

Maryland		04-3262075
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)



Two Newton Place, 255 Washington Street, Suite 300, Newton, Massachusetts		02458
(Address of Principal Executive Offices)		~~(Zip~~ (Zip Code)

617-964-8389

(Registrant’s Telephone Number, Including Area Code)

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ☒		Accelerated filer ☐

Non-accelerated filer ☐ ~~(Do not check if a smaller reporting company)~~		Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

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



Title of Each Class	Trading Symbol	Name of each Exchange on which Registered
Common Shares of Beneficial Interest	HPT	The Nasdaq Stock Market LLC

Number of registrant’s common shares of beneficial interest, $.01 par value per share, outstanding as of May ~~8, 2018: 164,348,747~~9, 2019: 164,440,067

HOSPITALITY PROPERTIES TRUST

FORM 10-Q

March 31, ~~2018~~

2019

INDEX



		Page
PART I	Financial Information (unaudited)

	Item 1. Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets — March 31, ~~2018~~2019 and December 31, ~~2017~~2018	3

	Condensed Consolidated Statements of Comprehensive Income — Three Months Ended March 31, ~~2018~~2019 and ~~2017~~2018	4

	Condensed Consolidated Statements of Shareholders' Equity — Three Months Ended March 31, 2019 and 2018	5

	Condensed Consolidated Statements of Cash Flows — Three Months Ended March 31, ~~2018~~2019 and ~~2017~~2018	56

	Notes to Condensed Consolidated Financial Statements	67

	Item 2.
	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820

	Item 3.
	Quantitative and Qualitative Disclosures About Market Risk	3233

	Item 4.
	Controls and Procedures	3436

	Warning Concerning ~~Forward Looking~~Forward-Looking Statements	3436

	Statement Concerning Limited Liability	3839

PART II	Other Information

	Item 1A.
	Risk Factors	39

	~~Item 2.~~
	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	3940

	Item 6.
	Exhibits	3940

	Signatures	4142

References in this Quarterly Report on Form 10-Q to ~~“HPT”, “we”, “us”~~the Company, HPT, we, us or ~~“our”~~our include Hospitality Properties Trust and its consolidated subsidiaries unless otherwise expressly stated or the context indicates otherwise.

Part I Financial Information

Item 1. Financial Statements

HOSPITALITY PROPERTIES TRUST

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(dollars in thousands, except share data)


	March 31,			December 31,			March 31,			December 31,
	2018			2017			2019			2018
ASSETS
Real estate properties:
Land	$	1,668,664		$	1,668,797		$	1,671,210		$	1,626,239
Buildings, improvements and equipment	7,794,387			7,758,862			7,962,010			7,896,734
Total real estate properties, gross	9,463,051			9,427,659			9,633,220			9,522,973
Accumulated depreciation	(2,859,877		)	(2,784,478		)	(2,979,795		)	(2,973,384		)
Total real estate properties, net	6,603,174			6,643,181			6,653,425			6,549,589
Cash and cash equivalents	16,832			24,139			23,675			25,966
Restricted cash	59,533			73,357			75,129			50,037
Due from related persons	82,213			78,513			79,710			91,212
Other assets, net	359,122			331,195			423,865			460,275
Total assets	$	7,120,874		$	7,150,385		$	7,255,804		$	7,177,079

LIABILITIES AND SHAREHOLDERS’ EQUITY
Unsecured revolving credit facility	$	86,000		$	398,000		$	141,000		$	177,000
Unsecured term loan, net	399,252			399,086			397,442			397,292
Senior unsecured notes, net	3,592,291			3,203,962			3,600,314			3,598,295
Security deposits	119,356			126,078			116,448			132,816
Accounts payable and other liabilities	164,971			184,788			250,925			211,332
Due to related persons	9,030			83,049			13,109			62,913
Total liabilities	4,370,900			4,394,963			4,519,238			4,579,648

Commitments and contingencies

Shareholders’ equity:
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 164,345,747 and 164,349,141 shares issued and outstanding, respectively	1,643			1,643
Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 164,441,709 shares issued and outstanding							1,644			1,644
Additional paid in capital	4,542,206			4,542,307			4,545,917			4,545,481
Cumulative net income	3,468,938			3,310,017
Cumulative other comprehensive income	550			79,358
Cumulative preferred distributions	(343,412		)	(343,412		)
Cumulative other comprehensive loss							(200		)	(266		)
Cumulative net income available for common shareholders							3,457,682			3,231,895
Cumulative common distributions	(4,919,951		)	(4,834,491		)	(5,268,477		)	(5,181,323		)
Total shareholders’ equity	2,749,974			2,755,422			2,736,566			2,597,431
Total liabilities and shareholders’ equity	$	7,120,874		$	7,150,385		$	7,255,804		$	7,177,079

The accompanying notes are an integral part of these condensed consolidated financial statements.

HOSPITALITY PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(dollars in thousands, except share data)



	Three Months Ended March 31,
	2019			2018
Revenues:
Hotel operating revenues	$	455,385		$	445,276
Rental income	68,151			81,993
FF&E reserve income	1,372			1,364
Total revenues	524,908			528,633

Expenses:
Hotel operating expenses	319,125			314,982
Depreciation and amortization	99,365			99,617
General and administrative	12,235			11,734
Total expenses	430,725			426,333

Gain on sale of real estate	159,535			—
Dividend income	876			626
Unrealized gains and losses on equity securities, net	20,977			24,955
Interest income	637			292
Interest expense (including amortization of debt issuance costs and debt discounts and premiums of $2,570 and $2,478, respectively)	(49,766		)	(47,540		)
Income before income taxes and equity in earnings of an investee	226,442			80,633
Income tax expense	(1,059		)	(471		)
Equity in earnings of an investee	404			44
Net income	225,787			80,206

Other comprehensive income (loss):
Equity interest in investee's unrealized gains (losses)	66			(93		)
Other comprehensive income (loss)	66			(93		)
Comprehensive income	$	225,853		$	80,113

Weighted average common shares outstanding (basic)	164,278			164,199
Weighted average common shares outstanding (diluted)	164,322			164,219

Net income per common share (basic and diluted)	$	1.37		$	0.49

The accompanying notes are an integral part of these condensed consolidated financial statements.

HOSPITALITY PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(unaudited)

(in thousands, except share data)

Three Months Ended March 31,
2018 2017
Revenues:
Hotel operating revenues $ 445,276
$ 408,236

Rental income 81,993
79,139

FF&E reserve income 1,364
1,227

Total revenues 528,633
488,602

Expenses:
Hotel operating expenses 314,982
282,723

Depreciation and amortization 99,617
93,451

General and administrative 11,734
32,346

Total expenses 426,333
408,520

Operating income 102,300
80,082

Dividend income 626
626

Unrealized gains and losses on equity securities, net 24,955
—

Interest income 292
257

Interest expense (including amortization of debt issuance costs and debt discounts and premiums of $2,478 and $2,152, respectively) (47,540 ) (43,566 )
Income before income taxes and equity in earnings of an investee 80,633
37,399

Income tax expense (471 ) (356 )
Equity in earnings of an investee 44
128

Net income 80,206
37,171

Other comprehensive income:
Unrealized gain on investment securities —
21,618

Equity interest in investee’s unrealized gains (losses) (93 ) 121

Other comprehensive income (loss) (93 ) 21,739

Comprehensive income $ 80,113
$ 58,910

Net income $ 80,206
$ 37,171

Preferred distributions —
(1,435 )
Excess of liquidation preference over carrying value of preferred shares redeemed —
(9,893 )
Net income available for common shareholders $ 80,206
$ 25,843

Weighted average common shares outstanding (basic) 164,199
164,120

Weighted average common shares outstanding (diluted) 164,219
164,149

Net income available for common shareholders per common share (basic and diluted) $ 0.49
$ 0.16



	Common Shares							Additional Paid in Capital			Cumulative Net Income Available for Common Shareholders		Cumulative Other Comprehensive Income (Loss)
	Number of Shares		Common Shares		Cumulative Common Distributions
	Number of Shares		Common Shares		Cumulative Common Distributions											Total
Balance at December 31, 2018	164,441,709		$	1,644	$	(5,181,323	)	$	4,545,481		$	3,231,895	$	(266	)	$	2,597,431
Net income	—		—		—			—			225,787		—			225,787
Equity interest in investee’s unrealized gains	—		—		—			—			—		66			66
Common share grants	—		—		—			436			—		—			436
Distributions	—		—		(87,154		)	—			—		—			(87,154		)
Balance at March 31, 2019	164,441,709		$	1,644	$	(5,268,477	)	$	4,545,917		$	3,457,682	$	(200	)	$	2,736,566

Balance at December 31, 2017	164,349,141		$	1,643	$	(4,834,491	)	$	4,542,307		$	2,966,605	$	79,358		$	2,755,422
Cumulative effect of accounting change	—		—		—			—			79,556		(79,556		)	—
Net income	—		—		—			—			80,206		—			80,206
Equity interest in investee’s unrealized losses	—		—		—			—			—		(93		)	(93		)
Common share repurchases	(3,394	)	—		—			(101		)	—		—			(101		)
Distributions	—		—		(85,460		)	—			—		—			(85,460		)
Balance at March 31, 2018	164,345,747		$	1,643	$	(4,919,951	)	$	4,542,206		$	3,126,367	$	(291	)	$	2,749,974

The accompanying notes are an integral part of these condensed consolidated financial statements.

HOSPITALITY PROPERTIES TRUST

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Three Months Ended March 31,						For the Three Months Ended March 31,
	2018			2017			2019			2018
Cash flows from operating activities:
Net income	$	80,206		$	37,171		$	225,787		$	80,206
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	99,617			93,451			99,365			99,617
Amortization of debt issuance costs and debt discounts and premiums as interest	2,478			2,152			2,570			2,478
Straight line rental income	(3,079		)	(3,008		)	1,132			(3,079		)
Security deposits received, replenished or (utilized)	(6,724		)	11,302
FF&E reserve income and deposits	(17,923		)	(17,618		)
Security deposits utilized							(16,368		)	(6,724		)
Unrealized gains and losses on equity securities, net	(24,955		)	—			(20,977		)	(24,955		)
Equity in earnings of an investee	(44		)	(128		)	(404		)	(44		)
Gain on sale of real estate							(159,535		)	—
Other non-cash (income) expense, net	(1,399		)	(979		)	(330		)	(1,399		)
Changes in assets and liabilities:
Due from related persons	(716		)	(676		)	2,895			(716		)
Other assets	(1,056		)	(9,536		)	(8,642		)	(4,058		)
Accounts payable and other liabilities	(16,785		)	(20,703		)	(28,233		)	(16,785		)
Due to related persons	(74,856		)	(33,573		)	(53,395		)	(74,856		)
Net cash provided by operating activities	34,764			57,855			43,865			49,685

Cash flows from investing activities:
Real estate acquisitions and deposits	—			(153,749		)	(148,011		)	—
Real estate improvements	(26,483		)	(32,731		)	(11,738		)	(26,483		)
Net cash used in investing activities	(26,483		)	(186,480		)
Hotel managers’ purchases with restricted cash							(46,361		)	(33,226		)
Net proceeds from sale of real estate							308,200			—
Net cash provided by (used in) investing activities							102,090			(59,709		)

Cash flows from financing activities:
Proceeds from issuance of senior unsecured notes, after discounts and premiums	389,976			598,246			—			389,976
Redemption of preferred shares	—			(290,000		)
Repurchase of convertible senior notes	—			(8,431		)
Borrowings under unsecured revolving credit facility	155,000			130,000			94,000			155,000
Repayments of unsecured revolving credit facility	(467,000		)	(191,000		)	(130,000		)	(467,000		)
Deferred financing costs	(3,522		)	(4,946		)	—			(3,522		)
Repurchase of common shares	(101		)	—			—			(101		)
Distributions to preferred shareholders	—			(6,601		)
Distributions to common shareholders	(85,460		)	(83,777		)	(87,154		)	(85,460		)
Net cash provided by (used in) financing activities	(11,107		)	143,491
Increase (decrease) in cash and cash equivalents and restricted cash	(2,826		)	14,866

Increase (decrease) in restricted cash
Hotel managers’ deposits in restricted cash	14,921			15,602
Hotel managers’ purchases with restricted cash	(33,226		)	(21,335		)
Net cash used in financing activities							(123,154		)	(11,107		)
Increase (decrease) in cash and cash equivalents and restricted cash	(21,131		)	9,133			22,801			(21,131		)
Cash and cash equivalents and restricted cash at beginning of period	97,496			71,352			76,003			97,496
Cash and cash equivalents and restricted cash at end of period	$	76,365		$	80,485		$	98,804		$	76,365

Supplemental disclosure of cash and cash equivalents and restricted cash:
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the amount shown in the condensed consolidated statements of cash flows:
Cash and cash equivalents	16,832			23,772			$	23,675		$	16,832
Restricted cash	59,533			56,713			75,129			59,533
Total cash and cash equivalents and restricted cash	$	76,365		$	80,485		$	98,804		$	76,365

Supplemental cash flow information:
Cash paid for interest	$	61,162		$	60,896		$	77,745		$	61,162
Cash paid for income taxes	193			158			320			193

The accompanying notes are an integral part of these condensed consolidated financial statements.

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HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

Note 1. Basis of Presentation

The accompanying condensed consolidated financial statements of Hospitality Properties Trust and its subsidiaries, or HPT, we, our or us, are unaudited. Certain information and disclosures required by U.S. generally accepted accounting principles, or GAAP, for complete financial statements have been condensed or omitted. We believe the disclosures made are adequate to make the information presented not misleading. However, the accompanying condensed consolidated financial statements should be read in conjunction with the financial statements and notes contained in our Annual Report on Form 10-K for the year ended December 31, ~~2017,~~2018, or our ~~2017~~2018 Annual Report. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair statement of results for the interim period, have been included. These condensed consolidated financial statements include the accounts of HPT and our subsidiaries, all of which are 100% owned directly or indirectly by HPT. All intercompany transactions and balances with or among our consolidated subsidiaries have been eliminated. Our operating results for interim periods and those of our managers and tenants are not necessarily indicative of the results that may be expected for the full year. Reclassifications have been made to the prior years’ condensed consolidated financial statements to conform to the current year’s presentation.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect reported amounts. Actual results could differ from those estimates. Significant estimates in our condensed consolidated financial statements include the allowance for doubtful accounts, purchase price allocations, useful lives of fixed assets, impairment of real estate and the valuation of intangible assets.

We have determined that each of our wholly owned taxable REIT subsidiaries, or TRSs, is a variable interest entity, or VIE, as defined under the Consolidation Topic of the Financial Accounting Standards Board, or FASB, Accounting Standards Codification™. We have concluded that we must consolidate each of our wholly owned TRSs because we are the entity with the power to direct the activities that most significantly impact such VIEs’ performance and we have the obligation to absorb losses or the right to receive benefits from each VIE that could be significant to the VIE and are, therefore, the primary beneficiary of each VIE. The assets of our TRSs were ~~$35,613~~$34,409 and ~~$33,305~~$31,917 as of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively, and consist primarily of amounts due from and working capital advances to certain of our hotel managers. The liabilities of our TRSs were ~~$132,769~~$135,210 and ~~$140,897~~$148,459 as of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively, and consist primarily of security deposits they hold and amounts payable to certain of our hotel managers. The assets of our TRSs are available to satisfy our TRSs’ obligations and we have guaranteed certain obligations of our TRSs.

Note 2. New Accounting Pronouncements

~~On January 1, 2018, we adopted FASB Accounting Standards Update, or ASU, No. 2014-09 (and related clarifying guidance issued by the FASB),~~ ~~Revenue From Contracts With Customers~~, which outlines a comprehensive model for entities to use in accounting for revenue arising from contracts with customers. ASU No. 2014-09 states that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” While ASU No. 2014-09 specifically references contracts with customers, it may apply to certain other transactions such as the sale of real estate or equipment. The majority of our revenue is from hotels managed under TRS structures. The adoption of this update did not have a material impact on the amount or timing of our revenue recognition for revenues from room, food and beverage, and other hotel level sales of our managed hotels in our condensed consolidated financial statements. A lesser portion of our revenue consists of rental income from leasing arrangements, which are specifically excluded from ASU No. 2014-09. We have adopted ASU No. 2014-09 using the modified retrospective approach.

~~On January 1, 2018, we adopted FASB ASU No. 2016-01,~~ ~~Recognition and Measurement of Financial Assets and Financial Liabilities~~, which changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. The implementation of ASU No. 2016-01 resulted in the reclassification of historical changes in the fair value of our available for sale equity securities of $78,715 from cumulative other comprehensive income to cumulative net income. Effective January 1, 2018, changes in the fair value of our equity securities are recorded through earnings in accordance with ASU No. 2016-01.

~~On January 1, 2018, we adopted FASB ASU No. 2016-18,~~ ~~Restricted Cash~~, which requires companies to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. The implementation of ASU 2016-18 resulted in a decrease of $1,990 of net cash used in investing activities for the three months

~~Table of Contents~~

~~HOSPITALITY PROPERTIES TRUST~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(dollars in thousands, except share data)~~

~~(Unaudited)~~

ended March 31, 2017. This update also requires a reconciliation of the totals in the statement of cash flows to the related captions in the balance sheets. Restricted cash consisting of amounts escrowed by our hotel operators pursuant to the terms of our management agreements and leases to fund periodic renovations and improvements at our hotels totaled $59,533 and $56,713 as of March 31, 2018 and 2017, respectively. See Notes 3 and 8 for further information regarding our FF&E reserves. The adoption of this update did not change our balance sheet presentation.

In February 2016, the FASB issued Accounting Standards Update, or ASU, No. 2016-02, Leases~~, which~~. Additional guidance and targeted improvements to ASU No. 2016-02 were made through the issuance of supplemental ASUs in July 2018, December 2018 and March 2019, or collectively with ASU No. 2016-02, the Lease Standard. We adopted the Lease Standard on January 1, 2019. The Lease Standard sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). ~~ASU No. 2016-02~~The Lease Standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase of the leased asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or on a straight line basis over the term of the lease. ~~A lessee is also~~Upon adoption, we applied the package of practical expedients that allowed us not to reassess (i) whether any expired or existing contracts are or contain leases, (ii) lease classification for any expired or existing leases, (iii) initial direct costs for any expired or existing leases and (iv) the option to initially apply the Lease Standard at the adoption date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption, although we did not have such an adjustment. Additionally, our leases met the criteria not to separate non-lease components from the related lease component.

As a lessor. We are required to record a right of use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales type leases, direct financing leases and operating leases. ~~ASU No. 2016-02 is effective for reporting periods beginning after December 15, 2018, with early adoption permitted. We are currently assessing~~Adoption of the ~~potential~~Lease Standard did not have a material impact ~~the adoption of ASU No. 2016-02 will have~~ in our condensed consolidated financial ~~statements.~~statements for our leases where we are the lessor.

As a lessee. We are required to record right of use assets and lease liabilities in our condensed consolidated balance sheets for leases with terms greater than 12 months, where we are the lessee. We recorded right of use assets and related lease liabilities of $77,010 upon implementation of the Lease Standard. Adoption of the Lease Standard did not have a material effect

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HOSPITALITY PROPERTIES TRUST

Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

in our condensed consolidated statements of comprehensive income or condensed consolidated statements of cash flows for our leases where we are the lessee.

See Note 8 for further information regarding our leases and the adoption of the Lease Standard.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires that entities use a new ~~forward looking~~forward-looking “expected loss” model that generally will result in the earlier recognition of allowance for credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. ASU No. 2016-13 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the potential impact the adoption of ASU No. 2016-13 will have in our condensed consolidated financial statements.

Note 3. Revenue Recognition

We report hotel operating revenues for managed hotels in our condensed consolidated statements of comprehensive income. We generally recognize hotel operating revenues, consisting primarily of room and food and beverage sales, when goods and services are provided.

We report rental income for leased hotels and travel centers in our condensed consolidated statements of comprehensive income. We recognize rental income from operating leases on a straight line basis over the term of the lease ~~agreements except for one historic lease in which there was uncertainty regarding the collection of scheduled future rent increases; see Note 8 for further information regarding this historic lease.~~agreements. Rental income includes ~~$3,079~~decreases of $1,132 and ~~$3,008~~increases of $3,079 for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively, of adjustments necessary to record scheduled rent ~~increases~~changes under certain of our leases, the deferred rent obligations payable to us under our leases with TravelCenters of America LLC, or TA, and the estimated future payments to us under our TA leases for the cost of removing underground storage tanks at our travel centers on a straight line basis. See Notes 8 and 10 for further information regarding our TA leases. Due from related persons includes ~~$57,203~~$57,738 and ~~$54,219~~$66,347 and other assets, net, includes ~~$2,787~~$3,155 and ~~$2,691~~$3,073 of straight line rent receivables at March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, respectively.

We determine percentage rent due to us under our leases annually and recognize it when all contingencies ~~have been~~are met and the rent is earned. We had deferred estimated percentage rent of ~~$835~~$1,069 and ~~$604~~$835 for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively.

We own all the FF&E reserve ~~(as defined in Note 8)~~ escrows for our hotels. We report deposits by our third party tenants into the escrow accounts as FF&E reserve income. We do not report the amounts which are escrowed as reserves established for the regular refurbishment of our hotels, or FF&E reserves, for our managed hotels as FF&E reserve income.

Note 4. Weighted Average Common Shares

The following table provides a reconciliation of the weighted average number of common shares used in the calculation of basic and diluted earnings per share:

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~~(Unaudited)~~


	For the Three Months Ended March 31,		For the Three Months Ended March 31,
	2018	2017	2019	2018
	(in thousands)		(in thousands)
Weighted average common shares for basic earnings per share	164,199	164,120	164,278	164,199
Effect of dilutive securities: Unvested share awards	20	29	44	20
Weighted average common shares for diluted earnings per share	164,219	164,149	164,322	164,219

Note 5. ~~Shareholders’~~Shareholders' Equity

Share ~~Awards~~Purchases

On April ~~12, 2018, in accordance with our Trustee compensation arrangements,~~5, 2019, we ~~granted 3,000~~purchased an aggregate of 1,642 of our common shares ~~valued at $25.07~~for $26.64 per common share, the closing price of our common shares on The Nasdaq Stock Market LLC ~~or Nasdaq,~~ on that day, ~~to our Managing Trustee who was elected as a Managing Trustee that day.~~

~~Share Purchases~~

~~On January 1, 2018, we purchased an aggregate of 3,394 of our common shares for $29.85 per common share, the closing price of our common shares on Nasdaq on December 29, 2017,~~ from a former officer of The RMR Group LLC, or RMR LLC, in satisfaction of tax withholding and payment obligations in connection with the vesting of awards of our common shares.

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(dollars in thousands, except share data)

(Unaudited)

Distributions

On February ~~22, 2018,~~21, 2019, we paid a regular quarterly distribution to our common shareholders of record on January ~~29, 2018~~28, 2019 of ~~$0.52~~$0.53 per share, or ~~$85,460.~~$87,154. On April ~~19, 2018,~~18, 2019, we declared a regular quarterly distribution to common shareholders of record on April ~~30, 2018~~29, 2019 of ~~$0.53~~$0.54 per share, or ~~$87,105.~~$88,798. We expect to pay this amount on or about May ~~17, 2018.~~16, 2019.

Cumulative Other Comprehensive ~~Income~~Loss

Cumulative other comprehensive ~~income~~loss, as of March 31, 2019, represents our share of the comprehensive loss of Affiliates Insurance Company, or AIC. See Note 10 for further information regarding this investment. ~~The following table presents changes in the amounts we recognized in cumulative other comprehensive income by component for the three months ended March 31, 2018:~~

Three Months Ended March 31, 2018
Unrealized Gain Equity in
(Loss) on Investment Unrealized Gain
Securities, net (loss) of Investees Total
Balance at December 31, 2017 $ 78,715
$ 643
$ 79,358
Amounts reclassified from cumulative other comprehensive income to retained earnings (78,715 ) —
(78,715 )
Current period other comprehensive loss —
(93 ) (93 )
Balance at March 31, 2018 $ —
$ 550
$ 550

Note 6. Indebtedness

Our principal debt obligations at March 31, ~~2018~~2019 were: (1) ~~$86,000~~$141,000 of outstanding borrowings under our $1,000,000 unsecured revolving credit facility; (2) our $400,000 unsecured term loan; and (3) $3,650,000 aggregate outstanding principal amount of senior unsecured notes. Our revolving credit facility and our term loan are governed by a credit agreement with a syndicate of institutional lenders.

Our $1,000,000 revolving credit facility is available for general business purposes, including acquisitions. The maturity date of our revolving credit facility is July 15, ~~2018~~2022, and, subject to ~~our~~the payment of an extension fee and meeting certain other conditions, we have ~~the~~an option to extend the ~~stated~~ maturity date of ~~our revolving credit~~the facility ~~by one year to July 15, 2019.~~

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for two additional six month periods. We can borrow, repay and reborrow funds available under our revolving credit facility until maturity, and no principal repayment is due until maturity. We are required to pay interest on borrowings under our revolving credit facility at the rate of LIBOR plus a premium, which was ~~110~~100 basis points per annum as of March 31, ~~2018.~~2019. We also pay a facility fee, which was 20 basis points per annum at March 31, ~~2018,~~2019, on the total amount of lending commitments under our revolving credit facility. Both the interest rate premium and the facility fee are subject to adjustment based upon changes to our credit ratings. As of March 31, ~~2018,~~2019, the annual interest rate payable on borrowings under our revolving credit facility was ~~2.98%~~3.41%. The weighted average annual interest rate for borrowings under our revolving credit facility was ~~2.75%~~3.41% and ~~1.95%~~2.75% for the three months ended March 31, ~~2018,~~2019 and ~~2017,~~2018, respectively. As of March 31, ~~2018,~~2019, we had ~~$86,000~~$141,000 outstanding and ~~$914,000~~$859,000 available under our revolving credit facility. As of May ~~8, 2018,~~9, 2019, we had ~~no amounts~~$96,000 outstanding and ~~$1,000,000~~$904,000 available to borrow under our revolving credit facility.

Our $400,000 term loan, which matures on ~~April~~July 15, ~~2019,~~2023, is prepayable without penalty at any time. We are required to pay interest on the ~~amounts~~amount outstanding under our term loan at the rate of LIBOR plus a premium, which was ~~120~~110 basis points per annum as of March 31, ~~2018.~~2019. The interest rate premium is subject to adjustment based on changes to our credit ratings. As of March 31, ~~2018,~~2019, the annual interest rate for the amount outstanding under our term loan was ~~2.86%~~3.59%. The weighted average annual interest rate for borrowings under our term loan was ~~2.80%~~3.60% and ~~1.98%~~2.80% for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively.

Our credit agreement also includes a feature under which maximum aggregate borrowings may be increased to up to $2,300,000 on a combined basis in certain circumstances. Our credit agreement and our unsecured senior notes indentures and their supplements provide for acceleration of payment of all amounts outstanding upon the occurrence and continuation of certain events of default, such as, in the case of our credit agreement, a change of control of us, which includes RMR LLC ceasing to act as our business manager. Our credit agreement and our unsecured senior notes indentures and their supplements also contain ~~a number of~~ covenants, including ~~covenants~~those that restrict our ability to incur debts or to make distributions under certain circumstances and generally require us to maintain certain financial ratios. We believe we were in compliance with the terms and conditions of our credit agreement and our unsecured senior notes indentures and their supplements at March 31, ~~2018.~~

~~On February 2, 2018, we issued $400,000 principal amount of 4.375% senior notes due 2030 in a public offering. Net proceeds from this offering were $386,454 after discounts and expenses.~~2019.

Note 7. Real Estate Properties

At March 31, ~~2018,~~2019, we owned ~~323~~327 hotels and ~~199~~179 travel centers.

During the three months ended March 31, ~~2018,~~2019, we funded ~~$30,204~~$44,766 for improvements to certain of our properties which, pursuant to the terms of our management and lease agreements with our ~~hotel~~ managers and tenants, resulted in increases in our contractual annual minimum returns and rents of ~~$2,212.~~$3,585. See Notes 8 and 10 for further information about our management and lease agreements and our fundings of improvements to certain of our properties.

Acquisitions

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(Unaudited)

During the three months ended March 31, 2019, we acquired one hotel. We accounted for this transaction as an acquisition of assets. Our allocation of the purchase price of this acquisition based on the estimated fair value of the acquired assets is presented in the table below.



Acquisition Date	Location	Purchase Price		Land		Land Improvements		Building and Improvements		Furniture, Fixtures and Equipment
2/22/2019	Washington, D.C. ⁽¹⁾	$	143,742	$	44,972	$	151	$	93,412	$	5,207

(1)

On February 22, 2019, we acquired the 335 room Hotel Palomar located in Washington, D.C. for a purchase price of $143,742, including capitalized acquisition costs of $2,292. We added this Kimpton^® branded hotel to our management agreement with InterContinental Hotels Group, plc, or IHG. See Note 8 for further information regarding our management agreement with IHG for 101 hotels, or our IHG agreement.

On May 7, 2019, we acquired the 198 room Crowne Plaza Milwaukee West hotel in Milwaukee, WI for a purchase price of $30,000, excluding acquisition related costs. We added this Crowne Plaza^®branded hotel to our management agreement with IHG.

Dispositions

In January 2019, in a series of transactions, we sold 20 travel centers in 15 states to TA for $308,200. We recorded a gain of $159,535 in the first quarter of 2019 as a result of these sales. See Notes 8 and 10 for further information regarding these transactions, our relationship and leases with TA.

Note 8. ~~Hotel~~ Management Agreements and Leases

As of March 31, ~~2018,~~2019, we owned ~~323~~327 hotels and ~~199~~179 travel centers, which were included in 1413 operating agreements. We do not operate any of our properties.

As of March 31, ~~2018, 320~~2019, 325 of our hotels were leased to our TRSs and managed by independent hotel operating companies and ~~three~~two hotels were leased to third parties. As of March 31, ~~2018,~~2019, our hotel properties were managed by or leased to separate subsidiaries of Marriott International, Inc., or Marriott, ~~InterContinental Hotels Group, plc, or InterContinental,~~IHG, Sonesta International Hotels Corporation, or Sonesta, Wyndham ~~Hotel Group,~~Hotels & Resorts, Inc., or Wyndham, Hyatt Hotels Corporation, or Hyatt, and Radisson ~~Hotel Group (formerly Carlson Hotels Worldwide)~~Hospitality, Inc., or Radisson, ~~and Morgans Hotel Group, or Morgans,~~ under ~~nine~~eight agreements. These hotel agreements have initial terms expiring between 2019 and ~~2103.~~2038. Each of these agreements is for between one and 99101 of our hotels. In general, the agreements contain renewal options for all, but not less than all, of the affected properties included in each agreement, and the renewal terms range between 20 to 60 years. Most of these agreements require the third party manager or tenant to: (1) make payments to us of minimum returns or minimum rents; (2) deposit a percentage of total hotel sales into ~~reserves established for the regular refurbishment of our hotels, or~~ FF&E reserves; and (3) for our managed hotels, make payments to our TRSs of additional returns to the extent of available cash flows after payment of operating expenses, funding of the FF&E reserves, payment of our minimum returns, payment of certain management fees

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and replenishment of security deposits or guarantees. Some of our managers or tenants or their affiliates have provided deposits or guarantees to secure their obligations to pay us.

Marriott No. 1 agreement. Our management agreement with Marriott for 53 hotels, or our Marriott No. 1 agreement, provides that, as of March 31, ~~2018,~~2019, we are to be paid an annual minimum return of ~~$69,249~~$71,496 to the extent that gross revenues of the hotels, after payment of hotel operating expenses and funding of the FF&E reserve, are sufficient to do so. Marriott’s base and incentive management fees are only earned after we receive our minimum returns. We realized minimum returns of ~~$16,083~~$15,712 and ~~$17,188~~$16,083 during the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively, under this agreement. We do not have any security deposits or guarantees for our minimum returns from the 53 hotels included in our Marriott No. 1 agreement. Accordingly, the minimum returns we receive from these hotels managed by Marriott are limited to the hotels' available cash flows after payment of operating expenses and funding of the FF&E reserve.

We funded $13,593 and $177 for capital improvements atto certain of the hotels included in our Marriott No. 1 agreement during the three months ended March 31, ~~2018. We currently expect to fund approximately $10,900 for capital improvements to certain hotels under~~2019 and 2018, respectively, which resulted in increases in our ~~Marriott No. 1 agreement during the last nine months of 2018. As we fund these improvements, the~~contractual annual minimum returns ~~payable to us increase by 10%~~ of ~~the amounts funded.~~$1,359 and $18, respectively.

Marriott No. 234 agreement. Our management agreement with Marriott for 68 hotels, or our Marriott No. 234 agreement, provides that, as of March 31, ~~2018,~~2019, we are to be paid an annual minimum return of ~~$106,869.~~$108,160. We realized minimum returns of

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$26,893 and $26,710 ~~and $26,590~~ during the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively, under this agreement. Pursuant to our Marriott No. 234 agreement, Marriott has provided us with a security deposit to cover minimum return payment shortfalls, if any. Under this agreement, this security deposit may be replenished and increased up to $64,700 from a share of hotel cash flows in excess of the minimum returns due to us. Marriott’s base and incentive management fees are only earned after we receive our minimum returns. During the three months ended March 31, ~~2018,~~2019, we reduced the available security deposit by ~~$856~~$2,113 to cover shortfalls in hotel cash flows available to pay the minimum returns due to us ~~during~~for the period. The available balance of this security deposit was ~~$25,115~~$30,598 as of March 31, ~~2018.~~2019. Pursuant to our Marriott No. 234 agreement, Marriott has also provided us with a limited ~~guarantee~~guaranty which expires in 2019 for shortfalls up to 90% of our minimum returns, if and after the available security deposit has been depleted. The available balance of the ~~guarantee~~guaranty was $30,672 as of March 31, ~~2018.~~2019.

We funded $9,000 and $3,680 offor capital improvements atto certain of the hotels included in our Marriott No. 234 agreement during the three months ended March 31, ~~2018. We currently expect to fund approximately $5,800 for capital improvements to certain hotels under~~2019 and 2018, respectively, which resulted in increases in our ~~Marriott No. 234 agreement during the last nine months of 2018. As we fund these improvements, the~~contractual annual minimum returns ~~payable to us increase by 9%~~ of ~~the amounts funded.~~$810 and $331, respectively.

Marriott No. 5 agreement. We lease one hotel in Kauai, HI to Marriott which requires that, as of March 31, ~~2018,~~2019, we are paid annual minimum rents of ~~$10,321.~~$10,518. This lease is guaranteed by Marriott and we realized ~~$2,580~~$2,630 and ~~$2,540~~$2,580 of rent for this hotel during the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively. The ~~guarantee~~guaranty provided by Marriott with respect to this leased hotel is unlimited. Marriott has four renewal options for 15 years each. On August 31, 2016, Marriott notified us that it will not exercise its renewal option at the expiration of the current lease term ending on December 31, 2019.

~~InterContinental~~IHG agreement. Our ~~management agreement with InterContinental for 99 hotels, or our InterContinental~~IHG agreement, provides that, as of March 31, ~~2018,~~2019, we are to be paid annual minimum returns and rents of ~~$189,261.~~$205,011. We realized minimum returns and rents of ~~$47,315~~$49,584 and ~~$41,608~~$47,315 during the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively, under this agreement. We also realized additional returns under this agreement of $311 during the three months ended March 31, 2017 from our share of hotel cash flows in excess of the minimum returns and rents due to us for that period. We did not realize any additional returns during the three months ended March 31, 2018.

Pursuant to our ~~InterContinental~~IHG agreement, ~~InterContinental~~IHG has provided us with a security deposit to cover minimum payment shortfalls, if any. Under this agreement, ~~InterContinental~~IHG is required to maintain a minimum security deposit of $37,000 and this security deposit may be replenished and increased up to $100,000 from a share of future cash flows from the hotels in excess of our minimum returns and rents. During the three months ended March 31, ~~2018,~~2019, we reduced the available security deposit by ~~$5,868~~$14,255 to cover shortfalls in hotel cash flows available to pay the minimum returns and rents due to us for the period. The available balance of ~~the InterContinental~~this security deposit was ~~$94,132~~$85,745 as of March 31, ~~2018.~~2019. In connection with the February 2019 acquisition of the Hotel Palomar described in Note 7, IHG agreed to provide us $5,000 to supplement the existing security deposit.

We did not fund any capital improvements to our ~~InterContinental~~IHG hotels during each of the three months ended March 31, ~~2018. We currently expect to fund approximately $81,700 during the last nine months of 2018~~2019 and ~~approximately $16,100 during~~

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2019 for capital improvements to certain hotels under our InterContinental agreement. As we fund these improvements, the annual minimum returns and rents payable to us increase by 8% of the amounts funded.2018.

Sonesta agreement. As of March 31, ~~2018,~~2019, Sonesta managed 1012 of our full service hotels and 39 of our limited service hotels pursuant to management agreements for each of the hotels, which we refer to collectively as our Sonesta agreement, and a pooling agreement, which combines those management agreements for purposes of calculating gross revenues, payment of hotel operating expenses, payment of fees and distributions and minimum returns due to us.

Our Sonesta agreement provides that we are paid a fixed annual minimum return equal to 8% of our invested capital, as defined therein, ~~which was $110,379 as of March 31, 2018,~~ if gross revenues of the hotels, after payment of hotel operating expenses and management and related fees (other than Sonesta’s incentive fee, if applicable), are sufficient to do so. Our fixed annual minimum return under our Sonesta agreement was $127,573 as of March 31, 2019. Our Sonesta agreement further provides that we are paid an additional return based upon operating profits, as defined therein, after payment of Sonesta’s incentive fee, if applicable. We realized returns of $14,161 and $11,972 during the three months ended March 31, 2019 and 2018, respectively, under our Sonesta agreement. We do not have any security deposits or guarantees for our ~~hotels managed by Sonesta.~~Sonesta hotels. Accordingly, the returns we receive from our Sonesta hotels ~~managed by Sonesta~~ are limited to the ~~hotels'~~hotels’ available cash flows after payment of operating expenses, including management and related fees. ~~We realized returns of $11,972 and $10,662 during the three months ended March 31, 2018 and 2017, respectively, under our Sonesta agreement.~~

Pursuant to our Sonesta agreement, we ~~recognized~~incurred management, reservation and system fees and reimbursement costs for certain guest loyalty, marketing program and third party reservation transmission fees ~~payable to Sonesta~~ of ~~$7,325~~$8,523 and ~~$5,729~~$7,325 for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively. In addition, we ~~recognized~~incurred procurement and construction supervision fees ~~payable to Sonesta~~ of $405 ~~and $81~~ for each of the three months ended March 31, 2019 and 2018, ~~and 2017,~~ respectively, ~~pursuant to~~under our Sonesta agreement. These amounts are included in hotel operating expenses or have been capitalized, as appropriate, in our condensed consolidated financial statements.

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(dollars in thousands, except share data)

(Unaudited)

Our Sonesta agreement does not require FF&E escrow deposits, but does require us to fund capital expenditures ~~that we approve~~ at our ~~hotels managed by Sonesta.~~Sonesta hotels. We funded $10,467 and $13,132 for renovations and other capital improvements to certain hotels included in our Sonesta agreement during the three months ended March 31, 2019, and 2018, respectively, which resulted in increases in our contractual annual minimum returns of ~~$747. We currently expect to fund approximately $75,300 during the last nine months of 2018~~$484 and approximately $76,600 during 2019 for renovations and other capital improvements to certain of our hotels managed by Sonesta, including The Clift Hotel, which was added to our Sonesta agreement on May 8, 2018. We previously leased The Clift Hotel, which is located in San Francisco, CA, to a subsidiary of Morgans. In December 2016, we notified Morgans that the closing of its merger with SBE Entertainment Group, LLC, or SBE, without our consent was a breach of its lease obligations and shortly thereafter we commenced an unlawful detainer action in the California state courts to compel Morgans and SBE to surrender possession of this hotel to us. While we pursued this litigation, we were engaged in discussions with Morgans and SBE regarding this hotel. On March 14, 2018, we entered into a settlement agreement with Morgans and SBE. Pursuant to that settlement agreement, on May 8, 2018, the Morgans lease was terminated and Morgans surrendered possession of the hotel to us. We rebranded this hotel to the Royal Sonesta^® brand and added it to our management agreement with Sonesta. The terms of the management agreement are consistent with the terms of our other management agreements with Sonesta for full service hotels.$747, respectively. The annual minimum returns due to us under ~~the~~our Sonesta agreement increase by 8% of the capital expenditure amounts ~~funded~~we fund in excess of threshold amounts, as defined therein. We owed Sonesta ~~$5,419~~$9,226 and ~~$783~~$5,419 for capital expenditure and other reimbursements at March 31, ~~2018~~2019 and ~~2017,~~2018, respectively. Amounts due from Sonesta are included in due from related persons and amounts owed to Sonesta are included in due to related persons in our condensed consolidated balance sheets.

See Note 10 for further information regarding our relationship, agreements and transactions with Sonesta.

Wyndham agreements. Our management agreement with Wyndham for 22 hotels, or our Wyndham agreement, provides that, as of March 31, ~~2018,~~2019, we are to be paid annual minimum returns of ~~$27,561.~~$27,873. Pursuant to our Wyndham agreement, Wyndham has provided us with a ~~guarantee,~~guaranty, which was limited to $35,656, subject to an annual payment limit of $17,828, and expires on July 28, 2020. This ~~guarantee~~guaranty was depleted during 2017 and remained depleted as of March 31, 2019. This guaranty may be replenished from a share of future cash flows from these hotels in excess of our minimum returns. We also lease 48 vacation units in one of our hotels to Wyndham Vacation Resorts, Inc., a subsidiary of Wyndham, or Wyndham Vacation, which requires that, as of March 31, 2018, we are paid annual minimum rents of $1,449. The guaranty provided by Wyndham with respect to the Wyndham Vacation lease for part of one hotel is unlimited. The Wyndham agreement provides that if the hotel cash flows available after payment of hotel operating expenses are less than the minimum returns due to us and if the guaranty is depleted, to avoid a default Wyndham is required to pay us the greater of the available hotel cash flows after payment of hotel operating expenses and 85% of the contractual amount due to us. We cannot be sure as to whether Wyndham will continue to pay at least the greater of available hotel cash flows after payment of hotel operating expenses and 85% of the minimum returns due to us or if Wyndham will default on its payments. During the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, we realized returns of $5,907 and $5,856, respectively, which represents

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85% of the minimum returns due for the period, ~~and $6,801, respectively,~~ under this agreement. We recognized the contractual rents of $454 during the three months ended March 31, 2018 and 2017 under our Wyndham Vacation lease agreement. Our lease for Wyndham's 48 vacation units is subject to termination in the event of a manager default under our Wyndham agreement. Rental income for the three months ended March 31, 2018 and 2017 for this lease includes $91 and $102, respectively, of adjustments necessary to record rent on a straight line basis.

Our Wyndham agreement requires FF&E escrow deposits equal to 5% of total hotel sales for all hotels included in the agreement subject to available cash flows after payment of our minimum return. No FF&E escrow deposits were made during the three months ended March 31, ~~2018.~~2019.

We funded $1,022 for capital improvements to certain of the hotels included in our Wyndham agreement during the three months ended March 31, 2019, which resulted in increases in our contractual annual minimum returns of $82. We did not fund any capital improvements to the hotels included in our Wyndham agreement during the three months ended March 31, 2018.

We ~~currently expect~~also lease 48 vacation units in one of our hotels to ~~fund approximately $10,400~~a subsidiary of Wyndham Destinations, Inc. (NYSE: WYND), or Destinations, which requires that, as of March 31, 2019, we are paid annual minimum rents of $1,493. The guaranty provided by Destinations with respect to the Destinations lease for ~~capital improvements to certain hotels~~part of one hotel is unlimited. We recognized the contractual rents of $454 during the three months ended March 31, 2019 and 2018 under our ~~Wyndham agreement during~~Destinations lease agreement. Rental income for the ~~last nine~~three months ended March 31, 2019 and 2018 for this lease includes $80 and $91, respectively, of ~~2018. As we fund these improvements, the annual minimum returns payable~~adjustments necessary to ~~us increase by 8% of the amounts funded.~~record rent on a straight line basis.

Hyatt agreement. Our management agreement with Hyatt for 22 hotels, or our Hyatt agreement, provides that, as of March 31, ~~2018,~~2019, we are to be paid an annual minimum return of $22,037. We realized minimum returns of $5,509 during each of the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 under this agreement. Pursuant to our Hyatt agreement, Hyatt has provided us with a ~~guarantee,~~guaranty, which is limited to $50,000. During the three months ended March 31, ~~2018,~~2019, the ~~available guarantee was replenished by $357 from a share of hotel~~hotels under this agreement generated cash flows ~~in excess of~~that were less than the minimum returns due to ~~us.~~us for the period, and Hyatt made $430 of guaranty payments to cover the shortfall. The available balance of the ~~guarantee~~guaranty was ~~$21,463~~$21,485 as of March 31, ~~2018.~~2019.

Radisson agreement. Our management agreement with Radisson for ~~eight~~nine hotels, or our Radisson agreement, provides that, as of March 31, ~~2018,~~2019, we are to be paid an annual minimum return of ~~$12,920.~~$19,769. We realized minimum returns of $4,831 and $3,230 during ~~each of~~ the three months ended March 31, 2019 and 2018, ~~and 2017~~respectively, under this agreement. Pursuant to our Radisson agreement, Radisson has provided us with a ~~guarantee,~~limited guaranty which, ~~is limited~~as a result of amounts funded by us during the three months ended March 31, 2019, as described below, was increased $849 to ~~$40,000.~~a total of $46,849. During the three months ended March 31, ~~2018, our available guarantee was replenished by $919 from a share of hotel~~2019, the hotels under this agreement generated cash flows ~~in excess of~~that were less than the minimum returns due to ~~us.~~us for the period, and Radisson made $2,646 of guaranty payments to cover the shortfall. The available balance of the ~~guarantee~~guaranty was ~~$34,283~~$39,913 as of March 31, ~~2018.~~2019.

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(dollars in thousands, except share data)

(Unaudited)

We ~~did not fund any~~funded $10,611 for capital ~~improvement costs~~improvements at certain of the hotels included in our Radisson agreement during the three months ended March 31, ~~2018.~~2019, which resulted in increases in our contractual annual minimum returns of $849. We ~~currently expect to~~did not fund ~~approximately $5,600 during the last nine months of 2018 and approximately $29,400 during 2019 for~~any capital improvements to ~~certain~~the hotels ~~under our Radisson agreement. Our annual minimum returns and the limited guaranty cap under~~included in our Radisson agreement ~~will increase by 8% of any amounts we fund.~~

~~Morgans agreement.~~ ~~As of March 31, 2018, we leased The Clift Hotel in San Francisco, CA to a subsidiary of Morgans. This lease was scheduled to expire in 2103 and required annual rent to us of $7,595. During~~during the three months ended March 31, ~~2018, all contractual~~2018.

TA leases. On January 16, 2019, we entered agreements with TA, pursuant to which in January 2019:

We sold to TA 20 travel center properties, which TA previously leased from us, for a total purchase price of $308,200.

Upon completing these transactions, these travel center properties were removed from the TA leases.

Commencing on April 1, 2019, TA paid us the first of 16 quarterly installments of approximately $4,400 each (an aggregate of $70,458) to fully satisfy and discharge its $150,000 deferred rent ~~due~~obligation to us ~~under~~that otherwise would have become due in five installments between 2024 and 2030.

Commencing with the ~~Morgans~~year ending December 31, 2020, TA will be obligated to pay to us an additional amount of percentage rent equal to one-half percent (0.5%) of the excess of its annual non-fuel revenues at leased sites over the non-fuel revenues for each respective site for the year ending December 31, 2019.

The term of each TA lease was ~~paid~~extended by three years.

Certain of the 179 travel center properties that TA continues to ~~us. As noted above, we entered into a settlement agreement with Morgans and SBE and terminated this~~ lease ~~on May 8, 2018.~~ from us were reallocated among the TA leases.

See ~~above~~Note 7 for further information regarding ~~this lease and The Clift Hotel.~~the effects of certain of our property dispositions on our leases with TA.

~~TA leases.~~ As of March 31, ~~2018,~~2019, we leased to TA a total of ~~199~~179 travel centers under five ~~leases.~~leases that expire between 2029 and 2035 and require annual minimum returns of $246,083.

We recognized rental income from TA of ~~$74,193~~$63,075 and ~~$71,526~~$74,193 for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively. Rental income for the three months ended March 31, 2019 and 2018 includes $1,214 and ~~2017 includes~~ $2,984, ~~and $2,912,~~ respectively, of adjustments to record the deferred rent obligations under our TA leases and the estimated future payments to us by TA for the cost of removing underground storage tanks on a straight line basis. As of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, we had receivables for current rent amounts owed to us by TA and straight line rent adjustments of ~~$81,999~~$79,710 and ~~$78,513,~~$91,212, respectively. These amounts are included in due from related persons in our condensed consolidated balance sheets.

Our TA leases do not require FF&E escrow deposits. However, TA is required to maintain the leased travel centers, including structural and non-structural components.

Under our TA leases, TA may request that we fund capital improvements in return for increases in TA’s annual minimum rent equal to 8.5% of the amounts funded. We did not fund any capital improvements to our properties that we leased to TA during the three months ended March 31, 2019. We funded $13,137 ~~and $24,908~~ for the three months ended March 31, 2018 ~~and 2017, respectively,~~ of capital improvements to our ~~TA leases.~~properties that we leased to TA. As a result, TA’s annual minimum rent payable to us increased by ~~$1,117 and $2,117, respectively. We currently expect to fund approximately $38,300 for renovations and other capital~~

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~~Notes to Condensed Consolidated Financial Statements~~

~~(dollars in thousands, except share data)~~

~~(Unaudited)~~

~~improvements to our travel centers during the last nine months of 2018. TA is not obligated to request and we are not obligated to fund any such improvements.~~$1,117.

In addition to the rental income that we recognized during the three months ended March 31, ~~2018~~2019 and ~~2017~~2018 as described above, our TA leases require TA to pay us percentage rent based upon increases in certain sales. We determine percentage rent due under our TA leases annually and recognize any resulting amount as rental income when all contingencies are met. We had aggregate deferred percentage rent under our TA leases of ~~$835~~$1,069 and ~~$604~~$835 for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively.

See Note 10 for further information regarding our relationship with TA.

Additional lease information (as lessor). As of March 31, 2019, our leases with parties other than our TRSs provide for contractual minimum rents to be paid to us during the remaining current terms as follows:

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(dollars in thousands, except share data)

(Unaudited)




2019	$	281,956
2020	273,098
2021	272,801
2022	271,222
2023	258,065
Thereafter	2,357,802
Total	$	3,714,944

Additional lease information (as lessee). As of January 1, 2019, 14 of our hotels and one of our travel centers were subject to ground leases where we are the lessee. In addition, our hotel operators enter various leases on our behalf in the normal course of business at our hotels, or our hotel operating leases. We calculated right of use assets and lease liabilities as the present value of the remaining lease payment obligations for our operating leases, which include the ground leases and hotel operating leases, over the remaining lease term using our estimated incremental borrowing rate. The right of use assets and related lease liabilities are included within other assets, net and accounts payable and other liabilities, respectively, in our condensed consolidated balance sheets.

At March 31, 2019, our right of use assets and related lease liabilities totaled $76,148, which represented our future obligations under our operating lease agreements. Our operating leases require minimum fixed rent payments, percentage rent payments based on a percentage of hotel revenues in excess of certain thresholds, or rent payments equal to the greater of a minimum fixed rent or percentage rent. For the three months ended March 31, 2019, $3,397 of rental expense related to our operating leases is included in hotel operating expenses within our condensed consolidated statements of comprehensive income. As of March 31, 2019, our operating leases provide for contractual minimum rent payments to third parties during the remaining lease terms, as follows:



2019	$	7,165
2020	6,850
2021	6,127
2022	5,632
2023	5,614
Thereafter	159,731
Total lease payments	191,119
Less: imputed interest	(114,971		)
Present value of lease liabilities ⁽¹⁾	$	76,148


(1)	The weighted average discount rate used to calculate the lease liability and the weighted average remaining term for our ground leases (assuming all extension options) and our hotel operating leases are approximately 5.50% and 32 years (range of 12 to 69 years) and 5.63% and 29 years (range of 9 months to 55 years), respectively.

As of March 31, 2019, 14 of our travel centers are on land we leased partially or entirely from unrelated third parties. We are not required to record right of use assets and lease liabilities for these properties as we are not the primary obligor under the leases. The average remaining terms of the ground leases on these 14 travel centers was 12 years (range of one month to 32 years) with rents averaging $429 per year.

Generally, payments of ground lease obligations are made by our managers or tenants. However, if a manager or tenant did not perform obligations under a ground lease or did not renew any ground lease, we might have to perform obligations under the ground lease or renew the ground lease in order to protect our investment in the affected property.

Guarantees and security deposits generally. When we reduce the amounts of the security deposits we hold for any of our operating agreements for payment deficiencies, ~~at our managed and leased hotels, we record income equal to the amounts by which this deposit is reduced up to the minimum return or minimum rent due to us. However, reducing the security deposits~~it does not result in additional cash flows to us of the deficiency amounts, but ~~reducing amounts of security deposits may reduce~~reduces the refunds due to the respective ~~lessees~~tenants or managers who have provided us with these security deposits upon expiration of the respective ~~lease or management~~operating agreement. The security deposits are non-interest bearing and are not held in escrow.

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

Under these agreements, any amount of the security deposits which are applied to payment deficits may be replenished from a share of future cash flows from the applicable hotel operations pursuant to the terms of the respective agreements.

Certain of our managed hotel portfolios had net operating results that were, in the aggregate, ~~$27,586~~$42,839 and ~~$16,924~~$27,586 less than the minimum returns due to us infor the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively. When managers of these hotels are required to fund the shortfalls under the terms of our ~~operating~~management agreements or their guarantees, we reflect such fundings (including security deposit applications) in our condensed consolidated statements of comprehensive income as a reduction of hotel operating expenses. The reduction to hotel operating expenses was $22,465 and $10,851 ~~and $6,662 in~~for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively. We had shortfalls at certain of our managed hotel portfolios not funded by the managers of these hotels under the terms of our ~~operating~~management agreements of $20,676 and $17,769 ~~and $11,889 in~~for the three months ended March 31, ~~2018~~2019, and ~~2017,~~2018, respectively, which represent the unguaranteed portions of our minimum returns from our Marriott No. 1, Sonesta and Wyndham agreements.

Certain of our managed hotel portfolios had net operating results that were, in the aggregate, $1,275 ~~and $2,791~~ more than the minimum returns due to us infor the three months ended March 31, ~~2018 and 2017, respectively.~~2018. The net operating results of our managed hotel portfolios did not exceed the minimum returns due to us for the three months ended March 31, 2019. Certain of our guarantees and our security deposits may be replenished by a share of future cash flows from the applicable hotel operations in excess of the minimum returns due to us pursuant to the terms of the respective agreements. When our guarantees and our security deposits are replenished by cash flows from hotel operations, we reflect such replenishments in our condensed consolidated statements of comprehensive income as an increase to hotel operating expenses. We had $1,275 ~~and $1,504~~ of ~~guarantee~~guaranty and security deposit replenishments infor the three months ended March 31, ~~2018 and 2017, respectively.~~2018. There were no replenishments for the three months ended March 31, 2019.

Note 9. Business and Property Management Agreements with RMR LLC

We have no employees. The personnel and various services we require to operate our business are provided to us by RMR LLC. We have two agreements with RMR LLC to provide management services to us: (1) a business management agreement, which relates to our business generally, and (2) a property management agreement, which relates to our property level operations of the office building component of one of our hotels.

Pursuant to our business management agreement, ~~with RMR LLC,~~ we recognized net business management fees of ~~$9,724~~$9,727 and ~~$29,770~~$9,724 for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively. Based on our common share total return, as defined in our business management agreement, as of March 31, ~~2018,~~2019, no ~~estimate of 2018~~ incentive fees isare included in the net business management fees we recognized for the three months ended March 31, ~~2018.~~2019. The actual amount of annual incentive fees for ~~2018,~~2019, if any, will be based on our common share total return, as defined in our business management agreement, for the three year period ending December 31, ~~2018,~~2019, and will be payable in ~~2019.~~2020. The net business management fees we recognized for the three months ended March 31, ~~2017 included $19,620 of the then~~2018 did not include any estimated ~~2017~~ incentive ~~fees; in~~fees. In January ~~2018,~~2019, we paid RMR LLC an incentive fee of ~~$74,573~~$53,635 for ~~2017. These~~2018. We include business management fee amounts ~~are included~~ in general and administrative expenses in our condensed consolidated statements of comprehensive income.

Pursuant to our property management agreement with RMR LLC, we recognized property management fees of ~~$13~~$11 and ~~$10~~$13 for the three months ended March 31, ~~2018~~2019 and ~~2017,~~2018, respectively. These fees are payable in connection with the

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~~HOSPITALITY PROPERTIES TRUST~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(dollars in thousands, except share data)~~

~~(Unaudited)~~

management of the office building component of one of our hotels. These amounts are included in hotel operating expenses in our condensed consolidated statements of comprehensive income.

We are generally responsible for all of our operating expenses, including certain expenses incurred or arranged by RMR LLC on our behalf. We ~~reimbursed~~are generally not responsible for payment of RMR LLC’s employment, office or administrative expenses incurred to provide management services to us, except for the employment and related expenses of RMR LLC ~~$66 and $46 for property management related expenses related~~employees assigned to work exclusively or partly at the office building component of one of our hotels, ~~for~~our share of the ~~three months ended March 31, 2018~~wages, benefits and ~~2017, respectively, which amounts are included in hotel operating expenses in our condensed consolidated statements~~other related costs of ~~comprehensive income. In addition, we are responsible for~~RMR LLC's centralized accounting personnel, our share of RMR LLC’s costs for providing our internal audit ~~function. The amounts recognized~~function, and as ~~expense~~otherwise agreed. We reimbursed RMR LLC $200 and $135 for ~~internal audit~~these expenses and costs ~~were $69 and $67~~ for the three months ended March 31, 2019 and 2018, respectively. We included these amounts in hotel operating expenses and ~~2017, respectively, which amounts are included in~~selling, general and administrative expenses, as applicable, in our condensed consolidated statements of comprehensive ~~income for these periods.~~income.

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

Note 10. Related Person Transactions

We have relationships and historical and continuing transactions with TA, Sonesta, RMR LLC, The RMR Group Inc., or RMR Inc., AIC and others related to them, including other companies to which RMR LLC or its subsidiaries provide management services and some of which have trustees, directors ~~and~~or officers who are also our Trustees or officers.

TA. TA is our largest tenant and property operator, leasing ~~35%~~31% of our gross carrying value of real estate properties as of March 31, ~~2018.~~2019. We lease all of our travel centers to TA under the TA leases. We are also TA’s largest shareholder; as of March 31, ~~2018,~~2019, we owned 3,420,000 common shares of TA, representing approximately ~~8.6%~~8.5% of TA’s outstanding common shares. RMR LLC provides management services to both us and TA, and Adam D. Portnoy, one of our Managing Trustees, also serves as a managing director of ~~TA.~~TA and, as of March 31, 2019, beneficially owned through RMR LLC 1,492,691 common shares of TA, representing approximately 3.7% of TA's outstanding common shares. See Note 8 for further information regarding our relationships, agreements and transactions with TA and Note 13 for further information regarding our investment in TA.

Sonesta.Sonesta is a private company owned in part by Adam D. Portnoy, one of our Managing Trustees. Both our Managing Trustees and our Secretary are directors of Sonesta. As of March 31, ~~2018,~~2019, Sonesta managed 4951 of our hotels pursuant to management and pooling agreements. See Note 8 for further information regarding our relationships, agreements and transactions with Sonesta.

Our Manager, RMR LLC. We have two agreements with RMR LLC to provide management services to us. See Note 9 for further information regarding our management agreements with RMR LLC.

RMR Inc. RMR LLC is a majority owned subsidiary of RMR Inc. ~~and RMR Inc. is the managing member of RMR LLC. Adam D. Portnoy, one~~One of our Managing Trustees, Adam Portnoy, is the sole trustee of ABP Trust, is the controlling shareholder of RMR Inc., ~~and~~ is a managing director and the president and chief executive officer of RMR Inc. and an officer and employee of ~~ABP Trust and~~ RMR LLC. John G. Murray, our other Managing Trustee and our President and Chief ~~Operating~~Executive Officer, and each of our other officers is also ~~serves as~~ an ~~executive~~ officer ~~of RMR LLC. Other officers~~and employee of RMR LLC, ~~and RMR Inc. also serve as our officers.~~including Ethan S. Bornstein, the brother-in-law of Adam Portnoy. As of March 31, ~~2018,~~2019, we owned 2,503,777 shares of class A common stock of RMR Inc. See Note 13 for further information regarding our investment in RMR Inc.

AIC. We, ABP Trust, TA and four other companies to which RMR LLC provides management services currently own AIC, an Indiana insurance company, in equal amounts. We and the other AIC shareholders participate in a combined property insurance program arranged and reinsured in part by AIC.

As of March 31, ~~2018~~2019 and December 31, ~~2017,~~2018, our investment in AIC had a carrying value of ~~$8,143~~$9,109 and ~~$8,192,~~$8,639, respectively. These amounts are included in other assets in our condensed consolidated balance sheets. We recognized income of $404 and $44 for the three months ended March 31, 2019 and 2018, respectively, related to our investment in AIC, which isamounts are presented as equity in earnings of an investee in our condensed consolidated statements of comprehensive income. Our other comprehensive income (loss) includes our proportionate part of unrealized gains and (losses) on securities ~~which~~that are owned by AIC related to our investment in AIC.

For further information about these and certain other such relationships and certain other related person transactions, refer to our ~~2017~~2018 Annual Report.

Note 11. Income Taxes

We have elected to be taxed as a real estate investment trust, or REIT, under the United States Internal Revenue Code of 1986, as amended, or the IRC, and, as such, are generally not subject to federal and most state income taxation on our operating income provided we distribute our taxable income to our shareholders and meet certain organization and operating requirements. We are subject to income tax in Canada, Puerto Rico and certain states despite our qualification for taxation as a REIT. Further, we lease our managed hotels to our wholly owned TRSs that, unlike most of our subsidiaries, file a separate consolidated tax return and are subject to federal, state and foreign income taxes. Our consolidated income tax provision

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~~Notes to Condensed Consolidated Financial Statements~~

~~(dollars in thousands, except share data)~~

~~(Unaudited)~~

includes the income tax provision related to the operations of our TRSs and certain state and foreign income taxes incurred by us despite our qualification for taxation as a REIT.

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

During the three months ended March 31, 2019, we recognized income tax expense of $1,059, which includes $315 of foreign taxes and $744 of state taxes. During the three months ended March 31, 2018, we recognized income tax expense of $471, which includes $129 of foreign taxes and $342 of state taxes. ~~During the three months ended March 31, 2017, we recognized income tax expense of $356, which includes $115 of foreign taxes, $11 of federal taxes and $230 of state taxes.~~

1517

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Notes to Condensed Consolidated Financial Statements

(dollars in thousands, except share data)

(Unaudited)

Note 12. Segment Information

We aggregate our hotels and travel centers into two reportable segments, hotel investments and travel center investments, based on their similar operating and economic characteristics.



	For the Three Months Ended March 31, 2019
	Hotels		Travel Centers		Corporate			Consolidated
Revenues:
Hotel operating revenues	$	455,385	$	—	$	—		$	455,385
Rental income	5,076		63,075		—			68,151
FF&E reserve income	1,372		—		—			1,372
Total revenues	461,833		63,075		—			524,908

Expenses:
Hotel operating expenses	319,125		—		—			319,125
Depreciation and amortization	66,583		32,782		—			99,365
General and administrative	—		—		12,235			12,235
Total expenses	385,708		32,782		12,235			430,725

Gain on sale of real estate	—		159,535		—			159,535
Dividend income	—		—		876			876
Unrealized gains on equity securities	—		—		20,977			20,977
Interest income	434		—		203			637
Interest expense	—		—		(49,766		)	(49,766		)
Income before income taxes and equity in earnings of an investee	76,559		189,828		(39,945		)	226,442
Income tax expense	—		—		(1,059		)	(1,059		)
Equity in earnings of an investee	—		—		404			404
Net income	$	76,559	$	189,828	$	(40,600	)	$	225,787

	As of March 31, 2019
	Hotels		Travel Centers		Corporate			Consolidated
Total assets	$	4,815,816	$	2,229,038	$	210,950		$	7,255,804


	For the Three Months Ended March 31, 2018										For the Three Months Ended March 31, 2018
	Hotels		Travel Centers		Corporate			Consolidated			Hotels		Travel Centers		Corporate			Consolidated
Revenues:
Hotel operating revenues	$	445,276	$	—	$	—		$	445,276		$	445,276	$	—	$	—		$	445,276
Rental income	7,800		74,193		—			81,993			7,800		74,193		—			81,993
FF&E reserve income	1,364		—		—			1,364			1,364		—		—			1,364
Total revenues	454,440		74,193		—			528,633			454,440		74,193		—			528,633

Expenses:
Hotel operating expenses	314,982		—		—			314,982			314,982		—		—			314,982
Depreciation and amortization	62,446		37,171		—			99,617			62,446		37,171		—			99,617
General and administrative	—		—		11,734			11,734			—		—		11,734			11,734
Total expenses	377,428		37,171		11,734			426,333			377,428		37,171		11,734			426,333

Operating income (loss)	77,012		37,022		(11,734		)	102,300

Dividend income	—		—		626			626			—		—		626			626
Unrealized gains and losses on equity securities, net	—		—		24,955			24,955			—		—		24,955			24,955
Interest income	—		—		292			292			—		—		292			292
Interest expense	—		—		(47,540		)	(47,540		)	—		—		(47,540		)	(47,540		)
Income (loss) before income taxes and equity in earnings of an investee	77,012		37,022		(33,401		)	80,633			77,012		37,022		(33,401		)	80,633
Income tax expense	—		—		(471		)	(471		)	—		—		(471		)	(471		)
Equity in earnings of an investee	—		—		44			44			—		—		44			44
Net income (loss)	$	77,012	$	37,022	$	(33,828	)	$	80,206		$	77,012	$	37,022	$	(33,828	)	$	80,206

	As of March 31, 2018										As of December 31, 2018
	Hotels		Travel Centers		Corporate			Consolidated			Hotels		Travel Centers		Corporate			Consolidated
Total assets	$	4,452,175	$	2,454,805	$	213,894		$	7,120,874		$	4,586,709	$	2,398,118	$	192,252		$	7,177,079


				Fair Value at March 31, 2018 Using									Fair Value at Reporting Date Using
				Quoted Prices in									Quoted Prices in
				Active Markets for		Significant Other		Significant					Active Markets for		Significant Other		Significant
		Carrying Value at		Identical Assets		Observable Inputs		Unobservable Inputs			Carrying Value at		Identical Assets		Observable Inputs		Unobservable Inputs
Description		March 31, 2018		(Level 1)		(Level 2)		(Level 3)			March 31, 2019		(Level 1)		(Level 2)		(Level 3)
Recurring Fair Value Measurement Assets:	Recurring Fair Value Measurement Assets:									Recurring Fair Value Measurement Assets:
Investment in TA ⁽¹⁾		$	12,312	$	12,312	$	—	$	—		$	14,056	$	14,056	$	—	$	—
Investment in RMR Inc.⁽²⁾		$	175,139	$	175,139	$	—	$	—		$	152,680	$	152,680	$	—	$	—


	March 31, 2018				December 31, 2017				March 31, 2019				December 31, 2018
	Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
	Value ⁽¹⁾		Value		Value ⁽¹⁾		Value		Value ⁽¹⁾		Value		Value ⁽¹⁾		Value
Senior Unsecured Notes, due 2021 at 4.25%	$	395,858	$	407,652	$	395,497	$	413,676	$	397,299	$	402,648	$	396,938	$	404,582
Senior Unsecured Notes, due 2022 at 5.00%	494,701		520,658		494,398		533,908		495,912		517,915		495,609		510,658
Senior Unsecured Notes, due 2023 at 4.50%	499,145		512,190		499,104		523,275		499,309		511,155		499,268		503,295
Senior Unsecured Notes, due 2024 at 4.65%	347,586		357,635		347,484		368,804		347,991		357,231		347,890		349,741
Senior Unsecured Notes, due 2025 at 4.50%	345,227		353,658		345,055		363,589		345,915		354,552		345,743		341,114
Senior Unsecured Notes, due 2026 at 5.25%	341,108		364,525		340,826		377,431		342,237		358,311		341,955		354,060
Senior Unsecured Notes, due 2027 at 4.95%	393,325		408,398		393,137		422,914		394,082		399,208		393,893		391,660
Senior Unsecured Notes, due 2028 at 3.95%	388,748		376,284		388,461		390,930		389,897		368,594		389,610		361,232
Senior Unsecured Notes, due 2030 at 4.375%	386,593		385,930		—		—		387,672		370,522		387,389		367,110
Total financial liabilities	$	3,592,291	$	3,686,930	$	3,203,962	$	3,394,527	$	3,600,314	$	3,640,136	$	3,598,295	$	3,583,452


		Number of					Rent / Return Coverage ⁽³⁾					Number of					Rent / Return Coverage ⁽³⁾
		Rooms or					Three Months		Twelve Months			Rooms or					Three Months		Twelve Months
		Suites (Hotels) /			Annual		Ended		Ended			Suites (Hotels) /			Annual		Ended		Ended
Operating Agreement	Number of	Land Acreage			Minimum		March 31,		March 31,		Number of	Land Acreage			Minimum		March 31,		March 31,
Reference Name	Properties	(Travel Centers)	Investment ⁽¹⁾		Return/Rent ⁽²⁾		2018	2017	2018	2017	Properties	(Travel Centers)	Investment ⁽¹⁾		Return/Rent ⁽²⁾		2019	2018	2019	2018
Marriott (No. 1) ⁽⁴⁾	53	7,609	$	697,434	$	69,249	0.92x	1.00x	1.23x	1.33x	53	7,609	$	719,901	$	71,496	0.89x	0.92x	1.19x	1.23x
Marriott (No. 234) ⁽⁵⁾	68	9,120	1,007,044		106,869		0.97x	1.01x	1.11x	1.13x	68	9,120	1,021,394		108,160		0.92x	0.97x	1.08x	1.11x
Marriott (No. 5) ⁽⁶⁾	1	356	90,078		10,321		1.10x	0.90x	0.96x	0.73x	1	356	90,078		10,518		1.04x	1.10x	1.03x	0.96x
Subtotal / Average Marriott	122	17,085	1,794,556		186,439		0.96x	1.00x	1.15x	1.18x	122	17,085	1,831,373		190,174		0.91x	0.96x	1.12x	1.15x
InterContinental⁽⁷⁾	99	16,237	2,040,168		189,261		0.94x	0.99x	1.13x	1.19x
IHG ⁽⁷⁾											101	16,689	2,237,462		205,011		0.79x	0.93x	1.02x	1.13x
Sonesta ⁽⁸⁾	49	8,326	1,470,612		110,379		0.43x	0.52x	0.74x	0.81x	51	8,862	1,706,276		127,573		0.44x	0.51x	0.64x	0.75x
Wyndham ⁽⁹⁾	22	3,579	393,800		29,010		0.29x	0.30x	0.84x	0.88x	22	3,583	397,705		29,366		0.07x	0.29x	0.61x	0.84x
Hyatt ⁽¹⁰⁾	22	2,724	301,942		22,037		1.06x	1.10x	1.12x	1.15x	22	2,724	301,942		22,037		0.92x	1.06x	1.00x	1.12x
Radisson ⁽¹¹⁾	8	1,579	195,101		12,920		1.28x	1.23x	1.37x	1.30x	9	1,939	280,716		19,769		0.45x	1.00x	0.97x	1.18x
Morgans⁽¹²⁾	1	372	120,000		7,595		1.01x	1.34x	0.74x	1.05x
Subtotal / Average Hotels	323	49,902	6,316,179		557,641		0.82x	0.88x	1.04x	1.09x	327	50,882	6,755,474		593,930		0.71x	0.82x	0.95x	1.04x
TA (No. 1) ⁽¹³⁾	40	825	679,853		53,002		1.57x	1.26x	1.65x	1.60x
TA (No. 2)⁽¹⁴⁾	40	957	684,029		53,934		1.57x	1.20x	1.59x	1.50x
TA (No. 3)⁽¹⁵⁾	39	909	638,558		54,222		1.49x	1.17x	1.57x	1.52x
TA (No. 4) ⁽¹⁶⁾	40	1,091	620,529		54,600		1.48x	1.04x	1.49x	1.46x
TA (No. 5) ⁽¹⁷⁾	40	1,148	888,581		69,773		1.66x	1.29x	1.64x	1.55x
TA (No. 1) ⁽¹²⁾											36	747	668,375		49,018		1.75x	1.73x	1.86x	1.79x
TA (No. 2)⁽¹²⁾											36	879	626,390		44,663		1.68x	1.72x	1.83x	1.73x
TA (No. 3)⁽¹²⁾											35	885	578,630		42,404		1.65x	1.67x	1.82x	1.74x
TA (No. 4) ⁽¹²⁾											37	930	594,794		48,381		1.80x	1.81x	1.89x	1.78x
TA (No. 5) ⁽¹²⁾											35	1,039	834,559		61,617		1.67x	1.77x	1.79x	1.74x
Subtotal / Average TA	199	4,930	3,511,550		285,531		1.56x	1.20x	1.59x	1.53x	179	4,480	3,302,748		246,083		1.71x	1.74x	1.83x	1.76x
Total / Average	522	49,902 / 4,930	$	9,827,729	$	843,172	1.07x	0.99x	1.23x	1.24x	506	50,882 / 4,480	$	10,058,222	$	840,013	1.01x	1.10x	1.21x	1.26x


	No. of	No. of Rooms /	Three Months Ended March 31,								No. of	No. of Rooms /	Three Months Ended March 31,
	Hotels	Suites	2018			2017			Change		Hotels	Suites	2019			2018			Change
ADR
Marriott (No. 1)	53	7,609	$	130.81		$	131.32		(0.4	%)	53	7,609	$	134.43		$	130.81		2.8	%
Marriott (No. 234)	68	9,120	131.91			130.97			0.7	%	68	9,120	135.88			131.91			3.0	%
Marriott (No. 5)	1	356	280.56			269.92			3.9	%	1	356	310.91			280.56			10.8	%
Subtotal / Average Marriott	122	17,085	135.84			134.90			0.7	%	122	17,085	140.21			135.84			3.2	%
InterContinental ⁽¹⁾	99	16,237	122.76			118.09			4.0	%
Sonesta ⁽¹⁾	49	8,326	134.38			133.97			0.3	%
IHG ⁽¹⁾											101	16,689	122.51			123.95			(1.2	%)
Sonesta ^{(1) (2)}											51	8,862	147.96			146.31			1.1	%
Wyndham	22	3,579	93.69			92.67			1.1	%	22	3,583	89.71			93.69			(4.2	%)
Hyatt	22	2,724	113.36			110.06			3.0	%	22	2,724	112.98			113.36			(0.3	%)
Radisson ⁽²⁾	8	1,579	123.38			120.82			2.1	%
Morgans	1	372	302.59			293.88			3.0	%
Radisson ⁽¹⁾											9	1,939	129.66			126.73			2.3	%
All Hotels Total / Average	323	49,902	$	127.89		$	125.58		1.8	%	327	50,882	$	130.03		$	128.90		0.9	%
OCCUPANCY
Marriott (No. 1)	53	7,609	62.7		%	62.8		%	-0.1 pts		53	7,609	60.2		%	62.7		%	-2.5 pts
Marriott (No. 234)	68	9,120	71.7		%	72.8		%	-1.1 pts		68	9,120	68.8		%	71.7		%	-2.9 pts
Marriott (No. 5)	1	356	96.4		%	90.0		%	6.4 pts		1	356	88.4		%	96.4		%	-8.0 pts
Subtotal / Average Marriott	122	17,085	68.2		%	68.7		%	-0.5 pts		122	17,085	65.4		%	68.2		%	-2.8 pts
InterContinental ⁽¹⁾	99	16,237	75.7		%	76.7		%	-1.0 pts
Sonesta ⁽¹⁾	49	8,326	63.2		%	64.9		%	-1.7 pts
IHG ⁽¹⁾											101	16,689	72.7		%	75.5		%	-2.8 pts
Sonesta ^{(1) (2)}											51	8,862	63.1		%	64.1		%	-1.0 pts
Wyndham	22	3,579	64.6		%	64.4		%	0.2 pts		22	3,583	60.8		%	64.6		%	-3.8 pts
Hyatt	22	2,724	77.1		%	79.5		%	-2.4 pts		22	2,724	74.5		%	77.1		%	-2.6 pts
Radisson ⁽²⁾	8	1,579	74.3		%	74.0		%	0.3 pts
Morgans	1	372	78.7		%	85.3		%	-6.6 pts
Radisson ⁽¹⁾											9	1,939	63.3		%	73.8		%	-10.5 pts
All Hotels Total / Average	323	49,902	70.3		%	71.2		%	-0.9 pts		327	50,882	67.5		%	70.3		%	-2.8 pts
RevPAR
Marriott (No. 1)	53	7,609	$	82.02		$	82.47		(0.5	%)	53	7,609	$	80.93		$	82.02		(1.3	%)
Marriott (No. 234)	68	9,120	94.58			95.35			(0.8	%)	68	9,120	93.49			94.58			(1.2	%)
Marriott (No. 5)	1	356	270.46			242.93			11.3	%	1	356	274.84			270.46			1.6	%
Subtotal / Average Marriott	122	17,085	92.64			92.68			—	%	122	17,085	91.70			92.64			(1.0	%)
InterContinental ⁽¹⁾	99	16,237	92.93			90.58			2.6	%
Sonesta ⁽¹⁾	49	8,326	84.93			86.95			(2.3	%)
IHG ⁽¹⁾											101	16,689	89.06			93.58			(4.8	%)
Sonesta ^{(1) (2)}											51	8,862	93.36			93.78			(0.4	%)
Wyndham	22	3,579	60.52			59.68			1.4	%	22	3,583	54.54			60.52			(9.9	%)
Hyatt	22	2,724	87.40			87.50			(0.1	%)	22	2,724	84.17			87.40			(3.7	%)
Radisson ⁽²⁾	8	1,579	91.67			89.41			2.5	%
Morgans	1	372	238.14			250.68			(5.0	%)
Radisson ⁽¹⁾											9	1,939	82.07			93.53			(12.3	%)
All Hotels Total / Average	323	49,902	$	89.91		$	89.41		0.6	%	327	50,882	$	87.77		$	90.62		(3.1	%)



		For the Three Months Ended March 31,
		2018			2017
Net income available for common shareholders		$	80,206		$	25,843
Add:	Depreciation and amortization expense	99,617			93,451
FFO available for common shareholders		179,823			119,294
Add (less):	Estimated business management incentive fees⁽¹⁾	—			19,620
	Excess of liquidation preference over carrying value of preferred shares redeemed ⁽²⁾	—			9,893
	Unrealized gains and losses on equity securities, net ⁽³⁾	(24,955		)	—
Normalized FFO available for common shareholders		$	154,868		$	148,807

	Weighted average shares outstanding (basic)	164,199			164,120
	Weighted average shares outstanding (diluted) ⁽⁴⁾	164,219			164,149

Per common share amounts (basic and diluted):
	Net income available for common shareholders	$	0.49		$	0.16
	FFO available for common shareholders	$	1.10		$	0.73
	Normalized FFO available for common shareholders	$	0.94		$	0.91
	Distributions declared per share	$	0.52		$	0.51



	Three Months Ended March 31, 2018
	Unrealized Gain			Equity in
	(Loss) on Investment			Unrealized Gain
	Securities, net			(loss) of Investees			Total
Balance at December 31, 2017	$	78,715		$	643		$	79,358
Amounts reclassified from cumulative other comprehensive income to retained earnings	(78,715		)	—			(78,715		)
Current period other comprehensive loss	—			(93		)	(93		)
Balance at March 31, 2018	$	—		$	550		$	550


(1)	Carrying value includes unamortized discounts and premiums and issuance costs.


	For the Three Months Ended March 31,											For the Three Months Ended March 31,
							Increase			% Increase								Increase			% Increase
	2018			2017			(Decrease)			(Decrease)		2019			2018			(Decrease)			(Decrease)
Revenues:
Hotel operating revenues	$	445,276		$	408,236		$	37,040		9.1	%	$	455,385		$	445,276		$	10,109		2.3	%
Rental income - hotels	7,800			7,613			187			2.5	%	5,076			7,800			(2,724		)	(34.9	)%
Rental income - travel centers	74,193			71,526			2,667			3.7	%	63,075			74,193			(11,118		)	(15.0	)%
Total rental income	81,993			79,139			2,854			3.6	%	68,151			81,993			(13,842		)	(16.9	)%
FF&E reserve income	1,364			1,227			137			11.2	%	1,372			1,364			8			0.6	%

Expenses:
Hotel operating expenses	314,982			282,723			32,259			11.4	%	319,125			314,982			4,143			1.3	%
Depreciation and amortization - hotels	62,446			58,104			4,342			7.5	%	66,583			62,446			4,137			6.6	%
Depreciation and amortization - travel centers	37,171			35,347			1,824			5.2	%	32,782			37,171			(4,389		)	(11.8	)%
Total depreciation and amortization	99,617			93,451			6,166			6.6	%	99,365			99,617			(252		)	(0.3	)%
General and administrative	11,734			32,346			(20,612		)	(63.7	)%	12,235			11,734			501			4.3	%

Operating income	102,300			80,082			22,218			27.7	%

Gain on sale of real estate												159,535			—			159,535			n/m
Dividend income	626			626			—			—	%	876			626			250			39.9	%
Unrealized gains and losses on equity securities, net	24,955			—			24,955			n/m		20,977			24,955			(3,978		)	(15.9	)%
Interest income	292			257			35			13.6	%	637			292			345			118.2	%
Interest expense	(47,540		)	(43,566		)	(3,974		)	9.1	%	(49,766		)	(47,540		)	(2,226		)	4.7	%
Income before income taxes and equity earnings of an investee	80,633			37,399			43,234			115.6	%	226,442			80,633			145,809			180.8	%
Income tax expense	(471		)	(356		)	(115		)	32.3	%	(1,059		)	(471		)	(588		)	124.8	%
Equity in earnings of an investee	44			128			(84		)	(65.6	)%	404			44			360			818.2	%
Net income	80,206			37,171			43,035			115.8	%	$	225,787		$	80,206		$	145,581		181.5	%
Preferred distributions	—			(1,435		)	1,435			n/m
Excess of liquidation preference over carrying value of preferred shares redeemed	—			(9,893		)	9,893			n/m
Net income available for common shareholders	$	80,206		$	25,843		$	54,363		210.4	%

Weighted average shares outstanding (basic)	164,199			164,120			79			n/m		164,278			164,199			79			n/m
Weighted average shares outstanding (diluted)	164,219			164,149			70			n/m		164,322			164,219			103			0.1	%

Net income available for common shareholders per common share (basic and diluted)	$	0.49		$	0.16		$	0.33		206.3	%
Net income per common share (basic and diluted)												$	1.37		$	0.49		$	0.88		179.6	%


(1)	Represents the historical cost of our properties plus capital improvements funded by us less impairment writedowns, if any, and excludes capital improvements made from FF&E reserves funded from hotel operations which do not result in increases in minimum returns or rents.


(4)	We lease 53 Courtyard by Marriott^® branded hotels in 24 states to one of our TRSs. The hotels are managed by a subsidiary of Marriott under a combination management agreement which expires in 2024; Marriott has two renewal options for 12 years each for all, but not less than all, of the hotels.


(8)	We lease our 4951 Sonesta branded hotels ~~(five~~(six Royal Sonesta^® Hotels, ~~five~~six Sonesta Hotels & Resorts^® and 39 Sonesta ES Suites^® hotels) in 26 states to one of our TRSs. The hotels are managed by Sonesta under a combination management agreement which expires in 2037; Sonesta has two renewal options for 15 years each for all, but not less than all, of the hotels.


(10)	We lease our 22 Hyatt Place^® branded hotels in 14 states to one of our TRSs. The hotels are managed by a subsidiary of Hyatt under a combination management agreement that expires in 2030; Hyatt has two renewal options for 15 years each for all, but not less than all, of the hotels.


(12)	~~As of March 31, 2018, we leased The Clift Hotel~~^®TA No. 1: in San Francisco, CA to a subsidiary of Morgans. This lease was scheduled to expire in 2103 and required annual rent to us of $7,595, subject to future increases. During the three months ended March 31, 2018, all contractual rent due to us under the Morgans lease was paid to us.


(1)	Operating data includes data for certain hotels for periods prior to when we acquired them.


(2)	Operating data ~~excludes~~includes data for ~~certain hotels we sold during the periods presented.~~one hotel prior to when it was managed by Sonesta.


~~(3)~~	Unrealized gains and losses on equity securities, net represent the adjustment required to adjust the carrying value of our investments in RMR Inc. and TA common shares to their fair value as of ~~March 31, 2018 in accordance with new GAAP standards effective January 1, 2018.~~the end of the period.


~~(4)~~(3)	Represents weighted average common shares adjusted to reflect the potential dilution of unvested share awards.



Principal Balance		Annual Interest Rate		Annual Interest Expense		Maturity	Interest Payments Due
$	400,000	4.250	%	$	17,000	2021	Semi-Annually
500,000		5.000	%	25,000		2022	Semi-Annually
500,000		4.500	%	22,500		2023	Semi-Annually
350,000		4.650	%	16,275		2024	Semi-Annually
350,000		4.500	%	15,750		2025	Semi-Annually
350,000		5.250	%	18,375		2026	Semi-Annually
400,000		4.950	%	19,800		2027	Semi-Annually
400,000		3.950	%	15,800		2028	Semi-Annually
400,000		4.375	%	17,500		2030	Semi-Annually
$	3,650,000			$	168,000


	Impact of Increase in Interest Rates								Impact of Increase in Interest Rates
	Interest Rate Per Year ⁽¹⁾		Outstanding Debt		Total Interest Expense Per Year		Annual Per Common Share Impact ⁽²⁾		Interest Rate Per Year ⁽¹⁾		Outstanding Debt		Total Interest Expense Per Year		Annual Per Share Impact ⁽²⁾
At March 31, 2018	2.89	%	$	486,000	$	14,045	$	0.09
At March 31, 2019									3.54	%	$	541,000	$	19,151	$	0.12
One percentage point increase	3.89	%	$	486,000	$	18,905	$	0.12	4.54	%	$	541,000	$	24,561	$	0.15


(1)	Weighted average based on the interest rates and the respective outstanding borrowings (assuming fully drawn) as of March 31, ~~2018.~~2019.


(2)	Based on diluted weighted average common shares outstanding for the three months ended March 31, ~~2018.~~2019.



							Maximum
					Total Number of		Approximate Dollar
					Shares Purchased		Value of Shares that
	Number of				as Part of Publicly		May Yet Be Purchased
	Shares	Average Price			Announced Plans		Under the Plans or
Calendar Month	Purchased ⁽¹⁾	Paid per Share		or Programs		Programs
January 2018	3,394	$	29.85	$	—	$	—
Total	3,394	$	29.85	$	—	$	—


~~(1)~~	This common share purchase was made to satisfy employee tax withholding and payment obligations of a former RMR LLC employee in connection with the vesting of awards of our common shares. We purchased these shares at their fair market value based upon the trading price of our common shares at the close of trading on Nasdaq on December 29, 2017.



Exhibit Number			Description
3.1			Composite Copy of Amended and Restated Declaration of Trust, dated as of August 21, 1995, as amended to date. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.)
3.2			Amended and Restated Bylaws of the Company, adopted April ~~12, 2018. (Filed herewith.)~~
~~3.3~~			~~Amended and Restated Bylaws of~~3, 2019. (Incorporated by reference to the ~~Company, adopted~~Company's Current Report on Form 8-K dated April ~~12, 2018. (marked copy) (Filed herewith.~~3, 2019.)
4.1			Form of Common Share Certificate. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.)
4.2			Indenture, dated as of February 25, 1998, between the Company and State Street Bank and Trust Company. (Incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~1997, File Number 001-11527.~~1997.)
4.3			Supplemental Indenture No. 14, dated as of August 16, 2012, between the Company and U.S. Bank National Association, relating to the Company’s 5.000% Senior Notes due 2022, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2012, File Number 001-11527.~~2012.)
4.4			Supplemental Indenture No. 15, dated as of June 6, 2013, between the Company and U.S. Bank National Association, relating to the Company’s 4.500% Senior Notes due 2023, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.)
4.5			Authentication Order, dated January 13, 2017, from the Company to U.S. Bank National Association, relating to the Company’s 4.500% Senior Notes due 2023. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.)
4.6			Supplemental Indenture No. 16, dated as of March 12, 2014, between the Company and U.S. Bank National Association, relating to the Company’s 4.650% Senior Notes due 2024, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.)
4.7			Supplemental Indenture No. 17, dated as of September 12, 2014, between the Company and U.S. Bank National Association, relating to the Company’s 4.50% Senior Notes due 2025, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014.)



4.8			Indenture, dated as of February 3, 2016, between the Company and U.S. Bank National Association. (Incorporated by reference to the Company’s Current Report on Form 8-K dated February 1, 2016.)
4.9			First Supplemental Indenture, dated as of February 3, 2016, between the Company and U.S. Bank National Association, relating to the Company’s 4.25% Senior Notes due 2021, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K dated February 1, 2016.)
4.10			Second Supplemental Indenture, dated as of February 3, 2016, between the Company and U.S. Bank National Association, relating to the Company’s 5.25% Senior Notes due 2026, including form thereof. (Incorporated by reference to the Company’s Current Report on Form 8-K dated February 1, 2016.)
4.11			Third Supplemental Indenture, dated as of January 13, 2017, between the Company and U.S. Bank National Association, relating to the Company’s 4.950% Senior Notes due 2027, including form thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.)
4.12			Fourth Supplemental Indenture, dated as of October 26, 2017, between the Company and U.S. Bank National Association, relating to the Company’s 3.950% Senior Notes due 2028, including form thereof. (Incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.)
4.13			Fifth Supplemental Indenture, dated as of February 2, 2018, between the Company and U.S. Bank National Association, relating to the Company’s 4.375% Senior Notes due 2030, including form ~~there of.~~thereof. (Incorporated by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.)
4.14			Registration Rights and Lock-Up Agreement, dated as of June 5, 2015, among the Company, ABP Trust (f/k/a Reit Management & Research Trust), Barry M. Portnoy and Adam D. Portnoy. (Incorporated by reference to the Company’s Current Report on Form 8-K dated June 5, 2015.)
~~10.1~~			Representative Form of Management Agreement between Sonesta International Hotels Corporation and Cambridge TRS, Inc. (full service). (Incorporated by reference to the Company’s Current Report on Form 8-K dated April 23, 2012, File Number 001-11527.)~~(Schedule of applicable agreements filed herewith.)~~
~~10.2~~			~~Pooling Agreement, dated April 23, 2012, as updated through May 8, 2018, among HPT Clift TRS LLC, Sonesta Clift LLC, Cambridge TRS, Inc. and Sonesta International Hotels Corporation. (Filed herewith.)~~
~~12.1~~			~~Computation of Ratio of Earnings to Fixed Charges. (Filed herewith.)~~
~~12.2~~			~~Computation of Ratio of Earnings to Fixed Charges and Preferred Distributions. (Filed herewith.)~~
31.1			Rule 13a-14(a) Certification. (Filed herewith.)
31.2			Rule 13a-14(a) Certification. (Filed herewith.)
32.1			Section 1350 Certification. (Furnished herewith.)



Exhibit Number			Description
101.1			The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2018~~2019 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Statements of Shareholders' Equity, (iv) the Condensed Consolidated Statements of Cash Flows and ~~(iv)~~(v) related notes to these financial statements, tagged as blocks of text and in detail. (Filed herewith.)




	HOSPITALITY PROPERTIES TRUST


	/s/ John G. Murray
	John G. Murray
	President and Chief ~~Operating~~Executive Officer
	Dated: May ~~9, 2018~~10, 2019


	/s/ ~~Mark L. Kleifges~~Brian E. Donley
	~~Mark L. Kleifges~~Brian E. Donley
	Chief Financial Officer and Treasurer
	(Principal Financial and Accounting Officer)
	Dated: May ~~9, 2018~~10, 2019