage debt
totaling $65.0 million, the repurchase of common stock totaling $28.2 million,
the payment of $11.7 million in dividends, principal payments of mortgage debt
totaling $4.6 million and shares redeemed to satisfy tax withholding on vested
share-based compensation of $0.6 million. Cash provided by financing activities
for the year ended December 31, 2021 was attributed to $500.0 million in
proceeds from the issuance of the 2021 Senior Notes, offset by the repayment of
the revolving credit facility of $163.1 million, the repayment of the corporate
credit facility term loan maturing in 2023 totaling $150.0 million, the
repayment of mortgage debt totaling $56.8 million, payment of loan fees and
issuance costs of $10.2 million, principal payments of mortgage debt totaling
$6.0 million, redemption of Operating Partnership Units for common stock and
cash of $4.1 million, and shares redeemed to satisfy tax withholding on vested
share-based compensation of $0.9 million.

Derivative Instruments



In the normal course of business, we are exposed to the effects of interest rate
changes. While we do not currently have any derivative instruments, we have had
and, in the future, may enter into derivative instruments including interest
rate swaps, caps and collars to manage or hedge interest rate risk in accordance
with the criteria of the hedging policy approved by our Board of Directors.
Derivative instruments are subject to fair value reporting at each reporting
date and the increase or decrease in fair value is recorded in net income (loss)
or accumulated other comprehensive income (loss), based on the applicable hedge

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accounting guidance. We anticipate that our interest rate hedges will be highly
effective because the terms of the derivative instruments closely match the
terms of the related hedged debt agreements. As such, periodic changes in the
fair value of these derivatives are expected to be reflected in other
comprehensive income (loss) in our consolidated financial statements.
Derivatives expose the Company to credit risk in the event of non-performance by
the counterparties under the terms of the interest rate hedge agreements. The
Company believes it minimizes the credit risk by transacting with well-known
creditworthy financial institutions.

On March 5, 2021, the U.K. Financial Conduct Authority ("FCA") announced that
USD LIBOR will either cease to be provided by any administrator or no longer be
representative immediately after December 31, 2021, in the case of 1 week and 2
month USD settings, and immediately after June 30, 2023, in the case of the
remaining USD settings. This announcement has several implications, including
setting the spread that may be used to automatically convert contracts from
LIBOR to the Secured Overnight Financing Rate ("SOFR"). Additionally, banking
regulators are encouraging banks to discontinue new LIBOR debt issuance by
December 31, 2021. 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.

Inflation



We rely on the performance of our hotels to increase revenues in order to keep
pace with inflation. Generally, our third-party management companies possess the
ability to adjust room rates daily, except for group or corporate rates
contractually committed to in advance, although competitive pressures and
prevailing economic conditions may limit the ability of our third-party
management companies to raise rates faster than inflation or even at the same
rate.

Inflation may affect our expenses, including, without limitation, by increasing
costs such as wages, benefits, food, taxes, property and casualty insurance,
borrowing costs, utilities, the cost of capital expenditures, etc. Inflation may
also reduce the demand for travel, levels of spending in transient or group
business and leisure segments, and levels of consumer confidence. In addition,
our hotel expenses may increase at higher rates than hotel revenue.

Seasonality



Demand in the lodging industry is affected by recurring seasonal patterns, which
are greatly influenced by overall economic cycles, the geographic locations of
the hotels and the customer mix at the hotels. The impact of the COVID-19
pandemic and subsequent recovery has and may continue to disrupt our historical
seasonal patterns.

Subsequent Events

In January 2023, XHR LP (the "Borrower") entered into a new $675 million senior
unsecured credit facility comprised of a $450 million revolving line of credit
(the "Revolving Line of Credit"), a $125 million term loan (the "Term Loan
$125M") and a $100 million delayed draw term loan (the "Term Loan $100M" and,
together with the Term Loan $125M, the "2023 Term Loans") pursuant to a
Revolving Credit and Term Loan Agreement, dated as of January 10, 2023, by and
among the Borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the
lenders and other parties thereto (the "2023 Credit Agreement"). The Revolving
Line of Credit and the Term Loan $125M refinanced in full our existing corporate
credit facilities, and as a result of such refinancing, the pledges of equity of
certain subsidiaries securing obligations under the Amended Credit Agreements
and the Senior Notes were released. The Term Loan $100M was funded on January
17, 2023 and was used to repay in full the mortgage loan collateralized by
Renaissance Atlanta Waverly Hotel & Convention Center that was due August 2024.
Proceeds from future Revolving Line of Credit borrowings may be used for working
capital, general corporate or other purposes permitted by the 2023 Credit
Agreement. The Revolving Line of Credit matures in January 2027 and can be
extended up to an additional year. The interest rate on the Revolving Line of
Credit is based on a pricing grid with a range of 145 to 275 basis points over
the applicable Term SOFR rate as determined by the Company's leverage ratio. The
2023 Term Loans mature in March 2026, can be extended up to an additional year,
and bear interest rates consistent with the pricing grid on the Revolving Line
of Credit.

Additionally, in January 2023, we amended the mortgage loan collateralized by
Andaz Napa to update the variable index from LIBOR-based to Term SOFR and extend
the maturity date through January 2028.

In January and February 2023, 1,038,543 shares were repurchased under the Repurchase Program, at a weighted-average price of $14.20 per share for an aggregate purchase price of $14.7 million.

New Accounting Pronouncements Not Yet Implemented

See Note 2 to the accompanying consolidated financial statements included herein this Annual Report for additional information related to recently issued accounting pronouncements.


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