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EX-99.1 - EXHIBIT 99.1 - Service Properties Trustex991hptq316earningsrelease.htm
8-K - 8-K - Service Properties Trusthpt8-kq32016.htm
All amounts in this report are unaudited. Hospitality Properties Trust Third Quarter 2016 Supplemental Operating and Financial Data Courtyard Camarillo, Camarillo, CA Operator: Marriott International, Inc. Guest Rooms: 130 EXHIBIT 99.2


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 TABLE OF CONTENT S TABLE OF CONTENTS PAGE CORPORATE INFORMATION 6 Company Profile 7,8 Investor Information 9 Research Coverage 10 FINANCIALS Key Financial Data 12 Condensed Consolidated Balance Sheets 13 Condensed Consolidated Statements of Income 14 Notes to Condensed Consolidated Statements of Income 15 Condensed Consolidated Statements of Cash Flows 16 Debt Summary 17 Debt Maturity Schedule 18 Leverage Ratios, Coverage Ratios and Public Debt Covenants 19 FF&E Reserve Escrows 20 Property Acquisition and Disposition Information Since January 1, 2016 21 Calculation of EBITDA and Adjusted EBITDA 22 Calculation of Funds from Operations (FFO) and Normalized FFO Available for Common Shareholders 23 Non-GAAP Financial Measures Definitions 24 OPERATING AGREEMENTS AND PORTFOLIO INFORMATION Portfolio by Operating Agreement and Manager 26 Portfolio by Brand 27 Operating Agreement Information 28-30 Operating Statistics by Hotel Operating Agreement and Manager 31 Coverage by Operating Agreement and Manager 32 2


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 W ARNING CONCERNING FO RW ARD LOOKING S TA TEMENT S 3 THIS PRESENTATION OF SUPPLEMENTAL OPERATING AND FINANCIAL DATA CONTAINS STATEMENTS THAT CONSTITUTE FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER SECURITIES LAWS. ALSO, WHENEVER WE USE WORDS SUCH AS “BELIEVE”, “EXPECT”, “ANTICIPATE”, “INTEND”, “PLAN”, “ESTIMATE”, "WILL", “MAY” AND NEGATIVES OR DERIVATIVES OF THESE OR SIMILAR EXPRESSIONS, WE ARE MAKING FORWARD LOOKING STATEMENTS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON OUR PRESENT INTENT, BELIEFS OR EXPECTATIONS, BUT FORWARD LOOKING STATEMENTS ARE NOT GUARANTEED TO OCCUR AND MAY NOT OCCUR. FORWARD LOOKING STATEMENTS IN THIS REPORT RELATE TO VARIOUS ASPECTS OF OUR BUSINESS, INCLUDING: • OUR HOTEL MANAGERS’ OR TENANTS’ ABILITIES TO PAY THE CONTRACTUAL AMOUNTS OF RETURNS OR RENTS DUE TO US, • OUR ABILITY TO MAKE ACQUISITIONS OF PROPERTIES AND OTHER INVESTMENTS, • OUR POLICIES AND PLANS REGARDING INVESTMENTS, FINANCINGS AND DISPOSITIONS, • OUR ABILITY TO PAY DISTRIBUTIONS TO OUR SHAREHOLDERS AND THE AMOUNT OF SUCH DISTRIBUTIONS, • OUR ABILITY TO RAISE EQUITY OR DEBT CAPITAL, • OUR ABILITY TO APPROPRIATELY BALANCE OUR USE OF DEBT AND EQUITY CAPITAL, • OUR INTENT TO MAKE IMPROVEMENTS TO CERTAIN OF OUR PROPERTIES AND THE SUCCESS OF OUR HOTEL RENOVATION PROGRAM, • OUR ABILITY TO ENGAGE AND RETAIN QUALIFIED MANAGERS AND TENANTS FOR OUR HOTELS AND TRAVEL CENTERS ON SATISFACTORY TERMS, • THE FUTURE AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY, • OUR ABILITY TO PAY INTEREST ON AND PRINCIPAL OF OUR DEBT, • OUR CREDIT RATINGS, • THE ABILITY OF TRAVELCENTERS OF AMERICA LLC, OR TA, TO PAY CURRENT AND DEFERRED RENT AMOUNTS DUE TO US, • OUR EXPECTATION THAT WE BENEFIT FROM OUR OWNERSHIP OF THE RMR GROUP INC., OR RMR INC., • OUR EXPECTATION THAT WE BENEFIT FINANCIALLY BY PARTICIPATING IN AFFILIATES INSURANCE COMPANY, OR AIC, AND FROM OUR PARTICIPATION IN INSURANCE PROGRAMS ARRANGED BY AIC, • OUR QUALIFICATION FOR TAXATION AS A REAL ESTATE INVESTMENT TRUST, OR REIT, AND • OTHER MATTERS. OUR ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE CONTAINED IN OR IMPLIED BY OUR FORWARD LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. FACTORS THAT COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FORWARD LOOKING STATEMENTS AND UPON OUR BUSINESS, RESULTS OF OPERATIONS, FINANCIAL CONDITION, FUNDS FROM OPERATIONS, OR FFO, AVAILABLE FOR COMMON SHAREHOLDERS, NORMALIZED FUNDS FROM OPERATIONS, OR NORMALIZED FFO, AVAILABLE FOR COMMON SHAREHOLDERS, EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION, OR EBITDA, EBITDA AS ADJUSTED, OR ADJUSTED EBITDA, CASH FLOWS, LIQUIDITY AND PROSPECTS INCLUDE, BUT ARE NOT LIMITED TO: • THE IMPACT OF CHANGES IN THE ECONOMY AND THE CAPITAL MARKETS ON US AND OUR MANAGERS AND TENANTS, • COMPETITION WITHIN THE REAL ESTATE, HOTEL, TRANSPORTATION AND TRAVEL CENTER INDUSTRIES, PARTICULARLY IN THOSE MARKETS IN WHICH OUR PROPERTIES ARE LOCATED, • COMPLIANCE WITH, AND CHANGES TO, FEDERAL, STATE AND LOCAL LAWS AND REGULATIONS AFFECTING THE REAL ESTATE, HOTEL, TRANSPORTATION AND TRAVEL CENTER INDUSTRIES, ACCOUNTING RULES, TAX LAWS AND SIMILAR MATTERS, • LIMITATIONS IMPOSED ON OUR BUSINESS AND OUR ABILITY TO SATISFY COMPLEX RULES IN ORDER FOR US TO QUALIFY FOR TAXATION AS A REIT FOR U.S. FEDERAL INCOME TAX PURPOSES, • ACTS OF TERRORISM, OUTBREAKS OF SO CALLED PANDEMICS OR OTHER MANMADE OR NATURAL DISASTERS BEYOND OUR CONTROL, AND • ACTUAL AND POTENTIAL CONFLICTS OF INTEREST WITH OUR RELATED PARTIES, INCLUDING OUR MANAGING TRUSTEES, TA, SONESTA INTERNATIONAL HOTELS CORPORATION, OR SONESTA, RMR INC., THE RMR GROUP LLC, OR RMR LLC, AIC AND OTHERS AFFILIATED WITH THEM. WARNING CONCERNING FORWARD LOOKING STATEMENTS


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 FO RW ARD LOOKING S TA TEMENTS (continued ) 4 FOR EXAMPLE: • OUR ABILITY TO MAKE FUTURE DISTRIBUTIONS TO OUR SHAREHOLDERS AND TO MAKE PAYMENTS OF PRINCIPAL AND INTEREST ON OUR INDEBTEDNESS DEPENDS UPON A NUMBER OF FACTORS, INCLUDING OUR FUTURE EARNINGS AND THE CAPITAL COSTS WE INCUR TO MAINTAIN OUR PROPERTIES. WE MAY BE UNABLE TO PAY OUR DEBT OBLIGATIONS OR TO MAINTAIN OUR CURRENT RATE OF DISTRIBUTIONS ON OUR COMMON AND PREFERRED SHARES AND FUTURE DISTRIBUTIONS MAY BE REDUCED OR ELIMINATED, • THE SECURITY DEPOSITS WHICH WE HOLD ARE NOT IN SEGREGATED CASH ACCOUNTS OR OTHERWISE SEPARATE FROM OUR OTHER ASSETS AND LIABILITIES. ACCORDINGLY, WHEN WE RECORD INCOME BY REDUCING OUR SECURITY DEPOSIT LIABILITIES, WE DO NOT RECEIVE ANY ADDITIONAL CASH PAYMENT. BECAUSE WE DO NOT RECEIVE ANY ADDITIONAL CASH PAYMENT AS WE APPLY SECURITY DEPOSITS TO COVER PAYMENT SHORTFALLS, THE FAILURE OF OUR MANAGERS OR TENANTS TO PAY MINIMUM RETURNS OR RENTS DUE TO US MAY REDUCE OUR CASH FLOWS AND OUR ABILITY TO PAY DISTRIBUTIONS TO SHAREHOLDERS, • AS OF SEPTEMBER 30, 2016, APPROXIMATELY 79% OF OUR AGGREGATE ANNUAL MINIMUM RETURNS AND RENTS WERE SECURED BY GUARANTEES OR SECURITY DEPOSITS FROM OUR MANAGERS AND TENANTS. THIS MAY IMPLY THAT THESE MINIMUM RETURNS AND RENTS WILL BE PAID. IN FACT, CERTAIN OF THESE GUARANTEES AND SECURITY DEPOSITS ARE LIMITED IN AMOUNT AND DURATION AND ALL THE GUARANTEES ARE SUBJECT TO THE GUARANTORS’ ABILITY AND WILLINGNESS TO PAY. THE BALANCE OF OUR ANNUAL MINIMUM RETURNS AND RENTS AS OF SEPTEMBER 30, 2016 WAS NOT GUARANTEED NOR DO WE HOLD A SECURITY DEPOSIT WITH RESPECT TO THOSE AMOUNTS. WE CANNOT BE SURE OF THE FUTURE FINANCIAL PERFORMANCE OF OUR PROPERTIES AND WHETHER SUCH PERFORMANCE WILL COVER OUR MINIMUM RETURNS AND RENTS, WHETHER THE GUARANTEES OR SECURITY DEPOSITS WILL BE ADEQUATE TO COVER FUTURE SHORTFALLS IN THE MINIMUM RETURNS OR RENTS DUE TO US, OR REGARDING OUR MANAGERS’, TENANTS’ OR GUARANTORS’ FUTURE ACTIONS IF AND WHEN THE GUARANTEES AND SECURITY DEPOSITS EXPIRE OR ARE DEPLETED OR THEIR ABILITY OR WILLINGNESS TO PAY MINIMUM RETURNS AND RENTS OWED TO US, • WE HAVE RECENTLY RENOVATED CERTAIN HOTELS AND ARE CURRENTLY RENOVATING ADDITIONAL HOTELS. WE EXPECT TO FUND APPROXIMATELY $53.1 MILLION FOR RENOVATIONS AND OTHER CAPITAL IMPROVEMENT COSTS AT OUR HOTELS DURING THE 2016 FOURTH QUARTER. THE COST OF CAPITAL PROJECTS ASSOCIATED WITH SUCH RENOVATIONS MAY BE GREATER THAN WE NOW ANTICIPATE. WHILE OUR FUNDING OF THESE CAPITAL PROJECTS WILL CAUSE OUR CONTRACTUAL MINIMUM RETURNS TO INCREASE, THE HOTELS’ OPERATING RESULTS MAY NOT INCREASE OR MAY NOT INCREASE TO THE EXTENT THAT THE MINIMUM RETURNS INCREASE. ACCORDINGLY, COVERAGE OF OUR MINIMUM RETURNS AT THESE HOTELS MAY REMAIN DEPRESSED FOR AN EXTENDED PERIOD, • WE EXPECT TO PURCHASE FROM TA DURING THE 2016 FOURTH QUARTER UP TO $30.0 MILLION OF CAPITAL IMPROVEMENTS TA EXPECTS TO MAKE TO THE TRAVEL CENTERS WE LEASE TO TA. PURSUANT TO THE TERMS OF THE APPLICABLE LEASES, THE ANNUAL RENT PAYABLE TO US BY TA WILL INCREASE AS A RESULT OF ANY SUCH PURCHASES. WE MAY ULTIMATELY PURCHASE MORE OR LESS THAN THIS BUDGETED AMOUNT. TA MAY NOT REALIZE RESULTS FROM ANY OF THESE CAPITAL IMPROVEMENTS WHICH EQUAL OR EXCEED THE INCREASED ANNUAL RENTS IT WILL BE OBLIGATED TO PAY TO US, WHICH COULD INCREASE THE RISK OF TA BEING UNABLE TO PAY AMOUNTS DUE TO US, • HOTEL ROOM DEMAND AND TRUCKING ACTIVITY ARE OFTEN REFLECTIONS OF THE GENERAL ECONOMIC ACTIVITY IN THE COUNTRY. IF ECONOMIC ACTIVITY IN THE COUNTRY DECLINES, HOTEL ROOM DEMAND AND TRUCKING ACTIVITY MAY DECLINE AND THE OPERATING RESULTS OF OUR HOTELS AND TRAVEL CENTERS MAY DECLINE, THE FINANCIAL RESULTS OF OUR HOTEL MANAGERS AND OUR TENANTS, INCLUDING TA, MAY SUFFER AND THESE MANAGERS AND TENANTS MAY BE UNABLE TO PAY OUR RETURNS OR RENTS. ALSO, DEPRESSED OPERATING RESULTS FROM OUR PROPERTIES FOR EXTENDED PERIODS MAY RESULT IN THE OPERATORS OF SOME OR ALL OF OUR HOTELS AND OUR TRAVEL CENTERS BECOMING UNABLE OR UNWILLING TO MEET THEIR OBLIGATIONS OR THEIR GUARANTEES AND SECURITY DEPOSITS WE HOLD MAY BE EXHAUSTED, • IF THE CURRENT LEVEL OF COMMERCIAL ACTIVITY IN THE COUNTRY DECLINES, IF THE PRICE OF DIESEL FUEL INCREASES SIGNIFICANTLY, IF FUEL CONSERVATION MEASURES ARE INCREASED, IF FREIGHT BUSINESS IS DIRECTED AWAY FROM TRUCKING, IF TA IS UNABLE TO EFFECTIVELY COMPETE OR OPERATE ITS BUSINESS OR FOR VARIOUS OTHER REASONS, TA MAY BECOME UNABLE TO PAY CURRENT AND DEFERRED RENTS DUE TO US, • OUR ABILITY TO GROW OUR BUSINESS AND INCREASE OUR DISTRIBUTIONS DEPENDS IN LARGE PART UPON OUR ABILITY TO BUY PROPERTIES THAT GENERATE RETURNS OR CAN BE LEASED FOR RENTS WHICH EXCEED OUR OPERATING AND CAPITAL COSTS. WE MAY BE UNABLE TO IDENTIFY PROPERTIES THAT WE WANT TO ACQUIRE OR TO NEGOTIATE ACCEPTABLE PURCHASE PRICES, ACQUISITION FINANCING, MANAGEMENT CONTRACTS OR LEASE TERMS FOR NEW PROPERTIES, • WE HAVE AGREED TO ACQUIRE FROM AND LEASE BACK TO TA A TRAVEL CENTER WHICH TA IS DEVELOPING. WE AGREED TO PURCHASE THIS PROPERTY AT TA’S COST (INCLUDING HISTORICAL LAND COST) UP TO $29.0 MILLION IF THE DEVELOPMENT IS SUBSTANTIALLY COMPLETED PRIOR TO JUNE 30, 2017. TA HAS BEGUN CONSTRUCTION AT THIS TRAVEL CENTER. IT IS DIFFICULT TO ESTIMATE THE COST AND TIMING TO DEVELOP A NEW TRAVEL CENTER. CONSTRUCTION OF THE NEW TRAVEL CENTER MAY BE DELAYED FOR VARIOUS REASONS SUCH AS LABOR STRIFE, WEATHER CONDITIONS, THE UNAVAILABILITY OF CONSTRUCTION MATERIALS, ETC. THE PURCHASE AND LEASE BACK OF THIS TRAVEL CENTER MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS OF THE TRANSACTION MAY CHANGE, • CONTINGENCIES IN OUR ACQUISITION AND SALE AGREEMENTS MAY NOT BE SATISFIED AND OUR PENDING ACQUISITIONS AND SALES AND ANY RELATED MANAGEMENT ARRANGEMENTS WE MAY EXPECT TO ENTER INTO MAY NOT OCCUR, MAY BE DELAYED OR THE TERMS OF SUCH TRANSACTIONS OR ARRANGEMENTS MAY CHANGE,


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 FO RW ARD LOOKING S TA TEMENTS (continued ) 5 • AT SEPTEMBER 30, 2016, WE HAD $9.5 MILLION OF CASH AND CASH EQUIVALENTS, $850.0 MILLION AVAILABLE UNDER OUR $1.0 BILLION REVOLVING CREDIT FACILITY AND SECURITY DEPOSITS AND GUARANTEES COVERING SOME OF OUR MINIMUM RETURNS AND RENTS. THESE STATEMENTS MAY IMPLY THAT WE HAVE ABUNDANT WORKING CAPITAL AND LIQUIDITY. HOWEVER, OUR MANAGERS AND TENANTS MAY NOT BE ABLE TO FUND MINIMUM RETURNS AND RENTS DUE TO US FROM OPERATING OUR PROPERTIES OR FROM OTHER RESOURCES; IN THE PAST AND CURRENTLY, CERTAIN OF OUR TENANTS AND HOTEL MANAGERS HAVE IN FACT NOT PAID THE MINIMUM AMOUNTS DUE TO US FROM THEIR OPERATIONS OF OUR LEASED OR MANAGED PROPERTIES. ALSO, CERTAIN OF THE SECURITY DEPOSITS AND GUARANTEES WE HAVE TO COVER ANY SUCH SHORTFALLS ARE LIMITED IN AMOUNT AND DURATION, AND ANY SECURITY DEPOSITS WE APPLY FOR SUCH SHORTFALLS DO NOT RESULT IN ADDITIONAL CASH FLOWS TO US. FURTHER, OUR PROPERTIES REQUIRE, AND WE HAVE AGREED TO PROVIDE, SIGNIFICANT FUNDING FOR CAPITAL IMPROVEMENTS, RENOVATIONS AND OTHER MATTERS. ACCORDINGLY, WE MAY NOT HAVE SUFFICIENT WORKING CAPITAL OR LIQUIDITY, • WE MAY BE UNABLE TO REPAY OUR DEBT OBLIGATIONS WHEN THEY BECOME DUE, • CONTINUED AVAILABILITY OF BORROWINGS UNDER OUR REVOLVING CREDIT FACILITY IS SUBJECT TO OUR SATISFYING CERTAIN FINANCIAL COVENANTS AND OTHER CUSTOMARY CREDIT FACILITY CONDITIONS THAT WE MAY BE UNABLE TO SATISFY, • ACTUAL COSTS UNDER OUR REVOLVING CREDIT FACILITY OR OTHER FLOATING RATE CREDIT FACILITIES WILL BE HIGHER THAN LIBOR PLUS A PREMIUM BECAUSE OF OTHER FEES AND EXPENSES ASSOCIATED WITH SUCH FACILITIES, • THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY AND TERM LOAN MAY BE INCREASED TO UP TO $2.3 BILLION ON A COMBINED BASIS IN CERTAIN CIRCUMSTANCES; HOWEVER, INCREASING THE MAXIMUM BORROWING AVAILABILITY UNDER OUR REVOLVING CREDIT FACILITY AND TERM LOAN IS SUBJECT TO OUR OBTAINING ADDITIONAL COMMITMENTS FROM LENDERS, WHICH MAY NOT OCCUR, • THE PREMIUMS USED TO DETERMINE THE INTEREST RATE PAYABLE ON OUR REVOLVING CREDIT FACILITY AND TERM LOAN AND THE FACILITY FEE PAYABLE ON OUR REVOLVING CREDIT FACILITY ARE BASED ON OUR CREDIT RATINGS.  FUTURE CHANGES IN OUR CREDIT RATINGS MAY CAUSE THE INTEREST AND FEES WE PAY TO INCREASE, • WE HAVE THE OPTION TO EXTEND THE MATURITY DATE OF OUR REVOLVING CREDIT FACILITY UPON PAYMENT OF A FEE AND MEETING OTHER CONDITIONS. HOWEVER, THE APPLICABLE CONDITIONS MAY NOT BE MET, • THE BUSINESS MANAGEMENT AND PROPERTY MANAGEMENT AGREEMENTS BETWEEN US AND RMR LLC HAVE CONTINUING 20 YEAR TERMS.  HOWEVER, THOSE AGREEMENTS INCLUDE TERMS WHICH PERMIT EARLY TERMINATION IN CERTAIN CIRCUMSTANCES.  ACCORDINGLY, WE CANNOT BE SURE THAT THESE AGREEMENTS WILL REMAIN IN EFFECT FOR CONTINUING 20 YEAR TERMS OR FOR SHORTER TERMS, • WE BELIEVE THAT OUR RELATIONSHIPS WITH OUR RELATED PARTIES, INCLUDING RMR LLC, RMR INC., TA, SONESTA, AIC AND OTHERS AFFILIATED WITH THEM MAY BENEFIT US AND PROVIDE US WITH COMPETITIVE ADVANTAGES IN OPERATING AND GROWING OUR BUSINESS. HOWEVER, THE ADVANTAGES WE BELIEVE WE MAY REALIZE FROM THESE RELATIONSHIPS MAY NOT MATERIALIZE, AND • MARRIOTT HAS NOTIFIED US THAT IT DOES NOT INTEND TO EXTEND ITS LEASE FOR OUR RESORT HOTEL ON KAUAI, HAWAII WHEN THAT LEASE EXPIRES ON DECEMBER 31, 2019 AND WE INTEND TO HAVE DISCUSSIONS WITH MARRIOTT ABOUT THE FUTURE OF THIS HOTEL. THESE STATEMENTS MAY IMPLY THAT MARRIOTT WILL NOT OPERATE THIS HOTEL IN THE FUTURE OR THAT WE MAY RECEIVE LESS CASH FLOW FROM THIS HOTEL IN THE FUTURE. OUR DISCUSSIONS WITH MARRIOTT HAVE ONLY RECENTLY BEGUN. AT THIS TIME WE CANNOT PREDICT HOW OUR DISCUSSIONS WITH MARRIOTT WILL IMPACT THE FUTURE OF THIS HOTEL. FOR EXAMPLE, THIS HOTEL MAY CONTINUE TO BE OPERATED BY MARRIOTT ON DIFFERENT CONTRACT TERMS THAN THE CURRENT LEASE, WE MAY IDENTIFY A DIFFERENT OPERATOR FOR THIS HOTEL, OR THE CASH FLOW WHICH WE RECEIVE FROM OUR OWNERSHIP OF THIS HOTEL MAY BE DIFFERENT THAN THE RENT WE NOW RECEIVE. ALSO, ALTHOUGH THE CURRENT LEASE EXPIRES ON DECEMBER 31, 2019, WE AND MARRIOTT MAY AGREE UPON A DIFFERENT TERMINATION DATE. CURRENTLY UNEXPECTED RESULTS COULD OCCUR DUE TO MANY DIFFERENT CIRCUMSTANCES, SOME OF WHICH ARE BEYOND OUR CONTROL, SUCH AS ACTS OF TERRORISM, NATURAL DISASTERS, CHANGES IN OUR MANAGERS’ OR TENANTS’ REVENUES OR EXPENSES, CHANGES IN OUR MANAGERS’ OR TENANTS’ FINANCIAL CONDITIONS, THE MARKET DEMAND FOR HOTEL ROOMS OR FUEL OR CHANGES IN CAPITAL MARKETS OR THE ECONOMY GENERALLY.  THE INFORMATION CONTAINED IN OUR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR SEC, INCLUDING UNDER THE CAPTION “RISK FACTORS” IN OUR PERIODIC REPORTS, OR INCORPORATED THEREIN, IDENTIFIES OTHER IMPORTANT FACTORS THAT COULD CAUSE DIFFERENCES FROM OUR FORWARD LOOKING STATEMENTS. OUR FILINGS WITH THE SEC ARE AVAILABLE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.  YOU SHOULD NOT PLACE UNDUE RELIANCE UPON OUR FORWARD LOOKING STATEMENTS.  EXCEPT AS REQUIRED BY LAW, WE DO NOT INTEND TO UPDATE OR CHANGE ANY FORWARD LOOKING STATEMENTS AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 CORPORATE INFORMATION Sonesta Philadelphia Rittenhouse Square, Philadelphia, PA Operator: Sonesta International Hotels Corp. Guest Rooms: 439


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 COM PAN Y PROFIL E 7 COMPANY PROFILE Hospitality Properties Trust, or HPT, we, our, or us, is a real estate investment trust, or REIT. As of September 30, 2016, we owned 305 hotels and 198 travel centers located in 45 states, Puerto Rico and Canada. Our properties are operated by other companies under long term management or lease agreements. We have been investment grade rated since 1998 and we are currently included in a number of financial indices, including the S&P MidCap 400 Index, the Russell 1000 Index, the MSCI U.S. REIT Index, the FTSE EPRA/NAREIT United States Index and the S&P REIT Composite Index. The Company: Management: HPT is managed by The RMR Group LLC, the operating subsidiary of The RMR Group Inc. (Nasdaq: RMR). RMR is an alternative asset management company that was founded in 1986 to manage real estate companies and related businesses. RMR primarily provides management services to four publicly owned real estate investment trusts, or REITs, and three real estate related operating businesses. In addition to managing HPT, RMR manages Senior Housing Properties Trust, a REIT that primarily owns healthcare, senior living and medical office buildings, Select Income REIT, a REIT that is focused on owning and investing in net leased, single tenant properties, and Government Properties Income Trust, a REIT that primarily owns properties leased to the U.S. and state governments. RMR also provides management services to TravelCenters of America LLC, a publicly traded operator of travel centers along the U.S. Interstate Highway System (including all the travel centers that HPT owns), convenience stores and restaurants, Five Star Quality Care, Inc., a publicly traded operator of senior living communities, and Sonesta International Hotels Corporation, a privately owned franchisor and operator of hotels (including some of the U.S. hotels that HPT owns) and cruise ships. RMR also manages publicly traded securities of real estate companies and private commercial real estate debt funds through wholly owned SEC registered investment advisory subsidiaries. As of September 30, 2016, RMR had $23.8 billion of real estate assets under management and the combined RMR managed companies had approximately $11 billion of annual revenues, over 1,350 properties and more than 52,000 employees. We believe that being managed by RMR is a competitive advantage for HPT because of RMR’s depth of management and experience in the real estate industry. We also believe RMR provides management services to us at costs that are lower than we would have to pay for similar quality services. Corporate Headquarters: Two Newton Place 255 Washington Street, Suite 300 Newton, MA 02458-1634 (t) (617) 964-8389 (f) (617) 969-5730 Stock Exchange Listing: Nasdaq Trading Symbols: Common Shares: HPT Preferred Shares Series D: HPTRP Senior Unsecured Debt Ratings: Standard & Poor's: BBB- Moody's: Baa2 Key Data (as of September 30, 2016) (dollars in 000s) Total Properties 503 Hotels: 305 Travel centers: 198 Number of Rooms/Suites 46,347 Q3 2016 total revenues $ 543,516 Q3 2016 net income available for common shareholders $ 46,646 Q3 2016 Normalized FFO (1) $ 162,135 (1) See pages 23-24 for the calculation of FFO and Normalized FFO and a reconciliation of these amounts from net income available for common shareholders, determined in accordance with U.S. generally accepted accounting principles, or GAAP.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 COM PAN Y PROFILE (continued ) 8 COMPANY PROFILE Operating Statistics by Operating Agreement (as of 9/30/16) (dollars in thousands): Number Annualized Percent of Total Number of of Rooms / Minimum Minimum Coverage (3) RevPAR Change Operating Agreement (1) Properties Suites Return / Rent (2) Return / Rent Q3 LTM Q3 LTM Marriott (No. 1) 53 7,610 $ 68,583 9% 1.59x 1.39x 0.3 % 3.6% Marriott (No. 234) 68 9,120 106,243 14% 1.23x 1.13x 2.6 % 4.7% Marriott (No. 5) 1 356 10,116 1% 0.89x 0.73x 14.4 % 9.4% Subtotal / Average Marriott 122 17,086 184,942 24% 1.34x 1.21x 2.1 % 4.4% InterContinental 94 14,403 160,338 21% 1.35x 1.22x 3.7 % 3.6% Sonesta 33 6,093 85,964 11% 0.88x 0.73x 7.6 % 0.5% Wyndham 22 3,579 28,171 4% 1.17x 0.94x 4.4 % 4.3% Hyatt 22 2,724 22,037 3% 1.12x 1.17x 3.5 % 7.2% Carlson 11 2,090 12,920 1% 1.72x 1.27x 7.0 % 2.0% Morgans 1 372 7,595 1% 1.13x 1.07x (7.9%) 1.7% Subtotal / Average Hotels 305 46,347 501,967 65% 1.25x 1.11x 3.5 % 3.7% TA (No. 1) 40 N/A 50,885 6% 1.88x 1.68x N/A N/A TA (No. 2) 40 N/A 51,696 7% 1.73x 1.53x N/A N/A TA (No. 3) 39 N/A 52,262 7% 1.83x 1.58x N/A N/A TA (No. 4) 39 N/A 49,629 6% 1.78x 1.56x N/A N/A TA (No. 5) 40 N/A 66,685 9% 1.69x 1.59x N/A N/A Subtotal TA 198 N/A 271,157 35% 1.78x 1.59x N/A N/A Total / Average 503 46,347 $ 773,124 100% 1.44x 1.28x 3.5 % 3.7% (1) See pages 28 through 30 for additional information regarding each of our operating agreements. (2) Annualized minimum rent amounts represent cash rent amounts due to us and exclude adjustments, if any, necessary to recognize rental income on a straight line basis in accordance with GAAP. (3) We define coverage as combined total property level revenues minus all property level expenses and FF&E reserve escrows which are not subordinated to minimum returns and minimum rent payments to us (which data is provided to us by our managers or tenants), divided by the minimum return or minimum rent payments due to us. Coverage amounts for our agreement with InterContinental Hotels Group, plc, or InterContinental, and our Sonesta and TA Nos. 1, 2, 3 and 4 agreements include data for periods prior to our ownership of certain hotels and travel centers. (4) RevPAR is defined as hotel room revenue per day per available room. RevPAR change is the RevPAR percentage change in the period ended September 30, 2016 over the comparable year earlier period. RevPAR amounts for our Sonesta and InterContinental agreements include data for periods prior to our ownership of certain hotels.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 INVES TOR INFORM ATIO N 9 INVESTOR INFORMATION Board of Trustees Donna D. Fraiche John L. Harrington William A. Lamkin Independent Trustee Lead Independent Trustee Independent Trustee Adam D. Portnoy Barry M. Portnoy Managing Trustee Managing Trustee Senior Management John G. Murray Mark L. Kleifges Ethan S. Bornstein President and Chief Operating Officer Chief Financial Officer and Treasurer Senior Vice President Contact Information Investor Relations Inquiries Hospitality Properties Trust Financial inquiries should be directed to Mark L. Kleifges, Two Newton Place Chief Financial Officer and Treasurer, at (617) 964-8389 255 Washington Street, Suite 300 or mkleifges@rmrgroup.com. Newton, MA 02458-1634 (t) (617) 964-8389 Investor and media inquiries should be directed to (f) (617) 969-5730 Katie Strohacker, Senior Director, Investor Relations at (email) info@hptreit.com (617) 796-8232, or kstrohacker@rmrgroup.com (website) www.hptreit.com


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 RESEARCH COVERAG E 10 RESEARCH COVERAGE Equity Research Coverage Baird Canaccord Genuity FBR & Co. David Loeb Ryan Meliker Bryan Maher (414) 765-7063 (212) 389-8094 (646) 885-5423 dloeb@rwbaird.com rmeliker@canaccordgenuity.com bmaher@fbr.com Janney Montgomery Scott JMP Securities Stifel Nicolaus Tyler Batory Whitney Stevenson Simon Yarmak (215) 665-4448 (415) 835-8948 (443) 224-1345 tbatory@janney.com wstevenson@jmpsecurities.com yarmaks@stifel.com Wells Fargo Securities Jeffrey Donnelly (617) 603-4262 jeff.donnelly@wellsfargo.com Debt Research Coverage Credit Suisse Wells Fargo Securities John Giordano Thierry Perrein (212) 538-4935 (704) 715-8455 john.giordano@credit-suisse.com thierry.perrein@wellsfargo.com Rating Agencies Moody’s Investors Service Standard & Poor’s Griselda Bisono Michael Souers (212) 553-4985 (212) 438-2508 griselda.bisono@moodys.com michael.souers@standardandpoors.com HPT is followed by the analysts and its publicly held debt is rated by the rating agencies listed above. Please note that any opinions, estimates or forecasts regarding HPT's performance made by these analysts or agencies do not represent opinions, forecasts or predictions of HPT or its management. HPT does not by its reference above imply its endorsement of or concurrence with any information, conclusions or recommendations provided by any of these analysts or agencies.


 
All amounts in this report are unaudited. Hospitality Properties Trust Third Quarter 2016 Supplemental Operating and Financial Data Courtyard Camarillo, Camarillo, CA Operator: Marriott International, Inc. Guest Rooms: 130 FINANCIALS InterContinental Yorkville, Toronto, CAN Operator: InterContinental Hotels Group Guest Rooms: 208


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 KE Y FINANCIA L D AT A 12 KEY FINANCIAL DATA (amounts in thousands, except per share data) As of and For the Three Months Ended 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 Selected Balance Sheet Data: Total gross assets (1) $ 9,022,459 $ 8,970,599 $ 8,822,206 $ 8,611,932 $ 8,648,216 Total assets $ 6,586,132 $ 6,609,335 $ 6,532,140 $ 6,394,797 $ 6,481,090 Total liabilities $ 3,434,634 $ 3,814,829 $ 3,731,279 $ 3,582,715 $ 3,505,258 Total shareholders' equity $ 3,151,498 $ 2,794,506 $ 2,800,861 $ 2,812,082 $ 2,975,832 Selected Income Statement Data: Total revenues $ 543,516 $ 550,299 $ 474,118 $ 467,440 $ 511,886 Net income (loss) available for common shareholders (2) $ 46,646 $ 50,895 $ 46,885 $ (24,660) $ 56,019 Adjusted EBITDA (3) (5) $ 210,514 $ 215,608 $ 187,703 $ 123,729 $ 192,713 Funds from operations (FFO) available for common shareholders (2) (4) $ 136,785 $ 139,677 $ 134,156 $ 61,304 $ 140,280 Normalized FFO available for common shareholders (4) (5) $ 162,135 $ 165,714 $ 140,154 $ 81,083 $ 149,692 Per Share Data: Net income (loss) available for common shareholders (basic and diluted) (2) $ 0.30 $ 0.34 $ 0.31 $ (0.16) $ 0.37 FFO available for common shareholders (basic and diluted) (2) (4) $ 0.87 $ 0.92 $ 0.89 $ 0.40 $ 0.93 Normalized FFO available for common shareholders (basic and diluted) (4) (5) $ 1.03 $ 1.09 $ 0.93 $ 0.54 $ 0.99 Dividend Data: Annualized dividends paid per share during the period (6) $ 2.04 $ 2.04 $ 2.00 $ 2.00 $ 2.00 Annualized dividend yield (at end of period) (6) 6.9% 7.1% 7.5% 7.6% 7.8% Normalized FFO available for common shareholders payout ratio (4) (5) (6) 49.5% 46.6% 53.8% 93.4% 50.6% (1) Total gross assets is total assets plus accumulated depreciation. (2) Net income (loss) available for common shareholders and FFO for common shareholders for the three months ended September 30, 2016, June 30, 2016, March 31, 2016, December 31, 2015 and September 30, 2015 includes $25,036, or $0.16 per share, $25,920, or $0.17 per share, $5,316, or $0.04 per share, $44,880, or $0.30 per share, and $8,561, or $0.06 per share, respectively, of incentive management fee expense. Net income (loss) available for common shareholders and FFO available for common shareholders for the three months ended December 31, 2015 includes a $36,773, or $0.24 per share, non-cash loss on the distribution of RMR common stock to our shareholders on December 14, 2015. (3) See page 22 for the calculation of EBITDA and Adjusted EBITDA and a reconciliation of these amounts to net income (loss) determined in accordance with GAAP. (4) See page 23 for the calculation of FFO available for common shareholders and Normalized FFO available for common shareholders and a reconciliation of net income (loss) available for common shareholders determined in accordance with GAAP to these amounts. (5) Adjusted EBITDA and Normalized FFO available for common shareholders for the three months ended December 31, 2015 includes $62,263, or $0.41 per share, of incentive management fee expense. (6) Annualized dividends paid per share for the three months ended December 31, 2015 excludes a $0.1974 per common share non-cash distribution of RMR common stock to our shareholders on December 14, 2015.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 CONDENSED CONSOLID ATED BALANCE SHEET S 13 CONDENSED CONSOLIDATED BALANCE SHEETS (dollar amounts in thousands, except per share data) As of As of September 30, December 31, 2016 2015 ASSETS Real estate properties: Land $ 1,550,174 $ 1,529,004 Buildings, improvements and equipment 7,047,370 6,732,768 Total real estate properties, gross 8,597,544 8,261,772 Accumulated depreciation (2,436,327) (2,217,135) Total real estate properties, net 6,161,217 6,044,637 Cash and cash equivalents 9,534 13,682 Restricted cash (FF&E reserve escrow) 60,606 51,211 Due from related persons 62,949 50,987 Other assets, net 291,826 234,280 Total assets $ 6,586,132 $ 6,394,797 LIABILITIES AND SHAREHOLDERS' EQUITY Unsecured revolving credit facility $ 150,000 $ 465,000 Unsecured term loan, net 398,254 397,756 Senior unsecured notes, net 2,564,476 2,403,439 Convertible senior unsecured notes 8,478 8,478 Security deposits 88,524 53,579 Accounts payable and other liabilities 155,433 179,783 Due to related persons 64,303 69,514 Dividends payable 5,166 5,166 Total liabilities 3,434,634 3,582,715 Commitments and contingencies Shareholders' equity: Preferred shares of beneficial interest, no par value; 100,000,000 shares authorized: Series D preferred shares; 7 1/8% cumulative redeemable; 11,600,000 shares issued and outstanding, aggregate liquidation preference of $290,000 280,107 280,107 Common shares of beneficial interest, $.01 par value; 200,000,000 shares authorized; 164,269,211 and 151,547,288 shares issued and outstanding, respectively 1,643 1,515 Additional paid in capital 4,539,704 4,165,911 Cumulative net income 3,041,581 2,881,657 Cumulative other comprehensive income (loss) 35,904 (15,523) Cumulative preferred distributions (336,811) (321,313) Cumulative common distributions (4,410,630) (4,180,272) Total shareholders' equity 3,151,498 2,812,082 Total liabilities and shareholders' equity $ 6,586,132 $ 6,394,797


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 CONDENSED CONSOLID ATED S TA TEMENTS OF INCOM E 14 CONDENSED CONSOLIDATED STATEMENTS OF INCOME (amounts in thousands, except per share data) For the Three Months Ended September 30, For the Nine Months Ended September 30, 2016 2015 2016 2015 Revenues: Hotel operating revenues (1) $ 464,173 $ 437,171 $ 1,332,586 $ 1,243,744 Rental income (2) 78,278 73,747 231,830 207,561 FF&E reserve income (3) 1,065 968 3,517 3,159 Total revenues 543,516 511,886 1,567,933 1,454,464 Expenses: Hotel operating expenses (1) 322,012 308,603 923,239 870,689 Depreciation and amortization 90,139 84,261 266,192 243,812 General and administrative (4) 37,739 19,831 91,127 53,820 Acquisition related costs (5) 156 851 885 1,986 Total expenses 450,046 413,546 1,281,443 1,170,307 Operating income 93,470 98,340 286,490 284,157 Dividend income 626 — 1,375 — Interest income 89 11 227 32 Interest expense (including amortization of debt issuance costs and debt discounts of $2,122, $1,458, $6,114 and $4,374, respectively) (41,280) (36,628) (124,564) (107,918) Loss on early extinguishment of debt (6) (158) — (228) — Income before income taxes, equity in earnings (losses) of an investee and gain on sale of real estate 52,747 61,723 163,300 176,271 Income tax expense (948) (514) (3,483) (1,445) Equity in earnings (losses) of an investee 13 (24) 107 71 Income before gain on sale of real estate 51,812 61,185 159,924 174,897 Gain on sale of real estate (7) — — — 11,015 Net income 51,812 61,185 159,924 185,912 Preferred distributions (5,166) (5,166) (15,498) (15,498) Net income available for common shareholders $ 46,646 $ 56,019 $ 144,426 $ 170,414 Weighted average common shares outstanding (basic) $ 157,217 $ 151,359 $ 153,357 $ 150,476 Weighted average common shares outstanding (diluted) $ 157,263 $ 151,386 $ 153,390 $ 150,863 Net income available for common shareholders per common share (basic and diluted) $ 0.30 $ 0.37 $ 0.94 $ 1.13 See Notes to Condensed Consolidated Statements of Income on page 15.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 NOTES TO CONDENSED CONSOLID ATED S TA TEMENTS OF INCOM E 15 NOTES TO CONDENSED CONSOLIDATED STATEMENTS OF INCOME (dollar amounts in thousands, except per share data) (1) At September 30, 2016, we owned 305 hotels; 302 of these hotels are managed by hotel operating companies and three hotels are leased to hotel operating companies. At September 30, 2016, we also owned 198 travel centers; all 198 of these travel centers are leased to a travel center operating company under five lease agreements. Our condensed consolidated statements of income include hotel operating revenues and expenses of managed hotels and rental income from our leased hotels and travel centers. Certain of our managed hotels had net operating results that were, in the aggregate, $2,248 and $6,560 less than the minimum returns due to us in the three months ended September 30, 2016 and 2015, respectively, and $12,618 and $17,395 less than the minimum returns due to us in the nine months ended September 30, 2016 and 2015, respectively. When the managers of these hotels fund the shortfalls under the terms of our operating agreements or their guarantees, we reflect such fundings (including security deposit applications) in our condensed consolidated statements of income as a reduction of hotel operating expenses. There was no reduction to hotel operating expenses in the three months ended September 30, 2016 or 2015 and reductions of $592 and $1,295 in the nine months ended September 30, 2016 and 2015, respectively, as a result of such fundings. We had shortfalls at certain of our managed hotel portfolios not funded by the managers of these hotels under the terms of our operating agreements of $2,248 and $6,560 in the three months ended September 30, 2016 and 2015, respectively, and $12,026 and $16,100 in the nine months ended September 30, 2016 and 2015, respectively, which represent the unguaranteed portions of our minimum returns from Sonesta. Certain of our managed hotel portfolios had net operating results that were, in the aggregate, $35,123 and $28,969 more than the minimum returns due to us in the three months ended September 30, 2016 and 2015, respectively, and $80,867 and $65,973 more than the minimum returns due to us in the nine months ended September 30, 2016 and 2015, respectively. Certain of our guarantees and our security deposits may be replenished by a share of these excess cash flows from the applicable hotel operations pursuant to the terms of the respective operating 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 income as an increase to hotel operating expenses.  Hotel operating expenses were increased by $15,103 and $11,970 in the three months ended September 30, 2016 and 2015, respectively, and $33,897 and $27,551 in the nine months ended September 30, 2016 and 2015, respectively, as a result of such replenishments.  (2) Rental income includes $2,932 and $3,752 in the three months ended September 30, 2016 and 2015, respectively, and $10,377 and $5,807 in the nine months ended September 30, 2016 and 2015, respectively, of adjustments necessary to record scheduled rent increases under certain of our leases, the deferred rent obligations under our travel center leases and the estimated future payments to us under our travel center leases for the cost of removing underground storage tanks on a straight line basis. In calculating net income in accordance with GAAP, we generally recognize percentage rental income received for the first, second and third quarters in the fourth quarter, which is when all contingencies have been met and the income is earned. Rental income for the nine months ended September 30, 2015 includes $2,048 of percentage rent recorded because the amount was no longer contingent as a result of our lease modifications with TA . (3) Various percentages of total sales at certain of our hotels are escrowed as reserves for future renovations or refurbishment, or FF&E reserve escrows. We own all the FF&E reserve escrows for our hotels. We report deposits by our tenants into the escrow accounts under our three hotel leases as FF&E reserve income. We do not report the amounts which are escrowed as FF&E reserves for our managed hotels as FF&E reserve income. (4) Incentive fees under our business management agreement are payable after the end of each calendar year, are calculated based on common share total return, as defined, and are included in general and administrative expense in our condensed consolidated statements of income. In calculating net income in accordance with GAAP, HPT recognizes estimated business management incentive fee expense, if any, each quarter. We recorded estimated business management incentive fees of $25,036 and $8,561 during the three months ended September 30, 2016 and 2015, respectively, and $56,272 and $17,383 during the nine months ended September 30, 2016 and 2015, respectively. (5) Represents costs associated with our acquisition activities. (6) We recorded losses of $158 and $228 on early extinguishment of debt during the three and nine months ended September 30, 2016, respectively, in connection with the redemptions of certain senior unsecured notes. (7) We recorded an $11,015 gain on sale of real estate during the nine months ended September 30, 2015 in connection with the sale of five travel centers.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 CONDENSED CONSOLID ATED S TA TEMENTS OF CASH FLOW S 16 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Nine Months Ended September 30, 2016 2015 Cash flows from operating activities: Net income $ 159,924 $ 185,912 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 266,192 243,812 Amortization of debt issuance costs and debt discounts as interest 6,114 4,374 Straight line rental income (10,377) (5,807) Security deposits received or replenished 34,945 20,098 FF&E reserve income and deposits (57,890) (51,840) Loss on early extinguishment of debt 228 — Equity in earnings of an investee (107) (71) Gain on sale of real estate — (11,015) Other non-cash (income) expense, net (2,298) 650 Changes in assets and liabilities: Due from related persons (1,909) (1,629) Other assets (8,284) (7,479) Accounts payable and other liabilities (20,823) (19,838) Due to related persons (5,637) 17,739 Net cash provided by operating activities 360,078 374,906 Cash flows from investing activities: Real estate acquisitions and deposits (206,745) (380,926) Real estate improvements (122,239) (172,627) FF&E reserve escrow fundings (2,265) (6,505) Investment in The RMR Group Inc. — (15,196) Net cash used in investing activities (331,249) (575,254) Cash flows from financing activities: Proceeds from issuance of common shares, net 371,956 — Proceeds from issuance of senior unsecured notes, net of discounts 737,612 — Repayment of senior unsecured notes (575,000) — Borrowings under unsecured revolving credit facility 643,000 611,000 Repayments of unsecured revolving credit facility (958,000) (175,000) Payment of debt issuance costs (6,106) (5) Repurchase of common shares (583) (419) Distributions to preferred shareholders (15,498) (15,497) Distributions to common shareholders (230,358) (224,190) Net cash (used in) provided by financing activities (32,977) 195,889 Decrease in cash and cash equivalents (4,148) (4,459) Cash and cash equivalents at beginning of period 13,682 11,834 Cash and cash equivalents at end of period $ 9,534 $ 7,375 Supplemental cash flow information: Cash paid for interest $ 137,007 $ 119,885 Cash paid for income taxes 2,464 2,289 Non-cash investing activities: Hotel managers’ deposits in FF&E reserve $ 55,518 $ 49,774 Hotel managers’ purchases with FF&E reserve (48,388) (45,965) Investment in The RMR Group Inc. paid in common shares — 43,285 Real estate acquisitions — (45,042) Sales of real estate — 45,042


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 DEBT SUMMA RY 17 DEBT SUMMARY As of September 30, 2016 (dollars in thousands) Interest Principal Maturity Due at Years to Rate Balance Date Maturity Maturity Unsecured Floating Rate Debt: $1,000,000 unsecured revolving credit facility (1)(2) 1.620% $ 150,000 7/15/18 $ 150,000 1.8 $400,000 unsecured term loan (2)(3) 1.720% 400,000 4/15/19 $ 400,000 2.5 Subtotal / weighted average 1.693% $ 550,000 $ 550,000 2.3 Unsecured Fixed Rate Debt: Senior unsecured notes due 2018 6.700% 350,000 1/15/18 350,000 1.3 Senior unsecured notes due 2021 4.250% 400,000 2/15/21 400,000 4.5 Senior unsecured notes due 2022 5.000% 500,000 8/15/22 500,000 5.9 Senior unsecured notes due 2023 4.500% 300,000 6/15/23 300,000 6.7 Senior unsecured notes due 2024 4.650% 350,000 3/15/24 350,000 7.5 Senior unsecured notes due 2025 4.500% 350,000 3/15/25 350,000 8.5 Senior unsecured notes due 2026 5.250% 350,000 2/15/26 350,000 9.5 Convertible senior unsecured notes due 2027 3.800% 8,478 3/15/27 (4) 8,478 10.5 Subtotal / weighted average 4.971% $ 2,608,478 $ 2,608,478 6.2 Total / weighted average (5) 4.400% $ 3,158,478 $ 3,158,478 5.5 (1) We are required to pay interest on borrowings under our revolving credit facility at a rate of LIBOR plus a premium of 110 basis points. We also pay a facility fee of 20 basis points per annum on the total amount of lending commitments under our revolving credit facility. Both the interest rate premium and facility fee are subject to adjustment based upon changes to our credit ratings. The interest rate listed above is as of September 30, 2016. Subject to meeting conditions and payment of a fee, we may extend the maturity date to July 15, 2019. (2) The maximum borrowing availability under our revolving credit facility and term loan combined may be increased to up to $2,300,000 on certain terms and conditions. (3) We are required to pay interest on the amount outstanding under our term loan at a rate of LIBOR plus a premium of 120 basis points, subject to adjustment based on changes to our credit ratings. The interest rate listed above is as of September 30, 2016. Our term loan is prepayable without penalty at any time. (4) Our 3.8% convertible senior unsecured notes due 2027 are convertible, if certain conditions are met (including certain changes in control). Upon conversion, the holder of notes is entitled to receive cash in an amount equal to the principal amount of the notes and, to the extent the market price of our common shares then exceeds the conversion price of $49.70 per share, subject to adjustment, at our option either cash or our common shares valued based on such market price for such excess amount. Holders of our outstanding convertible senior unsecured notes may require us to repurchase all or a portion of the notes on March 15, 2017 and March 15, 2022, or upon the occurrence of certain change in control events. (5) Our total debt as of September 30, 2016, net of unamortized discounts and certain issuance costs totaling $37,270, was $3,121,208.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 DEBT M ATURIT Y SCHEDUL E 18 DEBT MATURITY SCHEDULE As of September 30, 2016 (dollars in thousands) Unsecured Unsecured Floating Fixed Year Rate Debt Rate Debt Total (4) 2017 $ — $ — $ — 2018 150,000 (1) 350,000 500,000 2019 400,000 (2) — 400,000 2021 — 400,000 400,000 2022 — 500,000 500,000 2023 — 300,000 300,000 2024 — 350,000 350,000 2025 — 350,000 350,000 2026 — 350,000 350,000 2027 — 8,478 (3) 8,478 $ 550,000 $ 2,608,478 $ 3,158,478 Percent of total debt 17.4% 82.6% 100% (1) Represents amounts outstanding under our $1,000,000 revolving credit facility at September 30, 2016. Subject to meeting conditions and payment of a fee, we may extend the maturity date to July 15, 2019. (2) Represents amounts outstanding on our term loan at September 30, 2016. Our term loan is prepayable without penalty at any time. (3) Our 3.8% convertible senior unsecured notes due 2027 are convertible, if certain conditions are met (including certain changes in control). Upon conversion, the holder of notes is entitled to receive cash in an amount equal to the principal amount of the notes and, to the extent the market price of our common shares then exceeds the conversion price of $49.70 per share, subject to adjustment, at our option either cash or our common shares valued based on such market price for such excess amount. Holders of our outstanding convertible senior unsecured notes may require us to repurchase all or a portion of the notes on March 15, 2017 and March 15, 2022, or upon the occurrence of certain change in control events. (4) Our total debt as of September 30, 2016, net of unamortized discounts and certain issuance costs totaling $37,270, was $3,121,208.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 LEVERAGE R ATIOS, COVERAGE R ATIOS AND PUBLIC DEBT COVENANT S 19 LEVERAGE RATIOS, COVERAGE RATIOS AND PUBLIC DEBT COVENANTS As of and For the Three Months Ended 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 Leverage Ratios: Total debt (book value) (1) / total gross assets (2) 34.6% 39.0% 39.6% 38.0% 37.7% Total debt (book value) (1) / gross book value of real estate assets (3) 36.3% 40.8% 41.3% 39.4% 39.6% Total debt (book value) (1) / total market capitalization (4) 37.6% 42.9% 44.7% 43.4% 43.9% Secured debt (book value) (1) / total assets 0.0% 0.0% 0.0% 0.0% 0.0% Variable rate debt (book value) (1) / total debt (book value) (1) 17.6% 18.0% 18.0% 26.3% 26.1% Coverage Ratios: Adjusted EBITDA (5) (6) / interest expense 5.1x 5.2x 4.5x 3.3x 5.3x Adjusted EBITDA (5) (6) / interest expense and preferred distributions 4.5x 4.6x 4.0x 2.9x 4.6x Total debt (book value) (1) / annualized Adjusted EBITDA (5) (6) 3.7x 4.1x 4.7x 6.6x 4.2x Public Debt Covenants: Total debt / adjusted total assets (7) - allowable maximum 60.0% 35.0% 39.4% 40.0% 37.9% 37.7% Secured debt / adjusted total assets (7) - allowable maximum 40.0% 0.0% 0.0% 0.0% 0.0% 0.0% Consolidated income available for debt service (8) / debt service - required minimum 1.50x 4.19x 4.27x 4.12x 3.50x 4.68x Total unencumbered assets (7) to unsecured debt - required minimum 150% 285.7% 253.5% 249.8% 264.1% 265.4% (1) Debt amounts are net of unamortized discounts and certain issuance costs. (2) Total gross assets is total assets plus accumulated depreciation. (3) Gross book value of real estate assets is real estate properties at cost, before purchase price allocations, less impairment writedowns, if any. (4) Total market capitalization is total debt plus the market value of our common and preferred shares at the end of each period. (5) See page 22 for the calculation of EBITDA and Adjusted EBITDA, and a reconciliation of these amounts to net income (loss) determined in accordance with GAAP. (6) Adjusted EBITDA for the three months ended December 31, 2015 includes $62,263 of incentive management fee expense. (7) Adjusted total assets and total unencumbered assets include original cost of real estate assets calculated in accordance with GAAP before impairment writedowns, if any, and exclude depreciation and amortization, accounts receivable and intangible assets. Consolidated income available for debt service is earnings from operations excluding interest expense, depreciation and amortization, loss on asset impairment, unrealized appreciation on assets held for sale, gains and losses on early extinguishment of debt, gains and losses on sales of property and amortization of deferred charges. (8) Consolidated income available for debt service for the three months ended September 30, 2016, June 30, 2016, March 31, 2016, December 31, 2015 and September 30, 2015 includes $25,036, $25,920, $5,316, $44,880 and $8,561, respectively, of incentive management fee expense.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 FF&E RESE RVE ESCROW S 20 FF&E RESERVE ESCROWS (1) (dollars in thousands) As of and For the Three Months Ended 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 FF&E reserves (beginning of period) $ 61,419 $ 55,891 $ 51,211 $ 44,296 $ 39,106 Manager deposits 20,050 19,603 15,542 17,607 18,683 HPT fundings (2): Marriott No. 1 1,109 715 441 794 1,294 Marriott No. 234 — — — — 500 Hotel improvements (21,972) (14,790) (11,303) (11,486) (15,287) FF&E reserves (end of period) $ 60,606 $ 61,419 $ 55,891 $ 51,211 $ 44,296 (1) Most of our hotel operating agreements require the deposit of a percentage of gross hotel revenues into escrows to fund FF&E reserves. For hotels under renovation or recently renovated, this requirement may be deferred for a period. Our management agreement with Wyndham Hotel Group, or Wyndham, requires FF&E reserve deposits subject to available cash flows, as defined in our Wyndham agreement. Our Sonesta agreement and our lease agreement with Morgans Hotel Group, or Morgans, do not require FF&E reserve deposits. We own all the FF&E reserve escrows for our hotels. (2) Represents FF&E reserve deposits not funded by hotel operations, but separately funded by us. The operating agreements for our hotels generally provide that, if necessary, we will provide FF&E funding in excess of escrowed reserves. To the extent we make such fundings, our contractual annual minimum returns or rents generally increase by a percentage of the amounts we fund.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 PROPERT Y ACQUISITION AND DISPOSITION INFORM ATION SINCE JANUA RY 1, 201 6 21 PROPERTY ACQUISITION AND DISPOSITION INFORMATION SINCE JANUARY 1, 2016 As of September 30, 2016 (dollars in thousands) ACQUISITIONS: Average Number Purchase Date of Rooms Operating Purchase Price per Acquired Properties Brand Location / Suites Agreement Price (1) Room / Suite 2/1/2016 1 Sonesta ES Suites Cleveland, OH 158 Sonesta $ 7,200 $ 46 2/1/2016 1 Sonesta ES Suites Westlake, OH 104 Sonesta $ 4,800 $ 46 3/16/2016 1 Kimpton Hotel Monaco Portland, OR 221 InterContinental $ 114,000 $ 516 3/31/2016 1 TravelCenters of America Hillsboro, TX N/A TA No. 4 $ 19,683 N/A 6/22/2016 1 Petro Stopping Centers Brazil, IN N/A TA No. 3 $ 10,682 N/A 6/22/2016 1 Petro Stopping Centers Remington, IN N/A TA No. 1 $ 13,194 N/A 6/30/2016 1 Petro Stopping Centers Wilmington, IL N/A TA No. 2 $ 22,297 N/A 9/14/2016 — (2) TravelCenters of America Holbrook, AZ N/A TA No. 4 $ 325 N/A 9/30/2016 1 TravelCenters of America Caryville, TN N/A TA No. 2 $ 16,557 N/A Total / Weighted Average 8 483 $ 208,738 $ 261 (1) Represents cash purchase price and excludes acquisition related costs. (2) Represents our acquisition of a land parcel adjacent to one of our travel centers. DISPOSITIONS: There were no property dispositions since January 1, 2016.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 CALCUL ATION OF EBITD A AND ADJUSTED EBITD A 22 CALCULATION OF EBITDA AND ADJUSTED EBITDA (1) (in thousands) For the Three Months Ended, For the Nine Months Ended September 30, 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 2016 2015 Net income (loss) $ 51,812 $ 56,061 $ 52,051 $ (19,494) $ 61,185 $ 159,924 $ 185,912 Add: Interest expense 41,280 41,698 41,586 36,980 36,628 124,564 107,918 Income tax expense 948 2,160 375 121 514 3,483 1,445 Depreciation and amortization 90,139 88,782 87,271 85,964 84,261 266,192 243,812 EBITDA 184,179 188,701 181,283 103,571 182,588 554,163 539,087 Add (Less): Acquisition related costs (2) 156 117 612 389 851 885 1,986 General and administrative expense paid in common shares (3) 985 870 422 379 713 2,277 3,726 Estimated business management incentive fee (4) 25,036 25,920 5,316 (17,383) 8,561 56,272 17,383 Loss on distribution to common shareholders of RMR common stock (5) — — — 36,773 — — — Loss on early extinguishment of debt (6) 158 — 70 — — 228 — Gain on sale of real estate (7) — — — — — — (11,015) Adjusted EBITDA $ 210,514 $ 215,608 $ 187,703 $ 123,729 $ 192,713 $ 613,825 $ 551,167 (1) Please see page 24 for definitions of EBITDA and Adjusted EBITDA and a description of why we believe the presentation of these measures provide useful information to investors. (2) Represents costs associated with our acquisition activities. (3) Amounts represent the portion of business management fees that were payable in our common shares as well as equity compensation awarded to our trustees, our officers and certain employees of RMR's operating subsidiary, RMR LLC. Effective June 1, 2015, all business management fees are paid in cash. (4) Amounts represent estimated incentive fees under our business management agreement calculated based on common share total return, as defined. In calculating net income in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, each quarter. Although we recognize this expense, if any, each quarter for purposes of calculating net income, we do not include these amounts in the calculation of Adjusted EBITDA until the fourth quarter, which is when the actual incentive fee expense amount for the year, if any, is determined. Incentive fees for 2015 were paid in cash in January 2016. (5) We recorded a $36,773 non-cash loss on the distribution to common shareholders of RMR common stock to our shareholders in the three months ended December 31, 2015 as a result of the closing price of RMR common stock being lower than our carrying amount per share on the day we distributed RMR common stock to our shareholders. (6) We recorded losses of $158 and $70 on early extinguishment of debt during the three months ended September 30, 2016 and March 31, 2016, respectively, in connection with the redemptions of certain senior unsecured notes. (7) We recorded an $11,015 gain on sale of real estate during the three months ended June 30, 2015 in connection with the sale of five travel centers.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 CALCUL ATION OF FUNDS FROM OPER ATIONS (FFO) AND NORMALIZED FF O AV AILABLE FOR COMMON SHAREHOLDERS 23 CALCULATION OF FUNDS FROM OPERATIONS (FFO) AND NORMALIZED FFO AVAILABLE FOR COMMON SHAREHOLDERS (1) (dollar amounts in thousands, except per share data) For the Three Months Ended, For the Nine Months Ended September 30, 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 2016 2015 Net income (loss) available for common shareholders $ 46,646 $ 50,895 $ 46,885 $ (24,660) $ 56,019 $ 144,426 $ 170,414 Add (Less): Depreciation and amortization 90,139 88,782 87,271 85,964 84,261 266,192 243,812 Gain on sale of real estate (2) — — — — — — (11,015) FFO available for common shareholders 136,785 139,677 134,156 61,304 140,280 410,618 403,211 Add (Less): Acquisition related costs (3) 156 117 612 389 851 885 1,986 Estimated business management incentive fees (4) 25,036 25,920 5,316 (17,383) 8,561 56,272 17,383 Loss on distribution to common shareholders of RMR common stock (5) — — — 36,773 — — — Loss on early extinguishment of debt (6) 158 — 70 — — 228 — Normalized FFO available for common shareholders $ 162,135 $ 165,714 $ 140,154 $ 81,083 $ 149,692 $ 468,003 $ 422,580 Weighted average shares outstanding (basic) 157,217 151,408 151,402 151,400 151,359 153,357 150,476 Weighted average shares outstanding (diluted) 157,263 151,442 151,415 151,400 151,386 153,390 150,863 Basic and diluted per share common share amounts: Net income (loss) available for common shareholders (basic and diluted) $ 0.30 $ 0.34 $ 0.31 $ (0.16) $ 0.37 $ 0.94 $ 1.13 FFO available for common shareholders (basic) $ 0.87 $ 0.92 $ 0.89 $ 0.40 $ 0.93 $ 2.68 $ 2.68 FFO available for common shareholders (diluted) $ 0.87 $ 0.92 $ 0.89 $ 0.40 $ 0.93 $ 2.68 $ 2.67 Normalized FFO available for common shareholders (basic) $ 1.03 $ 1.09 $ 0.93 $ 0.54 $ 0.99 $ 3.05 $ 2.81 Normalized FFO available for common shareholders (diluted) $ 1.03 $ 1.09 $ 0.93 $ 0.54 $ 0.99 $ 3.05 $ 2.80 (1) Please see page 24 for definitions of FFO and Normalized FFO available for common shareholders, a description of why we believe the presentation of these measures provides useful information to investors regarding our financial condition and results of operations and a description of how we use these measures. (2) We recorded an $11,015 gain on sale of real estate during the three months ended June 30, 2015 in connection with the sale of five travel centers. (3) Represents costs associated with our acquisition activities. (4) Amounts represent estimated incentive fees under our business management agreement calculated based on common share total return, as defined. In calculating net income in accordance with GAAP, we recognize estimated business management incentive fee expense, if any, each quarter. Although we recognize this expense, if any, each quarter for purposes of calculating net income, we do not include these amounts in the calculation of Normalized FFO available for common shareholders until the fourth quarter, which is when the actual incentive fee expense amount for the year, if any, is determined. Incentive fees for 2015 were paid in cash in January 2016. (5) We recorded a $36,773 non-cash loss on the distribution of RMR common stock to our shareholders during the three months ended December 31, 2015 as a result of the closing price of RMR common stock being lower than our carrying amount per share on the day we distributed RMR common stock to our shareholders. (6) We recorded losses of $158 and $70 on early extinguishment of debt during the three months ended September 30, 2016 and March 31, 2016, respectively, in connection with the redemptions of certain senior unsecured notes.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 NON-GAA P FINANCIA L MEASURES DEFINITION S 24 Non-GAAP Financial Measures Definitions Definition of EBITDA and Adjusted EBITDA We calculate EBITDA and Adjusted EBITDA as shown on page 22. We consider EBITDA and Adjusted EBITDA to be appropriate supplemental measures of our operating performance, along with net income, net income available for common shareholders and operating income. We believe that EBITDA and Adjusted EBITDA provide useful information to investors because by excluding the effects of certain historical amounts, such as interest, depreciation and amortization expense, EBITDA and Adjusted EBITDA may facilitate a comparison of current operating performance with our past operating performance. In calculating Adjusted EBITDA, we include business management incentive fees only in the fourth quarter versus the quarter when they are recognized as expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business management incentive fees will ultimately be payable when all contingencies for determining any such fees are determined at the end of the calendar year. EBITDA and Adjusted EBITDA do not represent cash generated by operating activities in accordance with GAAP and should not be considered an alternative to net income, net income available for common shareholders or operating income as an indicator of operating performance or as a measure of our liquidity. These measures should be considered in conjunction with net income, net income available for common shareholders and operating income as presented in our condensed consolidated statements of income. Other real estate companies and REITs may calculate EBITDA and Adjusted EBITDA differently than we do. Definition of FFO and Normalized FFO We calculate FFO available for common shareholders and Normalized FFO available for common shareholders as shown on page 23. FFO available for common shareholders is calculated on the basis defined by The National Association of Real Estate Investment Trusts, or NAREIT, which is net income available for common shareholders calculated in accordance with GAAP, excluding any gain or loss on sale of properties and loss on impairment of real estate assets, plus real estate depreciation and amortization, as well as certain other adjustments currently not applicable to us. Our calculation of Normalized FFO available for common shareholders differs from NAREIT's definition of FFO available for common shareholders because we include business management incentive fees, if any, only in the fourth quarter versus the quarter when they are recognized as expense in accordance with GAAP due to their quarterly volatility not necessarily being indicative of our core operating performance and the uncertainty as to whether any such business management incentive fees will ultimately be payable when all contingencies for determining any such fees are determined at the end of the calendar year and we exclude acquisition related costs, loss on distribution to common shareholders of RMR common stock and loss on early extinguishment of debt. We consider FFO available for common shareholders and Normalized FFO available for common shareholders to be appropriate supplemental measures of operating performance for a REIT, along with net income, net income available for common shareholders and operating income. We believe that FFO available for common shareholders and Normalized FFO available for common shareholders provide useful information to investors because by excluding the effects of certain historical amounts, such as depreciation expense, FFO available for common shareholders and Normalized FFO available for common shareholders may facilitate a comparison of our operating performance between periods and with other REITs. FFO available for common shareholders and Normalized FFO available for common shareholders are among the factors considered by our Board of Trustees when determining the amount of distributions to shareholders. Other factors include, but are not limited to, requirements to maintain our qualification for taxation as a REIT, limitations in our credit agreement and public debt covenants, the availability to us of debt and equity capital, our expectation of our future capital requirements and operating performance and our expected needs for and availability of cash to pay our obligations. FFO available for common shareholders and Normalized FFO available for common shareholders do not represent cash generated by operating activities in accordance with GAAP and should not be considered as alternatives to net income, net income available for common shareholders or operating income as an indicator of our operating performance or as a measure of our liquidity. These measures should be considered in conjunction with net income, net income available for common shareholders and operating income as presented in our condensed consolidated statements of income. Other real estate companies and REITs may calculate FFO available for common shareholders and Normalized FFO available for common shareholders differently than we do.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 OPERATING AGREEMENTS AND PORTFOLIO INFORMATION Wyndham Atlanta Galleria, Atlanta, GA Operator: Wyndham Hotel Group Guest Rooms: 296 Courtyard Mahwah, Mahwah, NJ Operator: Marriott International, Inc. Guest Rooms: 146


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 PORTFOLIO B Y OPER ATING AGREEMENT AND MANAGER 26 PORTFOLIO BY OPERATING AGREEMENT AND MANAGER As of September 30, 2016 (dollars in thousands) Percent of Percent of Percent of Total Total Total Percent of Investment Annual Annual Number of Number of Number of Number of Total Per Minimum Minimum By Operating Agreement (1): Properties Properties Rooms / Suites Rooms / Suites Investment (2) Investment Room / Suite Return / Rent (3) Return / Rent Marriott (no. 1) 53 11% 7,610 16% $ 690,765 8% $ 91 $ 68,583 9% Marriott (no. 234) 68 14% 9,120 20% 1,000,439 11% 110 106,243 14% Marriott (no. 5) 1 0% 356 0% 90,078 1% 253 10,116 1% Subtotal / Average Marriott 122 25% 17,086 36% 1,781,282 20% 104 184,942 24% InterContinental 94 19% 14,403 31% 1,677,641 19% 116 160,338 21% Sonesta 33 6% 6,093 13% 1,140,710 13% 187 85,964 11% Wyndham 22 4% 3,579 8% 384,354 4% 107 28,171 4% Hyatt 22 4% 2,724 6% 301,942 3% 111 22,037 3% Carlson 11 2% 2,090 5% 209,895 2% 100 12,920 1% Morgans 1 0% 372 1% 120,000 1% 323 7,595 1% Subtotal / Average Hotels 305 60% 46,347 100% 5,615,824 62% 121 501,967 65% TA (No. 1) 40 8% N/A N/A 654,945 7% N/A 50,885 6% TA (No. 2) 40 8% N/A N/A 657,701 7% N/A 51,696 7% TA (No. 3) 39 8% N/A N/A 615,505 7% N/A 52,262 7% TA (No. 4) 39 8% N/A N/A 562,563 6% N/A 49,629 6% TA (No. 5) 40 8% N/A N/A 852,253 11% N/A 66,685 9% Subtotal / Average TA 198 40% N/A N/A 3,342,967 38% N/A 271,157 35% Total / Average 503 100% 46,347 100% $ 8,958,791 100% $ 121 $ 773,124 100% (1) See pages 28 through 30 for additional information regarding each of our operating agreements. (2) Represents 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. (3) Each of our management agreements or leases provides for payment to us of an annual minimum return or minimum rent, respectively. Certain of these minimum payment amounts are secured by full or limited guarantees or security deposits as more fully described on pages 28 through 30. In addition, certain of our hotel management agreements provide for payment to us of additional amounts to the extent of available cash flows as defined in the management agreement. Payments of these additional amounts are not guaranteed or secured by deposits. Annualized minimum rent amounts represent cash rent amounts due to us and exclude adjustments, if any, necessary to recognize rental income on a straight line basis in accordance with GAAP.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 PORTFOLIO B Y BRAN D 27 PORTFOLIO BY BRAND As of September 30, 2016 (dollars in thousands) Percent of Percent of Total Total Percent of Investment Number of Number of Number of Number of Total Per Brand Manager Properties Properties Rooms / Suites Rooms / Suites Investment (1) Investment Room / Suite Courtyard by Marriott® Marriott 71 14% 10,265 22% $ 975,848 12% $ 95 Candlewood Suites® InterContinental 61 12% 7,553 16% 586,472 7% 78 Residence Inn by Marriott® Marriott 35 7% 4,488 10% 538,875 6% 120 Royal Sonesta Hotels® Sonesta 4 1% 1,571 3% 473,195 5% 301 Sonesta ES Suites® Sonesta 25 5% 3,077 7% 435,207 5% 141 Crowne Plaza® InterContinental 7 1% 2,711 6% 359,240 4% 133 Staybridge Suites® InterContinental 19 4% 2,364 5% 331,291 4% 140 Hyatt Place® Hyatt 22 4% 2,724 6% 301,942 3% 111 Wyndham Hotels and Resorts® and Wyndham Grand® Wyndham 6 1% 1,823 4% 283,027 3% 155 Sonesta Hotels & Resorts® Sonesta 4 1% 1,445 3% 232,308 3% 161 InterContinental Hotels and Resorts® InterContinental 3 1% 800 2% 217,749 2% 272 Marriott Hotels and Resorts® Marriott 2 1% 748 2% 131,127 2% 175 The Clift Hotel® Morgans 1 0% 372 1% 120,000 1% 323 Radisson® Hotels & Resorts Carlson 5 1% 1,128 2% 119,630 1% 106 Kimpton® Hotels & Restaurants InterContinental 1 0% 221 0% 114,000 1% 516 TownePlace Suites by Marriott® Marriott 12 2% 1,321 2% 110,870 1% 84 Hawthorn Suites® Wyndham 16 3% 1,756 4% 101,327 1% 58 Country Inns & Suites by Carlson® Carlson 5 1% 753 2% 78,528 1% 104 Holiday Inn® InterContinental 3 1% 754 2% 68,889 1% 91 SpringHill Suites by Marriott® Marriott 2 0% 264 1% 24,562 0% 93 Park Plaza® Hotels & Resorts Carlson 1 0% 209 0% 11,737 0% 56 TravelCenters of America® TA 149 30% 0 N/A 2,335,173 26% N/A Petro Stopping Centers® TA 49 10% 0 N/A 1,007,794 11% N/A Total / Average 503 100% 46,347 100% $ 8,958,791 100% $ 121 (1) Represents historical cost of 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.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 OPER ATING AGREEMENT INFORM ATIO N 28 Marriott No. 1- We lease 53 Courtyard by Marriott® branded hotels in 24 states to one of our taxable REIT subsidiaries, or TRSs. The hotels are managed by a subsidiary of Marriott International, Inc., or 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. We have no security deposit or guaranty from Marriott for these 53 hotels. Accordingly, payment by Marriott of the minimum return due to us under this management agreement is limited to available hotel cash flows after payment of operating expenses and funding of the FF&E reserve. In addition to our minimum return, this agreement provides for payment to us of 50% of available cash flows after payment of hotel operating expenses, funding of the required FF&E reserve, payment of our minimum return and payment of certain management fees. Marriott No. 234- We lease 68 of our Marriott branded hotels (one full service Marriott®, 35 Residence Inn by Marriott®, 18 Courtyard by Marriott®, 12 TownePlace Suites by Marriott® and two SpringHill Suites by Marriott® hotels) in 22 states to one of our TRSs. The hotels are managed by subsidiaries of Marriott under a combination management agreement which expires in 2025; Marriott has two renewal options for 10 years each for all, but not less than all, of the hotels. We originally held a security deposit of $64,700 under this agreement to cover payment shortfalls of our minimum return. As of September 30, 2016, the available balance of this security deposit was $17,449. This security deposit may be replenished from a share of future cash flows from these hotels in excess of our minimum return and certain management fees. Marriott has also provided us with a $40,000 limited guaranty for payment shortfalls up to 90% of our minimum return after the available security deposit balance has been depleted, which expires in 2019. As of September 30, 2016, the available Marriott guaranty was $30,672. In addition to our minimum return, this agreement provides for payment to us of 62.5% of excess cash flows after payment of hotel operating expenses, funding of the required FF&E reserve, payment of our minimum return, payment of certain management fees and replenishment of the security deposit. This additional return amount is not guaranteed or secured by the security deposit. Marriott No. 5- We lease one Marriott® branded hotel in Kauai, HI to a subsidiary of Marriott under a lease that expires in 2019. 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. Marriott has four renewal options for 15 years each. This lease is guaranteed by Marriott and provides for increases in the annual minimum rent payable to us based on changes in the consumer price index. InterContinental- We lease 93 InterContinental branded hotels (19 Staybridge Suites®, 61 Candlewood Suites®, two InterContinental®, seven Crowne Plaza®, three Holiday Inn® and one Kimpton® Hotels & Restaurants) in 28 states in the U.S. and Ontario, Canada to one of our TRSs. These 93 hotels are managed by subsidiaries of InterContinental under a combination management agreement. We lease one additional InterContinental® branded hotel in Puerto Rico to a subsidiary of InterContinental. The annual minimum return amount presented in the table on page 26 includes $7,899 of minimum rent related to the leased Puerto Rico hotel. The management agreement and the lease expire in 2036; InterContinental has two renewal options for 15 years each for all, but not less than all, of the hotels. As of September 30, 2016, we held a security deposit of $70,963 under this agreement to cover payment shortfalls of our minimum return. This security deposit may be replenished and increased up to $100,000 from future cash flows from these hotels in excess of our minimum return and rent and certain management fees. Under this agreement, InterContinental is required to maintain a minimum security deposit of $37,000. In addition to our minimum return, this management agreement provides for an annual additional return payment to us of $12,067 to the extent of available cash flows after payment of hotel operating expenses, funding of the required FF&E reserve, if any, payment of our minimum return, payment of certain management fees and replenishment and expansion of the security deposit. In addition, the agreement provides for payment to us of 50% of the available cash flows after payment to us of the annual additional return amount. These additional return amounts are not guaranteed or secured by the security deposit we hold. OPERATING AGREEMENT INFORMATION As of September 30, 2016 (dollars in thousands)


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 OPER ATING AGREEMENT INFORM ATIO N 29 Sonesta- We lease our 33 Sonesta branded hotels (four Royal Sonesta Hotels®, four Sonesta Hotels & Resorts® and 25 Sonesta ES Suites® hotels) in 18 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. We have no security deposit or guaranty from Sonesta. Accordingly, payment by Sonesta of the minimum return due to us under this management agreement is limited to available hotel cash flows after the payment of operating expenses, including certain management fees, and we are financially responsible for operating cash flows deficits, if any. In addition to our minimum return, this management agreement provides for payment to us of 80% of available cash flows after payment of hotel operating expenses, management fees to Sonesta, our minimum return, an imputed FF&E reserve to us and reimbursement of operating loss or working capital advances, if any. Wyndham- We lease our 22 Wyndham branded hotels (six Wyndham Hotels and Resorts® and 16 Hawthorn Suites® hotels) in 14 states to one of our TRSs. The hotels are managed by a subsidiary of Wyndham under a combination management agreement which expires in 2038; Wyndham has two renewal options for 15 years each for all, but not less than all, of the hotels. We also lease 48 vacation units in one of the hotels to Wyndham Vacation Resorts, Inc., or Wyndham Vacation, under a lease that expires in 2037; Wyndham Vacation has two renewal options for 15 years each for all, but not less than all, of the vacation units. The lease is guaranteed by Wyndham and provides for rent increases of 3% per annum. The annual minimum return amount presented in the table on page 26 includes $1,366 of minimum rent related to the Wyndham Vacation lease. We have a guaranty of $35,656 under this agreement to cover payment shortfalls of our minimum return, subject to an annual payment limit of $17,828. This guaranty expires in 2020. As of September 30, 2016, the available Wyndham guaranty was $3,416. In addition to our minimum return, this management agreement provides for payment to us of 50% of available cash flows after payment of hotel operating expenses, payment of our minimum return, funding of the FF&E reserve, if any, payment of certain management fees and reimbursement of any Wyndham guaranty advances. This additional return amount is not guaranteed. Hyatt- 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 Hotels Corporation, or 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. We originally had a guaranty of $50,000 under this agreement to cover payment shortfalls of our minimum return. As of September 30, 2016, the available Hyatt guaranty was $18,654. The guaranty is limited in amount but does not expire in time and may be replenished from a share of future cash flows from the hotels in excess of our minimum return. In addition to our minimum return, this management agreement provides for payment to us of 50% of available cash flows after payment of operating expenses, funding the required FF&E reserve, payment of our minimum return and reimbursement to Hyatt of working capital and guaranty advances, if any. This additional return is not guaranteed. Carlson- We lease our 11 Carlson Hotels Worldwide, or Carlson, branded hotels (five Radisson® Hotels & Resorts, one Park Plaza® Hotels & Resorts and five Country Inns & Suites® hotels) in seven states to one of our TRSs. The hotels are managed by a subsidiary of Carlson under a combination management agreement that expires in 2030; Carlson has two renewal options for 15 years each for all, but not less than all, of the hotels. We originally had a limited guaranty of $40,000 under this agreement to cover payment shortfalls of our minimum return. As of September 30, 2016, the available Carlson guaranty was $29,047. The guaranty is limited in amount but does not expire in time and may be replenished from a share of future cash flows from the hotels in excess of our minimum return. In addition to our minimum return, this management agreement provides for payment to us of 50% of available cash flows after payment of operating expenses, funding the required FF&E reserve, payment of our minimum return and reimbursement to Carlson of working capital and guaranty advances, if any. This additional return is not guaranteed. OPERATING AGREEMENT INFORMATION As of September 30, 2016 (dollars in thousands)


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 OPER ATING AGREEMENT INFORM ATIO N 30 Morgans- We lease the Clift Hotel, a full service hotel in San Francisco, CA, to a subsidiary of Morgans under a lease agreement that expires in 2103. The lease currently provides for annual rent to us of $7,595. On October 14, 2019 and on each fifth anniversary thereafter during the lease term, the rent due to us will be increased based on changes in the consumer price index with minimum increases of 10% and maximum increases of 20%. Although the contractual lease terms would qualify this lease as a direct financing lease under GAAP, we account for this lease as an operating lease due to uncertainty regarding the collection of future rent increases and we recognize rental income from this lease on a cash basis, in accordance with GAAP. TA No. 1- We lease 40 travel centers (36 TravelCenters of America® branded travel centers and four Petro Stopping Centers® branded travel centers) in 29 states to a subsidiary of TA under a lease that expires in 2029; TA has two renewal options for 15 years each for all, but not less than all, of these travel centers.  In addition to the payment of our minimum rent, beginning in 2016, this lease provides for payment to us of percentage rent based on increases in total non-fuel revenues over base year levels (3% of non-fuel revenues above 2015 non-fuel revenues). TA’s previously deferred rent of $27,421 is due at the expiration of the initial term of this lease. This lease is guaranteed by TA.  TA No. 2- We lease 40 travel centers (38 TravelCenters of America® branded travel centers and two Petro Stopping Centers® branded travel centers) in 27 states to a subsidiary of TA under a lease that expires in 2028; TA has two renewal options for 15 years each for all, but not less than all, of these travel centers.  In addition to the payment of our minimum rent, beginning in 2016, this lease provides for payment to us of percentage rent based on increases in total non-fuel revenues over base year levels (3% of non-fuel revenues above 2015 non-fuel revenues). TA’s previously deferred rent of $29,107 is due at the expiration of the initial term of this lease. This lease is guaranteed by TA.  TA No. 3- We lease 39 travel centers (38 TravelCenters of America® branded travel centers and one Petro Stopping Centers® branded travel center) in 29 states to a subsidiary of TA under a lease that expires in 2026; TA has two renewal options for 15 years each for all, but not less than all, of these travel centers.  In addition to the payment of our minimum rent, beginning in 2016, this lease provides for payment to us of percentage rent based on increases in total non-fuel revenues over base year levels (3% of non-fuel revenues above 2015 non-fuel revenues). TA’s previously deferred rent of $29,324 is due at the expiration of the initial term of this lease. This lease is guaranteed by TA.  TA No. 4- We lease 39 travel centers (37 TravelCenters of America® branded travel centers and two Petro Stopping Centers® branded travel centers) in 28 states to a subsidiary of TA under a lease that expires in 2030; TA has two renewal options for 15 years each for all, but not less than all, of these travel centers.  In addition to the payment of our minimum rent, beginning in 2016, this lease provides for payment to us of percentage rent based on increases in total non-fuel revenues over base year levels (3% of non-fuel revenues above 2015 non-fuel revenues). TA’s previously deferred rent of $21,233 is due at the expiration of the initial term of this lease. This lease is guaranteed by TA.  TA No. 5- We lease 40 Petro Stopping Centers® branded travel centers in 25 states to a subsidiary of TA under a lease that expires in 2032; TA has two renewal options for 15 years each for all, but not less than all, of these travel centers.  In addition to the payment of our minimum rent, this lease provides for payment to us of percentage rent based on increases in total non-fuel revenues over base year levels (3% of non-fuel revenues above 2012 non-fuel revenues). We have waived an aggregate of $2,500 of percentage rent as of September 30, 2016, the full amount we previously agreed to waive under the TA No. 5 lease. TA’s previously deferred rent of $42,915 is due on June 30, 2024. This lease is guaranteed by TA.  OPERATING AGREEMENT INFORMATION As of September 30, 2016 (dollars in thousands)


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 OPER ATING S TA TISTICS B Y HOTE L OPER ATING AGREEMENT AND MANAGE R 31 OPERATING STATISTICS BY HOTEL OPERATING AGREEMENT AND MANAGER No. of For the Three Months Ended For the Nine Months Ended No. of Rooms / September 30, September 30, Hotels Suites 2016 2015 Change 2016 2015 Change ADR Marriott (no. 1) 53 7,610 $ 134.12 $ 130.38 2.9% $ 133.42 $ 129.15 3.3% Marriott (no. 234) 68 9,120 132.04 128.66 2.6% 130.64 127.52 2.4% Marriott (no. 5) 1 356 254.86 243.56 4.6% 253.20 239.67 5.6% Subtotal / Average Marriott 122 17,086 135.98 132.00 3.0% 134.82 130.91 3.0% InterContinental (1) 94 14,403 116.44 112.68 3.3% 116.22 111.73 4.0% Sonesta (1) 33 6,093 145.33 139.61 4.1% 145.18 140.87 3.1% Wyndham 22 3,579 102.00 100.04 2.0% 99.18 97.78 1.4% Hyatt 22 2,724 108.31 105.43 2.7% 109.73 107.31 2.3% Carlson 11 2,090 115.19 111.22 3.6% 111.90 109.15 2.5% Morgans 1 372 271.14 287.76 (5.8%) 269.78 271.12 (0.5%) All Hotels Total / Average 305 46,347 $ 126.69 $ 123.05 3.0% $ 125.94 $ 122.19 3.1% OCCUPANCY Marriott (no. 1) 53 7,610 74.7% 76.6% (1.9) pts 72.1% 72.5% (0.4) pts Marriott (no. 234) 68 9,120 78.8% 78.8% 0.0 pts 77.8% 76.5% 1.3 pts Marriott (no. 5) 1 356 91.8% 84.0% 7.8 pts 88.6% 86.2% 2.4 pts Subtotal / Average Marriott 122 17,086 77.2% 77.9% (0.7) pts 75.5% 74.9% 0.6 pts InterContinental (1) 94 14,403 86.3% 86.0% 0.3 pts 83.2% 83.8% (0.6) pts Sonesta (1) 33 6,093 72.7% 70.3% 2.4 pts 68.5% 69.5% (1.0) pts Wyndham 22 3,579 77.2% 75.4% 1.8 pts 73.9% 72.1% 1.8 pts Hyatt 22 2,724 82.7% 82.1% 0.6 pts 82.2% 80.0% 2.2 pts Carlson 11 2,090 78.9% 76.4% 2.5 pts 73.7% 75.1% (1.4) pts Morgans 1 372 94.3% 96.5% (2.2) pts 94.2% 92.5% 1.7 pts All Hotels Total / Average 305 46,347 80.0% 79.6% 0.4 pts 77.3% 77.2% 0.1 pts RevPAR Marriott (no. 1) 53 7,610 $ 100.19 $ 99.87 0.3% $ 96.20 $ 93.63 2.7% Marriott (no. 234) 68 9,120 104.05 101.38 2.6% 101.64 97.55 4.2% Marriott (no. 5) 1 356 233.96 204.59 14.4% 224.34 206.60 8.6% Subtotal / Average Marriott 122 17,086 104.98 102.83 2.1% 101.79 98.05 3.8% InterContinental (1) 94 14,403 100.49 96.90 3.7% 96.70 93.63 3.3% Sonesta (1) 33 6,093 105.65 98.15 7.6% 99.45 97.90 1.6% Wyndham 22 3,579 78.74 75.43 4.4% 73.29 70.50 4.0% Hyatt 22 2,724 89.57 86.56 3.5% 90.20 85.85 5.1% Carlson 11 2,090 90.88 84.97 7.0% 82.47 81.97 0.6% Morgans 1 372 255.69 277.69 (7.9%) 254.13 250.79 1.3% All Hotels Total / Average 305 46,347 $ 101.35 $ 97.95 3.5% $ 97.35 $ 94.33 3.2% (1) Operating data includes data for periods prior to our ownership of certain hotels. "ADR" is average daily rate; "RevPAR" is room revenue per available room. All operating data presented are based upon the operating results provided by our managers and tenants for the indicated periods. We have not independently verified our managers' or tenants' operating data.


 
Hospitality Properties Trust Supplemental Operating and Financial Data, September 30, 2016 COVERAGE B Y OPER ATING AGREEMENT AND MANAGE R 32 COVERAGE BY OPERATING AGREEMENT AND MANAGER (1) Number of For the Twelve Months Ended Operating Agreement Properties 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 Marriott (no. 1) 53 1.39x 1.38x 1.35x 1.33x 1.29x Marriott (no. 234) 68 1.13x 1.13x 1.11x 1.08x 1.07x Marriott (no. 5) 1 0.73x 0.62x 0.63x 0.55x 0.51x Subtotal Marriott 122 1.21x 1.19x 1.17x 1.14x 1.12x InterContinental 94 1.22x 1.20x 1.19x 1.19x 1.18x Sonesta 33 0.73x 0.68x 0.67x 0.69x 0.70x Wyndham 22 0.94x 0.92x 0.89x 0.91x 0.87x Hyatt 22 1.17x 1.18x 1.16x 1.12x 1.04x Carlson 11 1.27x 1.23x 1.23x 1.32x 1.30x Morgans 1 1.07x 1.20x 1.18x 1.18x 1.09x Subtotal Hotels 305 1.11x 1.09x 1.08x 1.08x 1.06x TA (No. 1) 40 1.68x 1.65x 1.65x 1.73x 1.85x TA (No. 2) 40 1.53x 1.53x 1.56x 1.75x 1.94x TA (No. 3) 39 1.58x 1.55x 1.59x 1.74x 1.97x TA (No. 4) 39 1.56x 1.56x 1.60x 1.76x 1.97x TA (No. 5) 40 1.59x 1.59x 1.59x 1.71x 1.87x Subtotal TA 198 1.59x 1.58x 1.60x 1.74x 1.91x Total 503 1.28x 1.26x 1.26x 1.30x 1.34x Number of For the Three Months Ended Operating Agreement Properties 9/30/2016 6/30/2016 3/31/2016 12/31/2015 9/30/2015 Marriott (no. 1) 53 1.59x 1.72x 1.16x 1.07x 1.56x Marriott (no. 234) 68 1.23x 1.33x 1.04x 0.94x 1.20x Marriott (no. 5) 1 0.89x 0.48x 0.92x 0.64x 0.45x Subtotal Marriott 122 1.34x 1.43x 1.08x 0.97x 1.29x InterContinental 94 1.35x 1.34x 1.12x 1.08x 1.26x Sonesta 33 0.88x 1.09x 0.42x 0.52x 0.69x Wyndham 22 1.17x 1.38x 0.38x 0.82x 1.09x Hyatt 22 1.12x 1.45x 1.14x 0.97x 1.17x Carlson 11 1.72x 1.48x 1.04x 0.83x 1.55x Morgans 1 1.13x 1.07x 1.16x 0.94x 1.63x Subtotal Hotels 305 1.25x 1.34x 0.95x 0.92x 1.18x TA (No. 1) 40 1.88x 1.71x 1.42x 1.71x 1.78x TA (No. 2) 40 1.73x 1.57x 1.27x 1.54x 1.78x TA (No. 3) 39 1.83x 1.63x 1.34x 1.53x 1.72x TA (No. 4) 39 1.78x 1.60x 1.36x 1.51x 1.76x TA (No. 5) 40 1.69x 1.66x 1.43x 1.60x 1.68x Subtotal TA 198 1.78x 1.64x 1.37x 1.58x 1.74x Total 503 1.44x 1.44x 1.09x 1.14x 1.37x (1) We define coverage as combined total property level revenues minus all property level expenses and FF&E reserve escrows which are not subordinated to minimum returns and minimum rent payments due to us (which data is provided to us by our managers or tenants), divided by the minimum return or minimum rent payments due to us. Coverage amounts for our Sonesta, InterContinental and TA Nos. 1, 2, 3 and 4 agreements include data for periods prior to our ownership of certain properties. All operating data presented are based upon the operating results provided by our managers and tenants for the indicated periods. We have not independently verified our managers' or tenants’ operating data.