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•	"our company," "we," "us" and "our" refer to RLJ Lodging Trust, a Maryland real estate investment trust, together with its consolidated subsidiaries, including RLJ Lodging Trust, L.P., a Delaware limited partnership, which we refer to as "our operating partnership";

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"our predecessor" collectively refers to RLJ Development, LLC ("RLJ Development"), and two lodging-focused private equity funds that were sponsored and managed by RLJ Development, RLJ Lodging Fund II, L.P. (and its parallel fund), (collectively, "Fund II"), and RLJ Real Estate Fund III, L.P. (and its parallel fund), (collectively, "Fund III"), all of which were entities under the common control of Robert L. Johnson, our Executive Chairman;

•	"our hotels" refers to the 144 hotels owned by us as of December 31, 2014;

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"our formation transactions" refers to a series of transactions in which, among other things, (1) our company was formed, (2) our operating partnership was formed, (3) each of Fund II and Fund III were merged with and into our company, with investors in each of Fund II and Fund III receiving common shares as consideration, and (4) RLJ Development contributed substantially all of its assets and liabilities to our operating partnership in exchange for units of limited partnership interest in our operating partnership ("OP units");

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a "compact full-service hotel" typically refers to any hotel with (1) less than 300 guestrooms and less than 12,000 square feet of meeting space or (2) more than 300 guestrooms where, unlike traditional full-service hotels, the operations focus primarily on the rental of guestrooms such that a significant majority of its total revenue is generated from room rentals rather than other sources, such as food and beverage;

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a "focused-service hotel" typically refers to any hotel where the operations focus primarily on the rental of guestrooms and that offers services and amenities to a lesser extent than a typical full-service or compact full-service hotel. For example, a focused-service hotel may have a restaurant, but, unlike a restaurant in a typical full-service or compact full-service hotel, it may not offer three meals per day and may not offer room service. In addition, a focused-service hotel differs from a compact full-service hotel in that it typically has less than 2,000 square feet of meeting space, if any at all;

•	"TRSs" refers to our taxable REIT subsidiaries that are wholly-owned, directly or indirectly, by our operating partnership and any disregarded subsidiaries of our TRSs;

•	"Average Daily Rate" ("ADR") represents total hotel room revenues divided by total number of rooms sold in a given period;

•	"Occupancy" represents the total number of hotel rooms sold in a given period divided by the total number of rooms available;

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•	"Revenue Per Available Room" ("RevPAR") is the product of ADR and occupancy; and

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"RevPAR penetration index" of our hotels is the measure of each hotel's RevPAR in relation to the average RevPAR of that hotel's competitive set. Each hotel's competitive set consists of a small group of hotels in the relevant market that we and the third-party hotel management company that manages the hotel believe are comparable for purposes of benchmarking the performance of such hotel. For a more in depth discussion of Occupancy, ADR, RevPAR and RevPAR penetration index, please see "Key Indicators of Operating Performance."

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Targeted ownership of premium-branded, focused-service and compact full-service hotels.  We believe that premium-branded, focused-service hotels have the potential to generate attractive returns relative to other types of hotels due to their ability to achieve RevPAR levels at or close to those generated by traditional full-service hotels, while achieving higher profit margins due to their more efficient operating model and less volatile cash flows. We also may acquire compact full-service hotels which have operating characteristics that resemble those of focused-service hotels.

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Use of premium hotel brands.  We believe in affiliating our hotels with premium brands owned by leading international franchisors such as Marriott, Hilton and Hyatt. We target hotels affiliated with premium brands such as Courtyard by Marriott, Residence Inn by Marriott, Hilton Garden Inn and Hyatt House. We believe that utilizing premium brands provides significant advantages because of their guest loyalty programs, worldwide reservation systems, effective product segmentation, global distribution and strong customer awareness.

•	Focus on high-growth markets.  We focus on owning and acquiring hotels in markets that we believe have multiple demand generators and high barriers to entry. As a result, we believe that these hotels generate higher returns on investment.

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Maximize returns from our hotels.  We believe that our hotels have the potential to generate significant improvements in RevPAR and earnings before interest, taxes, depreciation and amortization ("EBITDA") as a result of our proactive asset management and the anticipated economic growth in the United States. We actively monitor and advise our third-party hotel management companies on most aspects of our hotels' operations, including property positioning, physical design, capital planning and investment, guest experience and overall strategic direction. We regularly review opportunities to invest in our hotels in an effort to enhance the quality and attractiveness of our hotels, increase their long-term value and generate attractive returns on investment.

•	Pursue a disciplined hotel acquisition strategy.  We seek to acquire additional hotels at prices below replacement cost where we believe we can generate attractive returns on investment. We intend to target acquisition opportunities where we can enhance value by pursuing proactive investment strategies such as renovation, repositioning or rebranding.

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Pursue a disciplined capital recycling program.  We intend to continue to pursue a disciplined capital allocation strategy designed to maximize the value of our investments by selectively selling hotels that are no longer consistent with our investment strategy or whose returns appear to have been maximized. To the extent that we sell hotels, we intend to redeploy the capital into acquisition and investment opportunities that we believe will achieve higher returns.

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(1)	Reflects OP units issued to the principals of RLJ Development as consideration for substantially all of RLJ Development's assets and liabilities, which were contributed to us in connection with our formation transactions.

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•	requiring us to use a substantial portion of our cash flows to pay principal and interest, which would reduce the cash available for distributions to our shareholders;

•	placing us at a competitive disadvantage compared to our competitors that have less debt;

•	making us vulnerable to economic volatility, particularly if growth were to slow or stall and reduce our flexibility to respond to difficult economic conditions; and

•	limiting our ability to borrow more money for operations, capital improvements or to finance future acquisitions.

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•	our cash flows from operations may be insufficient to make required payments of principal and interest;

•	our debt may increase our vulnerability to adverse economic and industry conditions;

•	we may be required to dedicate a substantial portion of our cash flows from operations to payments on our debt, thereby reducing cash available for distribution to our shareholders, funds available for operations and capital expenditures, future business opportunities or other purposes;

•	the terms of any refinancing may not be in the same amount or on terms as favorable as the terms of the existing debt being refinanced; and

•	the use of leverage could adversely affect our ability to raise capital from other sources or to make distributions to our shareholders and could adversely affect the market price of our common shares.

•	interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;

•	available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought;

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•	the duration of the hedge may not match the duration of the related liability;

•	the credit quality of the hedging counterparty owing money on the hedge may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and

•	the hedging counterparty owing money in the hedging transaction may default on its obligation to pay.

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•	we may not have exclusive control over the development, financing, leasing, management and other aspects of the hotel or joint venture, which may prevent us from taking actions that are in our best interest but opposed by our partners;

•	joint venture agreements often restrict the transfer of a partner's interest or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms;

•	joint venture agreements may contain buy-sell provisions pursuant to which one partner may initiate procedures requiring the other partner to choose between buying the other partner's interest or selling its interest to that partner;

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•	a partner may, at any time, have economic or business interests or goals that are, or that may become, inconsistent with our business interests or goals;

•	a partner may fail to fund its share of required capital contributions or may become bankrupt, which would mean that we and any other remaining partners generally would remain liable for the joint venture's liabilities; or

•	we may, in certain circumstances, be liable for the actions of a partner, and the activities of a partner could adversely affect our ability to qualify as a REIT, even though we do not control the joint venture.

•	competition from other hotels in the markets in which we operate;

•	over-building of hotels in the markets in which we operate, which results in increased supply and will adversely affect occupancy and revenues at our hotels;

•	dependence on business and commercial travelers and tourism;

•	labor strikes, disruptions or lockouts that may impact operating performance;

•	increases in energy costs and other expenses affecting travel, which may affect travel patterns and reduce the number of business and commercial travelers and tourists;

•	requirements for periodic capital reinvestment to repair and upgrade hotels;

•	increases in operating costs due to inflation and other factors that may not be offset by increased room rates;

•	changes in interest rates;

•	changes in the availability, cost and terms of financing;

•	changes in governmental laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance with laws and regulations, fiscal policies and ordinances;

•	adverse effects of international, national, regional and local economic and market conditions;

•	unforeseen events beyond our control, such as terrorist attacks, travel-related health concerns, including pandemics and epidemics, imposition of taxes or surcharges by regulatory authorities, travel-related accidents and unusual weather patterns, including natural disasters such as hurricanes, tsunamis or earthquakes;

•	adverse effects of worsening conditions in the lodging industry; and

•	risks generally associated with the ownership of hotels and real estate, as we discuss in detail below.

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•	we may abandon such activities and may be unable to recover expenses already incurred in connection with exploring such opportunities;

•	acquired, redeveloped, renovated or re-branded hotels may not initially be accretive to our results of operations, and we and the hotel management companies may not successfully manage newly acquired, renovated, redeveloped, repositioned or re-branded hotels to meet our expectations;

•	we may be unable to quickly, effectively and efficiently integrate new acquisitions, particularly acquisitions of portfolios of hotels, into our existing operations;

•	our redevelopment, repositioning, renovation or re-branding activities may not be completed on schedule, which could result in increased debt service and other costs and lower revenues; and

•	management attention may be diverted by our acquisition, redevelopment, repositioning or rebranding activities, which in some cases may turn out to be less compatible with our growth strategy than originally anticipated.

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"business combination" provisions that, subject to limitations, prohibit certain business combinations between us and an "interested shareholder" (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of our voting shares or an affiliate or associate of ours who was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding voting shares at any time within the two-year period immediately prior to the date in question) for five years after the most recent date on which the shareholder becomes an interested shareholder, and thereafter impose fair price and/or supermajority and shareholder voting requirements on these combinations; and

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"control share" provisions that provide that "control shares" of our company (defined as voting shares that, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise one of three increasing ranges of voting power in electing trustees) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of issued and outstanding "control shares") have no voting rights except to the extent approved by our shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

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•	actual receipt of an improper benefit or profit in money, property or services; or

•	active and deliberate dishonesty by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated.

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•	actual or anticipated differences in our operating results, liquidity, or financial condition;

•	changes in our revenues, EBITDA, FFO or earnings estimates;

•	publication of research reports about us, our hotels or the lodging or overall real estate industry;

•	additions and departures of key personnel;

•	the performance and market valuations of other similar companies;

•	the passage of legislation or other regulatory developments that adversely affect us or our industry;

•	the realization of any of the other risk factors presented in this Annual Report on Form 10-K;

•	speculation in the press or investment community;

•	changes in accounting principles;

•	terrorist acts; and

•	general market and economic conditions, including factors unrelated to our operating performance.

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(1)	This property is currently closed for renovation.

(2)	This hotel is owned through a joint venture in which we own a 98.1% economic interest. We are the managing member of this joint venture and control all material decisions related to this hotel. Our joint venture partner is affiliated with the hotel's property manager.

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The Residence Inn Chicago Oak Brook is subject to a ground lease with an initial term that expires on March 6, 2100. During the initial term of the ground lease, the total rent is $1.56 million, which was paid in a lump sum upon commencement of the ground lease in 2001. After the initial term, we may extend the ground lease for an additional renewal term of 99 years for $1. Under certain circumstances set forth in the ground lease, we have the option to acquire the land underlying the Residence Inn Chicago Oak Brook.

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The Courtyard Austin Downtown Convention Center and the Residence Inn Austin Downtown Convention Center, which are situated on the same parcel of land, are subject to a single ground lease with a term that expires on November 14, 2100. In addition to an aggregate annual rent of $0.4 million, we must pay annual percentage rent in the amount by which 3.25% of the total amount of rents for all guest rooms, meeting rooms or conference room exceeds total annual base rent. Under certain circumstances set forth in the ground lease, we will need to obtain the consent of the ground lessor prior to transferring our interest in the ground lease.

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The Hilton Garden Inn Bloomington is subject to a ground lease with an initial term that expires on January 30, 2053. During the initial term of the ground lease, the total rent is $490, payable in 10 equal annual installments of $49 each, commencing on December 2, 2024. After expiration of the initial term, the ground lease will be automatically extended for five successive 10-year renewal terms unless we give notice of non-renewal or there is an uncured event of default (as defined in the ground lease) at the expiration of the then-current term. Under certain circumstances set

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The Marriott Louisville Downtown is subject to a ground lease with an initial term that expires on June 25, 2053. The annual rent for the initial term of the ground lease is $1 plus a profits participation payment equal to 25% of the amount that net income during any year during the lease term exceeds a specified investment return as calculated based on the terms of the ground lease. After expiration of the initial term, the ground lease will be automatically extended for four successive 25-year terms unless we give notice of non-renewal or there is an uncured event of default (as defined in the ground lease) at the expiration of the then-current term. Under certain circumstances set forth in the ground lease, we will need to obtain the consent of the ground lessor prior to transferring our interest in the ground lease.

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The Hampton Inn Garden City is subject to a sublease of a ground lease with a term that expires on December 31, 2016. The sublease is associated with an agreement for payment in lieu of taxes and will revert to fee simple ownership at the end of the ground lease. The annual rent for the term of the sublease is $1. In addition, an annual compliance fee of $1,000 is required under the terms of the ground lease. Under certain circumstances set forth in the sublease, we will need to obtain the consent of the ground sublessor prior to transferring our interest in the sublease.

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A portion of the site of the Courtyard Charleston Historic District is subject to a ground lease with a term that expires on October 1, 2096. The current annual base rent of $0.8 million continues until 2021, after which the annual base rent increases periodically during the term of the ground lease to a maximum of $1.0 million. In addition to base rent, we are required to pay, as percentage rent, 1.5% of gross quarterly collected room revenue (from no more than 126 rooms per night). We are also responsible for paying all taxes, utilities and other costs associated with the ownership and operation of the property. All FF&E is deemed to be part of the leased premises. The ground lessor has a security interest in FF&E, which will become the property of the ground lessor upon termination or expiration of ground lease. We and the ground lessor each have the right to match any offer to purchase the hotel should the other party desire to sell their interest in the property. We are required to obtain the ground lessor's consent (which may not be unreasonably withheld) in connection with any change in the hotel management company.

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The Courtyard Waikiki Beach is subject to a ground lease with a term extending to 2112. The annual ground rent is $3.5 million through 2016, after which the annual rent shall increase by the increase, if any, in the Consumer Price Index ("CPI") from the immediately preceding calendar year. The increase is limited to 5.0% per annum for the first 10 years in which the annual rent is subject to increase, and 6.0% per annum during the seven subsequent years in which the annual rent is subject to increase. Thereafter, there is no cap on the increase in the CPI.

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(1)

The number of shares purchased represents common shares surrendered by certain of our employees to satisfy their statutory minimum federal and state tax obligations associated with the vesting of restricted common shares of beneficial interest issued under our 2011 Plan. With respect to these shares, the price paid per share is based on the closing price of our common shares as of the date of the determination of the statutory minimum federal and state tax obligations.

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(1)	General and administrative expense includes non-cash share compensation expense amortization for restricted share grants of $15.1 million, $13.1 million, $8.6 million and $3.3 million for the years ended December 31, 2014, 2013, 2012 and 2011, respectively.

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(1)	Income (loss) allocated to noncontrolling interest in our operating partnership has been excluded from the numerator, and OP units of our operating partnership have been omitted from the denominator, since the effect of including these amounts in the numerator and denominator would have no impact.

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Average Daily Rate ("ADR")—ADR represents total hotel room revenues divided by total number of rooms sold in a given period. ADR measures average room price attained by a hotel and ADR trends provide useful information concerning the pricing environment and the nature of the customer base of a hotel or group of hotels. We use ADR to assess the pricing levels that we are able to generate, as changes in rates have a greater impact on operating margins and profitability than changes in occupancy.

•	Occupancy—Occupancy represents the total number of hotel rooms sold in a given period divided by the total number of rooms available. Occupancy measures the utilization of our hotels' available capacity. We use occupancy to measure demand at a specific hotel or group of hotels in a given period. Additionally, occupancy levels help us determine achievable ADR levels.

•	Revenue Per Available Room ("RevPAR")—RevPAR is the product of ADR and occupancy. RevPAR does not include non-room revenues such as food and beverage revenue or other operating department revenues. We use

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•	Demand—The demand for lodging, especially business travel, generally fluctuates with the overall economy. Historically, periods of declining demand are followed by extended periods of relatively strong demand, which typically occurs during the growth phase of the lodging cycle.

•	Supply—The development of new hotels is driven largely by construction costs, the availability of financing and expected performance of existing hotels.

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•	Revenue—Substantially all of our revenue is derived from the operation of hotels. Specifically, our revenue is comprised of:

◦	Room revenue—Occupancy and ADR are the major drivers of room revenue. Room revenue accounts for the substantial majority of our total revenue.

◦	Food and beverage revenue—Occupancy, the nature of the property 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 operating department revenue—Occupancy and the nature of the property are the main drivers of other ancillary revenue, such as telephone, parking and other guest services. Some hotels, due to the limited focus of the services offered and size or space limitations, may not have facilities that generate other operating department revenue.

•	Hotel Operating Expenses—The following presents the components of our hotel operating expenses:

◦	Room expense—These costs include housekeeping and front office wages and payroll taxes, reservation systems, room supplies, laundry services and other costs. Like room revenue, occupancy is the major driver of room expense. These costs can increase based on increases in salaries and wages, as well as the level of service and amenities that are provided.

◦	Food and beverage expense—These expenses primarily include food, beverage and labor costs. Occupancy and the type of customer staying at the hotel (i.e., catered functions generally are more profitable than restaurant, bar or other on-property food and beverage outlets) are the major drivers of food and beverage expense, which correlates closely with food and beverage revenue.

◦	Management fees—Base management fees are computed as a percentage of gross revenue. Incentive management fees generally are paid when operating profits exceed certain threshold levels. See "Our Properties—Our Hotel Management Agreements."

◦	Other operating expenses—These expenses include labor and other costs associated with the other operating department revenue, as well as labor and other costs associated with administrative departments, franchise fees, sales and marketing, repairs and maintenance and utility costs.

•	Completed a follow-on public offering of 9,200,000 common shares of beneficial interest at a public offering price of $26.45 per share, for net proceeds of approximately $232.7 million, after deducting the underwriting discount and other offering costs;

•	Purchased 15 hotel properties for an aggregate purchase price of $632.0 million;

•	Sold 18 hotel properties for an aggregate sale price of $137.8 million and recorded a gain on sale of $0.4 million;

•	Repaid $170.7 million of mortgage indebtedness;

•	Entered into a new $150.0 million seven-year unsecured term loan and $143.0 million of secured financing;

•	Entered into three interest rate swaps with a notional amount of $143.0 million;

•	Granted 343,887 restricted common shares of beneficial interest to trustees and certain employees; and

•	Declared cash dividends of $1.04 per share for the year, an increase of 21.6% over the cash dividends declared in 2013.

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(1)	Includes net income from discontinued operations for the years ended December 31, 2013 and 2012.

(2)	Includes the gain on extinguishment of indebtedness from the SpringHill Suites Southfield, Michigan and Courtyard Goshen, Indiana.

(3)	Includes depreciation and amortization expense from discontinued operations.

(4)	Includes depreciation and amortization expense allocated to the noncontrolling interest in joint venture.

(5)	Includes $0.7 million for the year ended December 31, 2012 of default interest and penalties incurred in connection with SpringHill Suites Southfield, Michigan mortgage loan.

(6)	Includes $1.0 million and $1.4 million for the years ended December 31, 2013 and 2012, respectively, of accelerated amortization of deferred financing fees related to the amendment and restatement of our credit facility.

(7)	Includes $1.1 million for the year ended December 31, 2014 and $1.4 million for the year ended December 31, 2012 of expenses related to the accelerated payoff of mortgage indebtedness.

(8)	Includes $0.1 million for the year ended December 31, 2013 of accelerated amortization of deferred management fees.

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(9)	Includes $0.4 million, less than $0.1 million and $0.4 million for the years ended December 31, 2014, 2013 and 2012, respectively, of legal and other expenses outside the normal course of operations.

(1)	Includes net income from discontinued operations for the years ended December 31, 2013 and 2012.

(2)	Excludes amounts attributable to investment in loans of $1.2 million, $1.6 million and $1.6 million for the years ended December 31, 2014, 2013 and 2012, respectively.

(3)	Includes depreciation, amortization and interest expense related to discontinued operations.

(4)	Includes depreciation, amortization and interest expense allocated to the noncontrolling interest in joint venture.

(5)	Includes the gain on extinguishment of indebtedness from the SpringHill Suites Southfield, Michigan and Courtyard Goshen, Indiana.

(6)	Includes $0.1 million for the year ended December 31, 2013 of accelerated amortization of deferred management fees.

(7)	Includes $0.4 million, less than $0.1 million and $0.4 million for the years ended December 31, 2014, 2013 and 2012, respectively, of legal and other expenses outside the normal course of operations.

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•	recurring maintenance and capital expenditures necessary to maintain our properties in accordance with brand standards;

•	interest expense and scheduled principal payments on outstanding indebtedness;

•	distributions necessary to qualify for taxation as a REIT; and

•	capital expenditures to improve our properties, including capital expenditures required by our franchisors.

•	$300.0 million revolving credit facility with a scheduled maturity date of November 20, 2016 with a one-year extension option if certain conditions are satisfied (the "Revolver");

•	$400.0 million term loan with a scheduled maturity date of March 20, 2019 (which was originally scheduled to mature in 2017) (the "2012 Five-Year Term Loan");

•	$225.0 million term loan with a scheduled maturity date of November 20, 2019 (the "2012 Seven-Year Term Loan");

•	$400.0 million term loan with a scheduled maturity date of August 27, 2018 (the "2013 Five-Year Term Loan"); and

•	$150.0 million term loan with a scheduled maturity date of January 22, 2022 (the "2014 Seven-Year Term Loan").

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(1)	Interest rate at December 31, 2014 gives effect to interest rate hedges and LIBOR floors, as applicable.

(2)	At December 31, 2014, there was $300.0 million of borrowing capacity on the Revolver.

(3)	Includes the unused facility fee of $1.0 million, $1.0 million and $0.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.

(4)	Includes interest expense related to an interest rate hedge of $5.1 million and $1.6 million for years ended December 31, 2014 and 2013, respectively.

(5)	Includes interest expense related to an interest rate hedge of $0.2 million for the year ended December 31, 2014.

(6)	Includes interest expense related to an interest rate hedge of $4.2 million and $1.3 million for years ended December 31, 2014 and 2013, respectively.

(7)	At December 31, 2014 there was $150.0 million of borrowing capacity on the 2014 Seven-Year Term Loan.

(8)	We entered into an unsecured revolving credit facility (the "Prior Credit Facility") on June 20, 2011. On November 20, 2012, the Prior Credit Facility was amended and restated in its entirety with the Revolver and 2012 Five-Year Term Loan. Includes the unused facility fee of $0.7 million for the year ended December 31, 2012.

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(1)	Interest rate at December 31, 2014 gives effect to interest rate hedges and LIBOR floors, as applicable.

(2)	We are currently evaluating our options for repayment of these mortgage loans.

(3)	The five hotels encumbered by the PNC Bank loan are cross-collateralized.

(4)	Requires payments of interest only until the commencement of the extension period(s).

(5)	Maturity date may be extended for one one-year term at our option, subject to certain lender requirements.

(6)	Two of the four hotels encumbered by the Wells Fargo loans are cross-collateralized.

(7)	Maturity date may be extended for four one-year terms at our option, subject to certain lender requirements.

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(1)	Amounts include principal and interest payments. Interest payments have been included in the long-term debt obligations based on the interest rate at December 31, 2014, considering the effect of interest rate swaps.

(2)	Amounts include principal and interest payments. Interest expense is calculated based on the variable rate as of December 31, 2014. It is assumed that the outstanding debt as of December 31, 2014 will be repaid upon maturity with interest-only payments until then.

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(1)	The weighted average interest rate gives effect to interest rate swaps and LIBOR floors, as applicable.

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(1)	The property is not currently open for operations.

(2)

On August 6, 2013, the Company was a successful bidder at a foreclosure sale of the property collateralizing the non-performing loan for a purchase price of $4.7 million, which was equal to the Company's basis in the mortgage loan. The Company recorded a gain of $4.3 million related to the property acquired and a gain of $0.6 million related to other assets acquired and liabilities assumed for a total gain on foreclosure of $4.9 million.

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(1)

In November 2011, the Company elected to cease the subsidization of debt service on the mortgage loan secured by the SpringHill Suites Southfield, Michigan. In January 2012, the Company received notice of an event of default for failure to make the required monthly payments. Under the terms of the mortgage loan, the lender received the monthly net cash from operations from the hotel. In December 2012, the Company entered into a deed in lieu of foreclosure agreement with the lender, providing for a consensual transfer of the property to the lender or its designee.  On May 30, 2013, the Company transferred title to the hotel to the lender pursuant to the deed in lieu of foreclosure arrangement.  The Company recorded a gain on extinguishment of indebtedness of approximately $2.4 million to discontinued operations at that time.

(2)

In November 2011, the Company elected to cease the subsidization of debt service on the mortgage loan secured by the Courtyard Goshen, Indiana.  In December 2011, the Company received notice of an event of default for failure to make the required monthly payments. In May 2012, a receiver took control of the property for the benefit of the lender of the mortgage loan. On August 28, 2013, the property was sold at a foreclosure auction and was purchased by an affiliate of the lender. The Company recorded a gain on extinguishment of indebtedness of approximately $3.3 million to discontinued operations at that time.

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•	$300.0 million revolving credit facility with a scheduled maturity date of November 20, 2016 with a one-year extension option if certain conditions are satisfied (the "Revolver");

•	$400.0 million term loan with a scheduled maturity date of March 20, 2019 (which was originally scheduled to mature in 2017) (the "2012 Five-Year Term Loan");

•	$225.0 million term loan with a scheduled maturity date of November 20, 2019 (the "2012 Seven-Year Term Loan");

•	$400.0 million term loan with a scheduled maturity date of August 27, 2018 (the "2013 Five-Year Term Loan"); and

•	$150.0 million term loan with a scheduled maturity date of January 22, 2022 (the "2014 Seven-Year Term Loan").

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(1)	Interest rate at December 31, 2014 gives effect to interest rate hedges and LIBOR floors, as applicable.

(2)	At December 31, 2014 there was $300.0 million of borrowing capacity on the Revolver.

(3)	Includes the unused facility fee of $1.0 million, $1.0 million and $0.1 million for the years ended December 31, 2014, 2013 and 2012, respectively.

(4)	Includes interest expense related to an interest rate hedge of $5.1 million and $1.6 million for years ended December 31, 2014 and 2013, respectively.

(5)	Includes interest expense related to an interest rate hedge of $0.2 million for the year ended December 31, 2014.

(6)	Includes interest expense related to an interest rate hedge of $4.2 million and $1.3 million for years ended December 31, 2014 and 2013, respectively.

(7)	At December 31, 2014 there was $150.0 million of borrowing capacity on the 2014 Seven-Year Term Loan.

(8)	The Company entered into an unsecured revolving credit facility (the "Prior Credit Facility") on June 20, 2011. On November 20, 2012, the Prior Credit Facility was amended and restated in its entirety and replaced with the Revolver and 2012 Five-Year Term Loan. Includes the unused facility fee of $0.7 million for the year ended December 31, 2012.

(1)	Interest rate at December 31, 2014 gives effect to interest rate hedges and LIBOR floors, as applicable.

(2)	The Company is currently evaluating its options for repayment of these mortgage loans.

(3)	The five hotels encumbered by the PNC Bank loan are cross-collateralized.

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(4)	Requires payments of interest only until the commencement of the extension period(s).

(5)	Maturity date may be extended for one one-year term at the Company’s option, subject to certain lender requirements.

(6)	Two of the four hotels encumbered by the Wells Fargo loans are cross-collateralized.

(7)	Maturity date may be extended for four one-year terms at the Company’s option, subject to certain lender requirements.

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•	Level 1 — Inputs include quoted market prices in an active market for identical assets or liabilities.

•	Level 2 — Inputs are market data, other than Level 1, that are observable either directly or indirectly.  Level 2 inputs include quoted market prices for similar assets or liabilities, quoted market prices in an inactive market, and other observable information that can be corroborated by market data.

•	Level 3 — Inputs are unobservable and corroborated by little or no market data.

•	Cash and cash equivalents, restricted cash, hotel and other receivables, accounts payable and other liabilities - The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value because of their short maturities.

•	Variable rate mortgage notes payable and borrowings under the Revolver and Term Loans - The carrying amounts reported in the consolidated balance sheets for these financial instruments approximate fair value, as

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Fixed rate mortgage notes payable - The fair value estimated at December 31, 2014 and 2013 of $171.1 million and $188.0 million, respectively, is calculated based on the net present value of payments over the term of the loans using estimated market rates for similar mortgage loans with similar terms and loan to value ratios. As a result, the Company determined that its fixed rate mortgage notes payable in their entirety are classified in Level 3 of the fair value hierarchy.  The carrying value of fixed rate mortgage notes payable at December 31, 2014 and 2013 was $165.7 million and $182.7 million, respectively.

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(1)	Includes agreements entered into with Noble Management Group, a wholly-owned subsidiary of Interstate Hotels and Resorts.

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(1)	For the years ended December 31, 2014, 2013 and 2012, respectively, includes 4,347, 5,357 and 8,530 unrestricted shares issued in lieu of cash compensation to non-employee trustees at a weighted average grant date fair value of $29.31, $23.20 and $18.75, respectively.

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