10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2017

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-31775

ASHFORD HOSPITALITY TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland	86-1062192
(State or other jurisdiction of incorporation or organization)	(IRS employer identification number)
14185 Dallas Parkway, Suite 1100 Dallas, Texas	75254
(Address of principal executive offices)	(Zip code)

(972) 490-9600

(Registrant’s telephone number, including area code)

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

Title of each class	Name of each exchange on which registered
Common Stock	New York Stock Exchange
Preferred Stock, Series D	New York Stock Exchange
Preferred Stock, Series F	New York Stock Exchange
Preferred Stock, Series G	New York Stock Exchange
Preferred Stock, Series H	New York Stock Exchange
Preferred Stock, Series I	New York Stock Exchange

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. þ  Yes    ¨  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨  Yes     þ  No

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.    þ  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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)    þ  Yes    ¨  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

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

Large accelerated filer	o		Accelerated filer	þ
Non-accelerated filer	o	(Do not check if a smaller reporting company)	Smaller reporting company	o
			Emerging growth company	o

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) if 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    þ  No

As of June 30, 2017, the aggregate market value of 91,538,835 shares of the registrant’s common stock held by non-affiliates was approximately $556,556,000.

As of March 12, 2018, the registrant had 97,379,879 shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement pertaining to the 2018 Annual Meeting of Stockholders are incorporated herein by reference into Part III of this Form 10-K.

ASHFORD HOSPITALITY TRUST, INC.

YEAR ENDED DECEMBER 31, 2017

INDEX TO FORM 10-K

		Page
PART I
Item 1.	Business	3
Item 1A.	Risk Factors	8
Item 1B.	Unresolved Staff Comments	34
Item 2.	Properties	35
Item 3.	Legal Proceedings	38
Item 4.	Mine Safety Disclosures	38
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	38
Item 6.	Selected Financial Data	43
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	44
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	66
Item 8.	Financial Statements and Supplementary Data	67
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	111
Item 9A.	Controls and Procedures	111
Item 9B.	Other Information	113
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	113
Item 11.	Executive Compensation	113
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	113
Item 13.	Certain Relationships and Related Transactions, and Director Independence	113
Item 14.	Principal Accounting Fees and Services	113
PART IV
Item 15.	Financial Statement Schedules and Exhibits	113
Item 16.	Form 10-K Summary	113
SIGNATURES

This Annual Report is filed by Ashford Hospitality Trust, Inc., a Maryland corporation (the “Company”). Unless the context otherwise requires, all references to the Company include those entities owned or controlled by the Company. In this report, the terms “the Company,” “Ashford Trust,” “we,” “us” or “our” mean Ashford Hospitality Trust, Inc. and all entities included in its consolidated financial statements.

FORWARD-LOOKING STATEMENTS

Throughout this Form 10-K and documents incorporated herein by reference, we make forward-looking statements that are subject to risks and uncertainties. These forward-looking statements include information about possible, estimated or assumed future results of our business, financial condition and liquidity, results of operations, plans, and objectives. Statements regarding the following subjects are forward-looking by their nature:

• our business and investment strategy, including our ability to complete proposed business transactions described herein or the expected benefit of any such transactions;

• anticipated or expected purchases or sales of assets;

• our projected operating results;

• completion of any pending transactions;

• our ability to obtain future financing arrangements;

• our understanding of our competition;

• market trends;

• projected capital expenditures; and

• the impact of technology on our operations and business.

Such forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance taking into account all information currently known to us. These beliefs, assumptions, and expectations can change as a result of many potential events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity, results of operations, plans, and other objectives may vary materially from those expressed in our forward-looking statements. Additionally, the following factors could cause actual results to vary from our forward-looking statements:

• factors discussed in this Form 10-K, including those set forth under the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” and “Properties;”

• general volatility of the capital markets and the market price of our common and preferred stock;

• changes in our business or investment strategy;

• availability, terms, and deployment of capital;

• availability of qualified personnel;

• changes in our industry and the market in which we operate, interest rates, or local economic conditions;

• the degree and nature of our competition;

• actual and potential conflicts of interest with our advisor, Remington Lodging & Hospitality, LLC, our executive officers and our non-independent directors;

• changes in governmental regulations, accounting rules, tax rates and similar matters;

• legislative and regulatory changes, including changes to the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and related rules, regulations and interpretations governing the taxation of REITs; and

• limitations imposed on our business and our ability to satisfy complex rules in order for us to qualify as a REIT for federal income tax purposes.

When we use words or phrases such as “will likely result,” “may,” “anticipate,” “estimate,” “should,” “expect,” “believe,” “intend,” or similar expressions, we intend to identify forward-looking statements. You should not place undue reliance on these forward-looking statements. We are not obligated to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

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PART I

Item 1. Business

GENERAL

Ashford Hospitality Trust, Inc., together with its subsidiaries, is an externally-advised real estate investment trust (“REIT”) focused on investing opportunistically in the hospitality industry with a focus predominantly on full-service upscale and upper upscale hotels in the U.S. that have a revenue per available room (“RevPAR”) generally less than two times the U.S. national average. Additional information can be found on our website at www.ahtreit.com. We were formed as a Maryland corporation in May 2003 and commenced operations in August 2003, as a self-advised REIT. In November 2014, we completed the spin-off of our asset management business, forming Ashford Inc. as a separate publicly traded company, and we became advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc. We continue to own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly-owned subsidiary of the Company, serves as the sole general partner of our operating partnership.

We are advised by Ashford LLC through an advisory agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.

Our hotel properties are primarily branded under the widely recognized upscale and upper upscale brands of Hilton, Hyatt, Marriott and Intercontinental Hotels Group. Currently, all of our hotel properties are located in the United States. As of December 31, 2017, we owned interests in the following:

• 120 consolidated hotel properties, including 118 (two which are held for sale) directly owned and two owned through a majority-owned investment in a consolidated entity, which represent 25,058 total rooms (or 25,031 net rooms excluding those attributable to our partner);

• 89 hotel condominium units at WorldQuest Resort in Orlando, Florida;

• a 28.6% ownership in Ashford Inc. common stock with a carrying value of $437,000 and a fair value of $55.6 million; and

• a 16.2% ownership in OpenKey with a carrying value of $2.5 million.

For federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of December 31, 2017, all of our 120 hotel properties were leased or owned by our wholly-owned and majority-owned subsidiaries that are treated as taxable REIT subsidiaries for federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages eligible independent contractors to operate the hotel properties under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations.

We do not operate any of our hotel properties directly; instead we employ hotel management companies to operate them for us under management contracts. Remington Lodging & Hospitality, LLC, together with its affiliates (“Remington Lodging”), is one of our property managers, and is beneficially wholly-owned by Mr. Monty J. Bennett, our Chairman, and Mr. Archie Bennett, Jr., our Chairman Emeritus. As of December 31, 2017, Remington Lodging managed 82 of our 120 hotel properties and the WorldQuest Resort.

BUSINESS STRATEGIES

Based on our primary business objectives and forecasted operating conditions, our current key priorities and financial strategies include, among other things:

• acquisition of hotel properties that will be accretive to our portfolio;

• disposition of non-core hotel properties;

• pursuing capital market activities to enhance long-term stockholder value;

• preserving capital, enhancing liquidity, and continuing current cost saving measures;

• implementing selective capital improvements designed to increase profitability and to maintain the quality of our assets;

• implementing effective asset management strategies to minimize operating costs and increase revenues;

• financing or refinancing hotels on competitive terms;

• utilizing hedges and derivatives to mitigate risks; and

• making other investments or divestitures that our board of directors deems appropriate.

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Our current investment strategy is to focus on owning predominantly full-service hotels in the upscale and upper upscale segments in domestic and international markets that have RevPAR generally less than twice the national average. We believe that as supply, demand, and capital market cycles change, we will be able to shift our investment strategy to take advantage of new lodging-related investment opportunities as they may develop. Our board of directors may change our investment strategy at any time without stockholder approval or notice.

While our current investment strategy is focused on direct hotel investments, as the business cycle changes and the hotel markets continue to improve, we may invest in a variety of lodging-related assets based upon our evaluation of diverse market conditions including our cost of capital and the expected returns from those investments. Our investments may include: (i) direct hotel investments; (ii) mezzanine financing through origination or acquisition; (iii) first-lien mortgage financing through origination or acquisition; (iv) sale-leaseback transactions; and (v) other hospitality transactions.

Our strategy is designed to take advantage of lodging industry conditions and adjust to changes in market circumstances over time. Our assessment of market conditions will determine asset reallocation strategies. While we seek to capitalize on favorable market fundamentals, conditions beyond our control may have an impact on overall profitability and our investment returns. We will continue to seek ways to benefit from the cyclical nature of the hotel industry.

Our strategy of combining lodging-related equity and debt investments seeks, among other things, to:

• capitalize on both current yield and price appreciation, while simultaneously offering diversification of types of assets within the hospitality industry; and

• vary investments across an array of hospitality assets to take advantage of market cycles for each asset class.

To take full advantage of future investment opportunities in the lodging industry, we intend to invest according to the asset allocation strategies described below. However, due to ongoing changes in market conditions, we will continually evaluate the appropriateness of our investment strategies. Our board of directors may change any or all of these strategies at any time without stockholder approval or notice.

Direct Hotel Investments—In selecting hotels to acquire, we target hotels that offer either a high current return or the opportunity to increase in value through repositioning, capital investments, market-based recovery, or improved management practices. Our direct hotel acquisition strategy primarily targets full-service upscale and upper upscale hotels with RevPAR less than twice the national average in primary, secondary, and resort markets, typically throughout the United States and will seek to achieve both current income and appreciation. In addition, we will continue to assess our existing hotel portfolio and make strategic decisions to sell certain under-performing or non-strategic hotels that do not fit our investment strategy or criteria due to micro or macro market changes or other reasons.

Mezzanine Financing—Subordinated loans, or mezzanine loans, that we acquire or originate may relate to a diverse segment of hotels that are located across the U.S. These mezzanine loans are secured by junior mortgages on hotels or pledges of equity interests in entities owning hotels. As the global economic environment improves and the hotel industry stabilizes, we may refocus our efforts on the acquisition or origination of mezzanine loans. Given the greater repayment risks of these types of loans, to the extent we acquire or originate them in the future, we will have a more conservative approach in underwriting these assets. Mezzanine loans that we acquire in the future may be secured by individual assets as well as cross-collateralized portfolios of assets.

First Mortgage Financing—From time to time, we may acquire or originate first mortgages. As the dynamics in the capital markets and the hotel industry make first-mortgage investments more attractive, we may acquire, potentially at a discount to par, or originate loans secured by first priority mortgages on hotels. We may be subject to certain state-imposed licensing regulations related to commercial mortgage lenders, with which we intend to comply. However, because we are not a bank or a federally chartered lending institution, we are not subject to state and federal regulatory constraints imposed on such entities.

Sale-Leaseback Transactions—To date, we have not participated in any sale-leaseback transactions. However, if the lodging industry fundamentals shift such that sale-leaseback transactions become more attractive investments, we may purchase hotels and lease them back to their existing hotel owners.

Other Transactions—We may also invest in other lodging related assets or businesses that offer diversification, attractive risk adjusted returns, and/or capital allocation benefits.

BUSINESS SEGMENTS

We currently operate in one business segment within the hotel lodging industry: direct hotel investments. A discussion of our operating segment is incorporated by reference to note 20 to our consolidated financial statements set forth in Part II, Item 8. Financial Statements and Supplementary Data.

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FINANCING STRATEGY

We utilize debt to increase equity returns. When evaluating our future level of indebtedness and making decisions regarding the incurrence of indebtedness, our board of directors considers a number of factors, including:

• our leverage levels across the portfolio;

• the purchase price of our investments to be acquired with debt financing;

• impact on financial covenants;

• cost of debt;

• loan maturity schedule;

• the estimated market value of our investments upon refinancing;

• the ability of particular investments, and our Company as a whole, to generate cash flow to cover expected debt service; and

• trailing twelve months net operating income of the hotel to be financed.

We may incur debt in the form of purchase money obligations to the sellers of properties, publicly or privately placed debt instruments, or financing from banks, institutional investors, or other lenders. Any such indebtedness may be secured or unsecured by mortgages or other interests in our properties. This indebtedness may be recourse, non-recourse, or cross-collateralized. If recourse, such recourse may include our general assets or be limited to the particular investment to which the indebtedness relates. In addition, we may invest in properties or loans subject to existing loans secured by mortgages or similar liens on the properties, or we may refinance properties acquired on a leveraged basis. We may also from time to time receive additional capital from our advisor in the form of key money.

We may use the proceeds from any borrowings for working capital, consistent with industry practice, to:

• purchase interests in partnerships or joint ventures;

• finance the origination or purchase of debt investments; or

• finance acquisitions, expand, redevelop or improve existing properties, or develop new properties or other uses.

In addition, if we do not have sufficient cash available, we may need to borrow to meet taxable income distribution requirements under the Internal Revenue Code. No assurances can be given that we will obtain additional financings or, if we do, what the amount and terms will be. Our failure to obtain future financing under favorable terms could adversely impact our ability to execute our business strategy. In addition, we may selectively pursue debt financing on our individual properties and debt investments.

DISTRIBUTION POLICY

In December 2016, the board of directors approved our dividend policy for 2017 with an annualized target of $0.48 per share. For the year ended December 31, 2017, we declared annual dividends of $0.48 per share. We may incur indebtedness to meet distribution requirements imposed on REITs under the Internal Revenue Code to the extent that working capital and cash flow from our investments are insufficient to fund required distributions. We may elect to pay dividends on our common stock in cash or a combination of cash and shares of securities as permitted under federal income tax laws governing REIT distribution requirements. We may pay dividends in excess of our cash flow.

Distributions are authorized by our board of directors and declared by us based upon a variety of factors deemed relevant by our directors. No assurance can be given that our dividend policy will not change in the future. In December 2017, the board of directors approved our dividend policy for 2018 and we expect to pay a quarterly dividend of $0.12 per share during 2018. The adoption of a dividend policy does not commit our board of directors to declare future dividends or the amount thereof. The board of directors will continue to review our dividend policy on a quarterly basis. Our ability to pay distributions to our stockholders will depend, in part, upon our receipt of distributions from our operating partnership. This, in turn, may depend upon receipt of lease payments with respect to our properties from indirect, wholly-owned subsidiaries of our operating partnership and the management of our properties by our property managers. Distributions to our stockholders are generally taxable to our stockholders as ordinary income. However, since a portion of our investments are equity ownership interests in hotels, which result in depreciation and non-cash charges against our income, a portion of our distributions may constitute a non-taxable return of capital, to the extent of a stockholder’s tax basis in the stock. To the extent that it is consistent with maintaining our REIT status, we may maintain accumulated earnings of Ashford TRS in that entity.

Our charter allows us to issue preferred stock with a preference on distributions, such as our Series D, Series F, Series G, Series H and Series I preferred stock. The partnership agreement of our operating partnership also allows the operating partnership to issue units with a preference on distributions. The issuance of these series of preferred stock and units together with any similar

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issuance in the future, given the dividend preference on such stock or units, could limit our ability to make a dividend distribution to our common stockholders.

COMPETITION

The hotel industry is highly competitive and the hotels in which we invest are subject to competition from other hotels for guests. Competition is based on a number of factors, most notably convenience of location, availability of rooms, brand affiliation, price, range of services, guest amenities or accommodations offered and quality of customer service. Competition is often specific to the individual markets in which our properties are located and includes competition from existing and new hotels. Increased competition could have a material adverse effect on the occupancy rate, average daily room rate and room revenue per available room of our hotels or may require us to make capital improvements that we otherwise would not have to make, which may result in decreases in our profitability.

Our principal competitors include other hotel operating companies, ownership companies (including hotel REITs) and national and international hotel brands. We face increased competition from providers of less expensive accommodations, such as select-service hotels or independent owner-managed hotels, during periods of economic downturn when leisure and business travelers become more sensitive to room rates. We may also experience competition from alternative types of accommodations such as Airbnb.

EMPLOYEES

We have no employees. Our appointed officers and employees are provided by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc. (collectively, our “advisor”). Services which would otherwise be provided by employees are provided by Ashford LLC and by our executive officers. Ashford LLC has approximately 102 full-time employees. These employees directly or indirectly perform various acquisition, development, asset management, capital markets, accounting, tax, risk management, legal, redevelopment, and corporate management functions pursuant to the terms of our advisory agreement.

ENVIRONMENTAL MATTERS

Under various federal, state, and local laws and regulations, an owner or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances on such property. These laws often impose liability without regard to whether the owner knew of, or was responsible for, the presence of hazardous or toxic substances. Furthermore, a person who arranges for the disposal of a hazardous substance or transports a hazardous substance for disposal or treatment from property owned by another may be liable for the costs of removal or remediation of hazardous substances released into the environment at that property. The costs of remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to promptly remediate such substances, may adversely affect the owner’s ability to sell the affected property or to borrow using the affected property as collateral. In connection with the ownership and operation of our properties, we, our operating partnership, or Ashford TRS may be potentially liable for any such costs. In addition, the value of any lodging property loan we originate or acquire would be adversely affected if the underlying property contained hazardous or toxic substances.

Phase I environmental assessments, which are intended to identify potential environmental contamination for which our properties may be responsible, have been obtained on substantially all of our properties. Such Phase I environmental assessments included:

• historical reviews of the properties;

• reviews of certain public records;

• preliminary investigations of the sites and surrounding properties;

• screening for the presence of hazardous substances, toxic substances, and underground storage tanks; and

• the preparation and issuance of a written report.

Such Phase I environmental assessments did not include invasive procedures, such as soil sampling or ground water analysis. Such Phase I environmental assessments have not revealed any environmental liability that we believe would have a material adverse effect on our business, assets, results of operations, or liquidity, and we are not aware of any such liability. To the extent Phase I environmental assessments reveal facts that require further investigation, we would perform a Phase II environmental assessment. However, it is possible that these environmental assessments will not reveal all environmental liabilities. There may be material environmental liabilities of which we are unaware, including environmental liabilities that may have arisen since the environmental assessments were completed or updated. No assurances can be given that (i) future laws, ordinances, or regulations will not impose any material environmental liability, or (ii) the current environmental condition of our properties will not be affected by the condition of properties in the vicinity (such as the presence of leaking underground storage tanks) or by third parties unrelated to us.

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We believe our properties are in compliance in all material respects with all federal, state, and local ordinances and regulations regarding hazardous or toxic substances and other environmental matters. Neither we nor, to our knowledge, any of the former owners of our properties have been notified by any governmental authority of any material noncompliance, liability, or claim relating to hazardous or toxic substances or other environmental matters in connection with any of our properties.

INSURANCE

We maintain comprehensive insurance, including liability, property, workers’ compensation, rental loss, environmental, terrorism, and, when available on commercially reasonable terms, flood, wind and earthquake insurance, with policy specifications, limits, and deductibles customarily carried for similar properties. Certain types of losses (for example, matters of a catastrophic nature such as acts of war or substantial known environmental liabilities) are either uninsurable or require substantial premiums that are not economically feasible to maintain. Certain types of losses, such as those arising from subsidence activity, are insurable only to the extent that certain standard policy exceptions to insurability are waived by agreement with the insurer. We believe, however, that our properties are adequately insured, consistent with industry standards.

FRANCHISE LICENSES

We believe that the public’s perception of quality associated with a franchisor can be an important feature in the operation of a hotel. Franchisors provide a variety of benefits for franchisees, which include national advertising, publicity, and other marketing programs designed to increase brand awareness, training of personnel, continuous review of quality standards, and centralized reservation systems.

As of December 31, 2017, we owned interests in 120 hotel properties, 113 of which operated under the following franchise licenses or brand management agreements:

Embassy Suites is a registered trademark of Hilton Hospitality, Inc.

Hilton is a registered trademark of Hilton Hospitality, Inc.

Hilton Garden Inn is a registered trademark of Hilton Hospitality, Inc.

Hampton Inn is a registered trademark of Hilton Hospitality, Inc.

Homewood Suites is a registered trademark of Hilton Hospitality, Inc.

Marriott is a registered trademark of Marriott International, Inc.

SpringHill Suites is a registered trademark of Marriott International, Inc.

Residence Inn by Marriott is a registered trademark of Marriott International, Inc.

Courtyard by Marriott is a registered trademark of Marriott International, Inc.

Fairfield Inn by Marriott is a registered trademark of Marriott International, Inc.

TownePlace Suites is a registered trademark of Marriott International, Inc.

Renaissance is a registered trademark of Marriott International, Inc.

Ritz-Carlton is a registered trademark of Marriott International, Inc.

Hyatt Regency is a registered trademark of Hyatt Hotels Corporation.

Le Meridien is a registered trademark of Marriott International, Inc.

Sheraton is a registered trademark of Marriott International, Inc.

W is a registered trademark of Marriott International, Inc.

Westin is a registered trademark of Marriott International, Inc.

Crowne Plaza is a registered trademark of InterContinental Hotels Group.

Hotel Indigo is a registered trademark of InterContinental Hotels Group.

One Ocean is a registered trademark of Remington Hotels LP.

Our management companies, including Remington Lodging, must operate each hotel pursuant to the terms of the related franchise or brand management agreement and must use their best efforts to maintain the right to operate each hotel pursuant to such terms. In the event of termination of a particular franchise or brand management agreement, our management companies

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must operate any affected hotels under another franchise or brand management agreement, if any, that we enter into. We anticipate that many of the additional hotels we acquire could be operated under franchise licenses or brand management agreements as well.

Our franchise licenses and brand management agreements generally specify certain management, operational, recordkeeping, accounting, reporting, and marketing standards and procedures with which the franchisee or brand operator must comply, including requirements related to:

• training of operational personnel;

• safety;

• maintaining specified insurance;

• types of services and products ancillary to guestroom services that may be provided;

• display of signage; and

• type, quality, and age of furniture, fixtures, and equipment included in guestrooms, lobbies, and other common areas.

SEASONALITY

Our properties’ operations historically have been seasonal as certain properties maintain higher occupancy rates during the summer months, while certain other properties maintain higher occupancy rates during the winter months. This seasonality pattern can cause fluctuations in our quarterly lease revenue under our percentage leases. We anticipate that our cash flows from the operations of our properties will be sufficient to enable us to make quarterly distributions to maintain our REIT status. To the extent that cash flows from operations are insufficient during any quarter due to temporary or seasonal fluctuations in lease revenue, we expect to utilize other cash on hand or borrowings to fund required distributions. However, we cannot make any assurances that we will make distributions in the future.

ACCESS TO REPORTS AND OTHER INFORMATION

We maintain a website at www.ahtreit.com. On our website, we make available free-of-charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file or furnish such material with the Securities and Exchange Commission (the “SEC”). In addition, our Code of Business Conduct and Ethics, Code of Ethics for the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, Corporate Governance Guidelines, and Board Committee Charters are also available free-of-charge on our website or can be made available in print upon request.

All reports filed with the SEC may also be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E. Washington, DC 20549-1090. Further information regarding the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. In addition, all of our filed reports can be obtained at the SEC’s website at www.sec.gov.

Item 1A. Risk Factors

RISKS RELATED TO OUR BUSINESS

A financial crisis or economic slowdown may harm the operating performance of the hotel industry generally. If such events occur, we may be harmed by declines in occupancy, average daily room rates and/or other operating revenues.

The performance of the lodging industry has been closely linked with the performance of the general economy and, specifically, growth in the U.S. gross domestic product. A majority of our hotels are classified as upscale and upper upscale. In an economic downturn, these types of hotels may be more susceptible to a decrease in revenue, as compared to hotels in other categories that have lower room rates. This characteristic may result from the fact that upscale and upper upscale hotels generally target business and high-end leisure travelers. In periods of economic difficulties, business and leisure travelers may seek to reduce travel costs by limiting travel or seeking to reduce costs on their trips. Any economic recession will likely have an adverse effect on us.

Continued or renewed economic weakness in the U.S. economy, generally, or a new recession would likely adversely affect our financial condition.

Failure of the hotel industry to exhibit sustained improvement or to improve as expected may adversely affect us.

A substantial part of our business plan is based on our belief that the lodging markets in which we invest will experience improving economic fundamentals in the future, despite that fundamentals have already substantially improved over the last several years. In particular, our business strategy is dependent on our expectation that key industry performance indicators, especially RevPAR, will continue to improve. There can be no assurance as to whether or to what extent, hotel industry fundamentals will

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continue to improve. In the event conditions in the industry do not sustain improvement or improve as we expect, or deteriorate, we may be adversely affected.

The hotel industry is highly competitive and the hotels in which we invest are subject to competition from other hotels for guests.

The hotel business is highly competitive. Our hotel properties will compete on the basis of location, room rates, quality, amenities, reputation and reservations systems, among many factors. There are many competitors in the hotel industry, and many of these competitors may have substantially greater marketing and financial resources than we have. This competition could reduce occupancy levels and room revenue at our hotels. Over-building in the lodging industry may increase the number of rooms available and may decrease occupancy and room rates. In addition, in periods of weak demand, as may occur during a general economic recession, profitability is negatively affected by the fixed costs of operating hotels. We may also face competition from services such as Airbnb.

Because we depend upon our advisor and its affiliates to conduct our operations, any adverse changes in the financial condition of our advisor or its affiliates or our relationship with them could hinder our operating performance.

We depend on our advisor to manage our assets and operations. Any adverse changes in the financial condition of our advisor or its affiliates or our relationship with our advisor could hinder its ability to manage us successfully.

We depend on our advisor’s key personnel with long-standing business relationships. The loss of our advisor’s key personnel could threaten our ability to operate our business successfully.

Our future success depends, to a significant extent, upon the continued services of our advisor’s management team and the extent and nature of the relationships they have developed with hotel franchisors, operators, and owners and hotel lending and other financial institutions. The loss of services of one or more members of our advisor’s management team could harm our business and our prospects.

The aggregate amount of fees and expense reimbursements paid to our advisor will exceed the average of internalized expenses of our industry peers (as provided in our advisory agreement), as a percentage of total market capitalization. As a part of these fees, we must pay a minimum advisory fee to our advisor regardless of our performance.

Pursuant to the advisory agreement between us and our advisor, we must pay our advisor a quarterly base management fee (subject to a minimum fee described below), that is based on a declining scale percentage of our total market capitalization (as defined in our advisory agreement) plus the Key Money Asset Management Fee (as defined in our advisory agreement), an annual incentive fee that will be based on our achievement of certain minimum performance thresholds and certain expense reimbursements. For each quarter, the minimum base management fee will be equal to the greater of (i) 90% of the base fee paid for the same quarter in the prior year; and (ii) the “G&A Ratio” multiplied by our total market capitalization for such quarter. The “G&A Ratio” will be calculated as the simple average of the ratios of total general and administrative expenses paid, less any non-cash expenses but including any dead-deal costs, in the applicable quarter by each member of a select peer group, divided by the total market capitalization of such peer group member (as provided in our advisory agreement.) Since the base management fee is subject to this minimum amount and because a portion of such fees are contingent on our performance, the fees we pay to our advisor may fluctuate over time. However, regardless of our advisor’s performance, the total amount of fees and reimbursements paid to our advisor as a percentage of market capitalization will never be less than the average of internalized expenses of our industry peers (as provided in our advisory agreement), and there may be times when the total amount of fees and incentives paid to our advisor greatly exceeds the average of internalized expenses of our industry peers.

Our advisor’s entitlement to non-performance-based compensation, including the minimum base management fee, might reduce its incentive to devote its time and effort to seeking investments that provide attractive risk-adjusted returns for our portfolio. Further, our incentive fee structure may induce our advisor to encourage us to acquire certain assets, including speculative or high risk assets, or to acquire assets with increased leverage, which could increase the risk to our portfolio.

Our joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on a co-venturer’s financial condition and disputes between us and our co-venturers.

We have in the past and may continue to co-invest with third parties through partnerships, joint ventures or other entities, acquiring controlling or non-controlling interests in, or sharing responsibility for, managing the affairs of a property, partnership, joint venture or other entity. In such event, we may not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. Investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt, suffer a deterioration in their financial condition or fail to fund their share of required capital contributions.

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Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, budgets, or financing, if neither we nor the partner or co-venturer has full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers or directors from focusing their time and effort on our business. Consequently, actions by, or disputes with, partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.

Our business strategy depends on our continued growth. We may fail to integrate recent and additional investments into our operations or otherwise manage our planned growth, which may adversely affect our operating results.

Our business plan contemplates a period of continued growth in the next several years. We cannot assure you that we will be able to adapt our management, administrative, accounting, and operational systems, or our advisor will be able to hire and retain sufficient operational staff to successfully integrate and manage any future acquisitions of additional assets without operating disruptions or unanticipated costs. Acquisitions of any additional portfolios of properties or mortgages would generate additional operating expenses for us. Any future acquisitions may also require us to enter into property improvement plans that will increase our operating expenses. As we acquire additional assets, we will be subject to the operational risks associated with owning those assets. Our failure to successfully integrate any future acquisitions into our portfolio could have a material adverse effect on our results of operations and financial condition and our ability to pay dividends to our stockholders.

Because our board of directors and our advisor have broad discretion to make future investments, we may make investments that result in returns that are substantially below expectations or that result in net operating losses.

Our board of directors and our advisor have broad discretion, within the investment criteria established by our board of directors, to make additional investments and to determine the timing of such investments. In addition, our investment policies may be revised from time to time at the discretion of our board of directors, without a vote of our stockholders. Such discretion could result in investments with yield returns inconsistent with expectations.

We may be unable to identify additional investments that meet our investment criteria or to acquire the properties we have under contract.

We cannot assure you that we will be able to identify real estate investments that meet our investment criteria, that we will be successful in completing any investment we identify, or that any investment we complete will produce a return on our investment. Moreover, we have broad authority to invest in any real estate investments that we may identify in the future. We also cannot assure you that we will acquire properties we currently have under firm purchase contracts, if any, or that the acquisition terms we have negotiated will not change.

Hotel franchise or license requirements or the loss of a franchise could adversely affect us.

We must comply with operating standards, terms, and conditions imposed by the franchisors of the hotel brands under which our hotels operate. Franchisors periodically inspect their licensed hotels to confirm adherence to their operating standards. The failure of a hotel to maintain standards could result in the loss or cancellation of a franchise license. With respect to operational standards, we rely on our property managers to conform to such standards. Franchisors may also require us to make certain capital improvements to maintain the hotel in accordance with system standards, the cost of which can be substantial. It is possible that a franchisor could condition the continuation of a franchise based on the completion of capital improvements that our advisor or board of directors determines is not economically feasible in light of general economic conditions, the operating results or prospects of the affected hotel or other circumstances. In that event, our advisor or board of directors may elect to allow the franchise to lapse or be terminated, which could result in a termination charge as well as a change in brand franchising or operation of the hotel as an independent hotel. In addition, when the term of a franchise expires, the franchisor has no obligation to issue a new franchise.

The loss of a franchise could have a material adverse effect on the operations and/or the underlying value of the affected hotel because of the loss of associated name recognition, marketing support and centralized reservation systems provided by the franchisor.

Our investments are concentrated in particular segments of a single industry.

Nearly all of our business is hotel related. Our current strategy is predominantly to acquire upscale to upper upscale hotels, as well as when conditions are favorable acquire first mortgages on hotel properties, invest in other mortgage-related instruments such as mezzanine loans to hotel owners and operators, and participate in hotel sale-leaseback transactions. Adverse conditions

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in the hotel industry will have a material adverse effect on our operating and investment revenues and cash available for distribution to our stockholders.

Our reliance on third party property managers, including Remington Lodging, to operate our hotels and for a substantial majority of our cash flow may adversely affect us.

Because U.S. federal income tax laws restrict REITs and their subsidiaries from operating or managing hotels, third parties must operate our hotels. A REIT may lease its hotels to taxable REIT subsidiaries in which the REIT can own up to a 100% interest. A taxable REIT subsidiary (“TRS”) pays corporate-level income tax and may retain any after-tax income. A REIT must satisfy certain conditions to use the TRS structure. One of those conditions is that the TRS must hire, to manage the hotels, an “eligible independent contractor” (“EIC”) that is actively engaged in the trade or business of managing hotels for parties other than the REIT. An EIC cannot (i) own more than 35% of the REIT, (ii) be owned more than 35% by persons owning more than 35% of the REIT, or (iii) provide any income to the REIT (i.e., the EIC cannot pay fees to the REIT, and the REIT cannot own any debt or equity securities of the EIC). Accordingly, while we may lease hotels to a TRS that we own, the TRS must engage a third-party operator to manage the hotels. Thus, our ability to direct and control how our hotels are operated is less than if we were able to manage our hotels directly.

We have entered into management agreements with Remington Lodging, which is owned 100% by Messrs. Archie and Monty J. Bennett, to manage 82 of our 120 hotel properties and the WorldQuest condominium properties as of December 31, 2017. We have hired unaffiliated third-party property managers to manage our remaining properties. We do not supervise any of the property managers or their respective personnel on a day-to-day basis, and we cannot assure you that the property managers will manage our properties in a manner that is consistent with their respective obligations under the applicable management agreement or our obligations under our hotel franchise agreements. We also cannot assure you that our property managers will not be negligent in their performance, will not engage in criminal or fraudulent activity, or will not otherwise default on their respective management obligations to us. If any of the foregoing occurs, our relationships with any franchisors may be damaged, we may be in breach of our franchise agreement, and we could incur liabilities resulting from loss or injury to our property or to persons at our properties. In addition, from time to time, disputes may arise between us and our third-party managers regarding their performance or compliance with the terms of the hotel management agreements, which in turn could adversely affect us. We generally will attempt to resolve any such disputes through discussions and negotiations; however, if we are unable to reach satisfactory results through discussions and negotiations, we may choose to terminate our management agreement, litigate the dispute or submit the matter to third-party dispute resolution, the expense of which may be material and the outcome of which may adversely affect us.

Our cash flow from the hotels may be adversely affected if our managers fail to provide quality services and amenities or if they or their affiliates fail to maintain a quality brand name. In addition, our managers or their affiliates may manage, and in some cases may own, invest in or provide credit support or operating guarantees, to hotels that compete with hotel properties that we own or acquire, which may result in conflicts of interest and decisions regarding the operation of our hotels that are not in our best interests. Any of these circumstances could adversely affect us.

Our management agreements could adversely affect our sale or financing of hotel properties.

We have entered into management agreements, and acquired properties subject to management agreements, that do not allow us to replace hotel managers on relatively short notice or with limited cost or contain other restrictive covenants, and we may enter into additional such agreements or acquire properties subject to such agreements in the future. For example, the terms of a management agreement may restrict our ability to sell a property unless the purchaser is not a competitor of the manager, assumes the management agreement and meets other conditions. Also, the terms of a long-term management agreement encumbering our property may reduce the value of the property. When we enter into or acquire properties subject to any such management agreements, we may be precluded from taking actions in our best interest and could incur substantial expense as a result of the agreements.

If we cannot obtain additional capital, our growth will be limited.

We are required to distribute to our stockholders at least 90% of our REIT taxable income, excluding net capital gains, each year to maintain our qualification as a REIT. As a result, our retained earnings available to fund acquisitions, development, or other capital expenditures are nominal. As such, we rely upon the availability of additional debt or equity capital to fund these activities. Our long-term ability to grow through acquisitions or development, which is an important strategy for us, will be limited if we cannot obtain additional financing or equity capital. Market conditions may make it difficult to obtain financing or equity capital, and we cannot assure you that we will be able to obtain additional debt or equity financing or that we will be able to obtain it on favorable terms.

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We compete with other hotels for guests and face competition for acquisitions and sales of hotel properties and of desirable debt investments.

The hotel business is competitive. Our hotels compete on the basis of location, room rates, quality, service levels, amenities, loyalty programs, reputation and reservation systems, among many other factors. New hotels may be constructed and these additions to supply create new competitors, in some cases without corresponding increases in demand for hotel rooms. The result in some cases may be lower revenue, which would result in lower cash available to meet debt service obligations, operating expenses and requisite distributions to our stockholders.

We compete for hotel acquisitions with entities that have similar investment objectives as we do. This competition could limit the number of suitable investment opportunities offered to us. It may also increase the bargaining power of property owners seeking to sell to us, making it more difficult for us to acquire new properties on attractive terms or on the terms contemplated in our business plan. In addition, we compete to sell hotel properties. Availability of capital, the number of hotels available for sale and market conditions all affect prices. We may not be able to sell hotel assets at our targeted price.

We also compete for mortgage asset investments with numerous public and private real estate investment vehicles, such as mortgage banks, pension funds, other REITs, institutional investors, and individuals. Mortgages and other investments are often obtained through a competitive bidding process. In addition, competitors may seek to establish relationships with the financial institutions and other firms from which we intend to purchase such assets. Competition may result in higher prices for mortgage assets, lower yields, and a narrower spread of yields over our borrowing costs.

Some of our competitors are larger than us, may have access to greater capital, marketing, and other financial resources, may have personnel with more experience than our officers, may be able to accept higher levels of debt or otherwise may tolerate more risk than us, may have better relations with hotel franchisors, sellers or lenders, and may have other advantages over us in conducting certain business and providing certain services.

We face risks related to changes in the global and political economic environment, including capital and credit markets.

Our business may be impacted by global economic conditions, which recently have been volatile. Political crises in individual countries or regions, including sovereign risk related to a deterioration in the credit worthiness or a default by local governments, has contributed to this volatility. If the global economy experiences continued volatility or significant disruptions, such disruptions or volatility could hurt the U.S. economy and our business could be negatively impacted by reduced demand for business and leisure travel related to a slow-down in the general economy, by disruptions resulting from tighter credit markets, and by liquidity issues resulting from an inability to access credit markets to obtain cash to support operations. Our objective is to maintain access to capital and credit markets.

We are increasingly dependent on information technology, and potential cyber-attacks, security problems or other disruption and expanding social media vehicles present new risks.

As do most companies, our advisor and our various hotel managers rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information, and to manage or support a variety of business processes, including financial transactions and records, personal identifying information, reservations, billing and operating data. Our advisor and our hotel managers purchase some of our information technology from vendors, on whom our systems depend, and our advisor relies on commercially available systems, software, tools and monitoring to provide security for processing, transmission and storage of confidential operator and other customer information, such as individually identifiable information, including information relating to financial accounts.

We often depend upon the secure transmission of this information over public networks. Our advisor’s and our hotel managers' networks and storage applications are subject to unauthorized access by hackers or others (through cyber-attacks, which are rapidly evolving and becoming increasingly sophisticated, or by other means) or may be breached due to operator error, malfeasance or other system disruptions. In some cases, it is difficult to anticipate or immediately detect such incidents and the damage caused thereby. Any significant breakdown, invasion, destruction, interruption or leakage of our advisor’s or our hotel managers’ systems could harm us.

In addition, the use of social media could cause us to suffer brand damage or information leakage. Negative posts or comments about us, our hotel managers or our hotels on any social networking website could damage our or our hotels’ reputations. In addition, employees or others might disclose non-public sensitive information relating to our business through external media channels. The continuing evolution of social media will present us with new challenges and risks.

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Changes in laws, regulations, or policies may adversely affect our business.

The laws and regulations governing our business or the regulatory or enforcement environment at the federal level or in any of the states in which we operate may change at any time and may have an adverse effect on our business. For example, the Patient Protection and Affordable Care Act of 2010, as it is phased in over time, will significantly affect the administration of health care services and could significantly impact our cost of providing employees with health care insurance. We are unable to predict how this or any other future legislative or regulatory proposals or programs will be administered or implemented or in what form, or whether any additional or similar changes to statutes or regulations, including the interpretation or implementation thereof, will occur in the future. Any such action could affect us in substantial and unpredictable ways and could have an adverse effect on our results of operations and financial condition. Our inability to remain in compliance with regulatory requirements in a particular jurisdiction could have a material adverse effect on our operations in that market and on our reputation generally. No assurance can be given that applicable laws or regulations will not be amended or construed differently or that new laws and regulations will not be adopted, either of which could materially adversely affect our business, financial condition or results of operations.

Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting.

The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness, in our internal control over financial reporting could result in misstatements of our results of operations, restatements of our financial statements or could otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity.

The Company faces possible risks associated with the physical effects of climate change.

The Company cannot predict with certainty any impact, rate or timing related to possible changes in the climate. However, the physical effects of climate change could have a material adverse effect on the Company. For example, a number of the Company’s hotels are located along the Gulf and East coasts. To the extent climate change causes changes in weather patterns, its markets could experience increases in storm intensity and rising sea-levels. Over time, these conditions could result in declining hotel demand or the Company’s inability to operate the affected hotels at all. Climate change also may have indirect effects on its business by increasing the cost of (or making unavailable) property insurance on terms the Company finds acceptable, increasing the cost of energy and increasing the cost of snow removal at its properties. There can be no assurance that climate change will not have a material adverse effect on the Company.

RISKS RELATED TO OUR DEBT FINANCING

We are subject to various risks related to our use of, and dependence on, debt.

As of December 31, 2017, we had aggregated borrowings of approximately $3.7 billion outstanding, including $3.4 billion of variable interest rate debt. The interest we pay on variable-rate debt increases as interest rates increase above any floor rates, which may decrease cash available for distribution to our stockholders. We are also subject to the risk that we may not be able to meet our debt service obligations or refinance our debt as it becomes due. If we do not meet our debt service obligations, we risk the loss of some or all of our assets to foreclosure. Changes in economic conditions or our financial results or prospects could (i) result in higher interest rates on variable-rate debt, (ii) reduce the availability of debt financing generally or debt financing at favorable rates, (iii) reduce cash available for distribution to our stockholders, (iv) increase the risk that we could be forced to liquidate assets or repay debt, either of which could have a material adverse effect on us, and (v) create other challenging situations for us.

Some of our debt agreements contain financial and other covenants. If we violate covenants in any debt agreements, including as a result of impairments of our hotel or mezzanine loan assets, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. Violations of certain debt covenants may also prohibit us from borrowing unused amounts under our lines of credit, even if repayment of some or all the borrowings is not required. In any event, financial covenants under our current or future debt obligations could impair our planned business strategies by limiting our ability to borrow beyond certain amounts or for certain purposes. Our governing instruments do not contain any limitation on our ability to incur indebtedness.

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Mortgage debt obligations expose us to increased risk of property losses, which could harm our financial condition, cash flow, and ability to satisfy our other debt obligations and pay dividends.

Incurring mortgage debt increases our risk of property losses because defaults on indebtedness secured by properties may result in foreclosure actions initiated by lenders and ultimately our loss of the property securing any loans for which we are in default. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on the foreclosure but would not receive any cash proceeds. As a result, we may be required to identify and utilize other sources of cash for distributions to our stockholders of that income.

In addition, our default under any one of our mortgage debt obligations may result in a default on our other indebtedness. If this occurs, our financial condition, cash flow, and ability to satisfy our other debt obligations or ability to pay dividends may be impaired.

We voluntarily elected to cease making payments on the mortgages securing four of our hotels during the last economic downturn, and we may voluntarily elect to cease making payments on additional mortgages in the future, which could reduce the number of hotels we own as well as our revenues and could affect our ability to raise equity or debt financing in the future or violate covenants in our debt agreements.

During the past economic crisis, we undertook a series of actions to manage the sources and uses of our funds in an effort to navigate through challenging market conditions while still pursuing opportunities to create long-term stockholder value. In this effort, we attempted to proactively address value and cash flow deficits among certain of our mortgaged hotels, with a goal of enhancing stockholder value through loan amendments, or in certain instances, consensual transfers of hotel properties to the lenders in satisfaction of the related debt, some of which resulted in impairment charges. The loans secured by these hotels, subject to certain customary exceptions, were non-recourse to us. We may continue to proactively address value and cash flow deficits in a similar manner as necessary and appropriate.

We had approximately $3.7 billion of mortgage debt outstanding as of December 31, 2017. We may face issues with these loans or with other loans or borrowings that we incur in the future, some of which issues may be beyond our control, including our ability to service payment obligations from the cash flow of the applicable hotel, or the inability to refinance existing debt at the applicable maturity date. In such event, we may elect to default on the applicable loan and, as a result, the lenders would have the right to exercise various remedies under the loan documents, which would include foreclosure on the applicable hotels. Any such defaults, whether voluntary or involuntary, could result in a default under our other debt agreements, could have an adverse effect on our ability to raise equity or debt capital, could increase the cost of such capital or could otherwise have an adverse effect on our business, results of operations or financial condition.

Covenants, “cash trap” provisions or other terms in our loan agreements could limit our flexibility and adversely affect our financial condition or our qualification as a REIT.

Some of our loan agreements contain financial and other covenants. If we violate covenants in any debt agreements, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. In any event, financial covenants under our current or future debt obligations could impair our planned business strategies by limiting our ability to borrow beyond certain amounts or for certain purposes.

Some of our loan agreements also contain cash trap provisions triggered if the performance of our hotels decline. When these provisions are triggered, substantially all of the profit generated by our hotels is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders. Cash is not distributed to us at any time after the cash trap provisions have been triggered until we have cured performance issues. This could affect our liquidity and our ability to make distributions to our stockholders.

Our hedging strategies may not be successful in mitigating our risks associated with interest rates and could reduce the overall returns on your investment.

We use various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging strategy can protect us completely. These instruments involve risks, such as the risk that the counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes and that a court could rule that such agreements are not legally enforceable. These instruments may also generate income that may not be treated as qualifying REIT income. In addition, the nature and timing of hedging transactions may influence the effectiveness of our hedging strategies. Poorly designed strategies or improperly executed transactions could actually increase our risk and losses. Moreover, hedging strategies involve transaction and other costs. We cannot assure you that our hedging strategy and the

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derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging transactions will not result in losses that may reduce the overall return on your investment.

RISKS RELATED TO HOTEL INVESTMENTS

We are subject to general risks associated with operating hotels.

Our hotels and hotels underlying our mortgage and mezzanine loans are subject to various operating risks common to the hotel industry, many of which are beyond our control, including, among others, the following:

• competition from other hotel properties in our markets;

• over-building of hotels in our markets, which results in increased supply and adversely affects occupancy and revenues at our hotels;

• dependence on business and commercial travelers and tourism;

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

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

• increases in assessed property taxes from changes in valuation or real estate tax rates;

• increases in the cost of property insurance;

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

• unforeseen events beyond our control, such as terrorist attacks, travel related health concerns which could reduce travel, including pandemics and epidemics such as H1N1 influenza (swine flu), avian flu, SARS and the Zika virus, imposition of taxes or surcharges by regulatory authorities, travel-related accidents, travel infrastructure interruptions and unusual weather patterns, including natural disasters such as hurricanes, tsunamis or earthquakes;

• adverse effects of international, national, regional and local economic and market conditions and increases in energy costs or labor costs and other expenses affecting travel, which may affect travel patterns and reduce the number of business and commercial travelers and tourists;

• adverse effects of a downturn in the lodging industry; and

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

These factors could adversely affect our hotel revenues and expenses, as well as the hotels underlying our mortgage and mezzanine loans, which in turn could adversely affect our financial condition, results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

Four of our hotels are subject to ground leases; if we are found to be in breach of a ground lease or are unable to renew a ground lease, our business could be materially and adversely affected.

Four of our hotels are on land subject to ground leases. Accordingly, we only own a long-term leasehold or similar interest in those four hotels. If we are found to be in breach of a ground lease, we could lose the right to use the hotel. In addition, unless we can purchase a fee interest in the underlying land and improvements or extend the terms of these leases before their expiration, we will lose our right to operate these properties and our interest in the improvements upon expiration of the leases. We may not be able to renew any ground lease upon its expiration or if renewed, the terms may not be favorable. Our ability to exercise any extension options relating to our ground leases is subject to the condition that we are not in default under the terms of the ground lease at the time that we exercise such options. If we lose the right to use a hotel due to a breach or non-renewal of the ground lease, we would be unable to derive income from such hotel and would be required to purchase an interest in another hotel to attempt to replace that income, which could materially and adversely affect our business, operating results and prospects.

We may have to make significant capital expenditures to maintain our hotel properties, and any development activities we undertake may be more costly than we anticipate.

Our hotels have an ongoing need for renovations and other capital improvements, including replacements, from time to time, of furniture, fixtures and equipment. Managers or franchisors of our hotels also will require periodic capital improvements pursuant to the management agreements or as a condition of maintaining franchise licenses. Generally, we are responsible for the cost of these capital improvements. We may also develop hotel properties, timeshare units or other alternate uses of portions of our existing properties, including the development of retail, office or apartments, including through joint ventures. Such renovation and development involves substantial risks, including:

• construction cost overruns and delays;

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• the disruption of operations and displacement of revenue at operating hotels, including revenue lost while rooms, restaurants or meeting space under renovation are out of service;

• the cost of funding renovations or developments and inability to obtain financing on attractive terms;

• the return on our investment in these capital improvements or developments failing to meet expectations;

• governmental restrictions on the nature or size of a project;

• inability to obtain all necessary zoning, land use, building, occupancy, and construction permits;

• loss of substantial investment in a development project if a project is abandoned before completion;

• acts of God such as earthquakes, hurricanes, floods or fires that could adversely affect a project;

• environmental problems; and

• disputes with franchisors or property managers regarding compliance with relevant franchise agreements or management agreements.

If we have insufficient cash flow from operations to fund needed capital expenditures, then we will need to obtain additional debt or equity financingto fund future capital improvements, and we may not be able to meet the loan covenants in any financing obtained to fund the new development, creating default risks.

In addition, to the extent that developments are conducted through joint ventures, this creates additional risks, including the possibility that our partners may not meet their financial obligations or could have or develop business interests, policies or objectives that are inconsistent with ours. See “Our joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on a co-venturer’s financial condition and disputes between us and our co-venturers.”

Any of the above factors could affect adversely our and our partners’ ability to complete the developments on schedule and along the scope that currently is contemplated, or to achieve the intended value of these projects. For these reasons, there can be no assurances as to the value to be realized by the company from these transactions or any future similar transactions.

The hotel business is seasonal, which affects our results of operations from quarter to quarter.

The hotel industry is seasonal in nature. This seasonality can cause quarterly fluctuations in our financial condition and operating results, including in any distributions on our common stock. Our quarterly operating results may be adversely affected by factors outside our control, including weather conditions and poor economic factors in certain markets in which we operate. We can provide no assurances that our cash flows will be sufficient to offset any shortfalls that occur as a result of these fluctuations. As a result, we may have to reduce distributions or enter into short-term borrowings in certain quarters in order to make distributions to our stockholders, and we can provide no assurances that such borrowings will be available on favorable terms, if at all.

The cyclical nature of the lodging industry may cause fluctuations in our operating performance, which could have a material adverse effect on us.

The lodging industry historically has been highly cyclical in nature. Fluctuations in lodging demand and, therefore, hotel operating performance, are caused largely by general economic and local market conditions, which subsequently affect levels of business and leisure travel. In addition to general economic conditions, new hotel room supply is an important factor that can affect the lodging industry’s performance, and overbuilding has the potential to further exacerbate the negative impact of an economic recession. Room rates and occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply growth. We can provide no assurances regarding whether, or the extent to which, lodging demand will rebound or whether any such rebound will be sustained. An adverse change in lodging fundamentals could result in returns that are substantially below our expectations or result in losses, which could have a material adverse effect on us.

Many real estate costs are fixed, even if revenue from our hotels decreases.

Many costs, such as real estate taxes, insurance premiums and maintenance costs, generally are not reduced even when a hotel is not fully occupied, room rates decrease or other circumstances cause a reduction in revenues. In addition, newly acquired or renovated hotels may not produce the revenues we anticipate immediately, or at all, and the hotel's operating cash flow may be insufficient to pay the operating expenses and debt service associated with these new hotels. If we are unable to offset real estate costs with sufficient revenues across our portfolio, we may be adversely affected.

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Our operating expenses may increase in the future which could cause us to raise our room rates, which may deplete room occupancy, or cause us to realize lower net operating income as a result of increased expenses that are not offset by increased room rates, in either case decreasing our cash flow and our operating results.

Operating expenses, such as expenses for fuel, utilities, labor and insurance, are not fixed and may increase in the future. To the extent such increases affect our room rates and therefore our room occupancy at our lodging properties, our cash flow and operating results may be negatively affected.

The increasing use of Internet travel intermediaries by consumers may adversely affect our profitability.

Some of our hotel rooms are booked through Internet travel intermediaries, including, but not limited to, Travelocity.com, Expedia.com and Priceline.com. As Internet bookings increase, these intermediaries may be able to obtain higher commissions, reduced room rates or other significant contract concessions from our management companies. Moreover, some of these Internet travel intermediaries are attempting to offer hotel rooms as a commodity, by increasing the importance of price and general indicators of quality (such as “three-star downtown hotel”) at the expense of brand identification. These intermediaries hope that consumers will eventually develop brand loyalties to their reservations system rather than to the brands under which our properties are franchised. Although most of the business for our hotels is expected to be derived from traditional channels, if the amount of sales made through Internet intermediaries increases significantly, room revenues may be lower than expected, and we may be adversely affected.

We may be adversely affected by increased use of business-related technology, which may reduce the need for business-related travel.

The increased use of teleconference and video-conference technology by businesses could result in decreased business travel as companies increase the use of technologies that allow multiple parties from different locations to participate at meetings without traveling to a centralized meeting location. To the extent that such technologies play an increased role in day-to-day business and the necessity for business-related travel decreases, hotel room demand may decrease and we may be adversely affected.

Our hotels may be subject to unknown or contingent liabilities which could cause us to incur substantial costs.

The hotel properties that we own or may acquire are or may be subject to unknown or contingent liabilities for which we may have no recourse, or only limited recourse, against the sellers. In general, the representations and warranties provided under the transaction agreements related to the sales of the hotel properties may not survive the closing of the transactions. While we will seek to require the sellers to indemnify us with respect to breaches of representations and warranties that survive, such indemnification may be limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. In addition, the total amount of costs and expenses that may be incurred with respect to liabilities associated with these hotels may exceed our expectations, and we may experience other unanticipated adverse effects, all of which may adversely affect our financial condition, results of operations, the market price of our common stock and our ability to make distributions to our stockholders.

Future terrorist attacks or changes in terror alert levels could materially and adversely affect us.

Previous terrorist attacks and subsequent terrorist alerts have adversely affected the U.S. travel and hospitality industries since 2001, often disproportionately to the effect on the overall economy. The extent of the impact that actual or threatened terrorist attacks in the U.S. or elsewhere could have on domestic and international travel and our business in particular cannot be determined, but any such attacks or the threat of such attacks could have a material adverse effect on travel and hotel demand, our ability to finance our business and our ability to insure our hotels, which could materially adversely affect us.

During 2017, approximately 10% of our total hotel revenue was generated from nine hotels located in the Washington D.C. areas, areas considered vulnerable to terrorist attack. Our financial and operating performance may be adversely affected by potential terrorist attacks. Terrorist attacks in the future may cause our results to differ materially from anticipated results. Hotels we own in other market locations may be subject to this risk as well.

We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.

Our third-party managers are responsible for hiring and maintaining the labor force at each of our hotels. Although we do not directly employ or manage employees at our hotels, we still are subject to many of the costs and risks generally associated with the hotel labor force, particularly those hotels with unionized labor. From time to time, hotel operations may be disrupted as a result of strikes, lockouts, public demonstrations or other negative actions and publicity. We also may incur increased legal costs and indirect labor costs as a result of contract disputes or other events. The resolution of labor disputes or re-negotiated labor

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contracts could lead to increased labor costs, either by increases in wages or benefits or by changes in work rules that raise hotel operating costs. We do not have the ability to affect the outcome of these negotiations.

RISKS RELATED TO CONFLICTS OF INTEREST

Our agreements with our external advisor, as well as our mutual exclusivity agreement and management agreements with Remington Lodging were not negotiated on an arm’s-length basis, and we may pursue less vigorous enforcement of their terms because of conflicts of interest with certain of our executive officers and directors and key employees of our advisor.

Because each of our executive officers are also key employees of our advisor or its affiliates and have ownership interests in our advisor and because our chairman of our board has an ownership interest in Remington Lodging, our advisory agreement as well as our mutual exclusivity agreement and master management agreement with Remington Lodging were not negotiated on an arm’s-length basis, and we did not have the benefit of arm’s-length negotiations of the type normally conducted with an unaffiliated third party. As a result, the terms, including fees and other amounts payable, may not be as favorable to us as an arm’s-length agreement. Furthermore, we may choose not to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationship with our advisor and Remington Lodging.

The termination fee payable to our advisor significantly increases the cost to us of terminating our advisory agreement, thereby effectively limiting our ability to terminate our advisor without cause and could make a change of control transaction less likely or the terms thereof less attractive to us and to our stockholders.

The initial term of our advisory agreement with our advisor is 10 years from the effective date of the advisory agreement, with automatic five-year renewal terms thereafter unless previously terminated. Our board will review our advisor’s performance and fees annually and, following the 10 year initial term the advisory agreement may be terminated by us with the payment of the termination fee described below and 180 days’ prior notice upon the affirmative vote of at least two-thirds of our independent directors based upon a good faith finding that either: (1) there has been unsatisfactory performance by our advisor that is materially detrimental to us and our subsidiaries taken as a whole, or (2) the base fee and/or incentive fee is not fair (and our advisor does not offer to negotiate a lower fee that a majority of our independent directors determines is fair). Additionally, if there is a change of control transaction, we will have the right to terminate the advisory agreement with the payment of the termination fee described below. If we terminate or do not renew the advisory agreement without cause, including pursuant to clauses (1) or (2) above (following a contractual renegotiation process in the case of clause (2) above) or upon a change of control, we will be required to pay our advisor a termination fee equal to:

•(A) 1.1 multiplied by the greater of (i) 12 times the net earnings of our advisor for the 12 month period preceding the termination date of the advisory agreement or (ii) the earnings multiple (calculated as our advisor’s total enterprise value on the trading day immediately preceding the day the termination notice is given to our advisor divided by our advisor’s most recently reported adjusted EBITDA) for our advisor’s common stock for the 12 month period preceding the termination date of the advisory agreement multiplied by the net earnings of our advisor for the 12 month period preceding the termination date of the advisory agreement; or (iii) the simple average of the earnings multiples for each of the three fiscal years preceding the termination of the advisory agreement (calculated as our advisor’s total enterprise value on the last trading day of each of the three preceding fiscal years divided by, in each case, our advisor’s adjusted EBITDA for the same periods), multiplied by the net earnings of our advisor for the 12 month period preceding the termination date of the advisory agreement, plus

•(B) an additional amount such that the total net amount received by our advisor after the reduction by state and federal income taxes at an assumed combined rate of 40% on the sum of the amounts described in (A) and (B) shall equal the amount described in (A).

Any such termination fee will be payable on or before the termination date. The termination fee makes it more difficult for us to terminate our advisory agreement even if our board determines that there has been unsatisfactory performance or unfair fees. These provisions significantly increase the cost to us of terminating our advisory agreement, thereby limiting our ability to terminate our advisor without cause.

Our advisor manages other entities and may direct attractive investment opportunities away from us. If we change our investment guidelines, our advisor is not restricted from advising clients with similar investment guidelines.

Certain of our executive officers also serve as key employees and as officers of our advisor and Ashford Prime, and will continue to do so. Furthermore, Mr. Monty J. Bennett, our chairman, is also the chief executive officer and chairman of our advisor and chairman of Ashford Prime. Our advisory agreement requires our advisor to present investments that satisfy our investment guidelines to us before presenting them to Ashford Prime or any future client of our advisor. Additionally, in the future our advisor may advise other clients, some of which may have investment guidelines substantially similar to ours.

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Some portfolio investment opportunities may include hotels that satisfy our investment objectives as well as hotels that satisfy the investment objectives of Ashford Prime or other entities advised by our advisor. If the portfolio cannot be equitably divided, our advisor will necessarily have to make a determination as to which entity will be presented with the opportunity. In such a circumstance, our advisory agreement requires our advisor to allocate portfolio investment opportunities between us, Ashford Prime or other entities advised by our advisor in a fair and equitable manner, consistent with our, Ashford Prime’s and such other entities’ investment objectives. In making this determination, our advisor, using substantial discretion, will consider the investment strategy and guidelines of each entity with respect to acquisition of properties, portfolio concentrations, tax consequences, regulatory restrictions, liquidity requirements and other factors deemed appropriate. In making the allocation determination, our advisor has no obligation to make any such investment opportunity available to us. Further, our advisor and Ashford Prime have agreed that any new investment opportunities that satisfy our investment guidelines will be presented to our board of directors; however, our board will have only ten business days to make a determination with respect to such opportunity prior to it being available to Ashford Prime. The above mentioned dual responsibilities may create conflicts of interest for our officers which could result in decisions or allocations of investments that may benefit one entity more than the other.

Our advisor and its key employees, who are Ashford Prime’s, Ashford Inc.’s and our executive officers, face competing demands relating to their time and this may adversely affect our operations.

We rely on our advisor and its employees for the day-to-day operation of our business. Certain key employees of our advisor are executive officers of Ashford Prime and Ashford Inc. Because our advisor’s key employees have duties to Ashford Prime and Ashford Inc., as well as to our company, we do not have their undivided attention and they face conflicts in allocating their time and resources between our company, Ashford Prime and Ashford Inc. Our advisor may also manage other entities in the future. During turbulent market conditions or other times when we need focused support and assistance from our advisor, other entities for which our advisor also acts as an external advisor will likewise require greater focus and attention as well, placing competing high levels of demand on the limited time and resources of our advisor’s key employees. Additionally, activist investors have, and in the future, may commence campaigns seeking to influence other entities advised by our advisor to take particular actions favored by the activist or gain representation on the board of directors of such entities, which could result in additional disruption and diversion of management's attention. We may not receive the necessary support and assistance we require or would otherwise receive if we were internally managed by persons working exclusively for us.

Our business could be negatively affected as a result of actions by activist stockholders.

Campaigns by stockholders to effect changes in publicly traded companies are sometimes led by activist investors through various corporate actions, including proxy contests. Responding to actions by activist investors can be costly and time-consuming, disrupting our operations and diverting the attention of management and our employees. Stockholder activism could create perceived uncertainties as to our future direction, which could result in the loss of potential business opportunities and make it more difficult to attract and retain qualified personnel and business partners. Furthermore, the election of individuals to our board of directors with a specific agenda could adversely affect our ability to effectively and timely implement our strategic plans.

Conflicts of interest could result in our management acting other than in our stockholders’ best interest.

Conflicts of interest in general and specifically relating to Remington Lodging may lead to management decisions that are not in the stockholders’ best interest. The Chairman of our board of directors, Mr. Monty J. Bennett, serves as the Chief Executive Officer of Remington Lodging and Mr. Archie Bennett, Jr., who is our Chairman Emeritus, serves as Chairman of the board of directors of Remington Lodging. Messrs. Archie and Monty J. Bennett beneficially own 100% of Remington Lodging, which, as of December 31, 2017, managed 82 of our 120 hotel properties and the WorldQuest condominium properties; and provides related services, including property management services and project management services.

Messrs. Archie and Monty J. Bennett’s ownership interests in and management obligations to Remington Lodging present them with conflicts of interest in making management decisions related to the commercial arrangements between us and Remington Lodging, and Mr. Monty J. Bennett's management obligations to Remington Lodging reduces the time and effort he spends on Ashford. Our board of directors has adopted a policy that requires all material approvals, actions or decisions to which we have the right to make under the management agreements with Remington Lodging be approved by a majority or, in certain circumstances, all of our independent directors. However, given the authority and/or operational latitude to Remington Lodging under the management agreements to which we are a party, Messrs. Archie and Monty J. Bennett, as officers of Remington Lodging, could take actions or make decisions that are not in our stockholders’ best interest or that are otherwise inconsistent with their obligations under the management agreement or our obligations under the applicable franchise agreements.

Holders of units in our operating partnership, including members of our management team, may suffer adverse tax consequences upon our sale of certain properties. Therefore, holders of units, either directly or indirectly, including Messrs. Archie and Monty J. Bennett, Mr. David Brooks, our Chief Transaction Officer and General Counsel, or Mr. Mark Nunneley, our Chief Accounting Officer, may have different objectives regarding the appropriate pricing and timing of a particular property’s sale.

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These officers and directors of ours may influence us to sell, not sell, or refinance certain properties, even if such actions or inactions might be financially advantageous to our stockholders, or to enter into tax deferred exchanges with the proceeds of such sales when such a reinvestment might not otherwise be in our best interest.

We are a party to a master hotel management agreement and an exclusivity agreement with Remington Lodging, which describes the terms of Remington Lodging’s services to our hotels, as well as any future hotels we may acquire that may or may not be managed by Remington Lodging. The exclusivity agreement requires us to engage Remington Lodging, unless our independent directors either (i) unanimously vote to hire a different manager or developer, or (ii) by a majority vote, elect not to engage Remington Lodging because they have determined that special circumstances exist or that, based on Remington Lodging’s prior performance, another manager or developer could perform the duties materially better. As the sole owners of Remington Lodging, which would receive any development, management, and management termination fees payable by us under the management agreement, Mr. Monty Bennett, and to a lesser extent, Mr. Archie Bennett, Jr., in his role as Chairman Emeritus, may influence our decisions to sell, acquire, or develop hotels when it is not in the best interests of our stockholders to do so.

Remington’s ability to exercise significant influence over the determination of the competitive set for any hotels managed by Remington could artificially enhance the perception of the performance of a hotel, making it more difficult to use managers other than Remington for future properties.

Our mutual exclusivity agreement with Remington requires us to engage Remington to manage all future properties that we acquire, to the extent we have the right or control the right to direct such matters, unless our independent directors either (i) unanimously vote not to hire Remington or (ii) based on special circumstances or past performance, by a majority vote, elect not to engage Remington because they have determined, in their reasonable business judgment, that it would be in our best interest not to engage Remington or that another manager or developer could perform the duties materially better. Under our master management agreement with Remington, we have the right to terminate Remington based on the performance of the applicable hotel, subject to the payment of a termination fee. The determination of performance is based on the applicable hotel’s gross operating profit margin and its RevPAR penetration index, which provides the relative revenue per room generated by a specified property as compared to its competitive set. For each hotel managed by Remington, its competitive set will consist of a small group of hotels in the relevant market that we and Remington believe are comparable for purposes of benchmarking the performance of such hotel. Remington will have significant influence over the determination of the competitive set for any of our hotels managed by Remington, and as such could artificially enhance the perception of the performance of a hotel by selecting a competitive set that is not performing well or is not comparable to the Remington-managed hotel, thereby making it more difficult for us to elect not to use Remington for future hotel management.

Under the terms of our mutual exclusivity agreement with Remington, Remington may be able to pursue lodging investment opportunities that compete with us.

Pursuant to the terms of our mutual exclusivity agreement with Remington, if investment opportunities that satisfy our investment criteria are identified by Remington or its affiliates, Remington will give us a written notice and description of the investment opportunity. We will have 10 business days to either accept or reject the investment opportunity. If we reject the opportunity, Remington may then pursue such investment opportunity, subject to a right of first refusal in favor of Ashford Prime, pursuant to an existing agreement between Ashford Prime and Remington, on materially the same terms and conditions as offered to us. If we were to reject such an investment opportunity, either Ashford Prime or Remington could pursue the opportunity and compete with us. In such a case, Mr. Monty J. Bennett, our chairman, in his capacity as chairman of Ashford Prime or chief executive officer of Remington could be in a position of directly competing with us.

Our fiduciary duties as the general partner of our operating partnership could create conflicts of interest, which may impede business decisions that could benefit our stockholders.

We, as the general partner of our operating partnership, have fiduciary duties to the other limited partners in our operating partnership, the discharge of which may conflict with the interests of our stockholders. The limited partners of our operating partnership have agreed that, in the event of a conflict in the fiduciary duties owed by us to our stockholders and, in our capacity as general partner of our operating partnership, to such limited partners, we are under no obligation to give priority to the interests of such limited partners. In addition, those persons holding common units will have the right to vote on certain amendments to the operating partnership agreement (which require approval by a majority in interest of the limited partners, including us) and individually to approve certain amendments that would adversely affect their rights. These voting rights may be exercised in a manner that conflicts with the interests of our stockholders. For example, we are unable to modify the rights of limited partners to receive distributions as set forth in the operating partnership agreement in a manner that adversely affects their rights without their consent, even though such modification might be in the best interest of our stockholders.

In addition, conflicts may arise when the interests of our stockholders and the limited partners of our operating partnership diverge, particularly in circumstances in which there may be an adverse tax consequence to the limited partners. Tax consequences

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to holders of common units upon a sale or refinancing of our properties may cause the interests of the key employees of our advisor (who are also our executive officers and have ownership interests in our operating partnership) to differ from our stockholders.

Our conflicts of interest policy may not adequately address all of the conflicts of interest that may arise with respect to our activities.

In order to avoid any actual or perceived conflicts of interest with our directors or officers or our advisor’s employees, we adopted a conflicts of interest policy to address specifically some of the conflicts relating to our activities. Although under this policy the approval of a majority of our disinterested directors is required to approve any transaction, agreement or relationship in which any of our directors or officers or our advisor or it has an interest, there is no assurance that this policy will be adequate to address all of the conflicts that may arise or will address such conflicts in a manner that is favorable to us.

RISKS RELATED TO DERIVATIVE TRANSACTIONS

We have engaged in and may continue to engage in derivative transactions, which can limit our gains and expose us to losses.

We have entered into and may continue to enter into hedging transactions to (i) attempt to take advantage of changes in prevailing interest rates, (ii) protect our portfolio of mortgage assets from interest rate fluctuations, (iii) protect us from the effects of interest rate fluctuations on floating-rate debt, (iv) protect us from the risk of fluctuations in the financial and capital markets, or (v) preserve net cash in the event of a major downturn in the economy. Our hedging transactions may include entering into interest rate swap agreements, interest rate cap or floor agreements or flooridor and corridor agreements, credit default swaps and purchasing or selling futures contracts, purchasing or selling put and call options on securities or securities underlying futures contracts, or entering into forward rate agreements. Hedging activities may not have the desired beneficial impact on our results of operations or financial condition. Volatile fluctuations in market conditions could cause these instruments to become ineffective. Any gains or losses associated with these instruments are reported in our earnings each period. No hedging activity can completely insulate us from the risks inherent in our business.

Credit default hedging could fail to protect us or adversely affect us because if a swap counterparty cannot perform under the terms of our credit default swap, we may not receive payments due under such agreement and, thus, we may lose any potential benefit associated with such credit default swap. Additionally, we may also risk the loss of any cash collateral we have pledged to secure our obligations under such credit default swaps if the counterparty becomes insolvent or files for bankruptcy.

Moreover, interest rate hedging could fail to protect us or adversely affect us because, among other things:

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

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

• the party owing money in the hedging transaction may default on its obligation to pay;

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

• the value of derivatives used for hedging may be adjusted from time to time in accordance with generally accepted accounting principles ("GAAP") to reflect changes in fair value and such downward adjustments, or “mark-to-market loss,” would reduce our stockholders’ equity.

Hedging involves both risks and costs, including transaction costs, which may reduce our overall returns on our investments. These costs increase as the period covered by the hedging relationship increases and during periods of rising and volatile interest rates. These costs will also limit the amount of cash available for distributions to stockholders. We generally intend to hedge to the extent management determines it is in our best interest given the cost of such hedging transactions as compared to the potential economic returns or protections offered. The REIT qualification rules may limit our ability to enter into hedging transactions by requiring us to limit our income and assets from hedges. If we are unable to hedge effectively because of the REIT rules, we will face greater interest rate exposure than may be commercially prudent.

We are subject to the risk of default or insolvency by the hospitality entities underlying our investments.

The leveraged capital structure of the hospitality entities underlying our investments will increase their exposure to adverse economic factors (such as rising interest rates, competitive pressures, downturns in the economy or deterioration in the condition of the real estate industry) and to the risk of unforeseen events. If an underlying entity cannot generate adequate cash flow to meet such entity’s debt obligations (which may include leveraged obligations in excess of its aggregate assets), it may default on its loan agreements or be forced into bankruptcy. As a result, we may suffer a partial or total loss of the capital we have invested in the securities and other investments of such entity.

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The derivatives provisions of the Dodd-Frank Act and related rules could have an adverse effect on our ability to use derivative instruments to reduce the negative effect of interest rate fluctuations on our results of operations and liquidity, credit default risks and other risks associated with our business.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) establishes federal oversight and regulation of the over-the-counter derivatives market and entities, including us, that participate in that market. As required by the Dodd-Frank Act, the Commodities Futures Trading Commission (the “CFTC”), the SEC and other regulators have adopted certain rules implementing the swaps regulatory provisions of the Dodd-Frank Act and are in the process of adopting other rules to implement those provisions. Numerous provisions of the Dodd-Frank Act and the CFTC’s rules relating to derivatives that qualify as “swaps” thereunder apply or may apply to the derivatives to which we are or may become a counterparty. Under such statutory provisions and the CFTC’s rules, we must clear on a derivatives clearing organization any over-the-counter swap we enter into that is within a class of swaps designated for clearing by CFTC rule and execute trades in such cleared swap on an exchange if the swap is accepted for trading on the exchange unless such swap is exempt from such mandatory clearing and trade execution requirements. We may qualify for and intend to elect the end-user exception from those requirements for swaps we enter to hedge our commercial risks and that are subject to the mandatory clearing and trade execution requirements. If we are required to clear or voluntarily elect to clear any swaps we enter into, those swaps will be governed by standardized agreements and we will have to post margin with respect to such swaps. To date, the CFTC has designated only certain types of interest rate swaps and credit default swaps for clearing and trade execution. Although we believe that none of the interest rate swaps and credit default swaps to which we are currently party fall within those designated types of swaps, we may enter into swaps in the future that will be subject to the mandatory clearing and trade execution requirements and subject to the risks described.

Rules recently adopted by banking regulators and the CFTC in accordance with a requirement of the Dodd-Frank Act require regulated financial institutions and swap dealers and major swap participants that are not regulated financial institutions to collect margin with respect to uncleared swaps to which they are parties and to which financial end users, among others, are their counterparties. We will qualify as a financial end user for purposes of such margin rules. We will not have to post initial margin with respect to our uncleared swaps under the new rules because we do not have material swaps exposure as defined in the new rules. However, we will be required to post variation margin (most likely in the form of cash collateral) with respect to each of our uncleared swaps subject to the new margin rules in an amount equal to the cumulative decrease in the mark-to-market value of such swap to our counterparty as of any date of determination from the value of such swap as of the date of the swap’s execution. The SEC has proposed margin rules for security-based swaps to which regulated financial institutions are not counterparties. Those proposed rules differ from the CFTC’s margin rules, but the final form that those rules will take and their effect is uncertain at this time.

The Dodd-Frank Act has caused certain market participants, and may cause other market participants, including the counterparties to our derivative instruments, to spin off some of their derivatives activities to separate entities. Those entities may not be as creditworthy as the historical counterparties to our derivatives.

Some of the rules required to implement the swaps-related provisions of the Dodd-Frank Act remain to be adopted, and the CFTC has, from time to time, issued and may in the future issue interpretations and no-action letters interpreting, and clarifying the application of, those provisions and the related rules or delaying compliance with those provisions and rules. As a result, it is not possible at this time to predict with certainty the full effects of the Dodd-Frank Act, the CFTC’s rules and the SEC’s rules on us and the timing of such effects.

The Dodd-Frank Act and the rules adopted thereunder could significantly increase the cost of derivative contracts (including from swap recordkeeping and reporting requirements and through requirements to post margin with respect to our swaps, which could adversely affect our available liquidity), materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we encounter, reduce our ability to monetize or restructure our existing derivative contracts, and increase our exposure to less creditworthy counterparties. If we reduce our use of derivatives as a result of the Dodd-Frank Act and the related rules, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures and to pay dividends to our stockholders. Any of these consequences could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

RISKS RELATED TO INVESTMENTS IN SECURITIES, MORTGAGES AND MEZZANINE LOANS

Our earnings are dependent, in part, upon the performance of our investment portfolio.

To the extent permitted by the Internal Revenue Code, we may invest in and own securities of other public companies and REITs (including Ashford Inc. and Ashford Prime). To the extent that the value of those investments declines or those investments do not provide an attractive return, our earnings and cash flow could be adversely affected.

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Debt investments that are not United States government insured involve risk of loss.

As part of our business strategy, we may originate or acquire lodging-related uninsured and mortgage assets, including mezzanine loans. While holding these interests, we are subject to risks of borrower defaults, bankruptcies, fraud and related losses, and special hazard losses that are not covered by standard hazard insurance. Also, costs of financing the mortgage loans could exceed returns on the mortgage loans. In the event of any default under mortgage loans held by us, we will bear the risk of loss of principal and non-payment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount of the mortgage loan. We suffered significant impairment charges with respect to our investments in mortgage loans in 2009 and 2010. The value and the price of our securities may be adversely affected.

We may invest in non-recourse loans, which will limit our recovery to the value of the mortgaged property.

Our mortgage and mezzanine loan assets have typically been non-recourse. With respect to non-recourse mortgage loan assets, in the event of a borrower default, the specific mortgaged property and other assets, if any, pledged to secure the relevant mortgage loan, may be less than the amount owed under the mortgage loan. As to those mortgage loan assets that provide for recourse against the borrower and its assets generally, we cannot assure you that the recourse will provide a recovery in respect of a defaulted mortgage loan greater than the liquidation value of the mortgaged property securing that mortgage loan.

Investment yields affect our decision whether to originate or purchase investments and the price offered for such investments.

In making any investment, we consider the expected yield of the investment and the factors that may influence the yield actually obtained on such investment. These considerations affect our decision whether to originate or purchase an investment and the price offered for that investment. No assurances can be given that we can make an accurate assessment of the yield to be produced by an investment. Many factors beyond our control are likely to influence the yield on the investments, including, but not limited to, competitive conditions in the local real estate market, local and general economic conditions, and the quality of management of the underlying property. Our inability to accurately assess investment yields may result in our purchasing assets that do not perform as well as expected, which may adversely affect the price of our securities.

Volatility of values of mortgaged properties may adversely affect our mortgage loans.

Lodging property values and net operating income derived from lodging properties are subject to volatility and may be affected adversely by a number of factors, including the risk factors described herein relating to general economic conditions, operating lodging properties, and owning real estate investments. In the event its net operating income decreases, one of our borrowers may have difficulty paying our mortgage loan, which could result in losses to us. In addition, decreases in property values will reduce the value of the collateral and the potential proceeds available to our borrowers to repay our mortgage loans, which could also cause us to suffer losses.

Mezzanine loans involve greater risks of loss than senior loans secured by income-producing properties.

We may continue to make and acquire mezzanine loans. These types of loans are considered to involve a higher degree of risk than long-term senior mortgage lending secured by income-producing real property due to a variety of factors, including the loan being entirely unsecured or, if secured, becoming unsecured as a result of foreclosure by the senior lender. We may not recover some or all of our investment in these loans. In addition, mezzanine loans may have higher loan-to-value ratios than conventional mortgage loans resulting in less equity in the property and increasing the risk of loss of principal.

The assets associated with certain of our derivative transactions do not constitute qualified REIT assets and the related income will not constitute qualified REIT income. Significant fluctuations in the value of such assets or the related income could jeopardize our REIT status or result in additional tax liabilities.

We have entered into certain derivative transactions to protect against interest rate risks and credit default risks not specifically associated with debt incurred to acquire qualified REIT assets. The REIT provisions of the Internal Revenue Code limit our income and assets in each year from such derivative transactions. Failure to comply with the asset or income limitation within the REIT provisions of the Internal Revenue Code could result in penalty taxes or loss of our REIT status. If we elect to contribute the non-qualifying derivatives into a taxable REIT subsidiary to preserve our REIT status, such an action would result in any income from such transactions being subject to federal income taxation.

Our prior investment performance is not indicative of future results.

The performance of our prior investments is not necessarily indicative of the results that can be expected for the investments to be made by our investment subsidiary. On any given investment, total loss of the investment is possible. Although our management team has experience and has had success in making investments in real estate-related lodging debt and hotel assets, the past performance of these investments is not necessarily indicative of the results of our future investments.

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Our investment portfolio will contain investments concentrated in a single industry and will not be fully diversified.

Our investment subsidiary was formed for the primary purpose of acquiring public securities and other investments of lodging-related entities. As such, our investment portfolio will contain investments concentrated in a single industry and may not be fully diversified by asset class, geographic region or other criteria, which will expose us to significant loss due to concentration risk. Investors have no assurance that the degree of diversification in our investment portfolio will increase at any time in the future.

The values of our investments are affected by the U.S. credit and financial markets and, as such, may fluctuate.

The U.S. credit and financial markets may experience severe dislocations and liquidity disruptions. The values of our investments are likely to be sensitive to the volatility of the U.S. credit and financial markets, and, to the extent that turmoil in the U.S. credit and financial markets continues or intensifies, such volatility has the potential to materially affect the value of our investment portfolio.

We may invest in securities for which there is no liquid market, and we may be unable to dispose of such securities at the time or in the manner that may be most favorable to us, which may adversely affect our business.

We may invest in securities for which there is no liquid market or which may be subject to legal and other restrictions on resale or otherwise be less liquid than publicly traded securities generally. The relative illiquidity of these investments may make it difficult for us to sell these investments when desired. In addition, if we are required to liquidate all or a portion of our portfolio quickly, we may realize significantly less than the value at which we had previously recorded these investments. Our investments may occasionally be subject to contractual or legal restrictions on resale or will be otherwise illiquid due to the fact that there is no established trading market for such securities, or such trading market is thinly traded. The relative illiquidity of such investments may make it difficult for us to dispose of them at a favorable price, and, as a result, we may suffer losses.

RISKS RELATED TO THE REAL ESTATE INDUSTRY

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our hotel properties and harm our financial condition.

Because real estate investments are relatively illiquid, our ability to sell promptly one or more hotel properties or mortgage loans in our portfolio for reasonable prices in response to changing economic, financial, and investment conditions is limited.

The real estate market is affected by many factors that are beyond our control, including:

• adverse changes in international, national, regional and local economic and market conditions;

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

• the ongoing need for capital improvements, particularly in older structures;

• changes in operating expenses; and

• civil unrest, acts of war or terrorism, and acts of God, including earthquakes, floods and other natural disasters, which may result in uninsured and underinsured losses.

We may decide to sell hotel properties or loans in the future. We cannot predict whether we will be able to sell any hotel property or loan for the price or on the terms set by us, or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We may sell a property at a loss as compared to carrying value. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a hotel property or loan. Because we intend to offer more flexible terms on our mortgage loans than some providers of commercial mortgage loans, we may have more difficulty selling or participating our loans to secondary purchasers than would these more traditional lenders.

We may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure you that we will have funds available to correct those defects or to make those improvements. In acquiring a hotel property, we may agree to lock-out provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These and other factors could impede our ability to respond to adverse changes in the performance of our hotel properties or a need for liquidity.

Increases in property taxes would increase our operating costs, reduce our income and adversely affect our ability to make distributions to our stockholders.

Each of our hotel properties will be subject to real and personal property taxes. These taxes may increase as tax rates change and as the properties are assessed or reassessed by taxing authorities. If property taxes increase, our financial condition, results

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of operations and our ability to make distributions to our stockholders could be materially and adversely affected and the market price of our common stock could decline.

The costs of compliance with or liabilities under environmental laws may harm our operating results.

Operating expenses at our hotels could be higher than anticipated due to the cost of complying with existing or future environmental laws and regulations. In addition, our hotel properties and properties underlying our loan assets may be subject to environmental liabilities. An owner of real property, or a lender with respect to a property that exercises control over the property, can face liability for environmental contamination created by the presence or discharge of hazardous substances on the property. We may face liability regardless of:

• our knowledge of the contamination;

• the timing of the contamination;

• the cause of the contamination; or

• the party responsible for the contamination.

There may be environmental problems associated with our hotel properties or properties underlying our loan assets of which we are unaware. Some of our hotel properties or the properties underlying our loan assets use, or may have used in the past, underground tanks for the storage of petroleum-based or waste products that could create a potential for release of hazardous substances. If environmental contamination exists on a hotel property, we could become subject to strict, joint and several liabilities for the contamination if we own the property or if we foreclose on the property or otherwise have control over the property.

The presence of hazardous substances on a property we own or have made a loan with respect to may adversely affect our ability to sell, on favorable terms or at all, or foreclose on the property, and we may incur substantial remediation costs. The discovery of material environmental liabilities at our properties or properties underlying our loan assets could subject us to unanticipated significant costs.

We generally have environmental insurance policies on each of our owned properties, and we intend to obtain environmental insurance for any other properties that we may acquire. However, if environmental liabilities are discovered during the underwriting of the insurance policies for any property that we may acquire in the future, we may be unable to obtain insurance coverage for the liabilities at commercially reasonable rates or at all, and we may experience losses. In addition, we generally do not require our borrowers to obtain environmental insurance on the properties they own that secure their loans from us.

Numerous treaties, laws and regulations have been enacted to regulate or limit carbon emissions. Changes in the regulations and legislation relating to climate change, and complying with such laws and regulations, may require us to make significant investments in our hotels and could result in increased energy costs at our properties.

Our properties and the properties underlying our mortgage loans may contain or develop harmful mold, which could lead to liability for adverse health effects and costs of remediating the problem.

When excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. Some of the properties in our portfolio may contain microbial matter such as mold and mildew. As a result, the presence of significant mold at any of our properties or the properties underlying our loan assets could require us or our borrowers to undertake a costly remediation program to contain or remove the mold from the affected property. In addition, the presence of significant mold could expose us or our borrowers to liability from hotel guests, hotel employees, and others if property damage or health concerns arise.

Compliance with the Americans with Disabilities Act and fire, safety, and other regulations may require us or our borrowers to incur substantial costs.

All of our properties and properties underlying our mortgage loans are required to comply with the Americans with Disabilities Act of 1990, as amended (the “ADA”). The ADA requires that “public accommodations” such as hotels be made accessible to people with disabilities. Compliance with the ADA’s requirements could require removal of access barriers and non-compliance could result in imposition of fines by the U.S. government or an award of damages to private litigants, or both. In addition, we and our borrowers are required to operate our properties in compliance with fire and safety regulations, building codes, and other land use regulations as they may be adopted by governmental agencies and bodies and become applicable to our properties. Any requirement to make substantial modifications to our hotel properties, whether to comply with the ADA or other changes in governmental rules and regulations, could be costly.

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We may obtain only limited warranties when we purchase a property and would have only limited recourse if our due diligence did not identify any issues that lower the value of our property, which could adversely affect our financial condition and ability to make distributions to our stockholders.

The seller of a property may sell such property in its “as is” condition on a “where is” basis and “with all faults,” without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing. The purchase of properties with limited warranties increases the risk that we may lose some or all our invested capital in the property as well as the loss of income from that property.

We may experience uninsured or underinsured losses.

We have property and casualty insurance with respect to our hotel properties and other insurance, in each case, with loss limits and coverage thresholds deemed reasonable by our management team (and with the intent to satisfy the requirements of lenders and franchisors). In doing so, we have made decisions with respect to what deductibles, policy limits, and terms are reasonable based on management’s experience, our risk profile, the loss history of our property managers and our properties, the nature of our properties and our businesses, our loss prevention efforts, and the cost of insurance.

Various types of catastrophic losses may not be insurable or may not be economically insurable. In the event of a substantial loss, our insurance coverage may not cover the full current market value or replacement cost of our lost investment. Inflation, changes in building codes and ordinances, environmental considerations, and other factors might cause insurance proceeds to be insufficient to fully replace or renovate a hotel after it has been damaged or destroyed. Accordingly, there can be no assurance that:

• the insurance coverage thresholds that we have obtained will fully protect us against insurable losses (i.e., losses may exceed coverage limits);

• we will not incur large deductibles that will adversely affect our earnings;

• we will not incur losses from risks that are not insurable or that are not economically insurable; or

• current coverage thresholds will continue to be available at reasonable rates.

In the future, we may choose not to maintain terrorism insurance on any of our properties. As a result, one or more large uninsured or underinsured losses could have a material adverse effect on us.

Each of our current lenders requires us to maintain certain insurance coverage thresholds, and we anticipate that future lenders will have similar requirements. We believe that we have complied with the insurance maintenance requirements under the current governing loan documents and we intend to comply with any such requirements in any future loan documents. However, a lender may disagree, in which case the lender could obtain additional coverage thresholds and seek payment from us, or declare us in default under the loan documents. In the former case, we could spend more for insurance than we otherwise deem reasonable or necessary or, in the latter case, subject us to a foreclosure on hotels collateralizing one or more loans. In addition, a material casualty to one or more hotels collateralizing loans may result in the insurance company applying to the outstanding loan balance insurance proceeds that otherwise would be available to repair the damage caused by the casualty, which would require us to fund the repairs through other sources, or the lender foreclosing on the hotels if there is a material loss that is not insured.

RISKS RELATED TO OUR STATUS AS A REIT

If we do not qualify as a REIT, we will be subject to tax as a regular corporation and could face substantial tax liability.

We conduct operations so as to qualify as a REIT under the Internal Revenue Code. However, qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which only a limited number of judicial or administrative interpretations exist. Even a technical or inadvertent mistake could jeopardize our REIT status. Due to the gain we recognized as a result of the spin-off of Ashford Prime, if Ashford Prime were to fail to qualify as a REIT for 2013, we may have failed to qualify as a REIT for 2013 and subsequent taxable years. Furthermore, new tax legislation, administrative guidance, or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT. The Protecting Americans from Tax Hikes Act of 2015 (the “PATH Act”) contained a number of changes to the Internal Revenue Code provisions applicable to REITs (with various effective dates), including, among others, (1) a reduction from 25% to 20% of the maximum permitted value of a REIT’s assets that can consist of stock or securities of one or more TRSs, (2) treatment of debt instruments issued by publicly offered REITs as “real estate assets” (however, unless such a debt instrument is secured by a mortgage or otherwise would have qualified as a real estate asset under prior law, (i) interest income and gain from such a debt instrument is not qualifying income for purposes of one of the REIT gross income tests, the 75% gross income test, and (ii) all such debt instruments may represent no more than 25% of the value of a REIT’s assets), and (3) a new 100% excise tax that applies

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to the extent it is determined that a REIT has been undercharged for certain services provided by a taxable REIT subsidiary. We expect that the changes will not materially impact our operations, but will continue to monitor as regulatory guidance is issued.

If we fail to qualify as a REIT in any tax year, then:

• we would be taxed as a regular domestic corporation, which, among other things, means being unable to deduct distributions to our stockholders in computing taxable income and being subject to U.S. federal income tax on our taxable income at regular corporate rates;

• we would also be subject to federal alternative minimum tax for taxable years beginning before January 1, 2018, and, possibly, increased state and local income taxes;

• any resulting tax liability could be substantial and would reduce the amount of cash available for distribution to stockholders; and

• unless we were entitled to relief under applicable statutory provisions, we would be disqualified from treatment as a REIT for the subsequent four taxable years following the year that we lost our qualification, and, thus, our cash available for distribution to stockholders could be reduced for each of the years during which we did not qualify as a REIT.

If we fail to qualify as a REIT, we will not be required to make distributions to stockholders to maintain our tax status. As a result of all of these factors, our failure to qualify as a REIT could impair our ability to raise capital, expand our business, and make distributions to our stockholders and could adversely affect the value of our securities.

Even if we qualify and remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow.

Even if we qualify and remain qualified for taxation as a REIT, we may be subject to certain federal, state, and local taxes on our income and assets. For example:

• We will be required to pay tax on undistributed REIT taxable income.

• If we have net income from the disposition of foreclosure property held primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we must pay tax on that income at the highest corporate rate.

• If we sell a property in a “prohibited transaction,” our gain from the sale would be subject to a 100% penalty tax.

• Each of our taxable REIT subsidiaries is a fully taxable corporation and will be subject to federal and state taxes on its income.

• We may continue to experience increases in our state and local income tax burden. Over the past several years, certain state and local taxing authorities have significantly changed their income tax regimes in order to raise revenues. The changes enacted that have increased our state and local income tax burden include the taxation of modified gross receipts (as opposed to net taxable income), the suspension of and/or limitation on the use of net operating loss deductions, increases in tax rates and fees, the addition of surcharges, and the taxation of our partnership income at the entity level. Facing mounting budget deficits, more state and local taxing authorities have indicated that they are going to revise their income tax regimes in this fashion and/or eliminate certain federally allowed tax deductions such as the REIT dividends paid deduction.

Failure to make required distributions would subject us to U.S. federal corporate income tax.

We intend to operate in a manner so as to allow us to continue to qualify as a REIT for U.S. federal income tax purposes. In order to continue to qualify as a REIT, we generally are required to distribute at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain, each year to our stockholders. To the extent that we satisfy this distribution requirement, but distribute less than 100% of our REIT taxable income, we will be subject to U.S. federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under the Internal Revenue Code.

Our TRS lessee structure increases our overall tax liability.

Our TRS lessees are subject to federal, state and local income tax on their taxable income, which consists of the revenues from the hotel properties leased by our TRS lessees, net of the operating expenses for such hotel properties and rent payments to us. Accordingly, although our ownership of our TRS lessees allows us to participate in the operating income from our hotel properties in addition to receiving fixed rent, the net operating income is fully subject to income tax. The after-tax net income of our TRS lessees is available for distribution to us.

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If our leases with our TRS lessees are not respected as true leases for federal income tax purposes, we would fail to qualify as a REIT.

To qualify as a REIT, we are required to satisfy two gross income tests, pursuant to which specified percentages of our gross income must be passive income, such as rent. For the rent paid pursuant to the hotel leases with our TRS lessees, which constitutes substantially all of our gross income, to qualify for purposes of the gross income tests, the leases must be respected as true leases for federal income tax purposes and must not be treated as service contracts, joint ventures or some other type of arrangement. We have structured our leases, and intend to structure any future leases, so that the leases will be respected as true leases for federal income tax purposes, but the IRS may not agree with this characterization. If the leases were not respected as true leases for federal income tax purposes, we would not be able to satisfy either of the two gross income tests applicable to REITs and likely would fail to qualify as a REIT.

Our ownership of TRSs is limited and our transactions with our TRSs will cause us to be subject to a 100% penalty tax on certain income or deductions if those transactions are not conducted on arm’s-length terms.

A REIT may own up to 100% of the stock of one or more TRSs. A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT, including gross operating income from hotels that are operated by eligible independent contractors pursuant to hotel management agreements. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 25% (20% with respect to taxable years beginning after December 31, 2017) of the value of a REIT’s assets may consist of stock or securities of one or more TRSs. In addition, the TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject to an appropriate level of corporate taxation. The rules also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. Finally, for taxable years ending after December 31, 2015, the 100% excise tax also applies to the underpricing of services by a TRS to its parent REIT in contexts where the services are unrelated to services for REIT tenants.

Our TRSs are subject to federal, foreign, state and local income tax on their taxable income, and their after-tax net income is available for distribution to us but is not required to be distributed to us. We believe that the aggregate value of the stock and securities of our TRSs is less than 20% of the value of our total assets (including our TRS stock and securities).

We monitor the value of our respective investments in our TRSs for the purpose of ensuring compliance with TRS ownership limitations. In addition, we scrutinize all of our transactions with our TRSs to ensure that they are entered into on arm’s-length terms to avoid incurring the 100% excise tax described above. For example, in determining the amounts payable by our TRSs under our leases, we engaged a third party to prepare transfer pricing studies to ascertain whether the lease terms we established are on an arm’s-length basis as required by applicable Treasury Regulations. However the receipt of a transfer pricing study does not prevent the IRS from challenging the arm’s length nature of the lease terms between a REIT and its TRS lessees. Consequently, there can be no assurance that we will be able to avoid application of the 100% excise tax discussed above.

If our hotel managers do not qualify as “eligible independent contractors,” we would fail to qualify as a REIT.

Rent paid by a lessee that is a “related party tenant” of ours is not qualifying income for purposes of the two gross income tests applicable to REITs. We lease all of our hotels to our TRS lessees. A TRS lessee will not be treated as a “related party tenant,” and will not be treated as directly operating a lodging facility, which is prohibited, to the extent the TRS lessee leases properties from us that are managed by an “eligible independent contractor.”

We believe that the rent paid by our TRS lessees is qualifying income for purposes of the REIT gross income tests and that our TRSs qualify to be treated as TRSs for U.S. federal income tax purposes, but there can be no assurance that the IRS will not challenge this treatment or that a court would not sustain such a challenge. If the IRS were successful in challenging this treatment, it is possible that we would fail to meet the asset tests applicable to REITs and substantially all of our income would fail to qualify for the gross income tests. If we failed to meet either the asset or gross income tests, we would likely lose our REIT qualification for U.S. federal income tax purposes, unless certain relief provisions applied.

If our hotel managers do not qualify as “eligible independent contractors,” we would fail to qualify as a REIT. Each of the hotel management companies that enters into a management contract with our TRS lessees must qualify as an “eligible independent contractor” under the REIT rules in order for the rent paid to us by our TRS lessees to be qualifying income for our REIT income test requirements. Among other requirements, in order to qualify as an eligible independent contractor a manager must not own more than 35% of our outstanding shares (by value) and no person or group of persons can own more than 35% of our outstanding shares and the ownership interests of the manager, taking into account only owners of more than 5% of our shares and, with respect to ownership interests in such managers that are publicly-traded, only holders of more than 5% of such ownership interests.

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Complex ownership attribution rules apply for purposes of these 35% thresholds. Although we intend to monitor ownership of our shares by our property managers and their owners, there can be no assurance that these ownership levels will not be exceeded.

Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.

The maximum U.S. federal income tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are taxed at individual rates is 20%. Dividends payable by REITs, however, generally are not eligible for this reduced maximum rate on qualified dividend income. However, under the Tax Cuts and Jobs Act a non-corporate taxpayer may deduct 20% of ordinary REIT dividends that are not “capital gain dividends” or “qualified dividend income” resulting in an effective maximum federal income tax rate of 29.6%. Individuals, trusts and estates whose income exceeds certain thresholds are also subject to a 3.8% Medicare tax on dividends received from us. The more favorable rates applicable to regular corporate qualified dividends could cause investors who are taxed at individual rates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our stock.

If our operating partnership failed to qualify as a partnership for federal income tax purposes, we would cease to qualify as a REIT and would be subject to higher taxes and have less cash available for distribution to our stockholders and suffer other adverse consequences.

We believe that our operating partnership qualifies to be treated as a partnership for federal income tax purposes. As a partnership, our operating partnership is not subject to federal income tax on its income. Instead, each of its partners, including us, is required to pay tax on its allocable share of the operating partnership's income. No assurance can be provided, however, that the IRS will not challenge its status as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our operating partnership as a corporation for tax purposes, we would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, cease to qualify as a REIT. Also, the failure of our operating partnership to qualify as a partnership would cause it to become subject to federal and state corporate income tax, which would reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.

Note that although partnerships have traditionally not been subject to federal income tax at the entity level as described above, new audit rules, currently scheduled to become effective for tax years ending after December 31, 2017, will generally apply to the partnership. Under the new rules, unless an entity elects otherwise, taxes arising from audit adjustments are required to be paid by the entity rather than by its partners or members. We may utilize exceptions available under the new provisions (including any changes) and Treasury Regulations so that the partners, to the fullest extent possible, rather than the partnership itself, will be liable for any taxes arising from audit adjustments to the issuing entity’s taxable income. It is unclear to what extent these elections will be available to the partnership and how any such elections may affect the procedural rules available to challenge any audit adjustment that would otherwise be available in the absence of any such elections. Proposed temporary and final Treasury Regulations have been promulgated implementing portions of these new partnership audit rules, but questions remain as to the application of the rules.

Investors are urged to consult with their tax advisors regarding the possible effect of the new rules.

Complying with REIT requirements may cause us to forego otherwise attractive opportunities.

To qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders, and the ownership of our stock. We may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution. We may elect to pay dividends on our common stock in cash or a combination of cash and shares of securities as permitted under federal income tax laws governing REIT distribution requirements. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.

Complying with REIT requirements may limit our ability to hedge effectively.

The REIT provisions of the Internal Revenue Code may limit our ability to hedge mortgage securities and related borrowings by requiring us to limit our income and assets in each year from certain hedges, together with any other income not generated from qualified real estate assets, to no more than 25% of our gross income. In addition, we must limit our aggregate income from nonqualified hedging transactions, from our provision of services, and from other non-qualifying sources to no more than 5% of our annual gross income. As a result, we may have to limit our use of advantageous hedging techniques. This could result in greater risks associated with changes in interest rates than we would otherwise want to incur. However, for transactions that we enter into to protect against interest rate risks on debt incurred to acquire qualified REIT assets and for which we identify as hedges for tax purposes, any associated hedging income is excluded from the 95% income test and the 75% income test applicable to a REIT.

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In addition, for taxable years ending after December 31, 2015, similar rules apply to income from positions that primarily manage risk with respect to a prior hedge entered into by a REIT in connection with the extinguishment or disposal (in whole or in part) of the liability or asset related to such prior hedge, to the extent the new position qualifies as a hedge or would so qualify if the hedged position were ordinary property. If we were to violate the 25% or 5% limitations, we may have to pay a penalty tax equal to the amount of income in excess of those limitations multiplied by a fraction intended to reflect our profitability. If we fail to satisfy the REIT gross income tests, unless our failure was due to reasonable cause and not due to willful neglect, we could lose our REIT status for federal income tax purposes.

Complying with REIT requirements may force us to liquidate otherwise attractive investments.

To qualify as a REIT, we must also ensure that at the end of each calendar quarter at least 75% of the value of our assets consists of cash, cash items, government securities, and qualified REIT real estate assets. The remainder of our investment in securities (other than government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 25% (20% with respect to taxable years beginning after December 31, 2017) of the value of our total assets can be represented by securities of one or more taxable REIT subsidiaries, no more than 25% of the value of our total assets can be represented by certain publicly offered REIT debt instruments.

If we fail to comply with these requirements at the end of any calendar quarter, we must correct such failure within 30 days after the end of the calendar quarter to avoid losing our REIT status and suffering adverse tax consequences. As a result, we may be required to liquidate otherwise attractive investments.

Complying with REIT requirements may force us to borrow to make distributions to our stockholders.

As a REIT, we must distribute at least 90% of our annual REIT taxable income, excluding net capital gains, (subject to certain adjustments) to our stockholders. To the extent that we satisfy the distribution requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed taxable income. In addition, we will be subject to a 4% nondeductible excise tax if the actual amount that we pay out to our stockholders in a calendar year is less than a minimum amount specified under federal tax laws.

From time to time, we may generate taxable income greater than our net income for financial reporting purposes or our taxable income may be greater than our cash flow available for distribution to our stockholders. If we do not have other funds available in these situations, we could be required to borrow funds, sell investments at disadvantageous prices, or find another alternative source of funds to make distributions sufficient to enable us to pay out enough of our taxable income to satisfy the distribution requirement and to avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase our costs or reduce the value of our equity. We may elect to pay dividends on our common stock in cash or a combination of cash and shares of securities as permitted under U.S. federal income tax laws governing REIT distribution requirements. To the extent that we make distributions in excess of our current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), such distributions would generally be considered a return of capital for U.S. federal income tax purposes to the extent of the holder's adjusted tax basis in its shares. A return of capital is not taxable, but it has the effect of reducing the holder's adjusted tax basis in its investment. To the extent that distributions exceed the adjusted tax basis of a holder's shares, they will be treated as gain from the sale or exchange of such stock.

We may in the future choose to pay taxable dividends in our shares of our common stock instead of cash, in which case stockholders may be required to pay income taxes in excess of the cash dividends they receive.

We may distribute taxable dividends that are payable in cash and common stock at the election of each stockholder, subject to certain limitations, including that the cash portion be at least 20% of the total distribution.

If we made a taxable dividend payable in cash and common stock, taxable stockholders receiving such dividends will be required to include the full amount of the dividend as ordinary income to the extent of our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. As a result, stockholders may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder sells the shares of common stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our shares at the time of the sale. Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. federal income tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in shares of common stock. In addition, if we made a taxable dividend payable in cash and our common stock and a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common stock. We do not currently intend to pay taxable dividends of our common stock and cash, although we may choose to do so in the future.

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The prohibited transactions tax may limit our ability to dispose of our properties.

A REIT’s net income from prohibited transactions is subject to a 100% tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. We may be subject to the prohibited transaction tax equal to 100% of net gain upon a disposition of real property. Although a safe harbor to the characterization of the sale of real property by a REIT as a prohibited transaction is available, we cannot assure you that we can comply with the safe harbor or that we will avoid owning property that may be characterized as held primarily for sale to customers in the ordinary course of business. Consequently, we may choose not to engage in certain sales of our properties or may conduct such sales through our TRS, which would be subject to federal and state income taxation.

The ability of our board of directors to revoke our REIT qualification without stockholder approval may cause adverse consequences to our stockholders

Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. If we cease to qualify as a REIT, we would become subject to U.S. federal and state and local income taxes on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on the total stockholder return received by our stockholders.

We may be subject to adverse legislative or regulatory tax changes that could reduce the market price of our securities.

At any time, the U.S. federal income tax laws governing REITs or the administrative interpretations of those laws may be amended. We cannot predict when or if any new U.S. federal income tax law, regulation or administrative interpretation, or any amendment to any existing U.S. federal income tax law, regulation or administrative interpretation, will be adopted, promulgated or become effective and any such law, regulation, or interpretation may take effect retroactively. We and our stockholders could be adversely affected by any such change in the U.S. federal income tax laws, regulations or administrative interpretations. The Tax Cuts and Jobs Act signed into law by the President on December 22, 2017 made significant changes to the U.S. federal income tax rules for taxation of individuals and corporations. The Tax Cuts and Jobs Act makes numerous other changes to the tax rules that do not affect REITs directly but may affect our shareholders and may indirectly affect us. These changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. It is possible that future legislation would result in a REIT having fewer advantages, and it could become more advantageous for a company that invests in real estate to elect to be taxed, for federal income tax purposes, as a corporation.

If Ashford Prime failed to qualify as a REIT for 2013, it would significantly affect our ability to maintain our REIT status.

For federal income tax purposes, we recorded a gain of approximately $145.7 million as a result of the spin-off of Ashford Prime in November 2013. If Ashford Prime qualified for taxation as a REIT for 2013, that gain was qualifying income for purposes of our 2013 REIT income tests. If, however, Ashford Prime failed to qualify as a REIT for 2013, that gain would be non-qualifying income for purposes of the 75% gross income test. Although Ashford Prime covenanted in the Separation and Distribution Agreement to use reasonable best efforts to qualify as a REIT in 2013, no assurance can be given that it so qualified. If Ashford Prime failed to qualify, we would have failed our 2013 REIT income tests, which would either result in our loss of our REIT status for 2013 and the following 4 taxable years or result in a significant tax in 2013 that has not been accrued or paid and thereby would materially negatively impact our business, financial condition and potentially impair our ability to continue operating in the future.

Your investment in our securities has various federal, state, and local income tax risks that could affect the value of your investment.

We strongly urge you to consult your own tax advisor concerning the effects of federal, state, and local income tax law on an investment in our securities because of the complex nature of the tax rules applicable to REITs and their stockholders.

Our failure to qualify as a REIT would potentially give rise to a claim for damages from Ashford Prime.

In connection with the spin-off of Ashford Prime, which was completed in November 2013, we represented in the Separation and Distribution Agreement with Ashford Prime that we have no knowledge of any fact or circumstance that would cause us to fail to qualify as a REIT. In the event of a breach of this representation, Ashford Prime may be able to seek damages from us, which could have a significantly negative effect on our liquidity and results of operations.

Declines in the values of our investments may make it more difficult for us to maintain our qualification as a REIT or exemption from the Investment Company Act.

If the market value or income potential of real estate-related investments declines as a result of increased interest rates or other factors, we may need to increase our real estate-related investments and income or liquidate our non-qualifying assets in

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order to maintain our REIT qualification or exemption from the Investment Company Act of 1940 (the “Investment Company Act”). If the decline in real estate asset values and/or income occurs quickly, this may be especially difficult to accomplish. This difficulty may be exacerbated by the illiquid nature of any non-qualifying assets that we may own. We may have to make investment decisions that we otherwise would not make absent the REIT and Investment Company Act considerations.

RISKS RELATED TO OUR CORPORATE STRUCTURE

Our charter, the partnership agreement of our operating partnership and Maryland law contain provisions that may delay or prevent a change of control transaction.

Our charter contains 9.8% ownership limits. For the purpose of preserving our REIT qualification, our charter prohibits direct or constructive ownership by any person of more than (i) 9.8% of the lesser of the total number or value (whichever is more restrictive) of the outstanding shares of our common stock or (ii) 9.8% of the total number or value (whichever is more restrictive) of the outstanding shares of any class or series of our preferred stock or any other stock of our company, unless our board of directors grants a waiver.

Our charter’s constructive ownership rules are complex and may cause stock owned actually or constructively by a group of related individuals and/or entities to be deemed to be constructively owned by one individual or entity. As a result, the acquisition of less than 9.8% of any class or series of our stock by an individual or entity could nevertheless cause that individual or entity to own constructively in excess of 9.8% of a class or series of outstanding stock, and thus be subject to our charter’s ownership limit. Any attempt to own or transfer shares of our stock in excess of the ownership limit without the consent of our board of directors will be void, and could result in the shares being automatically transferred to a charitable trust.

Our board of directors may create and issue a class or series of preferred stock without stockholder approval.

Our charter authorizes our board of directors to issue preferred stock in one or more classes and to establish the preferences and rights of any class of preferred stock issued. These actions can be taken without soliciting stockholder approval. Our preferred stock issuances could have the effect of delaying or preventing someone from taking control of us, even if a change in control were in our stockholders’ best interests.

Certain provisions in the partnership agreement for our operating partnership may delay or prevent unsolicited acquisitions of us.

Provisions in the partnership agreement for our operating partnership may delay or make more difficult unsolicited acquisitions of us or changes in our control. These provisions could discourage third parties from making proposals involving an unsolicited acquisition of us or change of our control, although some stockholders might consider such proposals, if made, desirable. These provisions include, among others:

• redemption rights of qualifying parties;

• transfer restrictions on our common units;

• the ability of the general partner in some cases to amend the partnership agreement without the consent of the limited partners; and

• the right of the limited partners to consent to transfers of the general partnership interest and mergers under specified circumstances.

Because provisions contained in Maryland law and our charter may have an anti-takeover effect, investors may be prevented from receiving a “control premium” for their shares.

Provisions contained in our charter and Maryland general corporation law may have effects that delay, defer, or prevent a takeover attempt, which may prevent stockholders from receiving a “control premium” for their shares. For example, these provisions may defer or prevent tender offers for our common stock or purchases of large blocks of our common stock, thereby limiting the opportunities for our stockholders to receive a premium for their common stock over then-prevailing market prices.

These provisions include the following:

• Ownership limit: The ownership limit in our charter limits related investors, including, among other things, any voting group, from acquiring over 9.8% of our common stock without our permission.

• Classification of preferred stock: Our charter authorizes our board of directors to issue preferred stock in one or more classes and to establish the preferences and rights of any class of preferred stock issued. These actions can be taken without soliciting stockholder approval. Our preferred stock issuances could have the effect of delaying or preventing someone from taking control of us, even if a change in control were in our stockholders’ best interests.

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Maryland statutory law provides that an act of a director relating to or affecting an acquisition or a potential acquisition of control of a corporation may not be subject to a higher duty or greater scrutiny than is applied to any other act of a director. Hence, directors of a Maryland corporation are not required to act in certain takeover situations under the same standards as apply in Delaware and other corporate jurisdictions.

We depend on our operating partnership and its subsidiaries for cash flow and are effectively structurally subordinated in right of payment to the obligations of our operating partnership and its subsidiaries, which could adversely affect our ability to make distributions to our stockholders.

We have no business operations of our own. Our only significant asset is and will be the general and limited partnership interests of our operating partnership. We conduct, and intend to continue to conduct, all of our business operations through our operating partnership. Accordingly, our only source of cash to pay our obligations is distributions from our operating partnership and its subsidiaries of their net earnings and cash flows. We cannot assure our stockholders that our operating partnership or its subsidiaries will be able to, or be permitted to, make distributions to us that will enable us to make distributions to our stockholders from cash flows from operations. Each of our operating partnership’s subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from such entities. Therefore, in the event of our bankruptcy, liquidation or reorganization, our assets and those of our operating partnership and its subsidiaries will be able to satisfy the claims of our stockholders only after all of our and our operating partnership and its subsidiaries liabilities and obligations have been paid in full.

Offerings of debt securities, which would be senior to our common stock and any preferred stock upon liquidation, or equity securities, which would dilute our existing stockholders’ holdings and could be senior to our common stock for the purposes of dividend distributions, may adversely affect the market price of our common stock and any preferred stock.

We may attempt to increase our capital resources by making additional offerings of debt or equity securities, including commercial paper, medium-term notes, senior or subordinated notes, convertible securities, and classes of preferred stock or common stock or classes of preferred units. Upon liquidation, holders of our debt securities or preferred units and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of shares of preferred stock or common stock. Furthermore, holders of our debt securities and preferred stock or preferred units and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common or preferred stock or both. Our preferred stock or preferred units could have a preference on liquidating distributions or a preference on dividend payments that could limit our ability to make a dividend distribution to the holders of our common stock. Because our decision to issue securities in any future offering will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, or nature of our future offerings. Thus, our stockholders bear the risk of our future offerings reducing the market price of our securities and diluting their securities holdings in us.

Securities eligible for future sale may have adverse effects on the market price of our securities.

We cannot predict the effect, if any, of future sales of securities, or the availability of securities for future sales, on the market price of our outstanding securities. Sales of substantial amounts of common stock, or the perception that these sales could occur, may adversely affect prevailing market prices for our securities.

We also may issue from time to time additional shares of our securities or units of our operating partnership in connection with the acquisition of properties and we may grant additional demand or piggyback registration rights in connection with these issuances. Sales of substantial amounts of our securities or the perception that such sales could occur may adversely affect the prevailing market price for our securities or may impair our ability to raise capital through a sale of additional debt or equity securities.

An increase in market interest rates may have an adverse effect on the market price of our securities.

A factor investors may consider in deciding whether to buy or sell our securities is our dividend rate as a percentage of our share or unit price relative to market interest rates. If market interest rates increase, prospective investors may desire a higher dividend or interest rate on our securities or seek securities paying higher dividends or interest. The market price of our securities is likely based on the earnings and return that we derive from our investments, income with respect to our properties, and our related distributions to stockholders and not from the market value or underlying appraised value of the properties or investments themselves. As a result, interest rate fluctuations and capital market conditions can affect the market price of our securities. For instance, if interest rates rise without an increase in our dividend rate, the market price of our common or preferred stock could decrease because potential investors may require a higher dividend yield on our common or preferred stock as market rates on interest-bearing securities, such as bonds, rise. In addition, rising interest rates would result in increased interest expense on our variable-rate debt, thereby adversely affecting cash flow and our ability to service our indebtedness and pay dividends.

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Our board of directors can take many actions without stockholder approval.

Our board of directors has overall authority to oversee our operations and determine our major corporate policies. This authority includes significant flexibility. For example, our board of directors can do the following:

• terminate our advisor under certain conditions pursuant to advisory agreement, subject to the payment of a termination fee;

• amend or revise at any time and from time to time our investment, financing, borrowing and dividend policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, subject to the limitations and restrictions provided in our advisory agreement and mutual exclusivity agreement;

• amend our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal requirements;

• subject to the terms of our charter, prevent the ownership, transfer and/or accumulation of shares in order to protect our status as a REIT or for any other reason deemed to be in the best interests of us and our stockholders;

• issue additional shares without obtaining stockholder approval, which could dilute the ownership of our then-current stockholders;

• amend our charter to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series, without obtaining stockholder approval;

• classify or reclassify any unissued shares of our common stock or preferred stock and set the preferences, rights and other terms of such classified or reclassified shares, without obtaining stockholder approval;

• employ and compensate affiliates;

• direct our resources toward investments that do not ultimately appreciate over time; and

• determine that it is not in our best interests to attempt to qualify, or to continue to qualify, as a REIT.

Any of these actions could increase our operating expenses, impact our ability to make distributions or reduce the value of our assets without giving you, as a stockholder, the right to vote.

The ability of our board of directors to change our major policies without the consent of stockholders may not be in our stockholders’ interest.

Our board of directors determines our major policies, including policies and guidelines relating to our acquisitions, leverage, financing, growth, operations and distributions to stockholders. Our board of directors may amend or revise these and other policies and guidelines from time to time without the vote or consent of our stockholders, subject to certain limitations and restrictions provided in our advisory agreement. Accordingly, our stockholders will have limited control over changes in our policies and those changes could adversely affect our financial condition, results of operations, the market price of our stock and our ability to make distributions to our stockholders.

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our charter eliminates our directors’ and officers’ liability to us and our stockholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment to have been material to the cause of action. Our charter requires us to indemnify our directors and officers to the maximum extent permitted by Maryland law for liability actually incurred in connection with any proceeding to which they may be made, or threatened to be made, a party, except to the extent that the act or omission of the director or officer was material to the matter giving rise to the proceeding and was either committed in bad faith or was the result of active and deliberate dishonesty, the director or officer actually received an improper personal benefit in money, property or services, or, in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist under common law. In addition, we may be obligated to fund the defense costs incurred by our directors and officers.

Item 1B.    Unresolved Staff Comments

None.

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Item 2. Properties

OFFICES. We lease our headquarters located at 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

HOTEL PROPERTIES. As of December 31, 2017, we had ownership interests in 120 hotel properties that were included in our consolidated operations, which included direct ownership in 118 hotel properties and 85% ownership in two hotel properties through equity investments with joint venture partners. Currently, all of our hotel properties are located in the United States. The following table presents certain information related to our hotel properties:

Hotel Property	Location	Service Type	Total Rooms	% Owned		Owned Rooms	Year Ended December 31, 2017
							Occupancy		ADR		RevPAR
Fee Simple Properties
Embassy Suites	Austin, TX	Full service	150	100	%	150	84.96	%	$	159.53	$	135.54
Embassy Suites	Dallas, TX	Full service	150	100		150	81.27	%	$	135.47	$	110.09
Embassy Suites	Herndon, VA	Full service	150	100		150	82.17	%	$	157.73	$	129.60
Embassy Suites	Las Vegas, NV	Full service	220	100		220	92.30	%	$	133.02	$	122.78
Embassy Suites	Flagstaff, AZ	Full service	119	100		119	85.54	%	$	150.70	$	128.91
Embassy Suites	Houston, TX	Full service	150	100		150	81.01	%	$	154.11	$	124.84
Embassy Suites	West Palm Beach, FL	Full service	160	100		160	85.50	%	$	146.17	$	124.98
Embassy Suites	Philadelphia, PA	Full service	263	100		263	82.33	%	$	148.10	$	121.93
Embassy Suites	Walnut Creek, CA	Full service	249	100		249	82.04	%	$	172.34	$	141.39
Embassy Suites	Arlington, VA	Full service	267	100		267	89.62	%	$	198.16	$	177.59
Embassy Suites	Portland, OR	Full service	276	100		276	88.59	%	$	220.17	$	195.06
Embassy Suites	Santa Clara, CA	Full service	257	100		257	84.67	%	$	231.32	$	195.86
Embassy Suites	Orlando, FL	Full service	174	100		174	91.12	%	$	151.05	$	137.64
Hilton Garden Inn	Jacksonville, FL	Select service	119	100		119	73.15	%	$	123.99	$	90.69
Hilton Garden Inn	Austin, TX	Select service	254	100		254	79.33	%	$	188.67	$	149.67
Hilton Garden Inn	Baltimore, MD	Select service	158	100		158	82.37	%	$	117.51	$	96.79
Hilton Garden Inn	Virginia Beach, VA	Select service	176	100		176	84.63	%	$	136.00	$	115.10
Hilton Garden Inn	Wisconsin Dells, WI	Select service	128	100		128	69.07	%	$	120.89	$	83.50
Hilton	Houston, TX	Full service	242	100		242	76.23	%	$	128.89	$	98.25
Hilton	St. Petersburg, FL	Full service	333	100		333	78.57	%	$	152.18	$	119.57
Hilton	Santa Fe, NM	Full service	158	100		158	84.46	%	$	159.55	$	134.76
Hilton	Bloomington, MN	Full service	300	100		300	82.98	%	$	132.01	$	109.54
Hilton	Costa Mesa, CA	Full service	486	100		486	82.92	%	$	136.59	$	113.25
Hilton	Boston, MA	Full service	390	100		390	85.05	%	$	247.06	$	210.12
Hilton	Parsippany, NJ	Full service	353	100		353	67.45	%	$	156.92	$	105.84
Hilton	Tampa, FL	Full service	238	100		238	80.95	%	$	131.41	$	106.37
Hampton Inn	Lawrenceville, GA	Select service	85	100		85	81.81	%	$	108.62	$	88.86
Hampton Inn	Evansville, IN	Select service	140	100		140	57.09	%	$	112.08	$	63.99
Hampton Inn	Parsippany, NJ	Select service	152	100		152	70.26	%	$	137.84	$	96.85
Hampton Inn	Buford, GA	Select service	92	100		92	78.96	%	$	119.23	$	94.14
Hampton Inn	Phoenix, AZ	Select service	106	100		106	76.07	%	$	126.66	$	96.35
Hampton Inn - Waterfront	Pittsburgh, PA	Select service	113	100		113	75.09	%	$	124.77	$	93.68
Hampton Inn - Washington	Pittsburgh, PA	Select service	103	100		103	60.85	%	$	96.25	$	58.57
Hampton Inn	Columbus, OH	Select service	145	100		145	74.57	%	$	143.44	$	106.97
Marriott	Beverly Hills, CA	Full service	260	100		260	87.49	%	$	256.88	$	224.75
Marriott	Durham, NC	Full service	225	100		225	70.67	%	$	136.70	$	96.60
Marriott	Arlington, VA	Full service	701	100		701	78.53	%	$	188.67	$	148.16
Marriott	Bridgewater, NJ	Full service	347	100		347	70.17	%	$	212.45	$	149.07
Marriott	Dallas, TX	Full service	265	100		265	75.75	%	$	133.23	$	100.92
Marriott	Fremont, CA	Full service	357	100		357	82.94	%	$	183.85	$	152.49
Marriott	Memphis, TN	Full service	232	100		232	79.54	%	$	152.23	$	121.08
Marriott	Irving, TX	Full service	491	100		491	76.24	%	$	143.04	$	109.06
Marriott	Omaha, NE	Full service	300	100		300	56.11	%	$	125.55	$	70.44

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Hotel Property	Location	Service Type	Total Rooms	% Owned	Owned Rooms	Year Ended December 31, 2017
						Occupancy		ADR		RevPAR
Marriott	San Antonio, TX	Full service	251	100	251	70.33	%	$	140.45	$	98.78
Marriott	Sugarland, TX	Full service	300	100	300	77.48	%	$	146.76	$	113.71
SpringHill Suites by Marriott	Jacksonville, FL	Select service	102	100	102	86.26	%	$	111.95	$	96.56
SpringHill Suites by Marriott	Baltimore, MD	Select service	133	100	133	84.05	%	$	110.15	$	92.58
SpringHill Suites by Marriott	Kennesaw, GA	Select service	90	100	90	73.78	%	$	120.92	$	89.22
SpringHill Suites by Marriott	Buford, GA	Select service	97	100	97	83.56	%	$	109.32	$	91.34
SpringHill Suites by Marriott (5)	Centreville, VA	Select service	136	100	136	67.62	%	$	98.83	$	66.83
SpringHill Suites by Marriott	Charlotte, NC	Select service	136	100	136	71.33	%	$	111.82	$	79.76
SpringHill Suites by Marriott	Durham, NC	Select service	120	100	120	78.56	%	$	101.91	$	80.07
SpringHill Suites by Marriott	Manhattan Beach, CA	Select service	164	100	164	87.27	%	$	149.02	$	130.05
SpringHill Suites by Marriott	Plymouth Meeting, PA	Select service	199	100	199	72.54	%	$	114.66	$	83.17
SpringHill Suites by Marriott (5)	Glen Allen, VA	Select service	136	100	136	71.43	%	$	99.54	$	71.10
Fairfield Inn by Marriott	Kennesaw, GA	Select service	86	100	86	72.55	%	$	111.70	$	81.04
Courtyard by Marriott	Bloomington, IN	Select service	117	100	117	72.68	%	$	133.67	$	97.16
Courtyard by Marriott - Tremont	Boston, MA	Select service	315	100	315	80.76	%	$	227.57	$	183.78
Courtyard by Marriott	Columbus, IN	Select service	90	100	90	75.60	%	$	110.04	$	83.19
Courtyard by Marriott	Denver, CO	Select service	202	100	202	83.94	%	$	133.88	$	112.38
Courtyard by Marriott	Louisville, KY	Select service	150	100	150	77.62	%	$	136.65	$	106.07
Courtyard by Marriott	Gaithersburg, MD	Select service	210	100	210	68.10	%	$	147.94	$	100.74
Courtyard by Marriott	Crystal City, VA	Select service	272	100	272	79.48	%	$	150.61	$	119.70
Courtyard by Marriott	Ft. Lauderdale, FL	Select service	174	100	174	81.61	%	$	127.74	$	104.25
Courtyard by Marriott	Overland Park, KS	Select service	168	100	168	72.88	%	$	116.53	$	84.93
Courtyard by Marriott	Savannah, GA	Select service	156	100	156	82.07	%	$	142.28	$	116.77
Courtyard by Marriott	Foothill Ranch, CA	Select service	156	100	156	79.52	%	$	132.71	$	105.53
Courtyard by Marriott	Alpharetta, GA	Select service	154	100	154	74.43	%	$	145.19	$	108.06
Courtyard by Marriott	Oakland, CA	Select service	156	100	156	88.61	%	$	163.67	$	145.04
Courtyard by Marriott	Scottsdale, AZ	Select service	180	100	180	77.84	%	$	119.90	$	93.33
Courtyard by Marriott	Plano, TX	Select service	153	100	153	72.49	%	$	134.80	$	97.71
Courtyard by Marriott	Newark, CA	Select service	181	100	181	82.01	%	$	164.24	$	134.68
Courtyard by Marriott	Manchester, CT	Select service	90	85	77	76.58	%	$	135.37	$	103.66
Courtyard by Marriott	Basking Ridge, NJ	Select service	235	100	235	66.94	%	$	198.59	$	132.93
Courtyard by Marriott	Wichita, KS	Select service	128	100	128	75.26	%	$	124.19	$	93.47
Courtyard by Marriott - Billerica	Boston, MA	Select service	210	100	210	70.80	%	$	141.50	$	100.18
Homewood Suites	Pittsburgh, PA	Select service	148	100	148	62.27	%	$	126.77	$	78.94
Marriott Residence Inn	Lake Buena Vista, FL	Select service	210	100	210	83.12	%	$	135.01	$	112.23
Marriott Residence Inn	Evansville, IN	Select service	78	100	78	75.16	%	$	114.41	$	86.00
Marriott Residence Inn	Orlando, FL	Select service	350	100	350	79.33	%	$	125.42	$	99.49
Marriott Residence Inn	Falls Church, VA	Select service	159	100	159	78.88	%	$	146.09	$	115.23
Marriott Residence Inn	San Diego, CA	Select service	150	100	150	84.96	%	$	164.43	$	139.71
Marriott Residence Inn	Salt Lake City, UT	Select service	144	100	144	74.91	%	$	121.17	$	90.77
Marriott Residence Inn	Las Vegas, NV	Select service	256	100	256	85.89	%	$	126.12	$	108.32
Marriott Residence Inn	Phoenix, AZ	Select service	200	100	200	78.75	%	$	116.66	$	91.87
Marriott Residence Inn	Plano, TX	Select service	126	100	126	82.32	%	$	114.28	$	94.08
Marriott Residence Inn	Newark, CA	Select service	168	100	168	85.63	%	$	180.24	$	154.34
Marriott Residence Inn	Manchester, CT	Select service	96	85	82	83.94	%	$	139.11	$	116.77
Marriott Residence Inn	Jacksonville, FL	Select service	120	100	120	85.49	%	$	127.93	$	109.36
Marriott Residence Inn	Stillwater, OK	Select service	101	100	101	55.80	%	$	110.21	$	61.50
Marriott Residence Inn	Tampa, FL	Select service	109	100	109	76.03	%	$	159.55	$	121.31
TownePlace Suites by Marriott	Manhattan Beach, CA	Select service	143	100	143	87.74	%	$	139.30	$	122.22
One Ocean	Atlantic Beach, FL	Full service	193	100	193	71.29	%	$	209.93	$	149.66
Sheraton Hotel	Ann Arbor, MI	Full service	197	100	197	73.89	%	$	149.17	$	110.22
Sheraton Hotel	Langhorne, PA	Full service	186	100	186	69.41	%	$	120.71	$	83.78

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Hotel Property	Location	Service Type	Total Rooms	% Owned	Owned Rooms	Year Ended December 31, 2017
						Occupancy		ADR		RevPAR
Sheraton Hotel	Minneapolis, MN	Full service	220	100	220	66.11	%	$	127.50	$	84.29
Sheraton Hotel	Indianapolis, IN	Full service	378	100	378	78.21	%	$	131.63	$	102.95
Sheraton Hotel	Anchorage, AK	Full service	370	100	370	70.30	%	$	136.02	$	95.62
Sheraton Hotel	San Diego, CA	Full service	260	100	260	83.27	%	$	131.53	$	109.53
Hyatt Regency	Coral Gables, FL	Full service	253	100	253	85.26	%	$	189.43	$	161.50
Hyatt Regency	Hauppauge, NY	Full service	358	100	358	72.86	%	$	139.07	$	101.33
Hyatt Regency	Savannah, GA	Full service	351	100	351	88.06	%	$	177.04	$	155.90
Renaissance	Nashville, TN	Full service	673	100	673	85.95	%	$	239.34	$	205.71
Annapolis Historic Inn	Annapolis, MD	Full service	124	100	124	63.86	%	$	160.12	$	102.26
Lakeway Resort & Spa	Austin, TX	Full service	168	100	168	65.48	%	$	173.29	$	113.47
Silversmith	Chicago, IL	Full service	144	100	144	74.78	%	$	182.29	$	136.31
The Churchill	Washington, DC	Full service	173	100	173	69.39	%	$	193.50	$	134.26
The Melrose	Washington, DC	Full service	240	100	240	82.32	%	$	207.57	$	170.88
Le Pavillon	New Orleans, LA	Full service	226	100	226	63.77	%	$	158.50	$	101.07
The Ashton	Ft. Worth, TX	Full service	39	100	39	79.33	%	$	198.30	$	157.32
Westin	Princeton, NJ	Full service	296	100	296	66.16	%	$	155.81	$	103.09
W	Atlanta, GA	Full service	237	100	237	75.89	%	$	215.28	$	163.37
W	Minneapolis, MN	Full service	229	100	229	83.68	%	$	198.81	$	166.37
Le Meridien	Minneapolis, MN	Full service	60	100	60	78.89	%	$	201.85	$	159.23
Hotel Indigo	Atlanta, GA	Full service	140	100	140	71.84	%	$	141.29	$	101.50
Ritz-Carlton	Atlanta, GA	Full service	444	100	444	75.41	%	$	224.56	$	169.34
Ground Lease Properties
Crowne Plaza (1)	Key West, FL	Full service	160	100	160	83.16	%	$	278.50	$	231.60
Crowne Plaza (2)	Annapolis, MD	Full service	196	100	196	53.05	%	$	113.23	$	60.07
Hilton (3)	Ft. Worth, TX	Full service	294	100	294	77.76	%	$	164.53	$	127.94
Renaissance (4)	Palm Springs, CA	Full service	410	100	410	67.19	%	$	155.47	$	104.46
Total			25,058		25,031	77.53	%	$	159.26	$	123.47

________

⁽¹⁾ The ground lease expires in 2084.

⁽²⁾ The ground lease expires in 2114.

⁽³⁾ The ground lease expires in 2040.

⁽⁴⁾ The ground lease expires in 2059 with one 25-year extension option.

⁽⁵⁾ These hotel properties were held for sale as of December 31, 2017. See note 5 to our consolidated financial statements.

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Item 3. Legal Proceedings

Litigation—Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc.This litigation involves a landlord tenant dispute from 2008 in which the landlord, Palm Beach Florida Hotel and Office Building Limited Partnership, a subsidiary of the Company, claimed that the tenant had violated various lease provisions of the lease agreement and was therefore in default. The tenant counterclaimed and asserted multiple claims including that it had been wrongfully evicted. The litigation was instituted by the plaintiff in November 2008 in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida and proceeded to a jury trial on June 30, 2014. The jury entered its verdict awarding the tenant total claims of $10.8 million and ruling against the landlord on its claim of breach of contract. In 2016, the Court of Appeals reduced the original $10.8 million judgment to $8.8 million and added pre-judgment interest on the wrongful eviction judgment. The case was further appealed to the Florida Supreme Court. On May 23, 2017, the trial court issued an order compelling the company that issued the supersedeas bond, RLI, to pay approximately $10.0 million. On June 1, 2017, RLI paid Nantucket this amount and sought reimbursement from the Company. On June 27, 2017, the Florida Supreme Court denied the Company's petition for review. As a result, all of the appeals were exhausted and the judgment was final with the determination and reimbursement of attorney's fees being the only remaining dispute. On June 29, 2017, the balance of the judgment was paid to Nantucket by the Company. The amount of potential legal fees that could be owed cannot be predicted with any certainty.

The Company estimates its total loss including post judgment interest and reimbursement of the plaintiff’s legal fees to be approximately $17.3 million as of December 31, 2017, resulting in additional expense of $4.1 million for the year ended December 31, 2017.

On June 29, 2017, RLI filed suit in Federal District Court in Dallas seeking to recover the amounts previously paid to Nantucket. On July 19, 2017, the Company paid approximately $10.0 million to RLI mooting RLI's claim subject only to the alleged claim for attorneys fee. The Company paid the negotiated settlement of RLI's attorney fees in the amount of $100,000, on November 2, 2017, and a Stipulation for Dismissal was filed concluding the litigation.

We are engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss from these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position or results of operations. However, the final results of legal proceedings cannot be predicted with certainty and if we fail to prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position or results of operations could be materially adversely affected in future periods.

Item 4. Mine Safety Disclosures

Not Applicable

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

(a) Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matters

Market Price and Dividend Information

Our common stock is listed and traded on the New York Stock Exchange under the symbol “AHT.” On March 12, 2018, there were 361 registered holders of record of our common stock. In order to comply with certain requirements related to our qualification as a REIT, our charter limits the number of shares of capital stock that may be owned by any single person or affiliated group without our permission to 9.8% of the outstanding shares of any class of our capital stock. We are aware of one Section 13G filer that presently holds in excess of 9.8% of our outstanding common shares, but our board of directors has granted a waiver which provides this holder with an exception to our ownership restrictions.

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The following table sets forth, for the indicated periods, the high and low sales prices for our common stock as traded on that exchange and cash distributions declared per share of common stock. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information on the spin-off transaction.

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2017
High	$	8.23	$	6.82	$	6.73	$	7.20
Low	5.68		5.81		5.86		6.16
Close	6.37		6.08		6.67		6.73
Cash dividends declared per share	0.12		0.12		0.12		0.12
2016
High	$	6.40	$	6.40	$	7.16	$	7.91
Low	4.15		4.79		5.10		5.35
Close	6.38		5.37		5.89		7.76
Cash dividends declared per share	0.12		0.12		0.12		0.12

For the years ended December 31, 2017 and 2016, we declared and paid dividends of $0.48 per share, paid at a rate of $0.12 per share per quarter. In December 2017, the board of directors approved our dividend policy for 2018, and we expect to pay a quarterly dividend of $0.12 per share for 2018. The adoption of a dividend policy does not commit our board of directors to declare future dividends or the amount thereof. The board of directors will continue to review our dividend policy on a quarterly basis. We may incur indebtedness to meet distribution requirements imposed on REITs under the Internal Revenue Code to the extent that working capital and cash flow from our investments are insufficient to fund required distributions. We may elect to pay dividends on our common stock in cash or a combination of cash and shares of securities as permitted under federal income tax laws governing REIT distribution requirements. To maintain our qualification as a REIT, we intend to make annual distributions to our stockholders of at least 90% of our REIT taxable income, excluding net capital gains (which does not necessarily equal net income as calculated in accordance with GAAP). Distributions will be authorized by our board of directors and declared by us based upon a variety of factors deemed relevant by our directors. Our ability to pay distributions to our stockholders will depend, in part, upon our receipt of distributions from our operating partnership. This, in turn, may depend upon receipt of lease payments with respect to our properties from indirect, wholly-owned subsidiaries of our operating partnership and the management of our properties by our property managers.

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Characterization of Distributions

For income tax purposes, distributions paid consist of ordinary income, capital gains, return of capital or a combination thereof. Distributions paid per share were characterized as follows for the following fiscal years:

	2017					2016					2015
	Amount			%		Amount			%		Amount			%
Common Stock (cash):
Ordinary income	$	—		—	%	$	—		—	%	$	—		—	%
Capital gain	—			—		—			—		—			—
Return of capital	0.4800		(1)	100.0000		0.4800		(1)	100.0000		0.4800		(1)	100.0000
Total	$	0.4800		100.0000	%	$	0.4800		100.0000	%	$	0.4800		100.0000	%
Common Stock (stock):
Ordinary income	$	—		—	%	$	—		—	%	$	—		—	%
Capital gain	—			—		—			—		—			—	%
Return of capital	—			—		—			—		0.6099			100.0000	%
Total	$	—		—	%	$	—		—	%	$	0.6099		100.0000	%
Preferred Stock – Series A:
Ordinary income	$	—		—	%	$	—		—	%	$	—		—	%
Capital gain	0.8605		(1)	53.6739		—			—		1.8277		(1)	85.5064
Return of capital	0.7427		(1)	46.3261		2.1376		(1)	100.0000		0.3098		(1)	14.4936
Total	$	1.6032		100.0000	%	$	2.1376		100.0000	%	$	2.1375		100.0000	%
Preferred Stock – Series D:
Ordinary income	$	—		—	%	$	—		—	%	$	—		—	%
Capital gain	1.1338		(1)	53.6735		—			—		1.8064		(1)	85.5101
Return of capital	0.9786		(1)	46.3265		2.1124		(1)	100.0000		0.3061		(1)	14.4899
Total	$	2.1124		100.0000	%	$	2.1124		100.0000	%	$	2.1125		100.0000	%
Preferred Stock – Series E:
Ordinary income	$	—		—	%	$	—		—	%	$	—		—	%
Capital gain	—			—		—			—		1.9239		(1)	85.5067
Return of capital	—			—		1.6875		(1)	100.0000		0.3261		(1)	14.4933
Total	$	—		—	%	$	1.6875		100.0000	%	$	2.2500		100.0000	%
Preferred Stock – Series F:
Ordinary income	$	—		—	%	$	—		—	%	$	—		—	%
Capital gain	0.9895		(1)	53.6722		—			—		—			—
Return of capital	0.8541		(1)	46.3278		0.3995		(1)	100.0000		—			—
Total	$	1.8436		100.0000	%	$	0.3995		100.0000	%	$	—		—	%
Preferred Stock – Series G:
Ordinary income	$	—		—	%	$	—		—	%	$	—		—	%
Capital gain	0.9428		(1)	53.6719		—			—		—			—
Return of capital	0.8138		(1)	46.3281		—			—		—			—
Total	$	1.7566		100.0000	%	$	—		—	%	$	—		—	%
Preferred Stock – Series H:
Ordinary income	$	—		—	%	$	—		—	%	$	—		—	%
Capital gain	0.1006		(1)	53.6533		—			—		—			—
Return of capital	0.0869		(1)	46.3467		—			—		—			—
Total	$	0.1875		100.0000	%	$	—		—	%	$	—		—	%

____________________

⁽¹⁾  The fourth quarter 2015 preferred and common distributions paid January 15, 2016 are treated as 2016 distributions for tax purposes. The fourth quarter 2016 preferred and common distributions paid January 17, 2017 are treated as 2017 distributions for tax purposes. The fourth quarter 2017 preferred and common distributions paid January 16, 2018 are treated as 2018 distributions for tax purposes.

40

Equity Compensation Plan Information

The following table sets forth certain information with respect to securities authorized and available for issuance under our equity compensation plans as of December 31, 2017:

	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price Of Outstanding Options, Warrants, And Rights	Number of  Securities Remaining Available for Future Issuance
Equity compensation plans approved by security holders	None	N/A	4,032,250	(1)
Equity compensation plans not approved by security holders	None	N/A	None
Total	None	N/A	4,032,250

____________________

⁽¹⁾  As of December 31, 2017, there were 4,032,250 shares of our common stock, or securities convertible into 4,032,250 shares of our common stock that remained available for issuance under our Amended and Restated 2011 Stock Incentive Plan.

Performance Graph

The following graph compares the percentage change in the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Stock Index and the FTSE NAREIT Lodging & Resorts Index for the period from December 31, 2012 through December 31, 2017, assuming an initial investment of $100 in stock on December 31, 2012 with reinvestment of dividends. The NAREIT Lodging Resorts Index is not a published index; however, we believe the companies included in this index provide a representative example of enterprises in the lodging resort line of business in which we engage. Stockholders who wish to request a list of companies in the FTSE NAREIT Lodging & Resorts Index may send written requests to Ashford Hospitality Trust, Inc., Attention: Stockholder Relations, 14185 Dallas Parkway, Suite 1100, Dallas, Texas 75254.

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The stock price performance shown below on the graph is not necessarily indicative of future price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN

Among Ashford Hospitality Trust, Inc., the S&P Index and the FTSE NAREIT Lodging & Resorts Index

Purchases of Equity Securities by the Issuer

The following table provides the information with respect to purchases of shares of our common stock during each of the months in the fourth quarter of 2017:

Period	Total Number of Shares Purchased		Average Price Paid Per Share			Total Number of Shares Purchased as Part of Publicly Announced Plan (2)	Maximum Dollar Value of Shares That May Yet Be Purchased Under the Plan
Common stock:
October 1 to October 31	2,082	(1)	$	—	(3)	—	$	200,000,000
November 1 to November 30	3,549	(1)	—		(3)	—	200,000,000
December 1 to December 31	1,351	(1)	—		(3)	—	200,000,000
Total	6,982		$	—		—

____________________

⁽¹⁾  Includes shares that were repurchased when former employees of Ashford LLC, who held restricted shares of our common stock, forfeited the shares upon termination of employment.

⁽²⁾  On December 5, 2017, the board of directors reapproved a stock repurchase program (the “Repurchase Program”) pursuant to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) having an aggregate value of up to $200 million. The Board’s authorization replaced any previous repurchase authorizations.

⁽³⁾  There is no cost associated with the forfeiture of restricted shares of our common stock.

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Item 6. Selected Financial Data

The following sets forth our selected consolidated financial and operating information on a historical basis and should be read together with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto, which are included in “Item 8. Financial Statements and Supplementary Data.”

	Year Ended December 31,
	2017			2016			2015		2014			2013
	(in thousands, except per share amounts)
Statements of Operations Data:
Total revenue	$	1,439,270		$	1,492,043		$	1,336,966	$	794,849		$	939,527
Total operating expenses	1,304,265			1,336,339			1,199,051		718,157			822,630
Operating income (loss)	135,005			155,704			137,915		76,692			116,897
Income (loss) from continuing operations	(88,760		)	(58,782		)	305,813		(41,731		)	(48,460		)
Income (loss) from discontinued operations	—			—			—		33			(98		)
Net income (loss) attributable to the Company	(67,008		)	(46,285		)	270,939		(31,401		)	(41,283		)
Net income (loss) attributable to common stockholders	(122,568		)	(88,681		)	236,977		(65,363		)	(75,245		)
Diluted income (loss) per common share:
Income (loss) from continuing operations attributable to common stockholders	$	(1.30	)	$	(0.95	)	$	2.35	$	(0.75	)	$	(1.00	)
Income (loss) from discontinued operations attributable to common stockholders	—			—			—		—			—
Net income (loss) attributable to common stockholders	$	(1.30	)	$	(0.95	)	$	2.35	$	(0.75	)	$	(1.00	)
Weighted average diluted common shares	95,207			94,426			114,881		87,622			75,155

	December 31,
	2017		2016		2015		2014		2013
	(in thousands)
Balance Sheets Data:
Investments in hotel properties, net	$	4,035,915	$	4,160,563	$	2,128,611	$	2,128,611	$	2,164,389
Cash and cash equivalents	354,805		347,091		215,063		215,063		128,780
Restricted cash	116,787		144,014		85,830		85,830		61,498
Notes receivable	—		—		3,553		3,553		3,384
Total assets	4,669,850		4,891,544		2,770,110		2,770,110		2,668,973
Indebtedness, net	3,696,300		3,723,559		1,943,133		1,943,133		1,810,900
Total stockholders’ equity of the Company	632,500		791,621		531,633		531,633		617,789

	Year Ended December 31,
	2017			2016			2015			2014			2013
	(in thousands, except per share amounts)
Other Data:
Cash provided by (used in) operating activities	$	207,382		$	179,723		$	203,577		$	111,319		$	145,457
Cash provided by (used in) investing activities	(63,881		)	(21,858		)	(780,316		)	(207,245		)	(353,998		)
Cash provided by (used in) financing activities	(163,902		)	(34,150		)	644,604			182,209			151,386
Cash dividends declared per common share	0.48			0.48			0.48			0.48			0.48
EBITDA (unaudited) (1)	379,667			410,825			732,550			290,469			314,526
Funds From Operations (FFO) (unaudited) (1)	98,406			129,532			132,863			85,097			95,523

____________________

⁽¹⁾  A more detailed description and computation of FFO and EBITDA is contained in the “Non-GAAP Financial Measures” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

EXECUTIVE OVERVIEW

General

As of December 31, 2017, we owned 120 consolidated hotel properties, including 118 hotel properties directly owned, and two hotel properties owned through a majority-owned investment in a consolidated entity, which represents 25,058 total rooms, or 25,031 net rooms excluding those attributable to our partner. Currently, all of our hotel properties are located in the United States.

Based on our primary business objectives and forecasted operating conditions, our current key priorities and financial strategies include, among other things:

• acquisition of hotel properties that will be accretive to our portfolio;

• disposition of non-core hotel properties;

• pursuing capital market activities to enhance long-term stockholder value;

• preserving capital, enhancing liquidity, and continuing current cost-saving measures;

• implementing selective capital improvements designed to increase profitability;

• implementing effective asset management strategies to minimize operating costs and increase revenues;

• financing or refinancing hotels on competitive terms;

• utilizing hedges and derivatives to mitigate risks; and

• making other investments or divestitures that our board of directors deems appropriate.

Our current investment strategy is to focus on owning predominantly full-service hotels in the upscale and upper upscale segments in domestic and international markets that have revenue per available room (“RevPAR”) generally less than twice the national average. We believe that as supply, demand, and capital market cycles change, we will be able to shift our investment strategy to take advantage of new lodging-related investment opportunities as they may develop. Our board of directors may change our investment strategy at any time without stockholder approval or notice.

RECENT DEVELOPMENTS

On January 19, 2017, AHT SMA, LP, a Delaware limited partnership and a wholly-owned subsidiary of Ashford Trust entered into an Investment Management Agreement (the “Agreement”) with Ashford Investment Management, LLC (“AIM”), a subsidiary of Ashford Inc., to manage all or a portion of Ashford Trust’s excess cash (the “Account”). Pursuant to the Agreement, the Company retained and appointed AIM as the investment manager for us. The Agreement will govern the relationship between Ashford Trust and AIM, as well as grant AIM certain rights, powers and duties to act on behalf of the Company. AIM will not be compensated by us for its services under the Agreement. We bear all costs and expenses of the establishment and ongoing maintenance of the Account as well as all costs and expenses of AIM.

On February 1, 2017, the Company sold the Renaissance hotel in Portsmouth, Virginia (“Renaissance Portsmouth”) for approximately $9.2 million in cash. The sale resulted in a loss of $43,000 for the year ended December 31, 2017 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations. We repaid $20.2 million of principal on our mortgage loan that was partially secured by the Renaissance Portsmouth.

On February 20, 2017, the board of directors of the Company appointed Mr. Douglas A. Kessler as Chief Executive Officer of the Company, effective February 21, 2017. Also on February 20, 2017, Mr. Monty J. Bennett ceased to serve as the Company’s Chief Executive Officer. Mr. Bennett remains the Chairman of the Board. In order to provide greater focus to the Company, on April 27, 2017, Mr. Kessler resigned from the Board of Directors of Ashford Prime and no longer is President of Ashford Prime.

In connection with the appointment of Mr. Kessler as Chief Executive Officer of the Company, the Company and Mr. Kessler entered into a Restricted Stock Award Agreement (the “Award Agreement”), pursuant to which Mr. Kessler received 359,477 shares of Restricted Stock (as defined in the Award Agreement).

On March 2, 2017, we invested an additional $650,000 in OpenKey.

On March 6, 2017, the Company sold the Embassy Suites in Syracuse, New York (“Embassy Suites Syracuse”) for approximately $8.8 million in cash. The sale resulted in a loss of $40,000 for the year ended December 31, 2017 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations. We repaid $20.6 million of principal on our mortgage loan that was partially secured by the Embassy Suites Syracuse.

44

On March 7, 2017, AIM REHE Funds GP, LP (“AIM GP”), the general partner of the AQUA U.S. Fund, provided written notice to Ashford Trust of its election to dissolve the AQUA U.S. Fund pursuant to Section 6.1(a) of the Second Amended and Restated Limited Partnership Agreement of the AQUA U.S. Fund as of March 31, 2017. Pursuant to this election, we liquidated our investment in the AQUA U.S. Fund subject to a 5% hold back of $2.6 million which was received during the second quarter of 2017 upon completion of the audit of the AQUA U.S. Fund’s financial statements.

On May 10, 2017, we refinanced a $105.0 million mortgage loan, secured by the Renaissance Nashville in Nashville, Tennessee and the Westin in Princeton, New Jersey. The new mortgage loan totals $181.0 million, of which our initial advance was $164.7 million with future advances totaling $16.3 million as reimbursement for capital expenditures. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 3.00%. Beginning on July 1, 2020, quarterly principal payments of $750,000 are due.The stated maturity is June 2022, with no extension options.

On May 23, 2017, the trial court, in the matter of Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc., issued an order compelling the company that issued the supersedeas bond, RLI Insurance Company (“RLI”), to pay approximately $10.0 million. On June 1, 2017, RLI paid Nantucket this amount and sought reimbursement from the Company. On June 27, 2017, the Florida Supreme Court denied the Company's petition for review. As a result, all of the appeals were exhausted and the judgment was final with the determination and reimbursement of attorney's fees being the only remaining dispute. On June 29, 2017, the balance of the judgment was paid to Nantucket by the Company.

The Company estimates its total loss including post judgment interest and reimbursement of the plaintiff’s legal fees to be approximately $17.3 million as of December 31, 2017, resulting in additional expense of $4.1 million for the year ended December 31, 2017, respectively.

On May 24, 2017, we refinanced a $15.7 million mortgage loan, secured by the Hotel Indigo (“Hotel Indigo Atlanta”) in Atlanta, Georgia. The new loan totals $16.1 million. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 2.90% for the first two years with a 30-year amortization schedule based on a 6% interest rate starting in the third year. The stated maturity is May 2020, with two one-year extension options.

On June 29, 2017, RLI filed suit in Federal District Court in Dallas seeking to recover the amounts previously paid to Nantucket. On July 19, 2017, the Company paid approximately $10.0 million to RLI mooting RLI's claim subject only to the alleged claim for attorney fees. The Company paid the negotiated settlement of RLI's attorney fees in the amount of $100,000, on November 2, 2017, and a Stipulation for Dismissal was filed concluding the litigation.

On June 29, 2017, the Company sold the Crowne Plaza Ravinia in Atlanta, Georgia for approximately $88.7 million in cash. The sale resulted in a gain of $14.1 million for the year endedDecember 31, 2017 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations. The Company also repaid approximately $78.7 million of debt associated with the hotel property.

On August 25, 2017, the Company issued 3.4 million shares of 7.50% Series H cumulative preferred stock. The Series H cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series A cumulative preferred stock (all shares redeemed on September 18, 2017), Series D cumulative preferred stock (7.1 million shares redeemed in 2017), Series F cumulative preferred stock, Series G cumulative preferred stock and Series I cumulative preferred stock (discussed below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. On September 8, 2017, we issued 400,000 additional shares of 7.50% Series H cumulative preferred stock pursuant to the over-allotment option.

On August 31, 2017, we invested an additional $333,000 in OpenKey, resulting in a 16.2% total ownership interest.

On September 18, 2017, the Company redeemed its 8.55% Series A cumulative preferred stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.4631 per share, for a total redemption price of $25.4631 per share.

On September 18, 2017, the Company redeemed approximately 1.6 million shares of its 8.45% Series D cumulative preferred stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.4577 per share, for a total redemption price of $25.4577 per share.

On October 4, 2017, the Company redeemed 379,036 shares of 8.45% Series D cumulative preferred shares at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.5516 per share, for a total redemption price of $25.5516 per share.

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On October 30, 2017, we refinanced our $94.7 million mortgage loan, with an outstanding balance of $94.5 million, secured by the Hilton Boston Back Bay in Boston, Massachusetts. The new mortgage loan totals $97.0 million, provides for a floating interest rate of LIBOR + 2.00%, a five-year term with no extension options and is secured by the Hilton Boston Back Bay.

On October 31, 2017, we refinanced our $412.5 million mortgage loan, secured by seventeen hotels. The new mortgage loan totals $427.0 million, is interest only, provides for a floating interest rate of LIBOR + 3.00% and has a two-year initial term with five one-year extension options. The new mortgage loan is secured by the following seventeen hotels: the Courtyard Alpharetta, Courtyard Bloomington, Courtyard Crystal City, Courtyard Foothill Ranch, Embassy Suites Austin, Embassy Suites Dallas, Embassy Suites Houston, Embassy Suites Las Vegas, Embassy Suites Palm Beach, Hampton Inn Evansville, Hilton Garden Inn Jacksonville, Hilton Nassau Bay, Hilton St. Petersburg, Residence Inn Evansville, Residence Inn Falls Church, Residence Inn San Diego and Sheraton Indianapolis.

On November 17, 2017, the Company issued 5.4 million shares of 7.50% Series I cumulative preferred stock. The Series I cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series D cumulative preferred stock (7.1 million shares redeemed in 2017), Series F cumulative preferred stock, Series G cumulative preferred stock and Series H cumulative preferred stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs.

On December 5, 2017, the board of directors reapproved a stock repurchase program (the “Repurchase Program”) pursuant to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) having an aggregate value of up to $200 million. The Board’s authorization replaced any previous repurchase authorizations. On December 11, 2017, we entered into equity distribution agreements with UBS Securities LLC, Morgan Stanley & Co. LLC, B. Riley FBR, Inc., Robert W. Baird & Co. Incorporated, D.A. Davidson & Co., Deutsche Bank Securities Inc. and Janney Montgomery Scott LLC, each acting as a sales agent (the “Equity Distribution Agreements”). Pursuant to the Equity Distribution Agreements, we may sell from time to time through the sales agents shares of our common stock having an aggregate offering price of up to $100.0 million. Sales of shares of our common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 of the Securities Act, including sales made directly on the New York Stock Exchange, the existing trading market for our common stock, or sales made to or through a market maker other than on an exchange or through an electronic communications network. We will pay each of the sales agents a commission, which in each case shall not be more than 2.0% of the gross sales price of the shares of our common stock sold through such sales agent. As of December 31, 2017, no shares of our common stock have been sold under this program.

On December 8, 2017, the Company redeemed approximately 5.1 million shares of its 8.45% Series D cumulative preferred stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.3990 per share, for a total redemption price of $25.3990 per share.

On January 17, 2018, we refinanced our $376.8 million mortgage loan. The new mortgage loan totaled $395.0 million. The new mortgage loan has a two-year initial term and five one-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 2.92%. The Mortgage loan is secured by eight hotels: Embassy Suites Portland, Embassy Suites Crystal City, Embassy Suites Orlando, Embassy Suites Santa Clara, Crowne Plaza Key West, Hilton Costa Mesa, Sheraton Minneapolis, and Historic Inns of Annapolis.

On February 20, 2018, we completed the sale of the SpringHill Suites Glen Allen for approximately $10.9 million.

RESULTS OF OPERATIONS

RevPAR is a commonly used measure within the hotel industry to evaluate hotel operations. RevPAR is defined as the product of the ADR charged and the average daily occupancy achieved. RevPAR does not include revenues from food and beverage or parking, telephone, or other guest services generated by the property. Although RevPAR does not include these ancillary revenues, it is generally considered the leading indicator of core revenues for many hotels. We also use RevPAR to compare the results of our hotels between periods and to analyze results of our comparable hotels (comparable hotels represent hotels we have owned for the entire year). RevPAR improvements attributable to increases in occupancy are generally accompanied by increases in most categories of variable operating costs. RevPAR improvements attributable to increases in ADR are generally accompanied by increases in limited categories of operating costs, such as management fees and franchise fees.

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The following table summarizes the changes in key line items from our consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015 (in thousands):

	Year Ended December 31,									Favorable (Unfavorable) Change
	2017			2016			2015			2017 to 2016			2016 to 2015
Total revenue	$	1,439,270		$	1,492,043		$	1,336,966		$	(52,773	)	$	155,077
Total hotel expenses	(907,301		)	(938,399		)	(840,244		)	31,098			(98,155		)
Property taxes, insurance and other	(73,579		)	(73,457		)	(65,301		)	(122		)	(8,156		)
Depreciation and amortization	(246,731		)	(243,863		)	(210,410		)	(2,868		)	(33,453		)
Impairment charges	(10,153		)	(17,816		)	(19,511		)	7,663			1,695
Transaction costs	(14		)	(77		)	(6,252		)	63			6,175
Advisory service fee	(53,199		)	(54,361		)	(43,023		)	1,162			(11,338		)
Corporate general and administrative	(13,288		)	(8,366		)	(14,310		)	(4,922		)	5,944
Operating income (loss)	135,005			155,704			137,915			(20,699		)	17,789
Equity in earnings (loss) of unconsolidated entities	(5,866		)	(6,110		)	(6,831		)	244			721
Interest income	2,202			331			90			1,871			241
Gain (loss) on acquisition of PIM Highland JV and sale of hotel properties	14,030			31,599			380,752			(17,569		)	(349,153		)
Other income (expense)	(3,422		)	(4,517		)	(864		)	1,095			(3,653		)
Interest expense and amortization of loan costs	(222,631		)	(223,967		)	(187,514		)	1,336			(36,453		)
Write-off of premiums, loan costs and exit fees	(2,845		)	(12,702		)	(5,750		)	9,857			(6,952		)
Unrealized gain (loss) on marketable securities	(4,649		)	4,946			127			(9,595		)	4,819
Unrealized gain (loss) on derivatives	(2,802		)	(2,534		)	(7,402		)	(268		)	4,868
Income tax benefit (expense)	2,218			(1,532		)	(4,710		)	3,750			3,178
Income (loss) from continuing operations	(88,760		)	(58,782		)	305,813			(29,978		)	(364,595		)
Gain (loss) on sale of hotel property, net of tax	—			—			599			—			(599		)
Net income (loss)	(88,760		)	(58,782		)	306,412			(29,978		)	(365,194		)
(Income) loss from consolidated entities attributable to noncontrolling interests	110			14			30			96			(16		)
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	21,642			12,483			(35,503		)	9,159			47,986
Net income (loss) attributable to the Company	$	(67,008	)	$	(46,285	)	$	270,939		$	(20,723	)	$	(317,224	)

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Comparison of Year Ended December 31, 2017with Year Ended December 31, 2016

All hotel properties owned during the years ended December 31, 2017 and 2016 have been included in our results of operations during the respective periods in which they were owned. Based on when a hotel property was acquired or disposed, operating results for certain hotel properties are not comparable for the years ended December 31, 2017 and 2016. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following acquisitions and dispositions affect reporting comparability related to our consolidated financial statements:

Hotel Properties	Location	Type	Date
5-hotel portfolio (1)	Various	Disposition	June 1, 2016
Hampton Inn & Suites (1)	Gainesville, FL	Disposition	September 1, 2016
SpringHill Suites Gaithersburg (1)	Gaithersburg, MD	Disposition	October 1, 2016
2-hotel portfolio (1)	Palm Desert, CA	Disposition	October 7, 2016
Renaissance (1)	Portsmouth, VA	Disposition	February 1, 2017
Embassy Suites (1)	Syracuse, NY	Disposition	March 6, 2017
Crowne Plaza Ravinia (1)	Atlanta, GA	Disposition	June 29, 2017

____________________________________

⁽¹⁾ Collectively referred to as “Hotel Dispositions”

The following table illustrates the key performance indicators of the hotel properties and WorldQuest included in our results of operations:

	Year Ended December 31,
	2017			2016
RevPAR (revenue per available room)	$	122.48		$	118.44
Occupancy	77.36		%	77.00		%
ADR (average daily rate)	$	158.33		$	153.83

The following table illustrates the key performance indicators of the 120 hotel properties and WorldQuest that were included for the full years ended December 31, 2017 and 2016, respectively:

	Year Ended December 31,
	2017			2016
RevPar	$	122.96		$	120.77
Occupancy	77.46		%	77.14		%
ADR	$	158.74		$	156.56

Net Income (Loss) Attributable to the Company. Net loss attributable to the Company increased $20.7 million, from $46.3 million for the year endedDecember 31, 2016 (“2016”) to $67.0 million for the year endedDecember 31, 2017 (“2017”) as a result of the factors discussed below.

Revenue.Rooms revenue from our hotel properties and WorldQuest decreased $37.1 million, or 3.1%, to $1.1 billion during 2017 compared to 2016. This decrease is primarily attributable to lower rooms revenue of $54.3 million related to our Hotel Dispositions, partially offset by higher rooms revenue of $17.3 million from our comparable hotel properties and WorldQuest, which experienced a 1.4% increase in room rates and a 32 basis point increase in occupancy.

Food and beverage revenue decreased $18.4 million, or 7.3%, to $234.8 million during 2017 compared to 2016. This decrease is attributable to lower food and beverage revenue of $9.4 million from our Hotel Dispositions and $9.0 million from our comparable hotel properties and WorldQuest. The decrease in our comparable hotel properties and WorldQuest is primarily attributable to approximately $1.6 million associated with the renovation of the DFW Airport Marriott in Irving, Texas and unfavorable year over year changes in the July 4th holiday calendar moving from the weekend to midweek.

Other hotel revenue, which consists mainly of Internet access, parking, and spa, increased $1.3 million, or 2.3%, to $58.2 million during 2017 compared to 2016. This increase is primarily attributable to higher other revenue of $3.0 million from our

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comparable hotel properties and WorldQuest, partially offset by lower other revenue of $1.6 million from our Hotel Dispositions. Other non-hotel revenue increased $1.4 million, or 81.1%, to $3.2 million in 2017.

Hotel Operating Expenses. Hotel operating expenses decreased $31.1 million, or 3.3%, to $907.3 million during 2017 compared to 2016. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. Direct expenses decreased $18.2 million in 2017 as compared to 2016, which was comprised of a decrease of $20.1 million related to our Hotel Dispositions, partially offset by an increase of $1.9 million from our comparable hotel properties and WorldQuest. Direct expenses were 30.1% of total hotel revenue for both 2017 and 2016. Indirect expenses and management fees decreased $12.9 million in 2017 as compared to 2016, which was comprised of a decrease of $21.6 million from our Hotel Dispositions, partially offset by an increase of $8.7 million from our comparable hotel properties and WorldQuest. The increase from our comparable hotel properties was primarily attributable to uninsured hurricane related costs of $2.8 million and $4.2 million from an additional accrual related to the final judgment in the lawsuit captioned Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. See note 12 to our consolidated financial statements.

Property Taxes, Insurance, and Other. Property taxes, insurance, and other increased $122,000 or 0.2%, to $73.6 million during 2017 compared to 2016. The increase was primarily due to $3.3 million from our comparable hotel properties and WorldQuest, partially offset by a decrease of $3.2 million from our Hotel Dispositions.

Depreciation and Amortization. Depreciation and amortization increased $2.9 million or 1.2%, to $246.7 million during 2017 compared to 2016. The increase was primarily due to $12.2 million of depreciation and amortization at our comparable hotel properties and WorldQuest, partially offset by a decrease of $9.3 million from our Hotel Dispositions.

Impairment Charges. We recorded impairment charges of $10.2 million and $17.8 million in 2017 and 2016, respectively. We recorded an impairment charge of $2.0 million in 2017 for damages to hotel properties from Hurricanes Harvey and Irma and an impairment charge totaling $8.2 million at the SpringHill Suites in Centreville, Virginia and the SpringHill Suites in Glen Allen, Virginia. We recorded an impairment charge of $17.8 million in 2016 comprised of impairment charges totaling $18.3 million on SpringHill Suites Gaithersburg, Embassy Suites Syracuse and Renaissance Portsmouth, partially offset by an impairment credit of $500,000 related to a valuation adjustment on a previously impaired mezzanine loan.

Transaction Costs. Transaction costs decreased $63,000 or 81.8%, to $14,000 in 2017 compared to 2016.

Advisory Service Fee. The advisory services fee decreased $1.2 million or 2.1%, to $53.2 million in 2017 compared to 2016, which represents a fee paid in connection with our advisory agreement with Ashford Inc. In 2017, the advisory services fee was comprised of a base advisory fee of $34.7 million, equity-based compensation of $11.1 million from equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. and reimbursable expenses of $7.5 million. In 2016, the advisory services fee was comprised of a base advisory fee of $34.6 million, reimbursable expenses of $5.9 million, an incentive fee of $5.4 million and equity-based compensation of $8.4 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.

Corporate, General, and Administrative. Corporate, general, and administrative expenses increased $4.9 million, or 58.8%, to $13.3 million during 2017 compared to 2016. The increase was primarily attributable to higher transaction, acquisition and management conversion costs of $2.5 million and higher public company costs, office expenses, professional fees and other miscellaneous expenses of $2.5 million in 2017 compared to 2016.

Equity in Earnings (Loss) of Unconsolidated Entities. We recorded equity in loss of unconsolidated entities of $5.9 million and $6.1 million in 2017 and 2016, respectively. In 2017 we recorded equity in loss of $5.4 million from Ashford Inc. and $481,000 from OpenKey, partially offset by equity in earnings of $52,000 from the AQUA U.S. Fund. In 2016 we recorded equity in loss of $5.1 million from the AQUA U.S. Fund, $743,000 from Ashford Inc. and $305,000 from OpenKey.

Interest Income. Interest income was $2.2 million and $331,000 in 2017 and 2016, respectively.

Gain (Loss) on Acquisition of PIM Highland JV and Sale of Hotel Properties. Gain on acquisition of PIM Highland JV and sale of hotel properties was $14.0 million and $31.6 million in 2017 and 2016, respectively. The gain in 2017 was related to a gain of $14.1 million on the sale of the Crowne Plaza Ravinia, slightly offset by losses from the sales of the Renaissance Portsmouth and Embassy Suites Syracuse. The gain in 2016 was primarily related to our Hotel Dispositions, slightly offset by a loss on the sale of a vacant lot associated with the Le Pavillon Hotel in New Orleans, Louisiana.

Other Income (Expense). Other expense decreased $1.1 million, or 24.2%, to $3.4 million in 2017 compared to 2016. In 2017, we recognized realized losses of $4.2 million related to the termination of CMBX tranches, $543,000 on the maturities of options on futures contracts and $1.0 million of CMBX premiums and usage fees. These realized losses were partially offset by

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dividend income of $1.1 million, a realized gain of $971,000 on marketable securities and other miscellaneous income of $250,000. In 2016, we recognized realized losses of $3.3 million related to the termination of CMBX tranches, $313,000 related to the maturity of options on futures contracts, $150,000 from an investment write-off and $872,000 of CMBX premiums and usage fees.

Interest Expense and Amortization of Loan Costs. Interest expense and amortization of loan costs decreased $1.3 million or 0.6%, to $222.6 million during 2017 compared to 2016. The decrease is primarily due to lower interest expense and amortization of loan costs of $8.1 million from our Hotel Dispositions, partially offset by an increase of $6.8 million from higher interest expense and amortization of loan costs as a result of refinances and an increase in LIBOR rates. The average LIBOR rates in 2017 and 2016 were 1.11% and 0.45%, respectively.

Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $2.8 million and $12.7 million in 2017 and 2016, respectively. In 2017, we incurred write-off of premiums and loan costs of $324,000 and exit fees of $2.5 million from refinancing a mortgage loan secured by the Nashville Renaissance and Princeton Westin as well as the refinance of a mortgage loan secured by 17 hotel properties. In 2016, we incurred write-off of loan costs and exit fees of $12.7 million resulting from the write-off of unamortized loan costs of $897,000 and other exit fees of $11.8 million related to the sale of a five-hotel portfolio and the Hampton Inn Gainesville.

Unrealized Gain (Loss) on Marketable Securities. Unrealized gain (loss) on marketable securities was a loss of $4.6 million in 2017 and a gain of $4.9 million in 2016, which are based on changes in closing market prices during the period.

Unrealized Gain (Loss) on Derivatives. Unrealized loss on derivatives increased $268,000 or 10.6%, to $2.8 million during 2017 compared to 2016. In 2017, we recognized unrealized losses of $4.2 million, $2.4 million and $758,000 associated with the remaining CMBX tranches, interest rate floors, and interest rate caps, respectively, partially offset by unrealized gains of $4.2 million associated with the reclassification to other income (expense) for the recognition of realized losses from CMBX tranche terminations and $427,000 associated with the reclassification to other income (expense) for maturities of options on futures contracts. In 2016, we recorded an unrealized gain of $611,000 related to interest rate floors, a $3.3 million unrealized gain associated with the reclassification to other income (expense) for the recognition of the realized loss from CMBX tranche terminations and a $313,000 unrealized gain associated with the reclassification to other income (expense) for the maturity of options on futures contracts, partially offset by unrealized losses of $5.8 million, $348,000 and $536,000 on the remaining CMBX tranches, options on futures contracts and interest rate derivatives, respectively. The fair value of interest rate floors and interest rate derivatives are primarily based on movements in the LIBOR forward curve and the passage of time. The fair value of options on futures contracts is determined based on the last reported settlement price as of the measurement date. The fair value of credit default swaps is based on the change in value of CMBX indices.

Income Tax (Expense) Benefit. Income tax (expense) benefit changed $3.8 million, from expense of $1.5 million in 2016 to a benefit of $2.2 million in 2017. The change in income tax benefit (expense) is primarily due to a decrease in the profitability of the Company’s taxable REIT subsidiaries in 2017 compared to 2016 as well as the estimated benefit related to the Tax Cuts and Jobs Act of 2017.

(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. Our noncontrolling interest partner in consolidated entities was allocated losses of $110,000 and $14,000 during 2017 and 2016, respectively.

Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in our operating partnership were allocated their proportionate share of net loss of $21.6 million and $12.5 million in 2017 and 2016, respectively. Redeemable noncontrolling interests represented ownership interests of 15.52% and 14.48% in the operating partnership at December 31, 2017 and 2016, respectively.

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Comparison of Year Ended December 31, 2016 with Year Ended December 31, 2015

All hotel properties owned for the years ended December 31, 2016 and 2015 have been included in our results of operations during the respective periods. Based on when a hotel property was acquired or disposed, operating results for certain hotel properties are not comparable for the years ended December 31, 2016 and 2015. The hotel properties listed below are not comparable hotel properties for the periods indicated and all other hotel properties are considered comparable hotel properties. The following acquisitions and dispositions affect reporting comparability related to our consolidated financial statements:

Hotel Properties	Location	Type	Date
Lakeway Resort & Spa (1)	Austin, TX	Acquisition	February 6, 2015
Memphis Marriott East (1)	Memphis, TN	Acquisition	February 25, 2015
PIM Highland JV (28.26% interest) (28 hotels)	Various	Acquisition	March 6, 2015
Hampton Inn & Suites (1)	Gainesville, FL	Acquisition	April 29, 2015
Le Pavillon Hotel (1)	New Orleans, LA	Acquisition	June 3, 2015
9-hotel portfolio (1)	Various	Acquisition	June 17, 2015
W Atlanta Downtown (1)	Atlanta, GA	Acquisition	July 1, 2015
Le Meridien Minneapolis (1)	Minneapolis, MN	Acquisition	July 23, 2015
Hilton Garden Inn - Wisconsin Dells (1)	Wisconsin Dells, WI	Acquisition	August 5, 2015
Hotel Indigo Atlanta (1)	Atlanta, GA	Acquisition	October 15, 2015
W Minneapolis Foshay (1)	Minneapolis, MI	Acquisition	November 10, 2015
5-hotel portfolio (2)	Various	Disposition	June 1, 2016
Hampton Inn & Suites (2)	Gainesville, FL	Disposition	September 1, 2016
SpringHill Suites Gaithersburg (2)	Gaithersburg, MD	Disposition	October 1, 2016
2-hotel portfolio (2)	Palm Desert, CA	Disposition	October 7, 2016

____________________________________

⁽¹⁾ Collectively reported as (“2015 Hotel Acquisitions”)

⁽²⁾ Collectively reported as (“2016 Hotel Dispositions”)

The following table illustrates the key performance indicators of the hotel properties and WorldQuest included in our results of operations:

	Year Ended December 31,
	2016			2015
RevPAR (revenue per available room)	$	118.44		$	114.25
Occupancy	77.00		%	77.27		%
ADR (average daily rate)	$	153.83		$	147.85

The following table illustrates the key performance indicators of the 78 hotel properties and WorldQuest that were included for the full years ended 2016 and 2015, respectively:

	Year Ended December 31,
	2016			2015
RevPar (revenue per available room)	$	118.21		$	113.52
Occupancy	78.86		%	78.21		%
ADR (average daily rate)	$	149.91		$	145.15

Net Income (Loss) Attributable to the Company. Net income (loss) attributable to the Company changed $317.2 million, from net income of $270.9 million for the year ended December 31, 2015 (“2015”) to net loss of $46.3 million for the year ended December 31, 2016 (“2016”) as a result of the factors discussed below.

Revenue. Rooms revenue from our hotel properties increased $121.2 million, or 11.4%, to $1.2 billion during 2016 compared to 2015. We experienced an increase in rooms revenue of $66.6 million as a result of the PIM Highland JV acquisition, $53.5

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million associated with the 2015 Hotel Acquisitions and $27.1 million from our comparable hotel properties and WorldQuest, which experienced an increase of 65 basis points in occupancy and an increase of 3.3% in room rates. This increase was offset by lower revenue of $26.0 million resulting from our 2016 Hotel Dispositions.

Food and beverage revenue experienced an increase of $26.1 million, or 11.5%, to $253.2 million during 2016 compared to 2015. This increase is a result of $20.2 million from the PIM Highland JV acquisition, $10.0 million associated with the 2015 Hotel Acquisitions, offset by lower revenue of $2.2 million from our comparable hotel properties and WorldQuest and $1.5 million resulting from our 2016 Hotel Dispositions.

Other hotel revenue, which consists mainly of Internet access, parking, and spa, experienced an increase of $8.2 million, or 16.8%, to $56.9 million during 2016 compared to 2015. This increase is a result of $3.3 million from the PIM Highland JV acquisition, $5.4 million associated with the 2015 Hotel Acquisitions and $270,000 from our comparable hotel properties and WorldQuest, offset by lower revenue of $815,000 from our 2016 Hotel Dispositions. Other non-hotel revenue decreased $414,000, or 19.2% to $1.7 million during 2016 compared to 2015. The decrease in other non-hotel revenue is primarily attributable to the acquisition of the PIM Highland JV. Prior to the acquisition, we received expense reimbursements related to our managing the day-to-day operations and providing corporate administrative services such as accounting, insurance, marketing support, asset management, and other services.

Hotel Operating Expenses. Hotel operating expenses increased $98.2 million, or 11.7%, to $938.4 million during 2016 compared to 2015. Hotel operating expenses consist of direct expenses from departments associated with revenue streams and indirect expenses associated with support departments and management fees. We experienced an increase in direct expenses of $44.9 million in 2016 compared to 2015. The increase in direct expenses was comprised of $29.5 million from the PIM Highland JV acquisition, $20.0 million as a result of the 2015 Hotel Acquisitions and $4.5 million from our comparable hotel properties and WorldQuest, offset by a decrease of $9.1 million from our 2016 Hotel Dispositions. Direct expenses were 30.2% and 30.4% of total hotel revenue in 2016 and 2015, respectively. We experienced an increase in indirect expenses and management fees of $53.3 million in 2016 compared to 2015, which was comprised of $31.1 million from the PIM Highland JV acquisition, $23.2 million from the 2015 Hotel Acquisitions and $8.3 million from our comparable hotel properties and WorldQuest, offset by a decrease of $9.4 million from our 2016 Hotel Dispositions. The increases from our comparable hotel properties and WorldQuest are attributable to higher hotel revenues at those properties.

Property Taxes, Insurance, and Other. Property taxes, insurance, and other increased $8.2 million or 12.5%, to $73.5 million during 2016 compared to 2015. The increase was comprised of $3.7 million of property taxes, insurance, and other associated with the PIM Highland JV acquisition, $5.0 million associated with the 2015 Hotel Acquisitions and $1.6 million from our comparable hotel properties and WorldQuest. This increase was partially offset by $1.7 million from our 2016 Hotel Dispositions.

Depreciation and Amortization. Depreciation and amortization increased $33.5 million or 15.9%, to $243.9 million during 2016 compared to 2015. The increase was primarily due to $12.8 million of depreciation and amortization associated with the PIM Highland JV acquisition and $14.7 million associated with the 2015 Hotel Acquisitions. The remaining increase of $11.6 million is attributable to capital expenditures at our comparable hotel properties that have occurred since December 31, 2015. These increases were offset by a decrease of $5.6 million from our 2016 Hotel Dispositions.

Impairment Charges. We recorded impairment charges of $17.8 million and $19.5 million in 2016 and 2015, respectively. We recorded impairment charges on the SpringHill Suites Gaithersburg, Embassy Suites Syracuse and Renaissance Portsmouth totaling $18.3 million, offset by an impairment credit of $500,000 in 2016 and on the SpringHill Suites Gaithersburg and Residence Inn Las Vegas totaling $19.9 million, offset by an impairment credit of $439,000 in 2015.

Transaction Costs. Transaction costs decreased $6.2 million or 98.8%, to $77,000 in 2016 compared to 2015. The decrease is primarily attributable to the costs related to the acquisitions of the PIM Highland JV, Lakeway Resort, Memphis Marriott, Hampton Inn Gainesville, Le Pavillon, Rockbridge Portfolio, W Atlanta, Le Meridien Minneapolis, Hilton Garden Inn - Wisconsin Dells, Hotel Indigo Atlanta and W Minneapolis in 2015.

Advisory Service Fee. Advisory services fees increased $11.3 million or 26.4%, to $54.4 million in 2016 compared to 2015, which represent fees paid in connection with our advisory agreement with Ashford Inc. For 2016, the advisory services fee comprised of a base advisory fee of $34.6 million, reimbursable expenses of $5.9 million, an incentive fee of $5.4 million and equity-based compensation of $8.4 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc. in connection with providing advisory services. For 2015, the advisory services fee comprised of a base advisory fee of $33.8 million, reimbursable expenses of $6.5 million and equity-based compensation of $2.7 million associated with equity grants of our common stock and LTIP units awarded to the officers and employees of Ashford Inc.

Corporate, General, and Administrative. Corporate, general, and administrative expenses decreased $5.9 million, or 41.5%, to $8.4 million during 2016 compared to 2015. The decrease was primarily attributable to $5.4 million of transaction, acquisition

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and management conversion costs in the 2015, as well as lower public company costs, office expenses, professional fees and other miscellaneous expenses of approximately $502,000 in 2016.

Equity in Earnings (Loss) of Unconsolidated Entities. We recorded equity in loss of unconsolidated entities of $6.1 million and $6.8 million in 2016 and 2015, respectively. In 2016, we recorded equity in loss of $5.1 million in AQUA U.S. Fund, $743,000 in Ashford Inc. and $305,000 in OpenKey. In 2015, we recorded equity in loss of $3.4 million in the AQUA U.S. Fund, $3.8 million in PIM Highland JV and $483,000 in Ashford Inc., offset by equity in earnings in Ashford Prime of $874,000.

Interest Income. Interest income was $331,000 and $90,000 in 2016 and 2015, respectively.

Gain (Loss) on Acquisition of PIM Highland JV and Sale of Hotel Properties. Gain on acquisition of PIM Highland JV and sale of hotel properties was $31.6 million and $380.8 million for 2016 and 2015, respectively. The gain in 2016 was primarily related to our 2016 Hotel Dispositions, offset by a loss on the sale of a vacant lot associated with the Le Pavillon Hotel in New Orleans, Louisiana. See note 5 to our consolidated financial statements. The gain in 2015 was primarily related to the acquisition of the remaining interest in the PIM Highland JV in March 2015.

Other Income (Expense). Other income (expense) increased $3.7 million, or 422.8%, from a loss of $864,000 during 2015 to a loss of $4.5 million during 2016. In 2016 we recognized a realized loss of $3.3 million related to the termination of CMBX tranches, $313,000 related to the maturity of options on futures contracts, $150,000 as a result of an investment write-off and $872,000 related to CMBX premiums and usage fees. As a result of the contribution of certain marketable securities in consideration for an ownership interest in the AQUA U.S. Fund we no longer have realized gain or loss on marketable securities and dividend income. In 2015 prior to our contribution to the AQUA U.S. Fund we recognized a realized gain on marketable securities of $1.9 million and dividend income of $255,000.

Interest Expense and Amortization of Loan Costs. Interest expense and amortization of loan costs increased $36.5 million or 19.4%, to $224.0 million during 2016 compared to 2015. The increase is primarily due to $14.8 million of higher interest expense and amortization associated with the PIM Highland JV acquisition and refinance, higher interest expense and loan cost amortization as a result of new financings on the majority of the 2015 Hotel Acquisitions of $12.5 million and higher interest expense and loan cost amortization of $12.6 million as a result of refinances on our comparable hotel properties, offset by lower interest expense and amortization of loan costs of $3.4 million resulting from our 2016 Hotel Dispositions. The average LIBOR rates in 2016 and 2015 were 0.45% and 0.20%, respectively.

Write-off of Loan Costs and Exit Fees. Write-off of loan costs and exit fees was $12.7 million and $5.8 million in 2016 and 2015, respectively. For 2016, we wrote-off unamortized loan costs of $897,000 and incurred defeasance and other exit fees of $11.8 million. For 2015, we wrote-off unamortized loan costs of $122,000 and incurred defeasance and other exit fees of $5.6 million.

Unrealized Gain (Loss) on Marketable Securities. Unrealized gain (loss) on marketable securities was a gain of $4.9 million and $127,000 in 2016 and 2015, respectively, which are based on changes in closing market prices during the period.

Unrealized Gain (Loss) on Derivatives. Unrealized gain (loss) on derivatives decreased $4.9 million or 65.8%, to a loss of $2.5 million during 2016 compared to 2015. In 2016, we had an unrealized gain of $611,000 related to interest rate floors, a $3.3 million unrealized gain associated with the recognition of the realized loss from CMBX tranche terminations and a $313,000 unrealized gain associated with the maturity of an option on futures contract, offset by unrealized losses of $5.8 million, $348,000 and $536,000 on the remaining CMBX tranches, options on futures contracts and interest rate caps, respectively. In 2015, we had unrealized losses consisting of $7.6 million, $2.0 million and $391,000 related to interest rate floors, interest rate caps and options on futures contracts, respectively, offset by an unrealized gain of $2.6 million on credit default swaps. The fair values of interest rate floors and interest rate derivatives are primarily based on movements in the LIBOR forward curve and the passage of time. The fair value of options on futures contracts is determined based on the last reported settlement price as of the measurement date. The fair value of credit default swaps is based on the change in value of CMBX indices.

Income Tax Benefit (Expense). Income tax benefit (expense) decreased $3.2 million, or 67.5% from expense of $4.7 million in 2015 to $1.5 million during 2016. The decrease in income tax expense is primarily due to a decrease in profitability for our wholly owned TRS entities.

Gain (Loss) on Sale of Hotel Property, net of tax. Gain (loss) on sale of hotel properties, net of tax, was a gain of $599,000 in 2015. We recognized a previously deferred gain of $599,000 on the sale of the Pier House Resort as a result of the distribution of Ashford Prime OP common units to our stockholders and OP unitholders that eliminated our equity investment in Ashford Prime OP. See note 4 to our consolidated financial statements.

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(Income) Loss from Consolidated Entities Attributable to Noncontrolling Interests. Our noncontrolling interest partner in consolidated entities was allocated losses of $14,000 and $30,000 during 2016 and 2015, respectively.

Net (Income) Loss Attributable to Redeemable Noncontrolling Interests in Operating Partnership. Noncontrolling interests in our operating partnership were allocated their proportionate share of net loss of $12.5 million and net income of $35.5 million in 2016 and 2015, respectively. Redeemable noncontrolling interests represented ownership interests of 14.48% and 13.36% in the operating partnership at December 31, 2016 and 2015, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Our cash position from operations is affected primarily by macro industry movements in occupancy and rate as well as our ability to control costs. Further, interest rates can greatly affect the cost of our debt service as well as the value of any financial hedges we may put in place. We monitor industry fundamentals and interest rates very closely. Capital expenditures above our reserves will affect cash flow as well.

Certain of our loan agreements contain cash trap provisions that may get triggered if the performance of our hotels decline. When these provisions are triggered, substantially all of the profit generated by our hotels is deposited directly into lockbox accounts and then swept into cash management accounts for the benefit of our various lenders. This could affect our liquidity and our ability to make distributions to our stockholders.

Also, we have entered into certain customary guaranty agreements pursuant to which we guaranty payment of any recourse liabilities of our subsidiaries or joint ventures that may result from non-recourse carve-outs, which include, but are not limited to fraud, misrepresentation, willful misconduct resulting in waste, misappropriations of rents following an event of default, voluntary bankruptcy filings, unpermitted transfers of collateral, and certain environmental liabilities. Certain of these guarantees represent a guaranty of material amounts, and if we are required to make payments under those guarantees, our liquidity could be adversely affected.

On February 1, 2017, we repaid $20.2 million of principal on our mortgage loan that was partially secured by the Renaissance Portsmouth. This hotel property was sold on February 1, 2017.

On March 6, 2017, we repaid $20.6 million of principal on our mortgage loan that was partially secured by the Embassy Suites Syracuse. This hotel property was sold on March 6, 2017.

On May 10, 2017, we refinanced a $105.0 million mortgage loan, secured by the Renaissance Nashville in Nashville, Tennessee and the Westin in Princeton, New Jersey. The new mortgage loan totals $181.0 million, of which our initial advance was $164.7 million with future advances totaling $16.3 million as reimbursement for capital expenditures. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 3.00%. Beginning on July 1, 2020, quarterly principal payments of $750,000 are due.The stated maturity is June 2022, with no extension options.

On May 24, 2017, we refinanced a $15.7 million mortgage loan, secured by the Hotel Indigo Atlanta. The new loan totals $16.1 million. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 2.90% for the first two years with a 30-year amortization schedule based on a 6% interest rate starting in the third year. The stated maturity is May 2020, with two one-year extension options.

On June 29, 2017, we repaid $78.7 million of principal on our mortgage loan partially secured by the Crowne Plaza Ravinia. This hotel property was sold on June 29, 2017.

On August 25, 2017, the Company issued 3.4 million shares of 7.50% Series H cumulative preferred stock. The Series H cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series A cumulative preferred stock (all shares redeemed on September 18, 2017), Series D cumulative preferred stock (7.1 million shares redeemed in 2017), Series F cumulative preferred stock, Series G cumulative preferred stock and Series I cumulative preferred stock (discussed below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. On September 8, 2017, we issued 400,000 additional shares of 7.50% Series H cumulative preferred stock pursuant to the over-allotment option. Series H cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series H cumulative preferred stock is redeemable at our option for cash (on or after August 25, 2022), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series H cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series H cumulative preferred stock is convertible into a maximum 8.25083 shares of our common stock. The actual number is based on a formula as defined in the Series H cumulative

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preferred stock agreement (unless the Company exercises its right to redeem the Series H cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series H cumulative preferred stock to common stock have not been met as of period end. Therefore, Series H cumulative preferred stock will not impact our earnings per share.

Dividends on the Series H cumulative preferred stock accrue in the amount of $1.8750 per share each year, which is equivalent to 7.50% of the $25.00 liquidation preference per share of Series H cumulative preferred stock. Dividends on the Series H cumulative preferred stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day). The first dividend on the Series H cumulative preferred stock was paid on October 16, 2017 in the amount of $0.1875 per share.

On September 18, 2017, the Company redeemed its 8.55% Series A cumulative preferred stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.4631 per share, for a total redemption price of $25.4631 per share.

On September 18, 2017, the Company redeemed approximately 1.6 million shares of its 8.45% Series D cumulative preferred stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.4577 per share, for a total redemption price of $25.4577 per share.

On October 4, 2017, the Company redeemed 379,036 shares of 8.45% Series D cumulative preferred shares at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.5516 per share, for a total redemption price of $25.5516 per share.

On October 30, 2017, we refinanced our $94.7 million mortgage loan, with an outstanding balance of $94.5 million, secured by the Hilton Boston Back Bay in Boston, Massachusetts. The new mortgage loan totals $97.0 million, provides for a floating interest rate of LIBOR + 2.00%, a five-year term with no extension options and is secured by the Hilton Boston Back Bay.

On October 31, 2017, we refinanced our $412.5 million mortgage loan, secured by seventeen hotels. The new mortgage loan totals $427.0 million, is interest only, provides for a floating interest rate of LIBOR + 3.00% and has a two-year initial term with five one-year extension options. The new mortgage loan is secured by the following seventeen hotels: the Courtyard Alpharetta, Courtyard Bloomington, Courtyard Crystal City, Courtyard Foothill Ranch, Embassy Suites Austin, Embassy Suites Dallas, Embassy Suites Houston, Embassy Suites Las Vegas, Embassy Suites Palm Beach, Hampton Inn Evansville, Hilton Garden Inn Jacksonville, Hilton Nassau Bay, Hilton St. Petersburg, Residence Inn Evansville, Residence Inn Falls Church, Residence Inn San Diego and Sheraton Indianapolis.

On November 17, 2017, the Company issued 5.4 million shares of 7.50% Series I cumulative preferred stock. The Series I cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series D cumulative preferred stock (7.1 million shares redeemed in 2017), Series F cumulative preferred stock, Series G cumulative preferred stock and Series H cumulative preferred stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Series I cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series I cumulative preferred stock is redeemable at our option for cash (on or after November 17, 2022), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series I cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series I cumulative preferred stock is convertible into a maximum 8.06452 shares of our common stock. The actual number is based on a formula as defined in the Series I cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series I cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series I cumulative preferred stock to common stock have not been met as of period end. Therefore, Series I cumulative preferred stock will not impact our earnings per share.

Dividends on the Series I cumulative preferred stock accrue in the amount of $1.8750 per share each year, which is equivalent to 7.50% of the $25.00 liquidation preference per share of Series I cumulative preferred stock. Dividends on the Series I cumulative preferred stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day). The first dividend on the Series I cumulative preferred stock sold in this offering was paid on January 16, 2018 in the amount of $0.2292 per share.

On December 5, 2017, the board of directors reapproved a stock repurchase program (the “Repurchase Program”) pursuant to which the Board granted a repurchase authorization to acquire shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) having an aggregate value of up to $200 million. The Board’s authorization replaced any previous repurchase authorizations. On December 11, 2017, we entered into equity distribution agreements with UBS Securities LLC,

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Morgan Stanley & Co. LLC, B. Riley FBR, Inc., Robert W. Baird & Co. Incorporated, D.A. Davidson & Co., Deutsche Bank Securities Inc. and Janney Montgomery Scott LLC, each acting as a sales agent (the “Equity Distribution Agreements”). Pursuant to the Equity Distribution Agreements, we may sell from time to time through the sales agents shares of our common stock having an aggregate offering price of up to $100.0 million. Sales of shares of our common stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 of the Securities Act, including sales made directly on the New York Stock Exchange, the existing trading market for our common stock, or sales made to or through a market maker other than on an exchange or through an electronic communications network. We will pay each of the sales agents a commission, which in each case shall not be more than 2.0% of the gross sales price of the shares of our common stock sold through such sales agent. As of December 31, 2017, no shares of our common stock have been sold under this program.

On December 8, 2017, the Company redeemed approximately 5.1 million shares of its 8.45% Series D cumulative preferred stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.3990 per share, for a total redemption price of $25.3990 per share.

On January 17, 2018, we refinanced our $376.8 million mortgage loan. The new mortgage loan totaled $395.0 million. The new mortgage loan has a two-year initial term and five one-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 2.92%. The Mortgage loan is secured by eight hotels: Embassy Suites Portland, Embassy Suites Crystal City, Embassy Suites Orlando, Embassy Suites Santa Clara, Crowne Plaza Key West, Hilton Costa Mesa, Sheraton Minneapolis, and Historic Inns of Annapolis.

Sources and Uses of Cash

Our principal sources of funds to meet our cash requirements include: cash on hand, positive cash flow from operations, capital market activities, property refinancing proceeds and asset sales. Additionally, our principal uses of funds are expected to include possible operating shortfalls, owner-funded capital expenditures, dividends, new investments, and debt interest and principal payments. Items that impacted our cash flow and liquidity during the periods indicated are summarized as follows:

Net Cash Flows Provided by (Used in) Operating Activities. Net cash flows provided by operating activities, pursuant to our consolidated statements of cash flows, which includes changes in balance sheet items, were $207.4 million and $179.7 million for the years ended December 31, 2017 and 2016, respectively. Cash flows from operations were impacted by changes in hotel operations, the operating results of our 2017 and 2016 hotel dispositions as well as the timing of collecting receivables from hotel guests, paying vendors, settling with related parties and settling with hotel managers.

Net Cash Flows Provided by (Used in) Investing Activities. For the year endedDecember 31, 2017, investing activities used net cash flows of $63.9 million, which primarily consisted of cash outflows of $222.0 million for capital improvements made to various hotel properties, $3.4 million of proceeds from property insurance and an additional $984,000 investment in OpenKey. Cash outflows were partially offset by cash inflows of $105.3 million from proceeds received from the sales of the Renaissance Portsmouth, Embassy Suites Syracuse and Crowne Plaza Ravinia and $50.9 million from the liquidation of our interest in the AQUA U.S. Fund. For the year endedDecember 31, 2016, investing activities used net cash flows of $21.9 million which primarily consisted of cash outflows of $204.0 million for capital improvements made to various hotel properties, $3.3 million for (i) the purchase of the land underlying the San Antonio Marriott; (ii) an interest in a permanent exclusive docking easement, a leasehold interest and certain floating docks on riverfront land located in front of the Hyatt Savannah; and (iii) a WorldQuest condominium unit and a $2.3 million investment in OpenKey. These outflows were partially offset by inflows of $181.8 million attributable to net cash proceeds received from the sale of the Noble Five Hotels, the Hampton Inn Gainesville, SpringHill Suites Gaithersburg, the Palm Desert hotel properties and a vacant lot associated with Le Pavillon, $4.2 million of cash payments received on a previously impaired mezzanine loan and $1.9 million of proceeds from property insurance.

Net Cash Flows Provided by (Used in) Financing Activities. For the year endedDecember 31, 2017, net cash flows used in financing activities were $163.9 million. Cash outflows consisted of $754.8 million for repayments of indebtedness, $218.4 million for the redemption of preferred stock, $101.6 million for dividend and distribution payments to common and preferred stockholders and unitholders, $13.9 million for payments of loan costs and exit fees, $1.3 million for the repurchase of common stock and $871,000 of payments for derivatives. Cash outflows were partially offset by cash inflows of $704.8 million in borrowings on indebtedness and $222.1 million from issuance of preferred stock. For the year endedDecember 31, 2016, net cash flows provided by financing activities were $34.2 million. Cash inflows consisted primarily of $487.5 million in borrowings on indebtedness and proceeds of $265.6 million from issuance of preferred stock. Cash inflows were partially offset by cash outlays primarily consisting of $559.0 million for repayments of indebtedness, $115.8 million for redemption of preferred stock, $91.5 million for dividend payments to common and preferred stockholders and unitholders, $20.2 million for payments of loan costs and exit fees and $729,000 for the repurchase of common stock.

We are required to maintain certain financial ratios under various debt and derivative agreements. If we violate covenants in any debt or derivative agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when

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we might be unable to arrange financing for such repayment on attractive terms, if at all. Presently, our existing financial debt covenants primarily relate to maintaining minimum net worth and leverage ratios and liquidity. As of December 31, 2017, we were in compliance in all material respects with all covenants or other requirements set forth in our debt and related agreements.

Mortgage and mezzanine loans are nonrecourse to the borrowers, except for customary exceptions or carve-outs that trigger recourse liability to the borrowers in certain limited instances. Recourse obligations typically include only the payment of costs and liabilities suffered by lenders as a result of the occurrence of certain bad acts on the part of the borrower. However, in certain cases, carve-outs could trigger recourse obligations on the part of the borrower with respect to repayment of all or a portion of the outstanding principal amount of the loans. We have entered into customary guaranty agreements pursuant to which we guaranty payment of any recourse liabilities of the borrowers that result from non-recourse carve-outs (which include, but are not limited to, fraud, misrepresentation, willful conduct resulting in waste, misappropriations of rents following an event of default, voluntary bankruptcy filings, unpermitted transfers of collateral, and certain environmental liabilities). In the opinion of management, none of these guaranty agreements, either individually or in the aggregate, are likely to have a material adverse effect on our business, results of operations, or financial condition.

Based on our current level of operations, management believes that our cash flow from operations and our existing cash balances will be adequate to meet upcoming anticipated requirements for interest and principal payments on debt, working capital, and capital expenditures for the next 12 months. With respect to upcoming maturities, we will continue to proactively address our 2019 and 2020 maturities. No assurances can be given that we will obtain additional financings or, if we do, what the amount and terms will be. Our failure to obtain future financing under favorable terms could adversely impact our ability to execute our business strategy. In addition, we may selectively pursue debt financing on individual properties.

We are committed to an investment strategy where we will opportunistically pursue hotel-related investments as suitable situations arise. Funds for future hotel-related investments are expected to be derived, in whole or in part, from cash on hand, future borrowings under a credit facility or other loans, or proceeds from additional issuances of common stock, preferred stock, or other securities, asset sales, and joint ventures. However, we have no formal commitment or understanding to invest in additional assets, and there can be no assurance that we will successfully make additional investments. We may, when conditions are suitable, consider additional capital raising opportunities.

Our existing hotel properties are mostly located in developed areas with competing hotel properties. Future occupancy, ADR, and RevPAR of any individual hotel could be materially and adversely affected by an increase in the number or quality of competitive hotel properties in its market area. Competition could also affect the quality and quantity of future investment opportunities.

Dividend Policy. During each of the years ended December 31, 2017, 2016 and 2015 our board of directors declared quarterly dividends of $0.12 per share of outstanding common stock. In December 2017, the board of directors approved our 2018 dividend policy which anticipates a quarterly dividend payment of $0.12 per share for 2018. However, the adoption of a dividend policy does not commit our board of directors to declare future dividends. The board of directors will continue to review our dividend policy on a quarterly basis. We may incur indebtedness to meet distribution requirements imposed on REITs under the Internal Revenue Code to the extent that working capital and cash flow from our investments are insufficient to fund required distributions. Alternatively, we may elect to pay dividends on our common stock in cash or a combination of cash and shares of securities as permitted under federal income tax laws governing REIT distribution requirements. We may pay dividends in excess of our cash flow.

INFLATION

We rely entirely on the performance of our properties and the ability of the properties’ managers to increase revenues to keep pace with inflation. Hotel operators can generally increase room rates rather quickly, but competitive pressures may limit their ability to raise rates faster than inflation. Our general and administrative costs, real estate and personal property taxes, property and casualty insurance, and utilities are subject to inflation as well.

SEASONALITY

Our properties’ operations historically have been seasonal as certain properties maintain higher occupancy rates during the summer months, while certain other properties maintain higher occupancy rates during the winter months. This seasonality pattern can cause fluctuations in our quarterly lease revenue under our percentage leases. We anticipate that our cash flows from the operations of our properties will be sufficient to enable us to make quarterly distributions to maintain our REIT status. To the extent that cash flows from operations are insufficient during any quarter due to temporary or seasonal fluctuations in lease revenue, we expect to utilize other cash on hand or borrowings to fund required distributions. However, we cannot make any assurances that we will make distributions in the future.

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OFF-BALANCE SHEET ARRANGEMENTS

In the normal course of business, we form partnerships or joint ventures that operate certain hotels. We evaluate each partnership and joint venture to determine whether the entity is a Variable Interest Entity (“VIE”). If the entity is determined to be a VIE, we assess whether we are the primary beneficiary and need to consolidate the entity. For further discussion of the company’s VIEs, see note 2 to our consolidated financial statements.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The table below summarizes our future obligations for principal and estimated interest payments on our debt, future minimum lease payments on our operating and capital leases with regard to our continuing operations and capital commitments, each as of December 31, 2017 (in thousands):

	Payments Due by Period
	< 1 Year		1-3 Years		3-5 Years		> 5 Years		Total
Contractual obligations excluding extension options:
Long-term debt obligations	$	2,671,185	$	552,426	$	270,363	$	229,594	$	3,723,568
Estimated interest obligations (1)	110,865		77,073		41,488		16,371		245,797
Operating lease obligations	2,529		4,673		4,340		112,184		123,726
Capital commitments	44,368		—		—		—		44,368
Total contractual obligations	$	2,828,947	$	634,172	$	316,191	$	358,149	$	4,137,459

_________________________

⁽¹⁾  For variable interest rate indebtedness, interest obligations are estimated based on the LIBOR interest rate as of December 31, 2017.

In addition to the amounts discussed above, we also have management agreements which require us to pay monthly management fees, market service fees and other general fees, if required. These management agreements expire from 2020 through 2038. See note 12 to our consolidated financial statements.

CRITICAL ACCOUNTING POLICIES

Our accounting policies are fully described in note 2 to our consolidated financial statements included in Item 8. Financial Statements and Supplementary Data. We believe that the following discussion addresses our most critical accounting policies, representing those policies considered most vital to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective, and complex judgments.

Investments in Hotel Properties, net—Hotel properties are generally stated at cost. However, four hotel properties contributed upon Ashford Trust’s formation in 2003 are stated at the predecessor’s historical cost, net of impairment charges, if any, plus a partial step-up related to the acquisition of noncontrolling interests from third parties associated with certain of these properties. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at the predecessor’s historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the entities. All improvements and additions that extend the useful life of the hotel properties are capitalized.

Impairment of Investments in Hotel Properties—Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period, and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. We recorded impairment charges of $10.2 million, $1.8 million and $4.7 million for the years ended December 31, 2017, 2016 and 2015, respectively. See note 5 to our consolidated financial statements.

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Depreciation and Amortization Expense—Depreciation expense is based on the estimated useful life of the assets, while amortization expense for leasehold improvements is based on the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives which range from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for furniture, fixtures and equipment. While we believe our estimates are reasonable, a change in estimated lives could affect depreciation expense and net income (loss) as well as resulting gains or losses on potential hotel sales.

Hotel Dispositions—Discontinued operations are defined as the disposal of components of an entity that represents strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We believe that individual dispositions of hotel properties do not represent a strategic shift that has (or will have) a major effect on our operations and financial results as most will not fit the definition. See note 5 to our consolidated financial statements.

Assets Held for Sale—We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. Depreciation and amortization will cease as of the date assets have met the criteria to be deemed held for sale.

Income Taxes—At December 31, 2017 and 2016, we recorded a valuation allowance of $6.2 million and $15.4 million, respectively. At each reporting date, we evaluate whether it is more likely than not that we will utilize all or a portion of our deferred tax assets. We consider all available positive and negative evidence, including historical results of operations, projected future taxable income, carryback potential and scheduled reversals of deferred tax liabilities. At December 31, 2017, we had net operating loss carryforwards for federal income tax purposes of $17.4 million, which begin to expire in 2029, and are available to offset future taxable income, if any, through 2034. Approximately $10.1 million of the $17.4 million of net operating loss carryforwards is attributable to acquired subsidiaries and subject to substantial limitation on their use. Management determined that it is more likely than not that as of December 31, 2017, $6.2 million of our net deferred tax assets will not be realized, and a valuation allowance has been recorded accordingly. At December 31, 2017, Ashford Hospitality Trust, Inc., our REIT, had net operating loss carryforwards for federal income tax purposes of $425.0 million, which begin to expire in 2023, and are available to offset future taxable income, if any, through 2035.

The “Income Taxes” topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2013 through 2017 remain subject to potential examination by certain federal and state taxing authorities.

On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (“Tax Reform”) into legislation. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. In the case of U.S. federal income taxes, the enactment date is the date the bill becomes law (i.e., upon presidential signature). With respect to this legislation, we expect a one-time tax benefit of approximately $1 million, due to a re-measurement of deferred tax assets and liabilities resulting from the decrease in the corporate Federal income tax rate from 35% to 21% as well as the refund of existing credits against Alternative Minimum Tax. We are in the process of analyzing certain other provisions of this legislation which may impact our effective tax rate. Additionally on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. The Company has recognized the estimated tax impacts related to the revaluation of deferred tax assets and liabilities as well as tax refunds and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these estimated amounts, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Reform Act. The accounting is expected to be complete on or before the date the 2017 U.S. income tax returns are filed in 2018.

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Investments in Unconsolidated Entities—Investments in entities in which we have ownership interests ranging from 16.2% to 28.6% at December 31, 2017, are accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entities’ net income/loss. We review the investments in our unconsolidated entities for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any impairment is recorded in equity earnings (loss) in unconsolidated entities. No such impairment was recorded for the years ended December 31, 2017, 2016 and 2015.

Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. VIE’s, as defined by authoritative accounting guidance, must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct the unconsolidated entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions.

Derivative Instruments and Hedges—We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR. Interest rate derivatives could include swaps, caps, floors and flooridors. We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. We also use credit default swaps to hedge financial and capital market risk. All of our derivatives are subject to master- netting settlement arrangements and the credit default swaps are subject to credit support annexes. For credit default swaps, cash collateral is posted by us as well as our counterparty. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. We also purchase options on Eurodollar futures as a hedge against our cash flows. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are made good.

All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. Interest rate derivatives, credit default swaps and options on futures contracts are reported as “derivative assets, net” in the consolidated balance sheets. For interest rate derivatives, credit default swaps and options on futures contracts, changes in fair value and realized gains and losses are recognized in earnings as “unrealized gain (loss) on derivatives” and “other income (expense)”, respectively, in the consolidated statements of operations. Accrued interest on interest rate derivatives is included in “accounts receivable, net” in the consolidated balance sheets.

RECENTLY ADOPTED ACCOUNTING STANDARDS

In March 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”), which simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017, and the adoption of this standard did not have any impact on our financial position, results of operations or cash flows.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017 on a retrospective basis. The adoption of this standard resulted in the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows for all periods presented. As a result, for the years ended December 31, 2016 and 2015, net cash provided by operating activities increased $4.7 million and $5.4 million, respectively. Net cash used in investing activities increased $13.9 million for the year ended December 31, 2016 and decreased $73.2 million for the year ended December 31, 2015. Our beginning-of-period cash, cash equivalents and restricted cash increased $144.0 million, $153.7 million and $85.8 million in 2017, 2016 and 2015, respectively.

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RECENTLY ISSUED ACCOUNTING STANDARDS

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which defers the effective date to fiscal periods beginning after December 15, 2017. The standard permits the use of either the full retrospective or cumulative effect (modified retrospective) transition method. Based on our assessment of this standard, it will not materially affect the amount or timing of revenue recognition for revenues from room, food and beverage, and other hotel level sales. Additionally, we have historically disposed of hotel properties for cash sales with no contingencies and no future involvement in the hotel operations, therefore, ASU No. 2014-09 will not impact the recognition of hotel sales. We have selected the modified retrospective method. We continue to evaluate the related disclosure requirements.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. ASU 2016-01 provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. It also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain provisions of ASU 2016-01 are eligible for early adoption. We do not expect that ASU 2016-01 will have a material impact on our consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The accounting for leases under which we are the lessor remains largely unchanged. While we are currently in the initial stages of assessing the impact that ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact to our consolidated financial statements upon adoption will be the recognition, on a discounted basis, of our future minimum rentals due under our hotel ground leases and other noncancelable leases on our consolidated balance sheets resulting in the recording of ROU assets and lease obligations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments -Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. We are currently evaluating the impact that ASU 2016-13 will have on the consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. While we are currently evaluating the potential impact of the standard, we currently expect that certain future hotel acquisitions may be considered asset acquisitions

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rather than business combinations, which would affect capitalization of acquisitions costs (such costs are expensed for business combinations and capitalized for asset acquisitions).

In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets(ASU “2017-05”), which clarifies the scope of Accounting Standard Codification (“ASC”) Subtopic 610-20,Other Income-Gains and Losses from the Derecognition of Nonfinancial Assetsand adds guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for fiscal years beginning after December 15, 2017.Early adoption is permitted. An entity may elect to apply ASU 2017-05 under a retrospective or modified retrospective approach. We are evaluating the impact that ASU 2017-05 will have on our consolidated financial statements and related disclosures.

NON-GAAP FINANCIAL MEASURES

The following non-GAAP presentations of EBITDA, Adjusted EBITDA, FFO and Adjusted FFO are made to help our investors in evaluating our operating performance.

EBITDA is defined as net income (loss) attributable to the Company before interest expense and amortization of premiums and loan costs, net, interest income other than interest income from mezzanine loans, income taxes, depreciation and amortization, and noncontrolling interests in the operating partnership and after adjustments for unconsolidated joint ventures. We adjust EBITDA to exclude certain additional items such as gain/loss on acquisition of PIM Highland JV and sale of hotel properties, impairment and uninsured hurricane related costs, write-off of loan costs and exit fees, other income/expense, transaction, acquisition and management conversion costs, legal judgment and related legal costs, dead deal costs, software implementation costs, compensation adjustment related to modified employment terms and non-cash items such as amortization of unfavorable contract liabilities, gain /loss on insurance settlements, non-cash stock/unit-based compensation, unrealized gains/losses on marketable securities, derivative instruments, investment in securities investment fund, as well as our portion of adjustments to EBITDA of unconsolidated entities. We exclude items from Adjusted EBITDA that are either non-cash or are not part of our core operations in order to provide a period-over-period comparison of our operations. We present EBITDA and Adjusted EBITDA because we believe these measurements a) more accurately reflect the ongoing performance of our hotel assets and other investments, b) provide more useful information to investors as indicators of our ability to meet our future debt payment and working capital requirements, and c) provide an overall evaluation of our financial condition. EBITDA and Adjusted EBITDA as calculated by us may not be comparable to EBITDA and Adjusted EBITDA reported by other companies that do not define EBITDA and Adjusted EBITDA exactly as we define the terms. EBITDA and Adjusted EBITDA do not represent cash generated from operating activities determined in accordance with GAAP and should not be considered as an alternative to a) GAAP net income or loss as an indication of our financial performance or b) GAAP cash flows from operating activities as a measure of our liquidity.

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The following table reconciles net income (loss) to EBITDA and Adjusted EBITDA (in thousands) (unaudited):

	Year Ended December 31,
	2017			2016			2015
Net income (loss)	$	(88,760	)	$	(58,782	)	$	306,412
Loss from consolidated entities attributable to noncontrolling interests	110			14			30
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	21,642			12,483			(35,503		)
Net income (loss) attributable to the Company	(67,008		)	(46,285		)	270,939
Interest income	(2,202		)	(331		)	(90		)
Interest expense and amortization of premiums and loan costs, net	222,516			223,850			187,396
Depreciation and amortization	246,490			243,617			210,197
Income tax (benefit) expense	(2,241		)	1,532			4,710
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	(21,642		)	(12,483		)	35,503
Equity in (earnings) loss of unconsolidated entities	5,918			1,048			3,445
Company’s portion of EBITDA of unconsolidated entities (Ashford Inc.)	(1,666		)	180			828
Company’s portion of EBITDA of unconsolidated entities (OpenKey)	(498		)	(303		)	—
Company’s portion of EBITDA of unconsolidated entities (Ashford Prime OP)	—			—			7,640
Company’s portion of EBITDA of unconsolidated entities (PIM Highland JV)	—			—			11,982
EBITDA available to the Company and OP unitholders	379,667			410,825			732,550
Amortization of unfavorable contract liabilities	(1,535		)	(2,101		)	(1,975		)
Impairment and uninsured hurricane related costs	12,982			17,816			19,511
(Gain) loss on acquisition of PIM Highland JV and sale of hotel properties	(14,030		)	(31,599		)	(381,351		)
(Gain) loss on insurance settlements	(192		)	(456		)	—
Write-off of premiums, loan costs and exit fees	2,845			12,702			5,750
Other (income) expense, net	3,422			4,517			864
Transaction, acquisition and management conversion costs	4,299			1,778			12,348
Legal judgment and related legal costs	4,199			1,176			95
Unrealized (gain) loss on marketable securities	4,649			(4,946		)	(127		)
Unrealized (gain) loss on derivatives	2,802			2,534			7,402
Dead deal costs	9			391			769
Software implementation costs	1,034			—			—
Non-cash stock/unit-based compensation	12,287			9,672			3,470
Company’s portion of unrealized loss of AQUA U.S. Fund	(52		)	5,062			3,386
Company’s portion of adjustments to EBITDA of unconsolidated entities (Ashford Inc.)	6,790			3,729			3,652
Company’s portion of adjustments to EBITDA of unconsolidated entities (OpenKey)	13			8			—
Company’s portion of adjustments to EBITDA of unconsolidated entities (Ashford Prime OP)	—			—			738
Adjusted EBITDA available to the Company and OP unitholders	$	419,189		$	431,108		$	407,082

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We calculate FFO and AFFO in the following table. FFO is calculated on the basis defined by NAREIT, which is net income (loss) attributable to common stockholders, computed in accordance with GAAP, excluding gains or losses on properties, and extraordinary items as defined by GAAP, plus depreciation and amortization of real estate assets, impairment charges on real estate assets, and after adjustments for unconsolidated entities and noncontrolling interests in the operating partnership. Adjustments for unconsolidated entities are calculated to reflect FFO on the same basis. NAREIT developed FFO as a relative measure of performance of an equity REIT to recognize that income-producing real estate historically has not depreciated on the basis determined by GAAP. Our calculation of AFFO excludes extinguishment of issuance costs upon redemption of preferred stock, write-off of loan costs and exit fees, other impairment charges, uninsured hurricane related costs, other income/expense, transaction, acquisition and management conversion costs, legal judgment and related legal costs, dead deal costs, software implementation costs, compensation adjustment related to modified employment terms and non-cash items such as gain/loss on insurance settlements, non-cash stock/unit-based compensation, unrealized gains/losses on marketable securities, derivative instruments, investment in securities investment fund, as well as our portion of adjustments to FFO related to unconsolidated entities. We exclude items from AFFO that are either non-cash or are not part of our core operations in order to provide a period-over-period comparison of our operating results. We consider FFO and AFFO to be appropriate measures of our ongoing normalized operating performance as a REIT. We compute FFO in accordance with our interpretation of standards established by NAREIT, which may not be comparable to FFO reported by other REITs that either do not define the term in accordance with the current NAREIT definition or interpret the NAREIT definition differently than us. FFO and AFFO do not represent cash generated from operating activities as determined by GAAP and should not be considered as an alternative to a) GAAP net income or loss as an indication of our financial performance or b) GAAP cash flows from operating activities as a measure of our liquidity, nor is it indicative of funds available to satisfy our cash needs, including our ability to make cash distributions. However, to facilitate a clear understanding of our historical operating results, we believe that FFO and AFFO should be considered along with our net income or loss and cash flows reported in the consolidated financial statements.

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The following table reconciles net income (loss) to FFO and Adjusted FFO (in thousands) (unaudited):

	Year Ended December 31,
	2017			2016			2015
Net income (loss)	$	(88,760	)	$	(58,782	)	$	306,412
(Income) loss from consolidated entities attributable to noncontrolling interests	110			14			30
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	21,642			12,483			(35,503		)
Preferred dividends	(44,761		)	(36,272		)	(33,962		)
Extinguishment of issuance costs upon redemption of Series E preferred stock	(10,799		)	(6,124		)	—
Net income (loss) available to common stockholders	(122,568		)	(88,681		)	236,977
Depreciation and amortization on real estate	246,490			243,617			210,197
(Gain) loss on acquisition of PIM Highland JV and sale of hotel properties	(14,030		)	(31,599		)	(381,351		)
Net income (loss) attributable to redeemable noncontrolling interests in operating partnership	(21,642		)	(12,483		)	35,503
Equity in (income) loss of unconsolidated entities	5,918			1,048			3,445
Impairment charges on real estate	10,153			18,316			19,949
Company’s portion of FFO of unconsolidated entities (Ashford Inc.)	(5,410		)	(380		)	(19		)
Company’s portion of FFO of unconsolidated entities (OpenKey)	(505		)	(306		)	—
Company’s portion of FFO of unconsolidated entities (Ashford Prime OP)	—			—			4,371
Company’s portion of FFO of unconsolidated entities (PIM Highland JV)	—			—			3,791
FFO available to common stockholders and OP unitholders	98,406			129,532			132,863
Extinguishment of issuance costs upon redemption of preferred stock	10,799			6,124			—
(Gain) loss on insurance settlements	(192		)	(456		)	—
Write-off of premiums, loan costs and exit fees	2,845			12,702			5,750
Other impairment charges	—			(500		)	(438		)
Uninsured hurricane related costs	2,829			—			—
Other (income) expense, net	3,422			4,517			864
Transaction, acquisition and management conversion costs	4,299			1,778			12,348
Legal judgment and related legal costs	4,199			1,176			95
Unrealized (gain) loss on marketable securities	4,649			(4,946		)	(127		)
Unrealized (gain) loss on derivatives	2,802			2,534			7,402
Dead deal costs	9			391			769
Software implementation costs	1,034			—			—
Non-cash stock/unit-based compensation	12,287			9,672			3,470
Tax reform	(1,080		)	—			—
Company’s portion of unrealized loss of AQUA U.S. Fund	(52		)	5,062			3,386
Company’s portion of adjustments to FFO of unconsolidated entities (Ashford Inc.)	9,374			3,729			(1,032		)
Company’s portion of adjustments to FFO of unconsolidated entities (OpenKey)	13			8			—
Company’s portion of adjustments to FFO of unconsolidated entities (Ashford Prime OP)	—			—			593
Adjusted FFO available to common stockholders and OP unitholders	$	155,643		$	171,323		$	165,943

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our primary market risk exposure consists of changes in interest rates on borrowings under our debt instruments. The analysis below presents the sensitivity of the market value of our financial instruments to selected changes in market interest rates.

At December 31, 2017, our total indebtedness of $3.7 billion included $3.4 billion of variable-rate debt. The impact on our results of operations of a 25-basis point change in interest rate on the outstanding balance of variable-rate debt at December 31, 2017 would be approximately $8.4 million annually. Interest rate changes have no impact on the remaining $353.5 million of fixed-rate debt.

The above amounts were determined based on the impact of hypothetical interest rates on our borrowings and assume no changes in our capital structure. As the information presented above includes only those exposures that existed at December 31, 2017 and does not consider exposures or positions that could arise after that date. Accordingly, the information presented herein has limited predictive value. As a result, the ultimate realized gain or loss with respect to interest rate fluctuations will depend on exposures that arise during the period, the hedging strategies at the time, and the related interest rates.

We use credit default swaps, tied to the CMBX index, to hedge financial and capital market risk. We have entered into credit default swap transactions, excluding those that have terminated, for notional amounts totaling $212.5 million, to hedge financial and capital market risk. A credit default swap is a derivative contract that functions like an insurance policy against the credit risk of an entity or obligation. The seller of protection assumes the credit risk of the reference obligation from the buyer (us) of protection in exchange for annual premium payments. If a default or a loss, as defined in the credit default swap agreements, occurs on the underlying bonds, then the buyer of protection is protected against those losses. The only liability for us, the buyer, is the annual premium and any change in value of the underlying CMBX index (if the trade is terminated prior to maturity). For all CMBX trades completed to date, we were the buyer of protection. Credit default swaps are subject to master-netting settlement arrangements and credit support annexes. Assuming the underlying bonds pay off at par over their remaining average life, our total exposure for these trades was approximately $7.7 million at December 31, 2017.

We hold interest rate floors with notional amounts totaling $16.8 billion and strike rates ranging from (0.25)% to 1.50%. Our total exposure is capped at our initial upfront costs totaling $9.8 million. These instruments have termination dates ranging from March 2019 to July 2020.

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Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	68
Consolidated Balance Sheets — December 31, 2017 and 2016	69
Consolidated Statements of Operations — Years Ended December 31, 2017, 2016 and 2015	70
Consolidated Statements of Comprehensive Income (Loss) — Years Ended December 31, 2017, 2016 and 2015	71
Consolidated Statements of Equity — Years Ended December 31, 2017, 2016 and 2015	72
Consolidated Statements of Cash Flows — Years Ended December 31, 2017, 2016 and 2015	74
Notes to Consolidated Financial Statements	76

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of

Ashford Hospitality Trust, Inc. and subsidiaries

Dallas, Texas

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Ashford Hospitality Trust, Inc. (the “Company”) and subsidiaries as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and subsidiaries at December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and our report dated March 14, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ BDO USA LLP

We have served as the Company's auditor since 2015.

Dallas, Texas

March 14, 2018

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ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	December 31,
	2017			2016
Assets
Investments in hotel properties, net	$	4,035,915		$	4,160,563
Cash and cash equivalents	354,805			347,091
Restricted cash	116,787			144,014
Marketable securities	26,926			53,185
Accounts receivable, net of allowance of $770 and $690, respectively	44,257			44,629
Inventories	4,244			4,530
Investment in unconsolidated entities	2,955			58,779
Deferred costs, net	2,777			2,846
Prepaid expenses	19,269			17,578
Derivative assets, net	2,010			3,614
Other assets	14,152			11,718
Intangible asset, net	9,943			10,061
Due from third-party hotel managers	17,387			13,348
Assets held for sale	18,423			19,588
Total assets	$	4,669,850		$	4,891,544
Liabilities and Equity
Liabilities:
Indebtedness, net	$	3,696,300		$	3,723,559
Accounts payable and accrued expenses	132,401			126,986
Dividends payable	25,045			24,765
Unfavorable management contract liabilities	—			1,380
Due to Ashford Inc., net	15,146			15,716
Due to Ashford Prime OP, net	—			488
Due to related party, net	1,067			1,001
Due to third-party hotel managers	2,431			2,714
Intangible liabilities, net	15,839			16,195
Other liabilities	18,376			16,548
Liabilities related to assets held for sale	13,977			37,047
Total liabilities	3,920,582			3,966,399
Commitments and contingencies (note 12)
Redeemable noncontrolling interests in operating partnership	116,122			132,768
Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized:
Series A Cumulative Preferred Stock, 0 and 1,657,206 shares issued and outstanding at December 31, 2017 and 2016, respectively	—			17
Series D Cumulative Preferred Stock, 2,389,393 and 9,468,706 shares issued and outstanding at December 31, 2017 and 2016, respectively	24			95
Series F Cumulative Preferred Stock, 4,800,000 shares issued and outstanding at December 31, 2017 and 2016	48			48
Series G Cumulative Preferred Stock, 6,200,000 shares issued and outstanding at December 31, 2017 and 2016	62			62
Series H Cumulative Preferred Stock, 3,800,000 and 0 shares issued and outstanding at December 31, 2017 and 2016, respectively	38			—
Series I Cumulative Preferred Stock, 5,400,000 and 0 shares issued and outstanding at December 31, 2017 and 2016, respectively	54			—
Common stock, $0.01 par value, 400,000,000 shares authorized, 97,409,113 and 96,376,827 shares issued and outstanding at December 31, 2017 and 2016, respectively	974			964
Additional paid-in capital	1,784,997			1,764,450
Accumulated deficit	(1,153,697		)	(974,015		)
Total stockholders’ equity of the Company	632,500			791,621
Noncontrolling interests in consolidated entities	646			756
Total equity	633,146			792,377
Total liabilities and equity	$	4,669,850		$	4,891,544

See Notes to Consolidated Financial Statements.

69

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

	Year Ended December 31,
	2017			2016			2015
Revenue
Rooms	$	1,143,135		$	1,180,199		$	1,059,012
Food and beverage	234,777			253,211			227,099
Other	58,204			56,891			48,699
Total hotel revenue	1,436,116			1,490,301			1,334,810
Other	3,154			1,742			2,156
Total revenue	1,439,270			1,492,043			1,336,966
Expenses
Hotel operating expenses:
Rooms	248,643			255,317			231,614
Food and beverage	161,683			172,530			153,340
Other expenses	444,322			455,818			405,896
Management fees	52,653			54,734			49,394
Total hotel expenses	907,301			938,399			840,244
Property taxes, insurance and other	73,579			73,457			65,301
Depreciation and amortization	246,731			243,863			210,410
Impairment charges	10,153			17,816			19,511
Transaction costs	14			77			6,252
Advisory services fee	53,199			54,361			43,023
Corporate, general and administrative	13,288			8,366			14,310
Total expenses	1,304,265			1,336,339			1,199,051
Operating income (loss)	135,005			155,704			137,915
Equity in earnings (loss) of unconsolidated entities	(5,866		)	(6,110		)	(6,831		)
Interest income	2,202			331			90
Gain (loss) on acquisition of PIM Highland JV and sale of hotel properties	14,030			31,599			380,752
Other income (expense)	(3,422		)	(4,517		)	(864		)
Interest expense and amortization of premiums and loan costs	(222,631		)	(223,967		)	(187,514		)
Write-off of loan costs and exit fees	(2,845		)	(12,702		)	(5,750		)
Unrealized gain (loss) on marketable securities	(4,649		)	4,946			127
Unrealized gain (loss) on derivatives	(2,802		)	(2,534		)	(7,402		)
Income (loss) from continuing operations before income taxes	(90,978		)	(57,250		)	310,523
Income tax benefit (expense)	2,218			(1,532		)	(4,710		)
Income (loss) from continuing operations	(88,760		)	(58,782		)	305,813
Gain (loss) on sale of hotel properties, net of tax	—			—			599
Net income (loss)	(88,760		)	(58,782		)	306,412
(Income) loss from consolidated entities attributable to noncontrolling interests	110			14			30
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	21,642			12,483			(35,503		)
Net income (loss) attributable to the Company	(67,008		)	(46,285		)	270,939
Preferred dividends	(44,761		)	(36,272		)	(33,962		)
Extinguishment of issuance costs upon redemption of preferred stock	(10,799		)	(6,124		)	—
Net income (loss) available to common stockholders	$	(122,568	)	$	(88,681	)	$	236,977
Income (loss) per share – basic and diluted:
Basic:
Income (loss) from continuing operations attributable to common stockholders	$	(1.30	)	$	(0.95	)	$	2.43
Income (loss) from discontinued operations attributable to common stockholders	—			—			—
Net income (loss) attributable to common stockholders	$	(1.30	)	$	(0.95	)	$	2.43
Weighted average common shares outstanding – basic	95,207			94,426			96,290
Diluted:
Income (loss) from continuing operations attributable to common stockholders	$	(1.30	)	$	(0.95	)	$	2.35
Income (loss) from discontinued operations attributable to common stockholders	—			—			—
Net income (loss) attributable to common stockholders	$	(1.30	)	$	(0.95	)	$	2.35
Weighted average common shares outstanding – diluted	95,207			94,426			114,881
Dividends declared per common share	$	0.48		$	0.48		$	0.48

See Notes to Consolidated Financial Statements.

70

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

	Year Ended December 31,
	2017			2016			2015
Net income (loss)	$	(88,760	)	$	(58,782	)	$	306,412
Other comprehensive income (loss), net of tax:
Reclassification to interest expense	—			—			—
Total other comprehensive income (loss)	—			—			—
Total comprehensive income (loss)	(88,760		)	(58,782		)	306,412
Comprehensive (income) loss attributable to noncontrolling interests in consolidated entities	110			14			30
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership	21,642			12,483			(35,503		)
Comprehensive income (loss) attributable to the Company	$	(67,008	)	$	(46,285	)	$	270,939

See Notes to Consolidated Financial Statements.

71

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

	Preferred Stock																												Additional Paid-in Capital			Accumulated Deficit			Noncontrolling Interests in Consolidated Entities			Total			Redeemable Noncontrolling Interest in Operating Partnership
	Series A			Series D			Series E					Series F			Series G			Series H			Series I			Common Stock
	Shares	Amount		Shares	Amount		Shares		Amount			Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares		Amount
Balance at January 1, 2015	1,657	$	17	9,469	$	95	4,630		$	46		—	$	—	—	$	—	—	$	—	—	$	—	89,440		$	894		$	1,580,904		$	(1,050,323	)	$	800		$	532,433		$	177,064
Purchases of common stock	—	—		—	—		—		—			—	—		—	—		—	—		—	—		(5,803	)	(57		)	(52,235		)	—			—			(52,292		)	—
Equity-based compensation	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			2,054			—			—			2,054			1,416
Forfeitures of restricted shares	—	—		—	—		—		—			—	—		—	—		—	—		—	—		(20	)	—			17			—			—			17			—
Issuance of restricted shares/units	—	—		—	—		—		—			—	—		—	—		—	—		—	—		1,183		12			(12		)	—			—			—			35
Issuance of common stock	—	—		—	—		—		—			—	—		—	—		—	—		—	—		10,530		105			110,765			—			—			110,870			—
Dividends declared - common shares	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			(47,190		)	—			(47,190		)	—
Dividends declared - preferred shares- Series A	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			(3,542		)	—			(3,542		)	—
Dividends declared - preferred shares- Series D	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			(20,002		)	—			(20,002		)	—
Dividends declared - preferred shares- Series E	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			(10,418		)	—			(10,418		)	—
Distributions to noncontrolling interests	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			—			—			—			(10,919		)
Redemption/conversion of operating partnership units	—	—		—	—		—		—			—	—		—	—		—	—		—	—		141		1			1,544			—			—			1,545			(1,545		)
Distribution of Ashford Prime OP units	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			(45,843		)	—			—			(45,843		)	(9,790		)
Redemption value adjustment	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			73,315			—			73,315			(73,315		)
Net income (loss)	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			270,939			(30		)	270,909			35,503
Balance at December 31, 2015	1,657	$	17	9,469	$	95	4,630		$	46		—	$	—	—	$	—	—	$	—	—	$	—	95,471		$	955		$	1,597,194		$	(787,221	)	$	770		$	811,856		$	118,449
Purchases of common shares	—	—		—	—		—		—			—	—		—	—		—	—		—	—		(124	)	(1		)	(728		)	—			—			(729		)	—
Equity-based compensation	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			5,746			—			—			5,746			3,926
Forfeitures of restricted shares	—	—		—	—		—		—			—	—		—	—		—	—		—	—		(47	)	—			—			—			—			—			—
Issuance of restricted shares/units	—	—		—	—		—		—			—	—		—	—		—	—		—	—		862		8			(8		)	—			—			—			66
Redemption of preferred shares	—	—		—	—		(4,630	)	(46		)	—	—		—	—		—	—		—	—		—		—			(109,580		)	(6,124		)	—			(115,750		)	—
Issuances of preferred shares	—	—		—	—		—		—			4,800	48		6,200	62		—	—		—	—		—		—			265,510			—			—			265,620			—
Dividends declared - common shares	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			(46,292		)	—			(46,292		)	—
Dividends declared - preferred shares- Series A	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			(3,542		)	—			(3,542		)	—
Dividends declared - preferred shares- Series D	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			(20,002		)	—			(20,002		)	—
Dividends declared – preferred shares- Series E	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			(6,280		)	—			(6,280		)	—
Dividends declared – preferred shares- Series F	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			(4,130		)	—			(4,130		)	—
Dividends declared – preferred shares- Series G	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			(2,318		)	—			(2,318		)	—
Distributions to noncontrolling interests	—	—		—	—		—		—			—	—		—	—		—	—		—	—		—		—			—			—			—			—			(10,988		)

72

	Preferred Stock																														Additional Paid-in Capital			Accumulated Deficit			Noncontrolling Interests in Consolidated Entities			Total			Redeemable Noncontrolling Interest in Operating Partnership
	Series A					Series D					Series E			Series F			Series G			Series H			Series I			Common Stock
	Shares		Amount			Shares		Amount			Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Shares		Amount
Redemption of operating partnership units for sale of hotel property	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			4,718			—			—			4,718			(16,423		)
Redemption/conversion of operating partnership units	—		—			—		—			—	—		—	—		—	—		—	—		—	—		215		2			1,598			(2,571		)	—			(971		)	971
Redemption value adjustment	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			—			(49,250		)	—			(49,250		)	49,250
Net income (loss)	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			—			(46,285		)	(14		)	(46,299		)	(12,483		)
Balance at December 31, 2016	1,657		$	17		9,469		$	95		—	$	—	4,800	$	48	6,200	$	62	—	$	—	—	$	—	96,377		$	964		$	1,764,450		$	(974,015	)	$	756		$	792,377		$	132,768
Purchases of common stock	—		—			—		—			—	—		—	—		—	—		—	—		—	—		(203	)	(2		)	(1,270		)	—			—			(1,272		)	—
Equity-based compensation	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			7,227			—			—			7,227			5,060
Forfeitures of restricted shares	—		—			—		—			—	—		—	—		—	—		—	—		—	—		(56	)	—			—			—			—			—			—
Issuance of restricted shares/units	—		—			—		—			—	—		—	—		—	—		—	—		—	—		1,271		12			(12		)	—			—			—			94
Redemption of preferred shares	(1,657	)	(17		)	(7,080	)	(71		)	—	—		—	—		—	—		—	—		—	—		—		—			(207,538		)	(10,799		)	—			(218,425		)	—
Issuances of preferred shares	—		—			—		—			—	—		—	—		—	—		3,800	38		5,400	54		—		—			221,979			—			—			222,071			—
Dividends declared - common shares	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			—			(47,104		)	—			(47,104		)	—
Dividends declared - preferred shares- Series A	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			—			(2,539		)	—			(2,539		)	—
Dividends declared - preferred shares- Series D	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			—			(18,211		)	—			(18,211		)	—
Dividends declared – preferred shares- Series F	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			—			(8,849		)	—			(8,849		)	—
Dividends declared – preferred shares- Series G	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			—			(11,430		)	—			(11,430		)	—
Dividends declared – preferred shares- Series H	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			—			(2,494		)	—			(2,494		)	—
Dividends declared – preferred shares- Series I	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			—			(1,238		)	—			(1,238		)	—
Distributions to noncontrolling interests	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			—			—			—			—			(10,007		)
Redemption/conversion of operating partnership units	—		—			—		—			—	—		—	—		—	—		—	—		—	—		20		—			161			—			—			161			(161		)
Redemption value adjustment	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			—			(10,010		)	—			(10,010		)	10,010
Net income (loss)	—		—			—		—			—	—		—	—		—	—		—	—		—	—		—		—			—			(67,008		)	(110		)	(67,118		)	(21,642		)
Balance at December 31, 2017	—		$	—		2,389		$	24		—	$	—	4,800	$	48	6,200	$	62	3,800	$	38	5,400	$	54	97,409		$	974		$	1,784,997		$	(1,153,697	)	$	646		$	633,146		$	116,122

See Notes to Consolidated Financial Statements.

73

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2017			2016			2015
Cash Flows from Operating Activities
Net income (loss)	$	(88,760	)	$	(58,782	)	$	306,412
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	246,731			243,863			210,410
Impairment charges	10,153			17,816			19,511
Amortization of intangibles	(238		)	(156		)	(167		)
Recognition of deferred income	(869		)	—			—
Write-off of intangibles	—			564			—
Deferred tax expense (benefit)	2,324			—			—
Bad debt expense	2,185			1,185			1,059
Equity in (earnings) loss of unconsolidated entities	5,866			6,110			6,831
Distributions of earnings from unconsolidated entities	—			—			996
(Gain) loss on acquisition of PIM Highland JV and sale of properties, net	(14,030		)	(31,599		)	(381,351		)
Realized and unrealized (gain) loss on trading securities	3,678			(4,946		)	(1,776		)
Purchases of marketable securities	(54,793		)	(48,239		)	(96,322		)
Sales of marketable securities	77,374			—			95,963
(Gain) loss on insurance settlement	—			(456		)	—
Net settlement of trading derivatives	(5,035		)	(5,866		)	(1,106		)
Payments for derivatives	—			(230		)	(9,975		)
Realized and unrealized (gains) losses on derivatives	7,510			6,116			9,861
Amortization of loan costs and premiums, write-off of loan costs, premiums and exit fees	14,190			34,696			23,059
Equity-based compensation	12,287			9,672			3,470
Changes in operating assets and liabilities, exclusive of effect of acquisitions and dispositions of hotel properties:
Accounts receivable and inventories	2,037			(880		)	5,325
Prepaid expenses and other assets	(4,762		)	(7,453		)	(1,042		)
Accounts payable and accrued expenses	(5,316		)	1,670			(1,373		)
Due to/from affiliates	—			—			3,473
Due to/from related party	944			(610		)	(2,624		)
Due to/from third-party hotel managers	(4,353		)	9,731			8,858
Due to/from Ashford Prime OP, net	(488		)	1,016			136
Due to/from Ashford Inc., net	(570		)	5,860			1,654
Other liabilities	1,317			641			2,295
Net cash provided by (used in) operating activities	207,382			179,723			203,577
Cash Flows from Investing Activities
Investment in unconsolidated entity	(984		)	(2,321		)	—
Proceeds from payments on notes receivable	—			4,246			245
Proceeds from franchise agreement extensions	—			—			7,500
Acquisition of hotel properties and assets, net of cash and restricted cash acquired	(363		)	(3,339		)	(620,369		)
Improvements and additions to hotel properties	(221,960		)	(204,040		)	(175,159		)
Net proceeds from sale of assets/properties	105,267			181,754			7,650
Payments for initial franchise fees	(225		)	(30		)	(568		)
Liquidation of U.S. AQUA Fund	50,942			—			—
Proceeds from property insurance	3,442			1,872			385
Net cash provided by (used in) investing activities	(63,881		)	(21,858		)	(780,316		)
Cash Flows from Financing Activities
Borrowings on indebtedness	704,800			487,500			2,277,782
Repayments of indebtedness	(754,836		)	(559,037		)	(1,550,299		)
Payments for loan costs and exit fees	(13,871		)	(20,156		)	(47,993		)
Payments for dividends and distributions	(101,592		)	(91,465		)	(91,282		)
Purchases of common stock	(1,272		)	(729		)	(52,292		)
Redemption of preferred stock	(218,425		)	(115,750		)	—
Payments for derivatives	(871		)	(199		)	(2,217		)
Proceeds from common stock offering	—			—			110,870
Proceeds from preferred stock offerings	222,071			265,620			—
Other	94			66			35
Net cash provided by (used in) financing activities	(163,902		)	(34,150		)	644,604
Net change in cash and cash equivalents	(20,401		)	123,715			67,865
Cash, cash equivalents and restricted cash at beginning of year	492,473			368,758			300,893
Cash, cash equivalents and restricted cash at end of year	$	472,072		$	492,473		$	368,758

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	Year Ended December 31,
	2017			2016		2015
Supplemental Cash Flow Information
Interest paid	$	210,644		$	201,895	$	165,809
Income taxes paid (received), net	(253		)	1,882		8,730
Supplemental Disclosure of Investing and Financing Activities
Accrued but unpaid capital expenditures	$	19,456		$	11,402	$	7,525
Dividends and distributions declared but not paid	25,045			24,765		22,678
Investment in unconsolidated entity	—			—		59,338
Assumption of debt	—			—		74,320
Acquisition of land	—			—		3,100
Transfer of debt upon sale of hotel property	—			23,850		—
Redemption of operating partnership units for sale of hotel property	—			11,705		—
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period	$	347,091		$	215,078	$	215,063
Cash and cash equivalents at beginning of period included in assets held for sale	976			—		—
Restricted cash at beginning of period	144,014			153,680		85,830
Restricted cash at beginning of period included in assets held for sale	392			—		—
Cash, cash equivalents and restricted cash at beginning of period	$	492,473		$	368,758	$	300,893
Cash and cash equivalents at end of period	$	354,805		$	347,091	$	215,078
Cash and cash equivalents at end of period included in assets held for sale	78			976		—
Restricted cash at end of period	116,787			144,014		153,680
Restricted cash at end of period included in assets held for sale	402			392		—
Cash, cash equivalents and restricted cash at end of period	$	472,072		$	492,473	$	368,758

See Notes to Consolidated Financial Statements.

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ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2017, 2016 and 2015

1. Organization and Description of Business

Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”) focused on investing in full-service hotels in the upscale and upper upscale segments in domestic and international markets that have revenue per available room (“RevPAR”) generally less than twice the national average, and in all methods including direct real estate, equity, and debt. Other than Ashford Hospitality Trust, Inc.’s investment in Ashford Inc. common stock, we own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly-owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. In this report, terms such as the “Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and all entities included in its consolidated financial statements.

We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through an advisory agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.

As of December 31, 2017, we owned interests in the following assets:

• 120 consolidated hotel properties, including 118 (two which are held for sale) directly owned and two owned through a majority-owned investment in a consolidated entity, which represent 25,058 total rooms (or 25,031 net rooms excluding those attributable to our partner);

• 89 hotel condominium units at WorldQuest Resort in Orlando, Florida;

• a 28.6% ownership in Ashford Inc. common stock with a carrying value of $437,000 and a fair value of $55.6 million; and

• a 16.2% ownership in OpenKey with a carrying value of $2.5 million.

For federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of December 31, 2017, our 120 hotel properties were leased or owned by our wholly owned subsidiaries that are treated as taxable REIT subsidiaries for federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations.

As of December 31, 2017, Remington Lodging & Hospitality, LLC, together with its affiliates (“Remington Lodging”), which is beneficially wholly owned by Mr. Monty J. Bennett, our Chairman, and Mr. Archie Bennett, Jr., our Chairman Emeritus, managed 82 of our 120 hotel properties and WorldQuest Resort. Third-party management companies managed the remaining hotel properties.

2. Significant Accounting Policies

Basis of Presentation—The accompanying consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries and its majority-owned joint ventures in which it has a controlling interest. All significant inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements.

Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Trust OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following acquisitions/dispositions affect reporting comparability related to our consolidated financial statements:

Hotel Property	Location	Type	Date
Lakeway Resort & Spa	Austin, Texas	Acquisition	February 6, 2015
Memphis Marriott East	Memphis, Tennessee	Acquisition	February 25, 2015
PIM Highland JV (28.26% interest)	Various	Acquisition	March 6, 2015
Hampton Inn & Suites	Gainesville, Florida	Acquisition	April 29, 2015
Le Pavillon Hotel	New Orleans, Louisiana	Acquisition	June 3, 2015
9-hotel portfolio	Various	Acquisition	June 17, 2015
W Atlanta Downtown	Atlanta, Georgia	Acquisition	July 1, 2015
Le Meridien Minneapolis	Minneapolis, Minnesota	Acquisition	July 23, 2015
Hilton Garden Inn - Wisconsin Dells	Wisconsin Dells, Wisconsin	Acquisition	August 5, 2015
Hotel Indigo Atlanta	Atlanta, Georgia	Acquisition	October 15, 2015
W Minneapolis Foshay	Minneapolis, Minnesota	Acquisition	November 10, 2015
5-hotel portfolio	Various	Disposition	June 1, 2016
Hampton Inn & Suites	Gainesville, Florida	Disposition	September 1, 2016
SpringHill Suites Gaithersburg	Gaithersburg, Maryland	Disposition	October 1, 2016
2-hotel portfolio	Palm Desert, California	Disposition	October 7, 2016
Renaissance	Portsmouth, VA	Disposition	February 1, 2017
Embassy Suites	Syracuse, NY	Disposition	March 6, 2017
Crowne Plaza Ravinia	Atlanta, GA	Disposition	June 29, 2017

Use of Estimates—The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents—Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase.

Restricted Cash—Restricted cash includes reserves for debt service, real estate taxes, and insurance, as well as excess cash flow deposits and reserves for furniture, fixtures, and equipment replacements of approximately 4% to 6% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. We early adopted Accounting Standards Updates (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash effective January 1, 2017. See discussion in recently adopted accounting standards below.

Accounts Receivable—Accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. We generally do not require collateral. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed adequate to absorb estimated receivable losses. The estimate is based on past receivable loss experience, known and inherent credit risks, current economic conditions, and other relevant factors, including specific reserves for certain accounts.

Inventories—Inventories, which primarily consist of food, beverages, and gift store merchandise, are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method.

Investments in Hotel Properties, net—Hotel properties are generally stated at cost. However, four hotel properties contributed upon Ashford Trust’s formation in 2003 are stated at the predecessor’s historical cost, net of impairment charges, if any, plus a partial step-up related to the acquisition of noncontrolling interests from third parties associated with certain of these properties. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at the predecessor’s historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the entities. All improvements and additions that extend the useful life of the hotel properties are capitalized.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Impairment of Investments in Hotel Properties—Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period, and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. See note 5.

Hotel Dispositions—Discontinued operations are defined as the disposal of components of an entity that represents strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We believe that individual dispositions of hotel properties do not represent a strategic shift that has (or will have) a major effect on our operations and financial results as most will not fit the definition. See note 5.

Assets Held for Sale—We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. Depreciation and amortization will cease as of the date assets have met the criteria to be deemed held for sale. See note 5.

Investments in Unconsolidated Entities—Investments in entities in which we have ownership interests ranging from 16.2% to 28.6%, at December 31, 2017, are accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entities’ net income/loss. We review the investments in our unconsolidated entities for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any impairment is recorded in equity earnings (loss) in unconsolidated entities. No such impairment was recorded for the years ended December 31, 2017, 2016 and 2015.

Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. VIE’s, as defined by authoritative accounting guidance, must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct the unconsolidated entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions.

Note Receivable—Mezzanine loan financing, classified as note receivable, represented a loan held for investment and intended to be held to maturity. Note receivable was recorded at cost, net of unamortized loan origination costs and fees, loan purchase discounts, and allowance for losses when a loan is deemed to be impaired. Premiums, discounts, and net origination fees are amortized or accreted as an adjustment to interest income using the effective interest method over the life of the loan. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received when contractually due. Payments received on impaired nonaccrual loans are recorded as adjustments to impairment charges. No interest income was recorded for the years ended December 31, 2017, 2016 and 2015. Our note receivable was paid in full on December 2, 2016.

VIEs, as defined by authoritative accounting guidance, must be consolidated by their controlling interest beneficiaries if the VIE does not effectively disperse risks among the parties involved. We no longer hold the mezzanine note receivable at December 31, 2017, which was secured by a hotel property and was subordinate to the controlling interest in the secured hotel property. Although the note receivable was considered to be a variable interest in the entity that owns the related hotel, we were not considered to be the primary beneficiary of the hotel property as a result of holding the loan. Therefore, we did not consolidate the hotel property for which we had provided financing. We will evaluate the interests in entities acquired or created in the future to determine whether such entities should be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Impairment of Notes Receivable—We reviewed notes receivable for impairment each reporting period. A loan is impaired when, based on current information and events, collection of all amounts recorded as assets on the balance sheet is no longer considered probable. We apply normal loan review and underwriting procedures (as may be implemented or modified from time to time) in making that judgment.

When a loan is impaired, we measure impairment based on the present value of expected cash flows discounted at the loan’s effective interest rate against the value of the asset recorded on the balance sheet. We may also measure impairment based on a loan’s observable market price or the fair value of collateral if the loan is collateral-dependent. Loan impairments are recorded as a valuation allowance and a charge to earnings. Our assessment of impairment is based on considerable management judgment and assumptions. Our note receivable was paid in full on December 2, 2016. No impairment charges were recorded for the years ended December 31, 2016 and 2015. Valuation adjustments of $500,000 and $439,000 on previously impaired notes were credited to impairment charges for the years ended December 31, 2016 and 2015, respectively.

Marketable Securities—Marketable securities include U.S. treasury bills and publicly traded equity securities. All of these investments are recorded at fair value. Prior to our investment in the AQUA U.S. Fund, it also included put and call options in certain publicly traded equity securities. Put and call options are considered derivatives. The fair value of these investments has been determined based on the closing price as of the balance sheet date and is reported as “marketable securities” or “liabilities associated with marketable securities and other” in the consolidated balance sheets. The cost of securities sold is determined by using the high cost method. Net investment income, including interest income (expense), dividends, realized gains and losses and costs of investment, is reported as a component of “other income (expense).” Unrealized gains and losses on these investments are reported as “unrealized gain (loss) on marketable securities” in the consolidated statements of operations.

Deferred Costs, net—Debt issuance costs are reflected as a direct reduction to the related debt obligation on our consolidated balance sheets. Prior to its expiration, debt issuance costs associated with our secured revolving credit facility were presented as an asset on our consolidated balance sheets. Deferred loan costs are recorded at cost and amortized over the terms of the related indebtedness using the effective interest method. Deferred franchise fees are amortized on a straight line basis over the terms of the related franchise agreements and are presented as an asset on our consolidated balance sheets. See notes 6 and 8.

Intangible Assets and Liabilities—Intangible assets and liabilities represent the assets and liabilities recorded on certain hotel properties’ ground lease contracts that were below or above market rates at the date of acquisition. These assets and liabilities are amortized using the straight line method over the remaining terms of the respective lease contracts. See note 7.

Derivative Instruments and Hedging—We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR. Interest rate derivatives could include swaps, caps, floors, flooridors. We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. We also use credit default swaps to hedge financial and capital market risk. All of our derivatives are subject to master- netting settlement arrangements and the credit default swaps are subject to credit support annexes. For credit default swaps, cash collateral is posted by us as well as our counterparty. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. We also purchase options on Eurodollar futures as a hedge against our cash flows. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are made good.

All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. Interest rate derivatives, credit default swaps and options on futures contracts are reported as “derivative assets, net” in the consolidated balance sheets. Interest rate derivatives and futures, changes in fair value are recognized in earnings as “unrealized gain (loss) on derivatives” in the consolidated statements of operations. Accrued interest on non-hedge designated interest rate derivatives is included in “accounts receivable, net” in the consolidated balance sheets.

For non-hedge designated interest rate derivatives, credit default swaps and options on futures contracts, changes in fair value and realized gains and losses are recognized in earnings as “unrealized gain (loss) on derivatives” and “other income (expense)”, respectively, in the consolidated statements of operations.

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ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Due to/from Related Party—Due to/from related party represents current receivables and payables resulting from transactions related to hotel management, project management and market services with a related party. Due to/from related party is generally settled within a period not exceeding one year.

Due to/from Ashford Prime OP, net—Due to/from Ashford Prime OP represents receivables and payables resulting from certain expenses. Due to/from Ashford Prime OP is generally settled within a period not exceeding one year.

Due to/from Ashford Inc.—Due to/from Ashford Inc. represents current receivables and payables resulting primarily from advisory services fee, including reimbursable expenses. Due to/from Ashford Inc., is generally settled within a period not exceeding one year.

Due to/from Third-Party Hotel Managers—Due from third-party hotel managers primarily consists of amounts due from Marriott related to cash reserves held at the Marriott corporate level related to operating, real estate taxes and other items. Due to/from third-party hotel managers also represents current receivables and payables resulting from transactions related to hotel management.

Unfavorable Management Contract Liabilities—Certain management agreements assumed in previous acquisitions had terms that were more favorable to the respective managers than typical market management agreements at the acquisition dates. As a result, we initially recorded unfavorable contract liabilities related to those management agreements totaling $23.4 million based on the present value of expected cash outflows over the initial terms of the related agreements. The unfavorable contract liabilities are amortized as reductions to incentive management fees on a straight-line basis over the initial terms of the related agreements. In evaluating unfavorable contract liabilities, our analysis involves considerable management judgment and assumptions.

Noncontrolling Interests—The redeemable noncontrolling interests in the operating partnership represent the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common unit holdings throughout the period. The redeemable noncontrolling interests in our operating partnership is classified in the mezzanine section of the consolidated balance sheets as these redeemable operating partnership units do not meet the requirements for permanent equity classification prescribed by the authoritative accounting guidance because these redeemable operating partnership units may be redeemed by the holder as described in note 13. The carrying value of the noncontrolling interests in the operating partnership is based on the greater of the accumulated historical cost or the redemption value.

The noncontrolling interests in consolidated entities represent ownership interests of 15% in two hotel properties held by one joint venture at December 31, 2017 and 2016, and is reported in equity in the consolidated balance sheets.

Net income/loss attributable to redeemable noncontrolling interests in the operating partnership and income/loss from consolidated entities attributable to noncontrolling interests in our consolidated entities are reported as deductions/additions from/to net income/loss. Comprehensive income/loss attributable to these noncontrolling interests is reported as reductions/additions from/to comprehensive income/loss.

Revenue Recognition—Hotel revenues, including room, food, beverage, and ancillary revenues such as long-distance telephone service, laundry, parking and space rentals, are recognized when services have been rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. Interest income is recognized when earned. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received when contractually due.

Other Hotel Expenses—Other hotel expenses include Internet, telephone charges, guest laundry, valet parking, and hotel-level general and administrative fees, sales and marketing expenses, repairs and maintenance, franchise fees and utility costs. They are expensed as incurred.

Advertising Costs—Advertising costs are charged to expense as incurred. For the years ended December 31, 2017, 2016 and 2015, our continuing operations incurred advertising costs of $7.5 million, $6.4 million and $5.6 million, respectively. Advertising costs related to continuing operations are included in “other” hotel expenses in the accompanying consolidated statements of operations.

Equity-Based Compensation—Stock/unit-based compensation for non-employees is accounted for at fair value based on the market price of the shares at period end in accordance with applicable authoritative accounting guidance that results in recording expense, included in “advisory services fee,” and “management fees” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Performance stock units (“PSUs”) and performance-based Long-Term Incentive

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Plan (“Performance LTIP”) units granted to certain executive officers are accounted for at fair value at period end based on a Monte Carlo simulation valuation model that results in recording expense, included in “advisory services fee,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Stock/unit grants to independent directors are recorded at fair value based on the market price of the shares at grant date, which amount is fully expensed as the grants of stock/units are fully vested on the date of grant.

Depreciation and Amortization—Owned hotel properties are depreciated over the estimated useful life of the assets and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives ranging from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for furniture, fixtures and equipment. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation and amortization expense and net income (loss) as well as resulting gains or losses on potential hotel sales.

Income Taxes—As a REIT, we generally are not subject to federal corporate income tax on the portion of our net income (loss) that does not relate to taxable REIT subsidiaries. However, Ashford TRS is treated as a taxable REIT subsidiary for federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to Ashford TRS using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions.

The “Income Taxes” topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2013 through 2017 remain subject to potential examination by certain federal and state taxing authorities.

Income (Loss) Per Share—Basic income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding during the period using the two-class method prescribed by applicable authoritative accounting guidance. Diluted income (loss) per common share is calculated using the two-class method, or the treasury stock method, if more dilutive. Diluted income (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share.

Recently Adopted Accounting Standards—In March 2016, the FASB issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”), which simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017, and the adoption of this standard did not have any impact on our financial position, results of operations or cash flows.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017 on a retrospective basis. The adoption of this standard resulted in the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows for all periods presented. As a result, for the years ended December 31, 2016 and 2015, net cash provided by operating activities increased $4.7 million and $5.4 million, respectively. Net cash used in investing activities increased $13.9 million for the year ended December 31, 2016 and decreased $73.2 million for the year ended December 31, 2015. Our beginning-of-period cash, cash equivalents and restricted cash increased $144.0 million, $153.7 million and $85.8 million in 2017, 2016 and 2015, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Recently Issued Accounting Standards—In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which defers the effective date to fiscal periods beginning after December 15, 2017. The standard permits the use of either the full retrospective or cumulative effect (modified retrospective) transition method. Based on our assessment of this standard, it will not materially affect the amount or timing of revenue recognition for revenues from room, food and beverage, and other hotel level sales. Additionally, we have historically disposed of hotel properties for cash sales with no contingencies and no future involvement in the hotel operations, therefore, ASU No. 2014-09 will not impact the recognition of hotel sales. We have selected the modified retrospective method. We continue to evaluate the related disclosure requirements.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. ASU 2016-01 provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. It also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain provisions of ASU 2016-01 are eligible for early adoption. We do not expect that ASU 2016-01 will have a material impact on our consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The accounting for leases under which we are the lessor remains largely unchanged. While we are currently in the initial stages of assessing the impact that ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact to our consolidated financial statements upon adoption will be the recognition, on a discounted basis, of our future minimum rentals due under our hotel ground leases and other noncancelable leases on our consolidated balance sheets resulting in the recording of ROU assets and lease obligations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments -Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. We are currently evaluating the impact that ASU 2016-13 will have on the consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. While we are currently evaluating the potential impact of the standard, we currently expect that certain future hotel acquisitions may be considered asset acquisitions

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rather than business combinations, which would affect capitalization of acquisitions costs (such costs are expensed for business combinations and capitalized for asset acquisitions).

In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets(ASU “2017-05”), which clarifies the scope of Accounting Standard Codification (“ASC”) Subtopic 610-20,Other Income-Gains and Losses from the Derecognition of Nonfinancial Assetsand adds guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for fiscal years beginning after December 15, 2017.Early adoption is permitted. An entity may elect to apply ASU 2017-05 under a retrospective or modified retrospective approach. We are evaluating the impact that ASU 2017-05 will have on our consolidated financial statements and related disclosures.

3. Investments in Hotel Properties

Investments in hotel properties consisted of the following (in thousands):

	December 31,
	2017			2016
Land	$	653,293		$	663,013
Buildings and improvements	3,895,112			3,913,377
Furniture, fixtures and equipment	468,420			434,091
Construction in progress	35,273			32,525
Condominium properties	12,196			11,558
Total cost	5,064,294			5,054,564
Accumulated depreciation	(1,028,379		)	(894,001		)
Investments in hotel properties, net	$	4,035,915		$	4,160,563

The cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes was approximately $4.1 billion and $3.4 billion as of December 31, 2017 and 2016.

For the years ended December 31, 2017, 2016 and 2015, we recognized depreciation expense of $246.0 million, $243.6 million and $210.1 million, respectively.

4. Investment in Unconsolidated Entities

Ashford Inc.

As of December 31, 2017, we held approximately 598,000 shares of Ashford Inc. common stock, which represented an approximate 28.6% ownership interest, with a carrying value of approximately $437,000 and a fair value of $55.6 million.

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The following tables summarize the condensed balance sheets and our ownership interest in Ashford Inc. as of December 31, 2017 and 2016, and the condensed statements of operations and our equity in earnings (loss) of Ashford Inc. for the years ended December 31, 2017, 2016 and 2015 (in thousands):

Ashford Inc.

Condensed Balance Sheets

	December 31, 2017		December 31, 2016
Total assets	$	114,810	$	129,797
Total liabilities	78,742		38,168
Redeemable noncontrolling interests	5,111		1,480
Total stockholders’ equity of Ashford Inc.	30,185		37,377
Noncontrolling interests in consolidated entities	772		52,772
Total equity	30,957		90,149
Total liabilities and equity	$	114,810	$	129,797
Our ownership interest in Ashford Inc.	$	437	$	5,873

Ashford Inc.

Condensed Statements of Operations

	Year Ended December 31,
	2017			2016			2015
Total revenue	$	81,573		$	67,607		$	58,981
Total expenses	(92,095		)	(70,064		)	(60,332		)
Operating income (loss)	(10,522		)	(2,457		)	(1,351		)
Realized and unrealized gain (loss) on investment in unconsolidated entity, net	—			(1,460		)	(2,141		)
Realized and unrealized gain (loss) on investments, net	(91		)	(7,787		)	(7,600		)
Other income (expense)	142			81			1,114
Income tax benefit (expense)	(9,723		)	(780		)	(2,066		)
Net income (loss)	(20,194		)	(12,403		)	(12,044		)
(Income) loss from consolidated entities attributable to noncontrolling interests	358			8,860			10,852
Net (income) loss attributable to redeemable noncontrolling interests	1,484			1,147			2
Net income (loss) attributable to Ashford Inc.	$	(18,352	)	$	(2,396	)	$	(1,190	)
Our equity in earnings (loss) of Ashford Inc.	$	(5,437	)	$	(743	)	$	(483	)

AQUA U.S. Fund

In June 2015, for consideration of certain marketable securities, we obtained a 52.4% ownership interest in the AQUA U.S. Fund. The AQUA U.S. Fund was managed by Ashford Investment Management, LLC (“AIM”), an indirect subsidiary of Ashford Inc. The AQUA U.S. Fund was consolidated by Ashford Inc. During the first quarter of 2017, we liquidated our investment in the AQUA U.S. Fund subject to a 5% hold back of $2.6 million, which was received during the second quarter of 2017. Our ownership interest in the AQUA U.S. Fund was $50.9 million at December 31, 2016. For the years ended December 31, 2017, 2016 and 2015 our equity in earnings (loss) was $52,000, $(5.1) million and $(3.4) million, respectively.

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OpenKey

During the years ended December 31, 2017 and 2016, the Company made investments totaling $1.0 million and $2.3 million, respectively, in OpenKey, which is controlled and consolidated by Ashford Inc., for a 13.3% ownership interest. Our investment is recorded as a component of “investment in unconsolidated entities” in our consolidated balance sheet and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance. As of December 31, 2017, our 16.2% ownership interest had a carrying value of $2.5 million. For the years ended December 31, 2017 and 2016, our equity in loss of the unconsolidated entity was $481,000 and $305,000, respectively.

Ashford Prime

In July 2015, we announced that our board of directors declared the distribution (1) to our stockholders of approximately 4.1 million shares of common stock of Ashford Hospitality Prime, Inc. (“Ashford Prime”) to be received by us upon redemption of common units of Ashford Hospitality Prime Limited Partnership, the operating partnership of Ashford Prime (“Ashford Prime OP”) and (2) to the common unitholders of Ashford Trust OP of our remaining common units of Ashford Prime OP. The distribution occurred on July 27, 2015. As a result of the distribution, we no longer retain an interest in Ashford Prime. The previously deferred gain of $599,000 from the sale of the Pier House Resort in March 2014 was recognized during the year ended December 31, 2015.

5. Hotel Dispositions, Assets Held for Sale and Impairment Charges

Hotel Dispositions

On June 1, 2016, the Company sold the Noble Five Hotels, a 5-hotel portfolio of select-service hotel properties for approximately $142.0 million in cash. The sale resulted in a gain of $22.8 million for the year ended December 31, 2016 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations. The portfolio is comprised of the Courtyard Edison in Edison, New Jersey; the Residence Inn Buckhead in Atlanta, Georgia; the Courtyard Lake Buena Vista, the Fairfield Inn Lake Buena Vista and the SpringHill Suites Lake Buena Vista in Orlando, Florida.

On September 1, 2016, the Company sold the Hampton Inn Gainesville for approximately $26.5 million in cash. The sale resulted in a gain of $1.6 million for the year ended December 31, 2016 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations.

On October 1, 2016, the Company sold the SpringHill Suites in Gaithersburg, Maryland for approximately $13.2 million. The consideration received from the sale was a combination of cash and approximately 2.0 million Class B common units of the Company’s operating partnership. The Class B operating partnership units were redeemed at a price of $5.74 per unit, or a price of $6.05 per common share after taking into account the current conversion factor. The Company also paid off approximately $10.4 million of debt associated with the hotel property. The sale resulted in a loss of $223,000 for the year ended December 31, 2016 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations (see impairment discussion below).

On October 7, 2016, the Company sold the Courtyard and Residence Inn in Palm Desert, California for $36.0 million. The consideration received from the sale was a combination of cash and assumption of approximately $23.8 million of mortgage debt associated with the hotel properties. The sale resulted in a gain of $7.5 million for the year endedDecember 31, 2017 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations.

On February 1, 2017, the Company sold the Renaissance hotel in Portsmouth, Virginia (“Renaissance Portsmouth”) for approximately $9.2 million in cash. The sale resulted in a loss of $43,000 for the year endedDecember 31, 2017 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations. The Company also repaid approximately $20.2 million of debt associated with the hotel property. See note 8.

On March 6, 2017, the Company sold the Embassy Suites in Syracuse, New York (“Embassy Suites Syracuse”) for approximately $8.8 million in cash. The sale resulted in a loss of $40,000 for the year endedDecember 31, 2017 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations. The Company also repaid approximately $20.6 million of debt associated with the hotel property. See note 8.

On June 29, 2017, the Company sold the Crowne Plaza Ravinia in Atlanta, Georgia for approximately $88.7 million in cash. The sale resulted in a gain of $14.1 million for the year endedDecember 31, 2017 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations. The Company also repaid approximately $78.7 million of debt associated with the hotel property. See note 8.

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We included the results of operations for these hotel properties through the date of disposition in net income (loss) as shown in the consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, respectively. The following table includes condensed financial information from these hotel properties (in thousands):

	Year Ended December 31,
	2017			2016			2015
Total hotel revenue	$	12,447		$	77,808		$	100,973
Total hotel operating expenses	(10,064		)	(51,750		)	(65,874		)
Operating income (loss)	2,383			26,058			35,099
Property taxes, insurance and other	(616		)	(3,805		)	(5,278		)
Depreciation and amortization	(2,588		)	(11,891		)	(17,008		)
Impairment charges	—			(18,316		)	(2,817		)
Gain (loss) on sale of hotel properties	14,030			31,713			—
Interest expense and amortization of loan costs	(2,361		)	(10,456		)	(13,150		)
Write-off of loan costs and exit fees	(98		)	(5,076		)	—
Income (loss) before income taxes	10,750			8,227			(3,154		)
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership	(1,668		)	(1,153		)	421
Income (loss) before income taxes attributable to the Company	$	9,082		$	7,074		$	(2,733	)

Impairment Charges and Insurance Recoveries

In August and September 2017, twenty-four of our hotel properties in Texas and Florida were impacted by the effects of Hurricanes Harvey and Irma. The Company holds insurance policies that provide coverage for property damage and business interruption after meeting certain deductibles at all of its hotel properties. During 2017, the Company recognized impairment charges, net of anticipated insurance recoveries of $2.0 million. Additionally, the Company recognized remediation and other costs, net of anticipated insurance recoveries of $2.8 million, included primarily in other hotel operating expenses. As of December 31, 2017, the Company has recorded an insurance receivable of $267,000, net of deductibles of $4.8 million, included in “accounts receivable, net” on our consolidated balance sheet, related to the anticipated insurance recoveries. During the year ended December 31, 2017, the Company received proceeds of $612,000 for business interruption losses associated with lost profits, which has been recorded as “other” hotel revenue in our consolidated statement of operations, in excess of the deductible of $366,000. The Company will not record an insurance recovery receivable for business interruption losses associated with lost profits until the amount for such recoveries is known and the amount is realizable.

Additionally, in 2017 we recorded impairment charges of $8.2 million related to two hotel properties. The impairment charges occurred at the SpringHill Suites in Centreville, Virginia (“SpringHill Suites Centreville”) and the SpringHill Suites in Glen Allen, Virginia (“SpringHill Suites Glen Allen”) in the amounts of $4.7 million and $3.5 million, respectively. The impairment charges were based on methodologies discussed in note 2, which are considered Level 3 valuation techniques. The hotel properties are currently held for sale. See discussion below.

In 2016 we recorded impairment charges of $18.3 million related to three hotel properties. The impairment charges occurred at the SpringHill Suites Gaithersburg, Embassy Suites Syracuse and the Renaissance Portsmouth in the amounts of $5.0 million, $4.1 million and $9.2 million, respectively. The impairment charges were based on methodologies discussed in note 2, which are considered Level 3 valuation techniques. On October 1, 2016, the Company completed the sale of the SpringHill Suites Gaithersburg for approximately $13.2 million.

We recorded an impairment charge of $19.9 million related to two hotel properties in the second quarter of 2015. The impairment charges occurred at the Residence Inn in Las Vegas, Nevada and the SpringHill Suites in Gaithersburg, Maryland, in the amounts of $17.1 million and $2.8 million, respectively. The impairment charges were based on methodologies discussed in note 2, which are considered Level 3 valuation techniques. Our estimates of fair value reduced the respective carrying values of the Residence Inn in Las Vegas, Nevada and the SpringHill Suites in Gaithersburg, Maryland to $37.5 million and $15.3 million, respectively.

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Assets Held For Sale

At December 31, 2017, the SpringHill Suites Centreville and the SpringHill Suites Glen Allen were classified as held for sale in the consolidated balance sheet based on methodologies discussed in note 2. Since the sale of the hotel properties does not represent a strategic shift that has (or will have) a major effect on our operations or financial results, their results of operation were not reported as discontinued operations in the consolidated financial statements. Depreciation and amortization were ceased as of the date the assets were deemed held for sale. For the year ended December 31, 2017, total revenue of $7.0 million, and net loss (excluding impairment charges discussed above) of $154,000, are included in our consolidated statements of operations. On February 20, 2018, we completed the sale of the SpringHill Suites Glen Allen for approximately $10.9 million. We expect to complete the sale of the SpringHill Suites Centreville on or about May 1, 2018.

At December 31, 2016, the Renaissance hotel in Portsmouth, Virginia (“Renaissance Portsmouth”) and the Embassy Suites in Syracuse, New York (“Embassy Suites Syracuse”) were classified as held for sale in the consolidated balance sheet based on methodologies discussed in note 2. Since the sale of the properties does not represent a strategic shift that has (or will have) a major effect on our operations or financial results, their results of operation were not reported as discontinued operations in the consolidated financial statements. Depreciation and amortization were ceased as of the date the assets were deemed held for sale. For the year ended December 31, 2016, total revenue of $18.7 million, and net income (excluding impairment charges discussed above) of $499,000, are included in our consolidated statements of operations. On February 1, 2017, we completed the sale of the Renaissance Portsmouth for approximately $9.2 million. On March 6, 2017, we completed the sale of the Embassy Suites Syracuse for approximately $8.8 million.

The major classes of assets and liabilities related to the assets held for sale included in the consolidated balance sheets were as follows (in thousands):

	December 31, 2017		December 31, 2016
Assets
Investments in hotel properties, net	$	17,732	$	17,232
Cash and cash equivalents	78		976
Restricted cash	402		392
Accounts receivable	127		305
Inventories	1		96
Deferred costs, net	—		4
Prepaid expenses	21		309
Other assets	31		274
Due from third-party hotel managers	31		—
Assets held for sale	$	18,423	$	19,588
Liabilities
Indebtedness, net	$	13,221	$	35,679
Accounts payable and accrued expenses	662		1,323
Due to related party, net	94		45
Liabilities related to assets held for sale	$	13,977	$	37,047

6. Deferred Costs, net

Deferred costs, net consist of the following (in thousands):

	December 31,
	2017			2016
Deferred franchise fees	$	4,400		$	4,602
Accumulated amortization	(1,623		)	(1,752		)
	$	2,777		$	2,850
Deferred costs related to assets held for sale	—			4
Deferred costs, net	$	2,777		$	2,846

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7. Intangible Assets, net and Intangible Liabilities, net

Intangible assets, net and intangible liabilities, net consisted of the following (in thousands):

	Intangible Assets, net						Intangible Liability, net
	December 31,						December 31,
	2017			2016			2017			2016
Cost	$	10,276		$	10,276		$	16,846		$	16,846
Accumulated amortization	(333		)	(215		)	(1,007		)	(651		)
	$	9,943		$	10,061		$	15,839		$	16,195

The intangible assets and intangible liabilities noted above represent the above-market rate leases (liability) and below-market rate leases (asset) that were determined based on the comparison of rent due under the ground lease contracts assumed in the acquisitions to market rates for the remaining duration of the lease contracts and are amortized over their respective ground lease terms with expiration dates ranging from 2024 to 2114. For the years ended December 31, 2017, 2016 and 2015, net amortization related to intangibles was a reduction in lease expense of $238,000, $156,000 and $167,000, respectively.

In connection with the acquisition of the permanent exclusive docking easement for riverfront land located in front of the Hyatt Savannah hotel in Savannah, Georgia we recorded an intangible asset of approximately $797,000. This intangible asset is not subject to amortization and has a carrying value of $797,000 as of December 31, 2017.

Estimated future net amortization expense for intangible assets and intangible liabilities for each of the next five years is as follows (in thousands):

	Intangible Assets		Intangible Liabilities
2018	$	118	$	356
2019	118		356
2020	118		356
2021	118		356
2022	118		356
Thereafter	9,353		14,059
Total	$	9,943	$	15,839

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8. Indebtedness, net

Indebtedness of our continuing operations and the carrying values of related collateral were as follows at December 31, 2017 and 2016 (in thousands):

				December 31, 2017					December 31, 2016
Indebtedness	Collateral	Maturity	Interest Rate	Debt Balance			Book Value of Collateral		Debt Balance			Book Value of Collateral
Mortgage loan (2)	1 hotel	June 2017	5.98%	$	—		$	—	$	15,729		$	25,714
Mortgage loan (3)	17 hotels	December 2017	LIBOR (1) + 5.52%	—			—		412,500			302,417
Mortgage loan (4)	2 hotels	January 2018	4.44%	—			—		105,047			228,433
Mortgage loan (5)	1 hotel	January 2018	4.38%	—			—		96,169			195,768
Mortgage loan (6)	8 hotels	January 2018	LIBOR (1) + 4.95%	376,800			346,609		376,800			355,707
Mortgage loan (7)	5 hotels	February 2018	LIBOR (1) + 4.75%	200,000			208,338		200,000			205,111
Mortgage loan (8)	1 hotel	April 2018	LIBOR (1) + 4.95%	33,300			39,298		33,300			40,738
Mortgage loan (9) (10) (11) (12)	22 hotels	April 2018	LIBOR (1) + 4.39%	971,654			1,206,994		1,070,560			1,278,932
Mortgage loan (13)	1 hotel	May 2018	LIBOR (1) + 5.10%	25,100			32,188		25,100			33,801
Mortgage loan (14)	1 hotel	June 2018	LIBOR (1) + 5.10%	43,750			62,348		43,750			60,260
Mortgage loan (15)	1 hotel	July 2018	LIBOR (1) + 4.15%	35,200			36,220		35,200			37,375
Mortgage loan (15)	1 hotel	July 2018	LIBOR (1) + 5.10%	40,500			52,038		40,500			53,526
Mortgage loan (15)	8 hotels	July 2018	LIBOR (1) + 4.09%	144,000			174,676		144,000			178,738
Mortgage loan (16)	1 hotel	August 2018	LIBOR (1) + 4.95%	12,000			15,279		12,000			15,010
Mortgage loan (17) (18)	4 hotels	August 2018	LIBOR (1) + 4.38%	52,530			61,358		52,530			66,725
Mortgage loan (17) (19) (20)	6 hotels	August 2018	LIBOR (1) + 4.35%	280,421			162,938		301,000			185,804
Mortgage loan (21) (22)	18 hotels	October 2018	LIBOR (1) + 4.55%	450,000			442,394		450,000			457,040
Mortgage loan	1 hotel	July 2019	4.00%	5,336			8,056		5,436			8,326
Mortgage loan (3)	17 hotels	November 2019	LIBOR (1) + 3.00%	427,000			290,973		—			—
Mortgage loan (2)	1 hotel	May 2020	LIBOR (1) + 2.90%	16,100			25,654		—			—
Mortgage loan	1 hotel	November 2020	6.26%	95,207			126,462		96,873			124,654
Mortgage loan (4)	2 hotels	June 2022	LIBOR (1) + 3.00%	164,700			234,253		—			—
Mortgage loan (5)	1 hotel	November 2022	LIBOR (1) + 2.00%	97,000			196,365		—			—
Mortgage loan	1 hotel	May 2023	5.46%	53,789			81,854		54,685			84,854
Mortgage loan	1 hotel	January 2024	5.49%	7,000			9,392		7,111			10,092
Mortgage loan	1 hotel	January 2024	5.49%	10,216			17,533		10,378			15,229
Mortgage loan	1 hotel	May 2024	4.99%	6,530			7,438		6,641			7,922
Mortgage loan	2 hotels	August 2024	4.85%	12,242			11,135		12,427			8,910
Mortgage loan	3 hotels	August 2024	4.90%	24,471			15,693		24,836			16,647
Mortgage loan	3 hotels	August 2024	5.20%	66,224			51,393		67,164			51,659
Mortgage loan	2 hotels	February 2025	4.45%	20,214			10,516		20,575			10,952
Mortgage loan	3 hotels	February 2025	4.45%	52,284			72,112		53,293			69,036
				3,723,568			3,999,507		$	3,773,604		4,129,380
Premiums, net				1,570					3,523
Deferred loan costs, net				(15,617		)			(17,889		)
				$	3,709,521				$	3,759,238
Indebtedness related to assets held for sale (11)	1 hotel	April 2017	LIBOR (1) + 4.39%	—					16,080
Indebtedness related to assets held for sale (20)	1 hotel	August 2017	LIBOR (1) + 4.35%	—					19,599
Indebtedness related to assets held for sale (18)	1 hotel	August 2018	LIBOR (1) + 4.38%	5,992					—
Indebtedness related to assets held for sale (22)	1 hotel	October 2018	LIBOR (1) + 4.55%	7,229					—
Indebtedness, net				$	3,696,300				$	3,723,559

____________________________________

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⁽¹⁾  LIBOR rates were 1.564% and 0.772% at December 31, 2017 and December 31, 2016, respectively.

⁽²⁾  On May 24, 2017, we refinanced this mortgage loan totaling $15.7 million set to mature in June 2017 with a new $16.1 million mortgage loan with a three-year initial term and twoone-year extension options subject to the satisfaction of certain conditions. Through May 2019, the new mortgage loan is interest only and bears interest at a rate of LIBOR + 2.90%. Beginning on June 1, 2019, monthly principal payments based on a thirty-year amortization and a 6.00% interest rate are due.

⁽³⁾  On October 31, 2017, we refinanced this mortgage loan totaling $412.5 million set to mature in December 2017 with a new $427.0 million mortgage loan with a two-year initial term and fiveone-year extension options subject to the satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 3.00%.

⁽⁴⁾  On May 10, 2017, we refinanced this mortgage loan totaling $104.3 million set to mature in January 2018 with a new $181.0 million mortgage loan, of which our initial advance was $164.7 million. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 3.00%. Beginning on July 1, 2020, quarterly principal payments of $750,000 are due.

⁽⁵⁾  On October 30, 2017, we refinanced this mortgage loan totaling $94.7 million set to mature in January 2018 with a new $97.0 million mortgage loan with a five-year term. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 2.00%.

⁽⁶⁾  On January 17, 2018, we refinanced this mortgage loan with a new $395.0 million mortgage loan with a two-year initial term and fiveone-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and bears interest at a rate of LIBOR + 2.92%.

⁽⁷⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions and a LIBOR floor of 0.20%. The second one-year extension period began in February 2017.

⁽⁸⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in April 2017.

⁽⁹⁾  This mortgage loan has fourone-year extension options subject to satisfaction of certain conditions. The first one-year extension period began in April 2017.

⁽¹⁰⁾  This mortgage loan had a $20.2 million pay down of principal related to the Renaissance Portsmouth that was sold on February 1, 2017.

⁽¹¹⁾  A portion of this mortgage loan at December 31, 2016 relates to the Renaissance Portsmouth that was sold on February 1, 2017. See note 5.

⁽¹²⁾  This mortgage loan had a $78.7 million pay down of principal related to the Crowne Plaza Ravinia that was sold on June 29, 2017. See note 5.

⁽¹³⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in May 2017.

⁽¹⁴⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in June 2017.

⁽¹⁵⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in July 2017.

⁽¹⁶⁾  This mortgage loan has twoone-year extension options subject to satisfaction of certain conditions.

⁽¹⁷⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The second one-year extension period began in August 2017.

⁽¹⁸⁾  A portion of this mortgage loan at December 31, 2017 relates to the SpringHill Suites Centerville. See note 5.

⁽¹⁹⁾  This mortgage loan had a $20.6 million pay down of principal related to the Embassy Suites Syracuse that was sold on March 6, 2017. See note 5.

⁽²⁰⁾  A portion of this mortgage loan at December 31, 2016 relates to the Embassy Suites Syracuse that was sold on March 6, 2017. See note 5.

⁽²¹⁾  This mortgage loan has fourone-year extension options subject to satisfaction of certain conditions.

⁽²²⁾  A portion of this mortgage loan at December 31, 2017 relates to the SpringHill Suites Glen Allen. See note 5.

On February 1, 2017, we repaid $20.2 million of principal on our mortgage loan partially secured by the Renaissance Portsmouth. This hotel property was sold on February 1, 2017. See note 5.

On March 6, 2017, we repaid $20.6 million of principal on our mortgage loan partially secured by the Embassy Suites Syracuse. This hotel property was sold on March 6, 2017. See note 5.

On May 10, 2017, we refinanced a $105.0 million mortgage loan, secured by the Renaissance Nashville in Nashville, Tennessee and the Westin in Princeton, New Jersey. The new mortgage loan totals $181.0 million, of which our initial advance was $164.7 million with future advances totaling $16.3 million as reimbursement for capital expenditures. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 3.00%. Beginning on July 1, 2020, quarterly principal payments of $750,000 are due.The stated maturity is June 2022, with no extension options.

On May 24, 2017, we refinanced a $15.7 million mortgage loan, secured by the Hotel Indigo Atlanta. The new mortgage loan totals $16.1 million. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 2.90% for the first two years with a 30-year amortization schedule based on a 6% interest rate starting in the third year. The stated maturity is May 2020, with twoone-year extension options.

On June 29, 2017, we repaid $78.7 million of principal on our mortgage loan partially secured by the Crowne Plaza Ravinia. This hotel property was sold on June 29, 2017.

On October 30, 2017, we refinanced our $94.7 million mortgage loan, with an outstanding balance of $94.5 million, secured by the Hilton Boston Back Bay. The new mortgage loan totals $97.0 million. The mortgage loan is non-recourse interest only and provides for a floating interest rate of LIBOR + 2.00%. The stated maturity is November 2022, with no extension options.

On October 31, 2017, we refinanced a $412.5 million mortgage loan, secured by seventeen hotels. The new mortgage loan totals $427.0 million. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 3.00%. The stated

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maturity is November 2019, with fiveone-year extension options. The new mortgage loan is secured by the following seventeen hotels: the Courtyard Alpharetta, Courtyard Bloomington, Courtyard Crystal City, Courtyard Foothill Ranch, Embassy Suites Austin, Embassy Suites Dallas, Embassy Suites Houston, Embassy Suites Las Vegas, Embassy Suites Palm Beach, Hampton Inn Evansville, Hilton Garden Inn Jacksonville, Hilton Nassau Bay, Hilton St. Petersburg, Residence Inn Evansville, Residence Inn Falls Church, Residence Inn San Diego and Sheraton Indianapolis.

On September 30, 2016, we repaid $10.4 million of principal on our mortgage loan partially secured by the SpringHill Suites Gaithersburg. This hotel property was sold on October 1, 2016. See note 5.

On October 7, 2016, we refinanced four mortgage loans with existing outstanding balances totaling approximately $415.1 million with a new loan totaling $450.0 million. The mortgage loans were refinanced through one new mortgage loan with a two-year initial term and fourone-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only, provides for a floating interest rate of LIBOR + 4.55%, and contains flexible release provisions for the potential sale of assets. The mortgage loan is secured by eighteen hotel properties: Courtyard Basking Ridge, Courtyard Newark, Courtyard Oakland, Courtyard Plano, Courtyard Scottsdale, Residence Inn Newark, Residence Inn Phoenix, Residence Inn Plano, SpringHill Suites Glen Allen, SpringHill Suites Manhattan Beach, SpringHill Suites Plymouth Meeting, TownePlace Suites Manhattan Beach, Embassy Suites Flagstaff, Marriott Bridgewater, Marriott Raleigh Durham, Marriott Suites Dallas, Sheraton Bucks County, and Marriott Fremont.

During the years ended December 31, 2017, 2016, and 2015 we recognized premium amortization of $2.0 million, $2.1 million and $1.4 million respectively. The amortization of the premium is computed using a method that approximates the effective interest method, which is included in interest expense and amortization of premiums and loan costs in the consolidated statements of operations.

We are required to maintain certain financial ratios under various debt and related agreements. If we violate covenants in any debt or related agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP. As of December 31, 2017, we were in compliance in all material respects with all covenants or other requirements set forth in our debt and related agreements as amended.

Maturities and scheduled amortizations of indebtedness as of December 31, 2017 for each of the five following years and thereafter are as follows (in thousands):

2018	$	2,671,185
2019	438,723
2020	113,703
2021	7,953
2022	262,410
Thereafter	229,594
Total	$	3,723,568

9. Derivative Instruments and Hedging

Interest Rate Derivatives—We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt and our cash flows. The interest rate derivatives currently include interest rate caps and interest rate floors. These derivatives are subject to master netting settlement arrangements. To mitigate the nonperformance risk, we routinely use a third party’s analysis of the creditworthiness of the counterparties, which supports our belief that the counterparties’ nonperformance risk is limited. All derivatives are recorded at fair value.

During the year ended December 31, 2017, we entered into interest rate caps with notional amounts totaling $2.5 billion and strike rates ranging from 1.50% to 5.84%. These interest rate caps had effective dates from February 2017 to October 2017, maturity dates from February 2018 to November 2019, and a total cost of $871,000. We also entered into interest rate floors with notional amounts of $10.8 billion and strike rates ranging from 1.00% to 1.50%. These interest rate floors had effective dates from September

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2017 to December 2017 and termination dates from March 2019 to June 2019 and a total cost of $388,000. These instruments were not designated as cash flow hedges.

During the year ended December 31, 2016, we entered into interest rate caps with notional amounts totaling $1.5 billion and strike rates ranging from 2.00% to 4.50%. These interest rate caps had effective dates from February 2016 to January 2017, maturity dates from February 2017 to October 2018, and a total cost of $199,000. We also entered into interest rate floors with notional amounts totaling $10.0 billion and strike rates ranging from (0.25)% to 1.0%. These interest rate floors had effective dates from April 2015 to July 2015, maturity dates from April 2020 to July 2020, and a total cost of $9.8 million. These instruments were not designated as cash flow hedges.

As of December 31, 2017, we held interest rate caps with notional amounts totaling $3.4 billion and strike rates ranging from 1.50% to 5.84%. These instruments had maturity dates ranging from January 2018 to November 2019. These instruments cap the interest rates on our mortgage loans with principal balances of $3.4 billion and maturity dates from January 2018 to November 2022. As of December 31, 2017, we held interest rate floors with notional amounts totaling $16.8 billion and strike rates ranging from (0.25)% to 1.50%. These instruments had termination dates ranging from March 2019 to July 2020.

Credit Default Swap Derivatives—We use credit default swaps, tied to the CMBX index, to hedge financial and capital market risk. A credit default swap is a derivative contract that functions like an insurance policy against the credit risk of an entity or obligation. The seller of protection assumes the credit risk of the reference obligation from the buyer (us) of protection in exchange for annual premium payments. If a default or a loss, as defined in the credit default swap agreements, occurs on the underlying bonds, then the buyer of protection is protected against those losses. The only liability for us, the buyer, is the annual premium and any change in value of the underlying CMBX index (if the trade is terminated prior to maturity). For all CMBX trades completed to date, we were the buyer of protection. Credit default swaps are subject to master-netting settlement arrangements and credit support annexes. As of December 31, 2017, we held credit default swaps with notional amounts totaling $212.5 million. These credit default swaps had effective dates from February 2015 to August 2017 and expected maturity dates from October 2023 to October 2026. Assuming the underlying bonds pay off at par over their remaining average life, our total exposure for these trades was approximately $7.7 million as of December 31, 2017. Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. The change in market value of credit default swaps is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparties when the change in market value is over $250,000.

Futures Contracts—During the year ended December 31, 2016, we purchased an option on Eurodollar futures for a total cost of $250,000, and maturity date of June 2017. There were no purchases during the year ended December 31, 2017.

10. Fair Value Measurements

Fair Value Hierarchy—For disclosure purposes, financial instruments, whether measured at fair value on a recurring or nonrecurring basis or not measured at fair value, are classified in a hierarchy consisting of three levels based on the observability of valuation inputs in the market place as discussed below:

• Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets.

• Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

• Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.

Fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Fair values of interest rate caps, floors, flooridors, and corridors are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below the strike rates of the floors or rise above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the swaps, caps, and floors are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.

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Fair values of credit default swaps are obtained from a third party who publishes various information including the index composition and price data (Level 2 inputs). The fair value of credit default swaps does not contain credit-risk-related adjustments as the change in fair value is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty.

Fair values of interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. These expected future cash flows are probability-weighted projections based on the contract terms, accounting for both the magnitude and likelihood of potential payments, which are both computed using the appropriate LIBOR forward curve and market implied volatilities as of the valuation date (Level 2 inputs). 

Fair value of options on futures contracts is determined based on the last reported settlement price as of the measurement date (Level 1 inputs). These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are satisfied.

Fair values of marketable securities and liabilities associated with marketable securities, including public equity securities, equity put and call options, and other investments, are based on their quoted market closing prices (Level 1 inputs).

When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant (10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at December 31, 2017, the LIBOR interest rate forward curve (Level 2 inputs) assumed an uptrend from 1.56% to 2.18% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values of hedge and non-hedge designated derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates.

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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):

	Quoted Market Prices (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Counter-party and Cash Collateral Netting (1)			Total
December 31, 2017:
Assets
Derivative assets:
Interest rate derivatives – floors	$	—	$	311		$	—	$	32		$	343	(2)
Interest rate derivatives – caps	—		137			—		—			137		(2)
Credit default swaps	—		(469		)	—		1,999			1,530		(2)
	—		(21		)	—		2,031			2,010
Non-derivative assets:
Equity securities	26,926		—			—		—			26,926		(3)
Total	$	26,926	$	(21	)	$	—	$	2,031		$	28,936
December 31, 2016:
Assets
Derivative assets:
Interest rate derivatives – floors	$	—	$	2,358		$	—	$	—		$	2,358	(2)
Interest rate derivatives – caps	—		24			—		—			24		(2)
Credit default swaps	—		2,867			—		(1,751		)	1,116		(2)
Options on futures contracts	116		—			—		—			116		(2)
	116		5,249			—		(1,751		)	3,614
Non-derivative assets:
Equity securities	53,185		—			—		—			53,185		(3)
Total	$	53,301	$	5,249		$	—	$	(1,751	)	$	56,799

_________________________

⁽¹⁾  Represents net cash collateral posted between us and our counterparties.

⁽²⁾  Reported net as “derivative assets, net” in the consolidated balance sheets.

⁽³⁾  Reported as “marketable securities” in the consolidated balance sheets.

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Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations

The following table summarizes the effect of fair value measured assets and liabilities on the consolidated statement of operations (in thousands):

	Gain or (Loss) Recognized in Income
	Year Ended December 31,
	2017				2016				2015
Assets
Derivative assets:
Interest rate derivatives - floors	$	(2,435	)		$	611			$	(7,603	)
Interest rate derivatives - caps	(758		)		(535		)		(2,038		)
Credit default swaps	(4,201		)	(4)	(5,843		)	(4)	171			(4)
Options on futures contracts	(116		)		(348		)		(391		)
Equity put options	—				—				26
Equity call options	—				—				(1,717		)
Non-derivative assets:
Equity - American Depositary Receipt	—				—				(150		)
Equity	(3,678		)		4,946				1,072
U.S. Treasury	—				—				314
Total	(11,188		)		(1,169		)		(10,316		)
Liabilities
Derivative liabilities:
Credit default swaps	—				—				—
Short-equity put options	—				—				1,002
Short-equity call options	—				—				1,470
Non-derivative liabilities:
Short-equity securities	—				—				78
Total	—				—				2,550
Net	$	(11,188	)		$	(1,169	)		$	(7,766	)
Total combined
Interest rate derivatives - floors	$	(2,435	)		$	611			$	(7,603	)
Interest rate derivatives - caps	(758		)		(535		)		(2,038		)
Credit default swaps	(36		)		(2,574		)		2,630
Options on futures contracts	427				(36		)		(391		)
Total derivatives	(2,802		)	(1)	(2,534		)	(1)	(7,402		)	(1)
Realized gain (loss) on credit default swaps	(4,165		)	(2) (4)	(3,269		)	(2) (4)	(2,459		)	(2) (4)
Realized gain (loss) on options on futures contracts	(543		)	(2)	(312		)		—
Unrealized gain (loss) on marketable securities	(4,649		)	(3)	4,946			(3)	127			(3)
Realized gain (loss) on marketable securities	971			(2)	—			(2)	1,968			(2)
Net	$	(11,188	)		$	(1,169	)		$	(7,766	)

_________________________

⁽¹⁾  Reported as “unrealized gain (loss) on derivatives” in the consolidated statements of operations.

⁽²⁾  Included in “other income (expense)” in the consolidated statements of operations.

⁽³⁾  Reported as “unrealized gain (loss) on marketable securities” in the consolidated statements of operations.

⁽⁴⁾  Excludes costs of $1,036, $873 and $486 in 2017, 2016 and 2015, respectively, included in “other income (expense)” associated with credit default swaps.

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11. Summary of Fair Value of Financial Instruments

Determining estimated fair values of our financial instruments such as notes receivable and indebtedness requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold, or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands):

	December 31, 2017				December 31, 2016
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets and liabilities measured at fair value:
Derivative assets, net	$	2,010	$	2,010	$	3,614	$	3,614
Marketable securities	26,926		26,926		53,185		53,185
Financial assets not measured at fair value:
Cash and cash equivalents (1)	$	354,883	$	354,883	$	348,067	$	348,067
Restricted cash (1)	117,189		117,189		144,406		144,406
Accounts receivable, net (1)	44,384		44,384		44,934		44,934
Due from third-party hotel managers (1)	17,418		17,418		13,348		13,348
Financial liabilities not measured at fair value:
Indebtedness (1)	$	3,725,138	$3,559,993 to $3,934,727		$	3,777,127	$3,600,691 to $3,979,713
Accounts payable and accrued expenses (1)	133,063		133,063		128,309		128,309
Dividends and distributions payable	25,045		25,045		24,765		24,765
Due to Ashford Inc., net	15,146		15,146		15,716		15,716
Due to Ashford Prime OP, net	—		—		488		488
Due to related party, net (1)	1,161		1,161		1,046		1,046
Due to third-party hotel managers	2,431		2,431		2,714		2,714

_________________________

⁽¹⁾ Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of December 31, 2017 and/or 2016. See note 5.

Cash, cash equivalents, and restricted cash. These financial assets bear interest at market rates and have original maturities of less than 90 days. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique.

Accounts receivable, net, accounts payable and accrued expenses, dividends payable, due to Ashford Prime OP, due to related party, net, due to Ashford Inc. and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique.

Marketable securities. Marketable securities consist of U.S. treasury bills, publicly traded equity securities, and put and call options on certain publicly traded equity securities. The fair value of these investments is based on quoted market closing prices at the balance sheet date. See notes 2 and 10 for a complete description of the methodology and assumptions utilized in determining the fair values.

Indebtedness. Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. Current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied and adjusted for credit spreads. Credit spreads take into consideration general market conditions, maturity, and collateral. We estimated the fair value of total indebtedness to be approximately 95.6% to 105.6% of the carrying value of $3.7 billion at December 31, 2017 and approximately 95.3% to 105.4% of the carrying value of $3.8 billion at December 31, 2016. This is considered a Level 2 valuation technique.

Derivative assets, net and derivative liabilities, net. Fair value of interest rate derivatives is determined using the net present value of the expected cash flows of each derivative based on the market-based interest rate curve and adjusted for credit spreads of us and our counterparties. Fair values of credit default swap derivatives are obtained from a third party who publishes the CMBX index composition and price data. Fair values of interest rate floors are calculated using a third-party discounted cash flow model

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based on future cash flows that are expected to be received over the remaining life of the floor. Fair values of options on futures contracts are valued at their last reported settlement price as of the measurement date. See notes 2, 9 and 10 for a complete description of the methodology and assumptions utilized in determining fair values.

12. Commitments and Contingencies

Restricted Cash—Under certain management and debt agreements for our hotel properties existing at December 31, 2017, escrow payments are required for insurance, real estate taxes and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 6% of gross revenues for capital improvements.

Franchise Fees—Under franchise agreements for our hotel properties existing at December 31, 2017, we pay franchisor royalty fees between 1% and 6% of gross rooms revenue and, in some cases, food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1% and 4% of gross rooms revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2018 and 2047. When a franchise term expires, the franchisor has no obligation to renew the franchise. A franchise termination could have a material adverse effect on the operations or the underlying value of the affected hotel due to loss of associated name recognition, marketing support, and centralized reservation systems provided by the franchisor. A franchise termination could also have a material adverse effect on cash available for distribution to stockholders. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property.

Our continuing operations incurred franchise fees of $69.3 million, $70.5 million and $62.8 million, respectively, for the years ended December 31, 2017, 2016 and 2015, which are included in “other” hotel expenses.

Management Fees—Under management agreements for our hotel properties existing at December 31, 2017, we pay a) monthly property management fees equal to the greater of approximately $13,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 2% to 7% of gross revenues, as well as annual incentive management fees, if applicable, b) market service fees on approved capital improvements, including project management fees of up to 4% of project costs, for certain hotels, and c) other general fees at current market rates as approved by our independent directors, if required. These management agreements expire from 2020 through 2038, with renewal options. If we terminate a management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement.

Leases—We lease land and facilities under non-cancelable operating leases, which expire between 2040 and 2114, including four ground leases related to our hotel properties. Several of these leases are subject to base rent plus contingent rent based on the related property’s financial results and escalation clauses. For the years ended December 31, 2017, 2016 and 2015, our continuing operations recognized rent expense of $4.3 million, $5.3 million and $3.8 million, respectively, which included contingent rent of $1.1 million, $1.7 million and $1.3 million, respectively. Rent expense related to continuing operations is included in “other” hotel expenses in the consolidated statements of operations.

Future minimum rentals due under non-cancelable leases are as follows for each of the five following years and thereafter are as follows (in thousands):

2018	$	2,529
2019	2,377
2020	2,296
2021	2,248
2022	2,092
Thereafter	112,184
Total	$	123,726

At December 31, 2017, we had capital commitments of $44.4 million relating to general capital improvements that are expected to be paid in the next twelve months.

Litigation—Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc.This litigation involves a landlord tenant dispute from 2008 in which the landlord, Palm Beach Florida Hotel and Office Building Limited Partnership, a subsidiary of the Company, claimed that the tenant had violated various lease provisions of the lease agreement and was therefore in default. The tenant counterclaimed and asserted multiple claims including that it had been wrongfully

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evicted. The litigation was instituted by the plaintiff in November 2008 in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida and proceeded to a jury trial on June 30, 2014. The jury entered its verdict awarding the tenant total claims of $10.8 million and ruling against the landlord on its claim of breach of contract. In 2016, the Court of Appeals reduced the original $10.8 million judgment to $8.8 million and added pre-judgment interest on the wrongful eviction judgment. The case was further appealed to the Florida Supreme Court. On May 23, 2017, the trial court issued an order compelling the company that issued the supersedeas bond, RLI Insurance Company (“RLI”), to pay approximately $10.0 million. On June 1, 2017, RLI paid Nantucket this amount and sought reimbursement from the Company. On June 27, 2017, the Florida Supreme Court denied the Company's petition for review. As a result, all of the appeals were exhausted and the judgment was final with the determination and reimbursement of attorney's fees being the only remaining dispute. On June 29, 2017, the balance of the judgment was paid to Nantucket by the Company. The amount of potential legal fees that could be owed cannot be predicted with any certainty.

The Company estimates its total loss including post judgment interest and reimbursement of the plaintiff’s legal fees to be approximately $17.3 million as of December 31, 2017, resulting in additional expense of $4.1 million for the year ended December 31, 2017.

On June 29, 2017, RLI filed suit in Federal District Court in Dallas seeking to recover the amounts previously paid to Nantucket. On July 19, 2017, the Company paid approximately $10.0 million to RLI mooting RLI's claim subject only to the alleged claim for attorney fees. The Company paid the negotiated settlement of RLI's attorney fees in the amount of $100,000, on November 2, 2017, and a Stipulation for Dismissal was filed concluding the litigation.

We are engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss from these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position or results of operations. However, the final results of legal proceedings cannot be predicted with certainty and if we fail to prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position or results of operations could be materially adversely affected in future periods.

Income Taxes—We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2013 through 2017 remain subject to potential examination by certain federal and state taxing authorities.

Potential Pension Liabilities—Upon our 2006 acquisition of a hotel property, certain employees of such hotel were unionized and covered by a multi-employer defined benefit pension plan. At that time, no unfunded pension liabilities existed. Subsequent to our acquisition, a majority of employees, who are employees of the hotel manager, Remington Lodging, petitioned the employer to withdraw recognition of the union. As a result of the decertification petition, Remington Lodging withdrew recognition of the union. At the time of the withdrawal, the National Retirement Fund, the union’s pension fund, indicated unfunded pension liabilities existed. The National Labor Relations Board (“NLRB”) filed a complaint against Remington Lodging seeking, among other things, that Remington Lodging’s withdrawal of recognition was unlawful. Pending the final determination of the NLRB complaint, including appeals, the pension fund entered into a settlement agreement with Remington Lodging on November 1, 2011, providing that (a) Remington Lodging will continue to make monthly pension fund payments pursuant to the collective bargaining agreement, and (b) if the withdrawal of recognition is ultimately deemed lawful, Remington Lodging will have an unfunded pension liability equal to $1.7 million, minus the monthly pension payments made by Remington Lodging since the settlement agreement. To illustrate, if Remington Lodging - as of the date a final determination occurs - has made monthly pension payments equaling $100,000, Remington Lodging’s remaining withdrawal liability shall be the unfunded pension liability of $1.7 million, minus $100,000 (or $1.6 million). This remaining unfunded pension liability shall be paid to the pension fund in annual installments of $84,000 (but may be made monthly or quarterly, at Remington Lodging’s election), which shall continue for the remainder of the twenty-(20)-year capped period, unless Remington Lodging elects to pay the unfunded pension liability amount earlier. We agreed to indemnify Remington Lodging for the payment of the unfunded pension liability, if any, as set forth in the settlement agreement.

13. Redeemable Noncontrolling Interests in Operating Partnership

Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (“common units”) and the units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested throughout the period plus distributions paid to the limited partners with regard to the Class B common units. Class B common units had a fixed dividend rate of 7.2% and had priority in payment of cash dividends over common units but otherwise had no

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preference over common units. During the fourth quarter of 2016, the Class B common units were converted, at the Company’s election, to common units. Beginning one year after issuance, each common unit may be redeemed for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either (i) issued pursuant to an effective registration statement, (ii) included in an effective registration statement providing for the resale of such common stock or (iii) issued subject to a registration rights agreement. As a result of the Ashford Inc. spin-off, holders of our common stock were distributed one share of Ashford Inc. common stock for every 87 shares of our common stock, while our unitholders received one common unit of the operating limited liability company subsidiary of Ashford Inc. for each common unit of our operating partnership the holder held, and such holder then had the opportunity to exchange up to 99% of those units for shares of Ashford Inc. common stock at the rate of one share of Ashford Inc. common stock for every 55 common units of the operating limited liability company subsidiary of Ashford Inc. Following the spin-off, Ashford Hospitality Trust, Inc. continues to hold 598,000 shares of Ashford Inc. common stock, and all of our remaining lodging investments are owned by Ashford Trust OP. Therefore, each common unit and LTIP unit was worth a fractional amount of one share of our common stock. On December 13, 2017, Ashford Hospitality Trust, Inc. completed a capital contribution of 598,000 shares of Ashford Inc. common stock to Ashford Trust OP which in turn contributed two-thirds of the shares, in the amount of one-third each to two TRS entities. As a result the number of outstanding OP units was reduced to approximately 92% of the prior outstanding common units returning the ratio of common stock to common units to 1 to 1. Each common unit was worth approximately 94% of one share of our common stock at December 31, 2016.

LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, have vesting periods ranging from three to five years. Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of the operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership.

The compensation committee of the board of directors of the Company approved Performance LTIP units to certain executive officers. The award agreements provide for the grant of a target number of performance-based LTIP units that will be settled in common units of Ashford Trust OP, if and when the applicable vesting criteria have been achieved following the end of the performance and service period. The target number of performance-based LTIP units may be adjusted from 0% to 200% of the target number based on achievement of specified absolute and relative total stockholder returns based on the formulas determined by the Company’s Compensation Committee on the grant date. As of December 31, 2017, there are approximately 1.8 million performance-based LTIP units, representing 200% of the target, outstanding. The performance criteria for the Performance LTIP units are based on market conditions under the relevant literature, and the Performance LTIP units were granted to non-employees. The Performance LTIP units unamortized fair value of $4.4 million at December 31, 2017 will be expensed over a period of 2.2 years, subject to future mark to market adjustments. Compensation expense of $1.8 million and $1.2 million was recorded for the years ended December 31, 2017 and 2016, respectively.

As of December 31, 2017, we have issued a total of 11.9 million LTIP and Performance LTIP units, all of which, other than approximately 609,000 units issued in March 2015, have reached full economic parity with, and are convertible into, common units. Expense of $3.3 million, $2.8 million, and $1.4 million was recognized for the years ended December 31, 2017, 2016 and 2015, respectively, which was associated with LTIP units issued to Ashford LLC’s employees and Ashford Trust’s directors and is included in “advisory services fee” and “corporate, general and administrative,” respectively, in our consolidated statements of operations. As the LTIP units are issued to non-employees, the compensation expense was determined based on the share price as of the end of the period. The fair value of the unrecognized cost of LTIP units, which was $4.3 million at December 31, 2017, will be expensed over a period of 2.3 years.

During the year endedDecember 31, 2017, 21,000 common units with an aggregate fair value of $161,000, were redeemed by the holders and, at our election, we issued shares of our common stock to satisfy the redemption price.

During the year ended December 31, 2016, 224,000 common units with an aggregate fair value of $1.6 million were redeemed by the holder and, at our election, we issued shares of our common stock to satisfy the redemption price. Also during 2016, as discussed in note 5, 2.0 million Class B common units were redeemed as part of the sale of the SpringHill Suites Gaithersburg. The Class B units had a fair value of 11.7 million as of the date of conversion.

During the year ended December 31, 2015, 152,000 common units with an aggregate fair value of $1.5 million were redeemed by the holder and, at our election, we issued shares of our common stock to satisfy the redemption price.

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Redeemable noncontrolling interests in our operating partnership as of December 31, 2017 and 2016 were $116.1 million and $132.8 million, which represented ownership of our operating partnership of 15.52% and 14.48% respectively. The carrying value of redeemable noncontrolling interests as of December 31, 2017 and 2016 included adjustments of $154.3 million and $144.3 million, respectively, to reflect the excess of redemption value over the accumulated historical costs. Redeemable noncontrolling interests were allocated net loss of $21.6 million, net loss of $12.5 million and net income of $35.5 million for the years ended December 31, 2017, 2016 and 2015, respectively. We declared aggregate cash distributions to holders of common units and holders of LTIP units of $10.0 million, $11.0 million and $10.9 million for the years ended December 31, 2017, 2016 and 2015 respectively.

A summary of the activity of the units in our operating partnership is as follow (in thousands):

	Year Ended December 31,
	2017		2016		2015
Outstanding at beginning of year	19,443		20,388		19,836
LTIP units issued	701		515		704
Performance LTIP units issued	1,179		803		—
Common units converted for sale of hotel property	—		(2,039	)	—
Common units converted to common shares	(21	)	(224	)	(152	)
Conversion factor adjustment	(1,700	)	—		—
Outstanding at end of year	19,602		19,443		20,388
Common units convertible/redeemable at end of year	18,993		17,531		16,918

14. Equity

Equity Offering—On January 29, 2015, we commenced a follow-on public offering of 9.5 million shares of common stock. The offering priced on January 30, 2015, at $10.65 per share for gross proceeds of $101.2 million. We granted the underwriters a 30-day option to purchase up to an additional 1.425 million shares of common stock. On February 10, 2015, the underwriters partially exercised their option and purchased an additional 1.03 million shares of our common stock at a price of $10.65 per share. The net proceeds from the offering after underwriting discount and offering expenses were approximately $110.9 million.

Common Stock Repurchases—For the years ended December 31, 2017, 2016 and 2015, no shares of our common stock have been repurchased under the share repurchase program.

In addition, we acquired 203,299 shares, 124,463 shares and 52,661 shares of our common stock in 2017, 2016 and 2015, respectively, to satisfy employees’ statutory minimum federal income tax obligations in connection with vesting of equity grants issued under our stock-based compensation plan.

Preferred Stock—In accordance with Ashford Trust’s charter, we are authorized to issue 50 million shares of preferred stock, which currently includes Series D cumulative preferred stock, Series E cumulative preferred stock, Series F cumulative preferred stock, Series G cumulative preferred stock, Series H cumulative preferred stock and Series I cumulative preferred stock.

8.55% Series A Cumulative Preferred Stock. At December 31, 2016, there were 1.7 million shares of Series A cumulative preferred stock outstanding. Series A cumulative preferred stock had no maturity date and we were not required to redeem these shares at any time. Series A cumulative preferred stock was redeemable at our option for cash, in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. On September 18, 2017, the Company redeemed its Series A cumulative preferred stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.4631 per share, for a total redemption price of $25.4631 per share.

8.45% Series D Cumulative Preferred Stock. At December 31, 2017 and 2016, there were 2.4 million and 9.5 million shares, respectively of Series D cumulative preferred stock outstanding. Series D cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series D cumulative preferred stock is redeemable at our option for cash, in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series D cumulative preferred stock quarterly dividends are set at the rate of 8.45% per annum of the $25.00 liquidation preference (equivalent to an annual dividend rate of $2.1125 per share). The dividend rate increases to 9.45% per annum if these shares are no longer traded on a major stock exchange. In general, Series D cumulative preferred stock holders have no voting rights. On September 18, 2017, the Company redeemed approximately 1.6 million shares of its Series D cumulative preferred

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stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.4577 per share, for a total redemption price of $25.4577 per share. On October 4, 2017, the Company redeemed 379,036 shares of Series D cumulative preferred shares at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.5516 per share, for a total redemption price of $25.5516 per share. On December 8, 2017, the Company redeemed approximately 5.1 million shares of its Series D cumulative preferred stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.3990 per share, for a total redemption price of $25.3990 per share.

7.375% Series F Cumulative Preferred Stock. On July 15, 2016, the Company issued 4.8 million shares of 7.375% Series F cumulative preferred stock. The Series F cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series A cumulative preferred stock, Series D cumulative preferred stock, Series G cumulative preferred stock (noted below), Series H cumulative preferred stock (noted below) and Series I cumulative preferred stock (noted below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Series F cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series F cumulative preferred stock is redeemable at our option for cash (on or after July 15, 2021), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series F cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series F cumulative preferred stock is convertible into a maximum 9.68992 shares of our common stock. The actual number is based on a formula as defined in the Series F cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series F cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series F cumulative preferred stock to common stock have not been met as of period end. Therefore, Series F cumulative preferred stock will not impact our earnings per share calculations. Series F cumulative preferred stock quarterly dividends are set at the rate of 7.375% of the $25.00 liquidation preference (equivalent to an annual dividend rate of $1.8438 per share). In general, Series F cumulative preferred stock holders have no voting rights.

7.375% Series G Cumulative Preferred Stock. On October 18, 2016, the Company issued 6.0 million shares of 7.375% Series G cumulative preferred stock. On October 17, 2016, the underwriters exercised the over-allotment option to purchase an additional 200,000 shares of the Series G cumulative preferred stock. The 6.2 million of Series G cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series A cumulative preferred stock (all shares redeemed on September 18, 2017), Series D cumulative preferred stock (7.1 million shares redeemed in 2017), Series F cumulative preferred stock, Series H cumulative preferred stock (noted below) and Series I cumulative preferred stock (noted below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Series G cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series G cumulative preferred stock is redeemable at our option for cash (on or after October 18, 2021), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series G cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series G cumulative preferred stock is convertible into a maximum 8.33333 shares of our common stock. The actual number is based on a formula as defined in the Series G cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series G cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series G cumulative preferred stock to common stock have not been met as of period end. Therefore, Series G cumulative preferred stock will not impact our earnings per share calculations. Series G cumulative preferred stock quarterly dividends are set at the rate of 7.375% of the $25.00 liquidation preference (equivalent to an annual dividend rate of $1.8438 per share). In general, Series G cumulative preferred stock holders have no voting rights.

7.50% Series H Cumulative Preferred Stock. On August 25, 2017, the Company issued 3.4 million shares of 7.50% Series H cumulative preferred stock. The Series H cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series A cumulative preferred stock (all shares redeemed on September 18, 2017), Series D cumulative preferred stock (7.1 million shares redeemed in 2017), Series F cumulative preferred stock, Series G cumulative preferred stock and Series I cumulative preferred stock (discussed below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. On September 8, 2017, we issued 400,000 additional shares of 7.50% Series H cumulative preferred stock pursuant to the over-allotment option. Series H cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series H cumulative preferred stock is redeemable at our option for cash (on or after August 25,

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2022), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series H cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series H cumulative preferred stock is convertible into a maximum 8.25083 shares of our common stock. The actual number is based on a formula as defined in the Series H cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series H cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series H cumulative preferred stock to common stock have not been met as of period end. Therefore, Series H cumulative preferred stock will not impact our earnings per share.

Dividends on the Series H cumulative preferred stock accrue in the amount of $1.8750 per share each year, which is equivalent to 7.50% of the $25.00 liquidation preference per share of Series H cumulative preferred stock. Dividends on the Series H cumulative preferred stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day). The first dividend on the Series H cumulative preferred stock was paid on October 16, 2017 in the amount of $0.1875 per share.

7.50% Series I Cumulative Preferred Stock. On November 17, 2017, the Company issued 5.4 million shares of 7.50% Series I cumulative preferred stock. The Series I cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series D cumulative preferred stock (7.1 million shares redeemed in 2017), Series F cumulative preferred stock, Series G cumulative preferred stock and Series H cumulative preferred stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Series I cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series I cumulative preferred stock is redeemable at our option for cash (on or after November 17, 2022), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series I cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series I cumulative preferred stock is convertible into a maximum 8.06452 shares of our common stock. The actual number is based on a formula as defined in the Series I cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series I cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series I cumulative preferred stock to common stock have not been met as of period end. Therefore, Series I cumulative preferred stock will not impact our earnings per share.

Dividends on the Series I cumulative preferred stock accrue in the amount of $1.8750 per share each year, which is equivalent to 7.50% of the $25.00 liquidation preference per share of Series I cumulative preferred stock. Dividends on the Series I cumulative preferred stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day). The first dividend on the Series I cumulative preferred stock sold in this offering was paid on January 16, 2018 in the amount of $0.2292 per share.

Dividends—A summary of dividends declared is as follows (in thousands):

	Year Ended December 31,
	2017		2016		2015
Common stock	$	47,104	$	46,292	$	47,190
Preferred stocks:
Series A cumulative preferred stock	2,539		3,542		3,542
Series D cumulative preferred stock	18,211		20,002		20,002
Series E cumulative preferred stock	—		6,280		10,418
Series F cumulative preferred stock	8,849		4,130		—
Series G cumulative preferred stock	11,430		2,318		—
Series H cumulative preferred stock	2,494		—		—
Series I cumulative preferred stock	1,238		—		—
Total dividends declared	$	91,865	$	82,564	$	81,152

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Noncontrolling Interests in Consolidated Entities—Our noncontrolling entity partner had an ownership interest of 15% in two hotel properties and a total carrying value of $646,000 and $756,000 at December 31, 2017 and 2016, respectively. Our ownership interest is reported in equity in the consolidated balance sheets. Noncontrolling interests in consolidated entities were allocated losses of $110,000, $14,000 and $30,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

15. Stock-Based Compensation

Under the Amended and Restated 2011 Stock Incentive Plan approved by stockholders, we are authorized to grant 17.3 million restricted stock units and performance stock units of our common stock as incentive stock awards. At December 31, 2017, 4.0 million shares were available for future issuance under the Amended and Restated 2011 Stock Incentive Plan.

Restricted Stock Units—Stock-based compensation expense of $5.4 million, $4.5 million and $1.9 million was recognized for the years ended December 31, 2017, 2016 and 2015 in connection with equity awards granted to employees of Ashford LLC and certain employees of Remington Lodging and is included in “advisory services fee” and “management fees,” respectively, in our consolidated statements of operations. Additionally, $90,000, $247,000 and $180,000 of stock-based compensation expense was recognized for the years ended December 31, 2017, 2016 and 2015, respectively, in connection with common stock issued to Ashford Trust’s directors, which vested immediately, and is included in “corporate general and administrative” expense on our consolidated statements of operations. At December 31, 2017, the unamortized cost of the unvested shares of restricted stock was $8.7 million which will be amortized over a period of 2.3 years, subject to future mark to market adjustments, and had vesting schedules between February 2018 and March 2021.

A summary of our restricted stock unit activity is as follows (shares in thousands):

	Year Ended December 31,
	2017				2016				2015
	Restricted Shares		Weighted Average Price at Grant		Restricted Shares		Weighted Average Price at Grant		Restricted Shares		Weighted Average Price at Grant
Outstanding at beginning of year	1,627		$	8.30	1,459		$	10.21	595		$	10.92
Restricted shares granted	1,272		6.46		862		6.26		1,183		9.93
Restricted shares vested	(759	)	8.82		(647	)	9.92		(299	)	10.53
Restricted shares forfeited	(55	)	6.73		(47	)	7.95		(20	)	10.13
Outstanding at end of year	2,085		7.03		1,627		8.30		1,459		10.21

Performance Stock Units—The compensation committee of the board of directors of the Company approved PSUs to certain executive officers, which have a three year cliff vesting. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if and when the applicable vesting criteria have been achieved following the end of the performance and service period. The target number of PSUs may be adjusted from 0% to 200% based on achievement of specified absolute and relative total stockholder returns based on the formulas determined by the Company’s Compensation Committee on the grant date. The performance criteria for the PSUs are based on market conditions under the relevant literature, and the PSUs were granted to non-employees. Compensation expense of $1.7 million and $982,000 was recorded for the years ended December 31, 2017 and 2016, respectively. The fair value of the unrecognized cost of PSUs, which was $4.0 million at December 31, 2017, will be expensed over a period of approximately 2.2 years.

A summary of our PSU activity is as follows (shares in thousands):

	Year Ended December 31,
	2017			2016
	PSUs	Weighted Average Price at Grant		PSUs	Weighted Average Price at Grant
Outstanding at beginning of year	336	$	6.38	—	$	—
PSUs granted	484	5.85		336	6.38
Outstanding at end of year	820	6.07		336	6.38

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

16. Income Taxes

For federal income tax purposes, we elected to be treated as a REIT under the Internal Revenue Code. To qualify as a REIT, we must meet certain organizational and operational stipulations, including a requirement that we distribute at least 90% of our REIT taxable income, excluding net capital gains, to our stockholders. We currently intend to adhere to these requirements and maintain our REIT status. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes as well as to federal income and excise taxes on our undistributed taxable income.

At December 31, 2017, all of our 120 hotel properties were leased or owned by Ashford TRS (our taxable REIT subsidiaries). Ashford TRS recognized net book income of $4.2 million, $13.6 million and $23.4 million for the years ended December 31, 2017, 2016 and 2015, respectively.

The following table reconciles the income tax expense at statutory rates to the actual income tax (expense) benefit recorded (in thousands):

	Year Ended December 31,
	2017			2016			2015
Income tax (expense) benefit at federal statutory income tax rate of 35%	$	(1,478	)	$	(4,764	)	$	(8,205	)
State income tax (expense) benefit, net of federal income tax benefit	160			(742		)	(827		)
Permanent differences	(338		)	(798		)	(388		)
Revaluation of deferred tax assets and liabilities related to the 2017 Tax Act(1)	(5,242		)	—			—
Provision to return adjustment entirely offset by change in valuation allowance	957			—			—
Gross receipts and margin taxes	(913		)	(692		)	(886		)
Interest and penalties	(49		)	(7		)	(14		)
Valuation allowance	9,121			5,471			5,610
Total income tax (expense) benefit	$	2,218		$	(1,532	)	$	(4,710	)

________

⁽¹⁾ Partially offset within change in valuation allowance.

The components of income tax (expense) benefit from continuing operations are as follows (in thousands):

	Year Ended December 31,
	2017			2016			2015
Current:
Federal	$	5,264		$	(605	)	$	(3,377	)
State	(722		)	(1,229		)	(1,225		)
Total current	4,542			(1,834		)	(4,602		)
Deferred:
Federal	(2,192		)	278			(30		)
State	(132		)	24			(78		)
Total deferred	(2,324		)	302			(108		)
Total income tax (expense) benefit	$	2,218		$	(1,532	)	$	(4,710	)

For the years ended December 31, 2017, 2016 and 2015 income tax expense includes interest and penalties paid to taxing authorities of $49,000, $7,000 and $14,000, respectively. At December 31, 2017 and 2016, we determined that there were no amounts to accrue for interest and penalties due to taxing authorities.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

At December 31, 2017 and 2016, our deferred tax asset (liability) and related valuation allowance consisted of the following (in thousands):

	December 31,
	2017			2016
Allowance for doubtful accounts	$	168		$	260
Unearned income	1,926			2,764
Unfavorable management contract liability	—			516
Federal and state net operating losses	4,153			10,841
Accrued expenses	1,693			2,582
Prepaid expenses	(4,666		)	(4,591		)
Alternative minimum tax credit	—			2,005
Tax property basis less than book basis	(846		)	(1,379		)
Tax derivatives basis greater than book basis	2,034			2,851
Other	623			681
Deferred tax asset (liability)	5,085			16,530
Valuation allowance	(6,232		)	(15,353		)
Net deferred tax asset (liability)	$	(1,147	)	$	1,177

At December 31, 2017, Ashford TRS had net operating loss carryforwards for federal income tax purposes of $17.4 million, which begin to expire in 2029, and are available to offset future taxable income, if any, through 2034. Approximately $10.1 million of the $17.4 million of net operating loss carryforwards is attributable to acquired subsidiaries and subject to substantial limitation on their use. At December 31, 2017, Ashford Hospitality Trust, Inc., our REIT, had net operating loss carryforwards for federal income tax purposes of $425.0 million, which begin to expire in 2023, and are available to offset future taxable income, if any, through 2035.

At December 31, 2017 and 2016, we maintained a valuation allowance of $6.2 million and $15.4 million, respectively. At December 31, 2017 and 2016, we fully reserved the deferred tax assets of several of our TRS’s as we believe it is more likely than not that these deferred tax assets will not be realized. We considered all available evidence, both positive and negative. We concluded that the objectively verifiable negative evidence of a history of consolidated losses and the limitations imposed by the Internal Revenue Code on the utilization of net operating losses of acquired subsidiaries outweigh the positive evidence. We believe this treatment is appropriate considering the nature of the intercompany transactions and leases between the REIT and its subsidiaries and that the current level of taxable income at the TRS is primarily attributable by our current transfer pricing arrangements. The transfer pricing arrangements are updated upon the expiration and renewal of the intercompany leases starting in 2017 and 2018. The intercompany rents are determined in accordance with the arms' length transfer pricing standard, taking into account the cost of ownership to the REIT among other factors. We do not recognize deferred tax assets and a valuation allowance for the REIT since the REIT distributes its taxable income as dividends to stockholders, and in turn, the stockholders incur income taxes on those dividends.

The following table summarizes the changes in the valuation allowance (in thousands):

	Year Ended December 31,
	2017			2016			2015
Balance at beginning of year	$	15,353		$	20,670		$	29,335
Additions	2,053			2,169			4,774
Deductions	(11,174		)	(7,486		)	(13,439		)
Balance at end of year	$	6,232		$	15,353		$	20,670

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (“Tax Reform”) into legislation. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. In the case of U.S. federal income taxes, the enactment date is the date the bill becomes law (i.e., upon presidential signature). With respect to this legislation, we expect a one-time tax benefit of approximately $1.1 million, due to a re-measurement of deferred tax assets and liabilities resulting from the decrease in the corporate Federal income tax rate from 35% to 21% as well as the refund of existing credits against Alternative Minimum Tax. We are in the process of analyzing certain other provisions of this legislation which may impact our effective tax rate. Additionally on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. The Company has recognized the estimated tax impacts related to the revaluation of deferred tax assets and liabilities as well as tax refunds and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these estimated amounts, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Reform Act. The accounting is expected to be complete on or before the date the 2017 U.S. income tax returns are filed in 2018.

17. Income (Loss) Per Share

The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts):

	Year Ended December 31,
	2017			2016			2015
Income (loss) attributable to common stockholders – Basic and diluted:
Income (loss) from continuing operations attributable to the Company	$	(67,008	)	$	(46,285	)	$	270,939
Less: Dividends on preferred stocks	(44,761		)	(36,272		)	(33,962		)
Less: Extinguishment of issuance costs upon redemption of Series E preferred stock	(10,799		)	(6,124		)	—
Less: Dividends on common stock	(45,752		)	(45,388		)	(46,498		)
Less: Dividends on unvested performance stock units	(393		)	(161		)	—
Less: Dividends on unvested restricted shares	(959		)	(743		)	(692		)
Less: Undistributed (income) from continuing operations allocated to unvested shares	—			—			(2,390		)
Undistributed income (loss)	(169,672		)	(134,973		)	187,397
Add back: Dividends on common stock	45,752			45,388			46,498
Distributed and undistributed income (loss) from continuing operations - basic	$	(123,920	)	$	(89,585	)	$	233,895
Add back: Income from continuing operations allocated to operating partnership units	—			—			35,503
Distributed and undistributed net income (loss) from continuing operations - diluted	$	(123,920	)	$	(89,585	)	$	269,398
Weighted average common shares outstanding:
Weighted average common shares outstanding - basic	95,207			94,426			96,290
Effect of assumed conversion of operating partnership units	—			—			18,591
Weighted average common shares outstanding - diluted	95,207			94,426			114,881
Basic income (loss) per share:
Net income (loss) allocated to common stockholders per share	$	(1.30	)	$	(0.95	)	$	2.43
Diluted income (loss) per share:
Net income (loss) allocated to common stockholders per share	$	(1.30	)	$	(0.95	)	$	2.35

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands):

	Year Ended December 31,
	2017			2016			2015
Income (loss) from continuing operations allocated to common stockholders is not adjusted for:
Income (loss) allocated to unvested restricted shares	$	959		$	743		$	3,082
Income (loss) allocated to unvested performance stock units	393			161			—
Income (loss) attributable to redeemable noncontrolling interests in operating partnership	(21,642		)	(12,483		)	—
Total	$	(20,290	)	$	(11,579	)	$	3,082
Weighted average diluted shares are not adjusted for:
Effect of unvested restricted shares	376			373			485
Effect of unvested performance stock units	258			102			—
Effect of assumed conversion of operating partnership units	17,342			18,727			—
Total	17,976			19,202			485

18. Segment Reporting

We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refer to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of December 31, 2017 and 2016, all of our hotel properties were domestically located.

19. Related Party Transactions

As of December 31, 2017, we have management agreements with parties owned by our Chairman and our Chairman Emeritus. Under the agreements, we pay Remington Lodging a) monthly property management fees equal to the greater of $13,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria are met, b) project management fees of up to 4% of project costs, c) market service fees including purchasing, design and construction management not to exceed 16.5% of project budget cumulatively, including project management fees, and d) other general and administrative expense reimbursements primarily related to accounting services. This related party allocates such charges to us based on various methodologies, including headcount and actual amounts incurred.

At December 31, 2017, the related party managed 82 of our 120 hotel properties and the WorldQuest condominium properties included in continuing operations and we incurred the following fees (including discontinued operations) related to the management agreements with the related party (in thousands):

	Year Ended December 31,
	2017		2016		2015
Property management fees, including incentive property management fees	$	30,629	$	31,164	$	29,004
Market service fees	21,315		18,751		14,291
Corporate general and administrative and fixed asset reimbursements	5,652		5,435		4,677
Total	$	57,596	$	55,350	$	47,972

Management agreements with the related party include exclusivity clauses that require us to engage such related party, unless our independent directors either (i) unanimously vote to hire a different manager or developer or (ii) by a majority vote elect not to engage such related party because either special circumstances exist such that it would be in the best interest of our Company not to engage such related party, or, based on the related party’s prior performance, it is believed that another manager or developer could perform the management, development or other duties materially better.

Upon formation, we also agreed to indemnify certain related parties, including our Chairman and our Chairman Emeritus, who contributed hotel properties in connection with our initial public offering in exchange for operating partnership units, against

107

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

the income tax such related parties may incur if we dispose of one or more of those contributed properties under the terms of the agreement.

Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor, and as a result, we pay advisory fees to Ashford LLC. We are required to pay Ashford LLC a quarterly base fee that is a percentage of our total market capitalization on a declining sliding scale plus the Key Money Asset Management Fee (defined in our advisory agreement as the aggregate gross asset value of all key money assets multiplied by 0.70%), subject to a minimum quarterly base fee, as payment for managing our day-to-day operations in accordance with our investment guidelines. Total market capitalization includes the aggregate principal amount of our consolidated indebtedness (including our proportionate share of debt of any entity that is not consolidated but excluding our joint venture partners’ proportionate share of consolidated debt). The range of base fees on the scale are between 0.70% and 0.50% per annum for total market capitalization that ranges from less than $6.0 billion to greater than $10.0 billion. At December 31, 2017, the quarterly base fee was 0.70% based on our current market capitalization. We are also required to pay Ashford LLC an incentive fee that is measured annually. Each year that our annual total stockholder return exceeds the average annual total stockholder return for our peer group we will pay Ashford LLC an incentive fee over the following three years, subject to the FCCR Condition, as defined in the advisory agreement. We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, insurance claims advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to our officers and employees of Ashford LLC in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period.

The following table summarizes the advisory services fees incurred (in thousands):

	Year Ended December 31,
	2017		2016		2015
Advisory services fee
Base advisory fee	$	34,650	$	34,589	$	33,833
Reimbursable expenses (1)	7,472		5,917		6,471
Equity-based compensation (2)	11,077		8,429		2,719
Incentive fee	—		5,426		—
Total advisory services fee	$	53,199	$	54,361	$	43,023

________

⁽¹⁾  Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services.

⁽²⁾  Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC.

In connection with our acquisition of the Le Pavillon in 2015 and Ashford Inc.’s engagement to provide hotel advisory services to us, Ashford Inc. agreed to provide$4.0 million of key money consideration to purchase furniture, fixtures and equipment (“FF&E”). During the fourth quarter of 2016, the $4.0 million of key money consideration was invested in FF&E by Ashford Inc. to be used by Ashford Trust, which represented all of the key money consideration for Le Pavillon. The hotel advisory services and the lease are considered a multiple element arrangement, in accordance with the applicable accounting guidance. As such, a portion of the base advisory fee is allocated to lease expense equal to the estimated fair value of the lease payments that would have been made. Lease expense of $633,000 and $112,000 was recognized for the years ended December 31, 2017 and 2016, respectively, and was included in “other” hotel expense in the consolidated statements of operations.

In accordance with our advisory agreement, our advisor, or entities in which our advisor has an interest, have a right to provide products or services to our hotel properties, provided such transactions are evaluated and approved by our independent directors. The following table summarizes the entities in which our advisor has an interest with which we or our hotel properties contracted for products and services, the fees paid by us for those services, the applicable classification on our consolidated financial statements and the amount payable to each entity (included in “due to Ashford Inc.”) (in thousands):

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ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

		Year Ended December 31, 2017													As of December 31, 2017
Company	Product or Service	Transaction Amount		Investments in Hotel Properties, net (1)		Indebtedness, net (2)			Other Revenue		Other Hotel Expenses		Corporate, General and Administrative		Due to (from) Ashford Inc.
OpenKey	Mobile key app	$	60	$	—	$	—		$	—	$	60	$	—	$	8
Pure Rooms	“Allergy friendly” premium rooms	1,309		1,309		—			—		—		—		296
Lismore Capital	Mortgage placement services	913		—		(913		)	—		—		—		—
J&S Audio Visual	Commissions from audio visual services	66		—		—			66		—		—		(52		)
AIM	Cash management services	1,976		—		—			—		—		1,976		347

________

⁽¹⁾  Recorded in furniture, fixtures and equipment and depreciated over the estimated useful life.

⁽²⁾  Recorded as deferred loan costs, which are included in “indebtedness, net” on our consolidated balance sheets and amortized over the initial term of the applicable loan agreement.

At December 31, 2017 and 2016, we had payables of $14.5 million and $15.7 million, respectively, included in due to Ashford Inc., net, associated with advisory services and hotel services fees payable.

On July 31, 2015, we entered into a block trade with an unaffiliated third party, pursuant to a sale arrangement between the Company, Ashford Inc. and Ashford Prime. The block trade included the repurchase and retirement of approximately 5.8 million shares of our common stock at a price of $9.00 per share for a total cost of approximately $51.8 million. The sale arrangement and block trade were evaluated and approved by the independent members of our board of directors. The block trade purchase price and other terms of the sale arrangement were the result of negotiations with the third party. We did not receive any concessions or economic benefits from Ashford Inc. pertaining to our current contractual arrangements with Ashford Inc. in connection with this block trade. The block trade settled on August 4, 2015.

Certain employees of Remington Lodging, who perform work on behalf of Ashford Trust, were granted approximately 131,000, 173,000 and 147,000 shares of restricted stock under the Ashford Trust Stock Plan during 2017, 2016 and 2015, respectively. These share grants were accounted for under the applicable accounting guidance related to share-based payments granted to non-employees and are recorded as a component of “management fees” in our consolidated statements of operations. Expense of $645,000, $639,000 and $213,000 was recognized for the year ended December 31, 2017, 2016 and 2015, respectively. The unamortized fair value of the grants was $1.1 million as of December 31, 2017, which will be recognized over a period of 2.3 years, subject to future mark to market adjustments.

20. Concentration of Risk

Our investments are primarily concentrated within the hotel industry. Our investment strategy is to acquire full service hotels in the upscale and upper upscale segments in domestic and international markets that have RevPAR generally less than twice the national average. During 2017, approximately 10% of our total hotel revenue was generated from nine hotel properties located in the Washington D.C. area. In addition, all hotel properties securing our mortgage loans are located domestically at December 31, 2017. Accordingly, adverse conditions in the hotel industry will have a material adverse effect on our operating and investment revenues and cash available for distribution to stockholders.

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions, U.S. government treasury bill holdings and amounts due or payable under our derivative contracts. At December 31, 2017, we have exposure risk related to our derivative contracts. Our counterparties are investment grade financial institutions.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

21. Selected Quarterly Financial Data (Unaudited)

The following is a summary of the quarterly results of operations for the years ended December 31, 2017 and 2016 (in thousands, except per share data):

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
2017
Total revenue	$	353,709		$	390,670		$	353,325		$	341,566		$	1,439,270
Total operating expenses	325,447			332,185			323,709			322,924			1,304,265
Operating income (loss)	$	28,262		$	58,485		$	29,616		$	18,642		$	135,005
Income (loss) from continuing operations	$	(31,937	)	$	10,428		$	(28,726	)	$	(38,525	)	$	(88,760	)
Income (loss) from continuing operations attributable to the Company	$	(25,413	)	$	10,184		$	(21,808	)	$	(29,971	)	$	(67,008	)
Income (loss) from continuing operations attributable to common stockholders	$	(36,369	)	$	(772	)	$	(37,755	)	$	(47,672	)	$	(122,568	)
Diluted income (loss) from continuing operations attributable to common stockholders per share	$	(0.39	)	$	(0.01	)	$	(0.40	)	$	(0.50	)	$	(1.30	)	(1	)
Weighted average diluted common shares	94,840			95,320			95,332			95,328			95,207
2016
Total revenue	$	367,772		$	410,670		$	371,931		$	341,670		$	1,492,043
Total operating expenses	326,369			341,203			330,857			337,910			1,336,339
Operating income (loss)	$	41,403		$	69,467		$	41,074		$	3,760		$	155,704
Income (loss) from continuing operations	$	(12,139	)	$	35,135		$	(25,138	)	$	(56,640	)	$	(58,782	)
Income (loss) from continuing operations attributable to the Company	$	(9,989	)	$	30,753		$	(20,145	)	$	(46,904	)	$	(46,285	)
Income (loss) from continuing operations attributable to common stockholders	$	(18,479	)	$	22,262		$	(35,144	)	$	(57,320	)	$	(88,681	)
Diluted income (loss) from continuing operations attributable to common stockholders per share	$	(0.20	)	$	0.23		$	(0.37	)	$	(0.61	)	$	(0.95	)	(1	)
Weighted average diluted common shares	94,136			94,474			94,531			94,585			94,426

_________________

⁽¹⁾ The sum of the diluted income (loss) from continuing operations attributable to common stockholders per share for the four quarters in 2017 and 2016 differs from the annual diluted income (loss) from continuing operations attributable to common stockholders per share due to the required method of computing the weighted average diluted common shares in the respective periods.

22. Subsequent Event

On January 17, 2018, we refinanced our $376.8 million mortgage loan. The new mortgage loan totaled $395.0 million. The new mortgage loan has a two-year initial term and fiveone-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 2.92%. The Mortgage loan is secured by eight hotels: Embassy Suites Portland, Embassy Suites Crystal City, Embassy Suites Orlando, Embassy Suites Santa Clara, Crowne Plaza Key West, Hilton Costa Mesa, Sheraton Minneapolis, and Historic Inns of Annapolis.

On February 20, 2018, we completed the sale of the SpringHill Suites Glen Allen for approximately $10.9 million.

110

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, our management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2017 (“Evaluation Date”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective (i) to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms; and (ii) to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of our internal control over financial reporting. The internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and our expenditures are being made only in accordance with authorizations of management and our directors and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making the assessment of the effectiveness of our internal control over financial reporting, management has utilized the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, (2013 framework) (“COSO”).

Based on management’s assessment of these criteria, we concluded that, as of December 31, 2017, our internal control over financial reporting was effective. The effectiveness of our internal control over financial reporting as of December 31, 2017 has been audited by BDO USA LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal controls over financial reporting that occurred during the fiscal quarter ended December 31, 2017, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

111

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Ashford Hospitality Trust, Inc. and subsidiaries

Dallas, Texas

Opinion on Internal Control over Financial Reporting

We have audited Ashford Hospitality Trust, Inc. (the “Company’s”) internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company and subsidiaries as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes and financial statement schedule and our report dated March 14, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ BDO USA LLP

Dallas, Texas

March 14, 2018

112

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officer, and Corporate Governance

The required information is incorporated by reference from the Proxy Statement pertaining to our 2018 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 11. Executive Compensation

The required information is incorporated by reference from the Proxy Statement pertaining to our 2018 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The required information is incorporated by reference from the Proxy Statement pertaining to our 2018 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The required information is incorporated by reference from the Proxy Statement pertaining to our 2018 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

Item 14. Principal Accountant Fees and Services

The required information is incorporated by reference from the Proxy Statement pertaining to our 2018 Annual Meeting of Stockholders, to be filed with the SEC pursuant to Regulation 14A promulgated under the Exchange Act not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.

PART IV

Item 15. Exhibits, Financial Statement and Schedules

(a) Financial Statements and Schedules

See Item 8, “Financial Statements and Supplementary Data,” on pages 67 through 110 hereof, for a list of our consolidated financial statements and report of independent registered public accounting firm.

The following financial statement schedule is included herein on pages 115 through 119 hereof.

Schedule III – Real Estate and Accumulated Depreciation

All other financial statement schedules have been omitted because such schedules are not required under the related instructions, such schedules are not significant, or the required information has been disclosed elsewhere in the consolidated financial statements and related notes thereto.

(b) Exhibits

Exhibits required by Item 601 of Regulation S-K: The exhibits filed in response to this item are listed in the Exhibit Index on pages 120 through 126.

Item 16. Form 10-K Summary

None.

113

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 14, 2018.

ASHFORD HOSPITALITY TRUST, INC.
By:	/s/ DOUGLAS A. KESSLER
	Douglas A. Kessler
	President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on behalf of the Registrant in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MONTY J. BENNETT	Chairman of the Board of Directors	March 14, 2018
Monty J. Bennett
/s/ DOUGLAS A. KESSLER	President and Chief Executive Officer (Principal Executive Officer)	March 14, 2018
Douglas A. Kessler
/s/ DERIC S. EUBANKS	Chief Financial Officer (Principal Financial Officer)	March 14, 2018
Deric S. Eubanks
/s/ MARK L. NUNNELEY	Chief Accounting Officer (Principal Accounting Officer)	March 14, 2018
Mark L. Nunneley
/s/ BENJAMIN J. ANSELL, M.D.	Director	March 14, 2018
Benjamin J. Ansell, M.D.
/s/ FREDERICK J. KLEISNER	Director	March 14, 2018
Frederick J. Kleisner
/s/ AMISH GUPTA	Director	March 14, 2018
Amish Gupta
/s/ KAMAL JAFARNIA	Director	March 14, 2018
Kamal Jafarnia
/s/ PHILLIP S. PAYNE	Director	March 14, 2018
Philip S. Payne
/s/ ALAN L. TALLIS	Director	March 14, 2018
Alan L. Tallis

114

SCHEDULE III

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2017

(dollars in thousands)

Column A		Column B		Column C				Column D					Column E						Column F		Column G	Column H	Column I
				Initial Cost				Costs Capitalized Since Acquisition					Gross Carrying Amount At Close of Period
Hotel Property	Location	Encumbrances		Land		FF&E, Buildings and improvements		Land		FF&E, Buildings and improvements			Land		FF&E, Buildings and improvements		Total		Accumulated Depreciation		Construction Date	Acquisition Date	Income Statement
Embassy Suites	Austin, TX	$	23,810	$	1,204	$	9,388	$	193	$	7,000		$	1,397	$	16,388	$	17,785	$	7,643	08/1998		(1),(2),(3)
Embassy Suites	Dallas, TX	15,760		1,878		8,907		238		7,277			2,116		16,184		18,300		8,183		12/1998		(1),(2),(3)
Embassy Suites	Herndon, VA	17,639		1,303		9,836		277		9,460			1,580		19,296		20,876		8,826		12/1998		(1),(2),(3)
Embassy Suites	Las Vegas, NV	30,860		3,307		16,952		397		14,909			3,704		31,861		35,565		13,565		05/1999		(1),(2),(3)
Embassy Suites	Flagstaff, AZ	14,814		1,267		4,278		—		4,887			1,267		9,165		10,432		4,701			10/2003	(1),(2),(3)
Embassy Suites	Houston, TX	18,150		1,799		10,404		—		7,120			1,799		17,524		19,323		6,290			03/2005	(1),(2),(3)
Embassy Suites	West Palm Beach, FL	20,180		3,277		13,949		—		9,630			3,277		23,579		26,856		10,033			03/2005	(1),(2),(3)
Embassy Suites	Philadelphia, PA	34,513		5,791		34,819		—		14,928			5,791		49,747		55,538		15,962			12/2006	(1),(2),(3)
Embassy Suites	Walnut Creek, CA	36,342		7,452		25,334		—		16,224			7,452		41,558		49,010		12,016			12/2006	(1),(2),(3)
Embassy Suites	Arlington, VA	44,802		36,065		41,588		—		8,954			36,065		50,542		86,607		16,468			04/2007	(1),(2),(3)
Embassy Suites	Portland, OR	75,360		11,110		60,048		—		8,927			11,110		68,975		80,085		21,672			04/2007	(1),(2),(3)
Embassy Suites	Santa Clara, CA	62,473		8,948		46,239		—		9,158			8,948		55,397		64,345		15,162			04/2007	(1),(2),(3)
Embassy Suites	Orlando, FL	15,373		5,674		21,593		—		10,148			5,674		31,741		37,415		8,991			04/2007	(1),(2),(3)
Hilton Garden Inn	Jacksonville, FL	11,980		1,751		9,164		—		5,295			1,751		14,459		16,210		4,599			11/2003	(1),(2),(3)
Hilton Garden Inn	Austin, TX	44,963		7,605		48,725		—		7,734			7,605		56,459		64,064		8,855			03/2015	(1),(2),(3)
Hilton Garden Inn	Baltimore, MD	19,337		4,027		20,199		—		65			4,027		20,264		24,291		1,709			03/2015	(1),(2),(3)
Hilton Garden Inn	Virginia Beach, VA	24,289		4,101		26,329		—		(68		)	4,101		26,261		30,362		2,101			03/2015	(1),(2),(3)
Hilton Garden Inn	Wisconsin Dells, WI	12,000		867		14,318		—		1,678			867		15,996		16,863		1,584			08/2015	(1),(2),(3)
Hilton	Ft. Worth, TX	51,023		4,538		13,922		—		18,649			4,538		32,571		37,109		15,597			03/2005	(1),(2),(3)
Hilton	Houston, TX	20,330		2,200		13,247		—		9,764			2,200		23,011		25,211		10,012			03/2005	(1),(2),(3)
Hilton	St. Petersburg, FL	49,660		2,991		13,907		—		20,367			2,991		34,274		37,265		15,702			03/2005	(1),(2),(3)
Hilton	Santa Fe, NM	17,909		7,004		10,689		—		11,019			7,004		21,708		28,712		10,190			12/2006	(1),(2),(3)
Hilton	Bloomington, MN	52,644		5,685		59,139		—		14,055			5,685		73,194		78,879		24,690			04/2007	(1),(2),(3)
Hilton	Costa Mesa, CA	64,960		12,917		91,791		—		16,729			12,917		108,520		121,437		35,054			04/2007	(1),(2),(3)
Hilton	Boston, MA	97,000		62,555		134,407		—		12,165			62,555		146,572		209,127		12,768			03/2015	(1),(2),(3)
Hilton	Parsippany, NJ	52,195		7,293		58,098		—		10,358			7,293		68,456		75,749		14,022			03/2015	(1),(2),(3)
Hilton	Tampa, FL	21,067		5,206		21,186		—		9,315			5,206		30,501		35,707		3,590			03/2015	(1),(2),(3)
Hampton Inn	Lawrenceville, GA	5,628		697		3,808		—		3,069			697		6,877		7,574		2,543			11/2003	(1),(2),(3)
Hampton Inn	Evansville, IN	11,330		1,301		5,034		—		2,638			1,301		7,672		8,973		3,577			09/2004	(1),(2),(3)
Hampton Inn	Parsippany, NJ	22,010		3,268		24,306		—		2,828			3,268		27,134		30,402		3,065			03/2015	(1),(2),(3)
Hampton Inn	Buford, GA	8,964		1,168		5,338		—		1,274			1,168		6,612		7,780		2,636			07/2004	(1),(2),(3)
Hampton Inn	Phoenix, AZ	11,267		853		10,145		—		101			853		10,246		11,099		809			06/2015	(1),(2),(3)
Hampton Inn - Waterfront	Pittsburgh, PA	12,786		2,335		18,663		—		(517		)	2,335		18,146		20,481		1,312			06/2015	(1),(2),(3)
Hampton Inn - Washington	Pittsburgh, PA	17,341		2,760		19,739		—		1,351			2,760		21,090		23,850		2,987			06/2015	(1),(2),(3)
Hampton Inn	Columbus, OH	21,017		1,789		27,210		—		2,126			1,789		29,336		31,125		4,195			06/2015	(1),(2),(3)

115

Column A		Column B	Column C		Column D				Column E			Column F	Column G	Column H	Column I
			Initial Cost		Costs Capitalized Since Acquisition				Gross Carrying Amount At Close of Period
Hotel Property	Location	Encumbrances	Land	FF&E, Buildings and improvements	Land		FF&E, Buildings and improvements		Land	FF&E, Buildings and improvements	Total	Accumulated Depreciation	Construction Date	Acquisition Date	Income Statement
Marriott	Beverly Hills, CA	97,898	6,510	22,061	—		31,305		6,510	53,366	59,876	22,959		03/2005	(1),(2),(3)
Marriott	Durham, NC	23,714	1,794	25,056	—		12,513		1,794	37,569	39,363	11,181		02/2006	(1),(2),(3)
Marriott	Arlington, VA	95,207	20,637	101,376	—		54,444		20,637	155,820	176,457	49,996		07/2006	(1),(2),(3)
Marriott	Bridgewater, NJ	64,520	5,059	89,268	—		4,430		5,059	93,698	98,757	27,437		04/2007	(1),(2),(3)
Marriott	Dallas, TX	24,624	2,701	30,893	—		14,693		2,701	45,586	48,287	13,292		04/2007	(1),(2),(3)
Marriott	Fremont, CA	60,684	5,800	44,200	—		(1,675	)	5,800	42,525	48,325	5,697		8/2014	(1),(2),(3)
Marriott	Memphis, TN	33,300	6,210	37,284	—		1,090		6,210	38,374	44,584	5,286		02/2015	(1),(2),(3)
Marriott	Irving, TX	72,318	8,330	82,272	—		6,515		8,330	88,787	97,117	7,514		03/2015	(1),(2),(3)
Marriott	Omaha, NE	45,120	6,641	49,887	—		8,112		6,641	57,999	64,640	5,873		03/2015	(1),(2),(3)
Marriott	San Antonio, TX	33,329	9,764	31,384	2,024		1,955		11,788	33,339	45,127	3,306		03/2015	(1),(2),(3)
Marriott	Sugarland, TX	78,606	9,047	84,043	—		(2,570	)	9,047	81,473	90,520	6,230		03/2015	(1),(2),(3)
SpringHill Suites by Marriott	Jacksonville, FL	—	1,348	7,111	—		3,455		1,348	10,566	11,914	3,852		11/2003	(1),(2),(3)
SpringHill Suites by Marriott	Baltimore, MD	14,164	2,502	13,206	—		4,521		2,502	17,727	20,229	6,961		05/2004	(1),(2),(3)
SpringHill Suites by Marriott	Kennesaw, GA	6,861	1,106	5,021	—		3,223		1,106	8,244	9,350	2,200		07/2004	(1),(2),(3)
SpringHill Suites by Marriott	Buford, GA	9,879	1,132	6,089	—		1,038		1,132	7,127	8,259	2,741		07/2004	(1),(2),(3)
SpringHill Suites by Marriott (5)	Centreville, VA	5,992	1,806	11,712	(1,806	)	(11,712	)	—	—	—	—		06/2005	(1),(2),(3),(4)
SpringHill Suites by Marriott	Charlotte, NC	13,284	1,235	6,818	—		963		1,235	7,781	9,016	2,746		06/2005	(1),(2),(3)
SpringHill Suites by Marriott	Durham, NC	6,929	1,090	3,991	—		1,097		1,090	5,088	6,178	1,932		06/2005	(1),(2),(3)
SpringHill Suites by Marriott	Manhattan Beach, CA	24,430	5,726	21,187	—		1,484		5,726	22,671	28,397	6,776		04/2007	(1),(2),(3)
SpringHill Suites by Marriott	Plymouth Meeting, PA	14,498	3,210	24,578	—		1,768		3,210	26,346	29,556	7,744		04/2007	(1),(2),(3)
SpringHill Suites by Marriott (5)	Glen Allen, VA	7,277	2,045	15,802	(2,045	)	(15,802	)	—	—	—	—		04/2007	(1),(2),(3),(4)
Fairfield Inn by Marriott	Kennesaw, GA	5,382	840	4,359	—		865		840	5,224	6,064	2,079		07/2004	(1),(2),(3)
Courtyard by Marriott	Bloomington, IN	14,520	900	10,741	—		4,303		900	15,044	15,944	5,617		09/2004	(1),(2),(3)
Courtyard by Marriott - Tremont	Boston, MA	87,253	24,494	85,246	—		13,821		24,494	99,067	123,561	14,639		03/2015	(1),(2),(3)
Courtyard by Marriott	Columbus, IN	4,981	673	4,804	—		3,984		673	8,788	9,461	3,236		09/2004	(1),(2),(3)
Courtyard by Marriott	Denver, CO	31,128	9,342	29,656	—		3,049		9,342	32,705	42,047	5,219		03/2015	(1),(2),(3)
Courtyard by Marriott	Louisville, KY	18,834	1,352	12,266	—		1,632		1,352	13,898	15,250	5,161		09/2004	(1),(2),(3)
Courtyard by Marriott	Gaithersburg, MD	28,456	5,128	30,522	—		1,318		5,128	31,840	36,968	2,431		03/2015	(1),(2),(3)
Courtyard by Marriott	Crystal City, VA	43,350	5,411	38,610	—		9,378		5,411	47,988	53,399	15,108		06/2005	(1),(2),(3)
Courtyard by Marriott	Ft. Lauderdale, FL	21,264	2,244	18,520	—		6,463		2,244	24,983	27,227	8,260		06/2005	(1),(2),(3)
Courtyard by Marriott	Overland Park, KS	9,144	1,868	14,030	—		5,486		1,868	19,516	21,384	7,458		06/2005	(1),(2),(3)
Courtyard by Marriott	Savannah, GA	30,892	6,948	31,755	—		(499	)	6,948	31,256	38,204	2,414		03/2015	(1),(2),(3)
Courtyard by Marriott	Foothill Ranch, CA	22,150	2,447	16,005	—		3,523		2,447	19,528	21,975	6,633		06/2005	(1),(2),(3)
Courtyard by Marriott	Alpharetta, GA	20,040	2,244	12,345	—		4,071		2,244	16,416	18,660	6,005		06/2005	(1),(2),(3)
Courtyard by Marriott	Oakland, CA	23,714	5,112	19,429	—		4,295		5,112	23,724	28,836	7,307		04/2007	(1),(2),(3)
Courtyard by Marriott	Scottsdale, AZ	16,048	3,700	22,134	—		4,719		3,700	26,853	30,553	8,561		04/2007	(1),(2),(3)
Courtyard by Marriott	Plano, TX	16,958	2,115	22,360	—		2,286		2,115	24,646	26,761	7,630		04/2007	(1),(2),(3)
Courtyard by Marriott	Newark, CA	29,993	2,863	10,723	—		3,785		2,863	14,508	17,371	5,239		04/2007	(1),(2),(3)
Courtyard by Marriott	Manchester, CT	6,530	1,301	7,430	—		2,187		1,301	9,617	10,918	3,480		04/2007	(1),(2),(3)
Courtyard by Marriott	Basking Ridge, NJ	38,528	5,419	45,304	—		7,413		5,419	52,717	58,136	15,084		04/2007	(1),(2),(3)
Courtyard by Marriott	Wichita, KS	18,380	291	23,090	—		505		291	23,595	23,886	3,191		06/2015	(1),(2),(3)

116

Column A		Column B	Column C		Column D				Column E			Column F	Column G	Column H	Column I
			Initial Cost		Costs Capitalized Since Acquisition				Gross Carrying Amount At Close of Period
Hotel Property	Location	Encumbrances	Land	FF&E, Buildings and improvements	Land		FF&E, Buildings and improvements		Land	FF&E, Buildings and improvements	Total	Accumulated Depreciation	Construction Date	Acquisition Date	Income Statement
Courtyard by Marriott - Billerica	Boston, MA	29,807	3,528	29,352	—		3,972		3,528	33,324	36,852	5,780		06/2015	(1),(2),(3)
Homewood Suites	Pittsburgh, PA	25,492	1,906	28,093	—		1,762		1,906	29,855	31,761	2,473		06/2015	(1),(2),(3)
Marriott Residence Inn	Lake Buena Vista, FL	26,125	2,555	20,367	—		9,280		2,555	29,647	32,202	9,876		03/2004	(1),(2),(3)
Marriott Residence Inn	Evansville, IN	7,980	961	5,972	—		3,531		961	9,503	10,464	3,793		09/2004	(1),(2),(3)
Marriott Residence Inn	Orlando, FL	26,712	6,554	40,539	—		11,868		6,554	52,407	58,961	15,376		06/2005	(1),(2),(3)
Marriott Residence Inn	Falls Church, VA	26,650	2,752	34,979	—		6,167		2,752	41,146	43,898	13,671		06/2005	(1),(2),(3)
Marriott Residence Inn	San Diego, CA	29,840	3,156	29,514	—		5,671		3,156	35,185	38,341	13,025		06/2005	(1),(2),(3)
Marriott Residence Inn	Salt Lake City, UT	16,428	1,897	16,357	—		4,440		1,897	20,797	22,694	8,097		06/2005	(1),(2),(3)
Marriott Residence Inn	Las Vegas, NV	27,394	18,177	39,568	(6,184	)	(11,655	)	11,993	27,913	39,906	5,269		04/2007	(1),(2),(3)
Marriott Residence Inn	Phoenix, AZ	17,868	4,100	23,187	—		6,363		4,100	29,550	33,650	10,236		04/2007	(1),(2),(3)
Marriott Residence Inn	Plano, TX	12,085	2,045	16,869	—		3,350		2,045	20,219	22,264	6,867		04/2007	(1),(2),(3)
Marriott Residence Inn	Newark, CA	31,771	3,272	11,706	—		5,070		3,272	16,776	20,048	6,645		04/2007	(1),(2),(3)
Marriott Residence Inn	Manchester, CT	7,000	1,462	8,306	—		4,244		1,462	12,550	14,012	4,622		04/2007	(1),(2),(3)
Marriott Residence Inn	Jacksonville, FL	10,216	1,997	16,084	—		5,039		1,997	21,123	23,120	5,586		05/2007	(1),(2),(3)
Marriott Residence Inn	Stillwater, OK	7,911	930	15,070	—		2,924		930	17,994	18,924	2,572		06/2015	(1),(2),(3)
Marriott Residence Inn	Tampa, FL	17,293	2,175	19,491	—		3,426		2,175	22,917	25,092	1,824		03/2015	(1),(2),(3)
TownePlace Suites by Marriott	Manhattan Beach, CA	18,168	4,805	17,543	—		4,606		4,805	22,149	26,954	6,695		04/2007	(1),(2),(3)
Ritz-Carlton	Atlanta, GA	68,702	2,477	80,139	—		15,250		2,477	95,389	97,866	7,578		03/2015	(1),(2),(3)
One Ocean	Atlantic Beach, FL	32,574	5,815	14,817	—		26,534		5,815	41,351	47,166	22,103		04/2004	(1),(2),(3)
Renaissance	Nashville, TN	114,968	20,671	158,260	—		10,347		20,671	168,607	189,278	14,536		03/2015	(1),(2),(3)
Renaissance	Palm Springs, CA	50,544	—	74,112	—		11,174		—	85,286	85,286	7,439		03/2015	(1),(2),(3)
Sheraton Hotel	Ann Arbor, MI	35,200	4,158	35,042	—		(295	)	4,158	34,747	38,905	2,685		06/2015	(1),(2),(3)
Sheraton Hotel	Langhorne, PA	10,306	2,037	12,424	—		12,837		2,037	25,261	27,298	12,030		07/2004	(1),(2),(3)
Sheraton Hotel	Minneapolis, MN	21,591	2,953	14,280	—		10,538		2,953	24,818	27,771	11,211		03/2005	(1),(2),(3)
Sheraton Hotel	Indianapolis, IN	60,410	3,100	22,041	—		26,023		3,100	48,064	51,164	21,396		03/2005	(1),(2),(3)
Sheraton Hotel	Anchorage, AK	47,316	4,023	39,363	—		15,475		4,023	54,838	58,861	18,119		12/2006	(1),(2),(3)
Sheraton Hotel	San Diego, CA	29,185	7,294	36,382	—		8,497		7,294	44,879	52,173	15,345		12/2006	(1),(2),(3)
Hyatt Regency	Coral Gables, FL	63,379	4,805	50,820	—		15,203		4,805	66,023	70,828	20,464		04/2007	(1),(2),(3)
Hyatt Regency	Hauppauge, NY	33,486	6,284	35,669	—		(2,062	)	6,284	33,607	39,891	4,934		03/2015	(1),(2),(3)
Hyatt Regency	Savannah, GA	69,252	14,041	72,721	—		11,043		14,041	83,764	97,805	8,765		03/2015	(1),(2),(3)
Crowne Plaza	Key West, FL	72,007	—	27,514	—		17,112		—	44,626	44,626	19,709		03/2005	(1),(2),(3)
Crowne Plaza	Annapolis, MD	—	—	9,903	—		8,810		—	18,713	18,713	3,542		03/2015	(1),(2),(3)
Annapolis Inn	Annapolis, MD	20,234	3,028	7,833	—		9,206		3,028	17,039	20,067	7,481		03/2005	(1),(2),(3)
Lakeway Resort & Spa	Austin, TX	25,100	4,541	28,940	—		5,296		4,541	34,236	38,777	6,589		02/2015	(1),(2),(3)
Silversmith	Chicago, IL	21,695	4,782	22,398	—		991		4,782	23,389	28,171	4,479		03/2015	(1),(2),(3)
The Churchill	Washington, DC	46,456	25,898	32,304	—		12,266		25,898	44,570	70,468	6,013		03/2015	(1),(2),(3)
The Melrose	Washington, DC	73,261	29,277	62,507	—		(1,283	)	29,277	61,224	90,501	4,871		03/2015	(1),(2),(3)

117

Column A		Column B		Column C				Column D						Column E						Column F		Column G	Column H	Column I
				Initial Cost				Costs Capitalized Since Acquisition						Gross Carrying Amount At Close of Period
Hotel Property	Location	Encumbrances		Land		FF&E, Buildings and improvements		Land			FF&E, Buildings and improvements			Land		FF&E, Buildings and improvements		Total		Accumulated Depreciation		Construction Date	Acquisition Date	Income Statement
Le Pavillon	New Orleans, LA	43,750		10,933		51,549		(2,600		)	7,084			8,333		58,633		66,966		4,630			06/2015	(1),(2),(3)
The Ashton	Ft. Worth, TX	5,336		800		7,187		—			1,333			800		8,520		9,320		1,265			07/2014	(1),(2),(3)
Westin	Princeton, NJ	49,732		6,475		52,195		—			6,260			6,475		58,455		64,930		5,419			03/2015	(1),(2),(3)
W	Atlanta, GA	40,500		2,353		54,383		—			(629		)	2,353		53,754		56,107		4,068			07/2015	(1),(2),(3)
W	Minneapolis, MN	53,789		8,430		79,713		—			806			8,430		80,519		88,949		7,095			11/2015	(1),(2),(3)
Le Meridien	Minneapolis, MN	—		2,752		12,248		—			1,800			2,752		14,048		16,800		961			07/2015	(1),(2),(3)
Hotel Indigo	Atlanta, GA	16,100		3,230		23,713		—			168			3,230		23,881		27,111		1,460			10/2015	(1),(2),(3)
WorldQuest Resort	Orlando, FL	—		1,432		9,870		(49		)	1,136			1,383		11,006		12,389		2,201			03/2011	(1),(2),(3)
Total		$	3,723,568	$	664,232	$	3,626,591	$	(9,555	)	$	783,026		$	654,677	$	4,409,617	$	5,064,294	$	1,028,379

_________________________

(1) Estimated useful life for buildings is 39 years.

(2) Estimated useful life for building improvements is 7.5 years.

(3) Estimated useful life for furniture and fixtures is 1.5 to 5 years.

(4) Amounts include impairment charges.

(5) These hotel properties were held for sale as of December 31, 2017.

118

	Year Ended December 31,
	2017			2016			2015
Investment in Real Estate:
Beginning balance	$	5,054,564		$	5,181,466		$	2,719,716
Additions	225,461			206,022			2,531,312
Impairment/write-offs	(111,820		)	(85,338		)	(57,596		)
Sales/disposals	(85,709		)	(227,988		)	(11,966		)
Assets held for sale	(18,202		)	(19,598		)	—
Ending balance	5,064,294			5,054,564			5,181,466
Accumulated Depreciation:
Beginning balance	894,001			761,782			591,105
Depreciation expense	247,220			245,953			211,434
Impairment/write-offs	(101,008		)	(67,022		)	(37,647		)
Sales/disposals	(11,364		)	(44,346		)	(3,110		)
Assets held for sale	(470		)	(2,366		)	—
Ending balance	1,028,379			894,001			761,782
Investment in Real Estate, net	$	4,035,915		$	4,160,563		$	4,419,684

119

EXHIBIT INDEX

Exhibit	Description
2.1	Separation and Distribution Agreement, dated October 31, 2014, by and between Ashford Hospitality Trust, Inc., Ashford OP Limited Partner LLC, Ashford Hospitality Limited Partnership, Ashford Inc. and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 2.1 to Form 8-K, filed on November 6, 2014, for the event dated October 31, 2014) (File No. 001-31775)
3.1	Articles of Amendment and Restatement, as amended by Amendment Number One to Articles of Amendment and Restatement (incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-3 filed May 15, 2015)
3.2	Amendment Number Two to Articles of Amendment and Restatement (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on May 22, 2017) (File No. 00131775)
3.3	Second Amended and Restated Bylaws, as amended by Amendment No. 1 on October 26, 2014, by Amendment No. 2 on October 19, 2015 and by Amendment No. 3 on August 2, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on August 8, 2016) (File No. 001-31775)
4.1	Form of Certificate for Common Stock (incorporated by reference to Exhibit 4.1 of Form S-11/A, filed on August 20, 2003) (File No. 001-31775)
4.1.1	Articles Supplementary for Series A Cumulative Preferred Stock, dated September 15, 2004 (incorporated by reference to Exhibit 4.1.1 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
4.1.2	Form of Certificate of Series A Cumulative Preferred Stock (incorporated by reference to Exhibit 4.1.2 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
4.2.1	Articles Supplementary for Series D Cumulative Preferred Stock, dated July 17, 2007 (incorporated by reference to Exhibit 3.5 to the Registrant’s Form 8-A, filed July 17, 2007)
4.2.2	Form of Certificate of Series D Cumulative Preferred Stock (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-A, filed July 17, 2007)
4.3.1	Articles Supplementary for Series E Cumulative Preferred Stock, dated April 15, 2011 (incorporated by reference to Exhibit 3.6 to the Registrant’s Form 8-A, filed April 18, 2011)
4.3.2	Form of Certificate of Series E Cumulative Preferred Stock (incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-A, filed April 18, 2011)
4.4	Articles Supplementary for Series F Cumulative Preferred Stock, accepted for record and certified by the Maryland State Department of Assessments and Taxation on July 11, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed July 12, 2016) (File No. 001-31775)
4.5	Articles Supplementary for Series G Cumulative Preferred Stock, accepted for record and certified by the Maryland State Department of Assessments and Taxation on October 17, 2016 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on October 18, 2016) (File No. 001-31775)
4.6	Articles Supplementary for Series H Cumulative Preferred Stock, accepted for record and certified by the Maryland State Department of Assessments and Taxation on August 18, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on August 22, 2017) (File No. 001-31775)
4.7	Articles Supplementary for Series I Cumulative Preferred Stock, accepted for record and certified by the Maryland State Department of Assessments and Taxation on November 14, 2017 (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed on November 14, 2017) (File No. 001-31775)
10.1	Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on April 15, 2016) (File No. 001-31775)
10.1.2	Amendment No. 1 to Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, dated July 12, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on July 12, 2016) (File No. 001-31775)
10.1.3	Amendment No. 2 to Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, dated October 18, 2016 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on October 18, 2016) (File No. 001-31775)
10.1.4	Amendment No. 3 to Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, dated August 25, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on August 25, 2017) (File No. 001-31775)
10.1.5	Amendment No. 4 to Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, dated November 17, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on November 17, 2017) (File No. 001-31775)
10.1.6	Amendment No. 5 to Seventh Amended and Restated Agreement of Limited Partnership of Ashford Hospitality Limited Partnership, dated December 13, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on December 14, 2017) (File No. 001-31775)
10.2	Registration Rights Agreement among Ashford Hospitality Trust, Inc. and the persons named therein (incorporated by reference to Exhibit 10.2 of Form S-11/A, filed on July 31, 2003) (File No. 001-31775)

120

Exhibit	Description
10.3.1†	Amended and Restated Ashford Hospitality Trust, Inc. Nonqualified Deferred Compensation Plan, dated March 31, 2008 (incorporated by reference to Exhibit 10.3.1 of Form 10-K, filed on March 3, 2014) (File No. 001-31775)
10.3.1.1†	First Amendment to the Ashford Hospitality Trust, Inc. Nonqualified Deferred Compensation Plan, dated December 31, 2008 (incorporated by reference to Exhibit 10.3.1.1 of Form 10-K, filed on March 3, 2014) (File No. 001-31775)
10.3.2†	2011 Stock Incentive Plan of Ashford Hospitality Trust, Inc. dated May 17, 2011 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on May 20, 2011, for the event dated May 17, 2011) (File No. 001-31775)
10.3.2.1†	Amendment No. 1 to 2011 Incentive Stock Plan of Ashford Hospitality Trust, Inc., dated May 13, 2014 (incorporated by reference to Exhibit 10.2 of Form 8-K, filed on May 19, 2014) (File No. 001-31775)
10.3.2.2†	Amendment No. 3 to 2011 Incentive Stock Plan of Ashford Hospitality Trust, Inc., dated May 16, 2017 (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed May 22, 2017) (File No.001-31775)
10.3.3†	Form of LTIP Unit Award Agreement, dated March 21, 2008 (incorporated by reference to Exhibit 10.3.3 of Form 10-K, filed on March 3, 2014) (File No. 001-31775)
10.3.4†	Form of Performance LTIP Unit Award Agreement (incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed on April 7, 2016) (File No. 001-31775)
10.3.5†	Form of Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K, filed on April 7, 2016) (File No. 001-31775)
10.3.6†	Amended and Restated Form of Performance Stock Unit Award Agreement (incorporated by reference to Exhibit 10.3.6 of Form 10-K, filed on March 16, 2017) (File No. 001-31775)
10.3.7†	Amended and Restated Form of Performance LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.3.7 of Form 10-K, filed on March 16, 2017) (File No. 001-31775)
10.4	Non-Compete/Services Agreement, dated as of March 21, 2008, between Ashford Hospitality Trust, Inc. and Archie Bennett, Jr. (incorporated by reference to Exhibit 10.4 of Form 10-K, filed on March 3, 2014) (File No. 001-31775)
10.5.1†	Employment Agreement, dated as of June 13, 2014, between Ashford Hospitality Trust, Inc. and Deric Eubanks (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on June 19, 2014) (File No. 001-31775)
10.5.2	Chairman Emeritus Agreement, dated January 7, 2013, between Ashford Hospitality Trust, Inc. Ashford Hospitality Limited Partnership, and Archie Bennett, Jr. (incorporated by reference to Exhibit 10.1 of Form 8-K filed on January 9, 2013) (File No. 001-31775)
10.6	Form of Management Agreement between Remington Lodging and Ashford TRS Corporation (incorporated by reference to Exhibit 10.10 of Form S-11/A, filed on July 31, 2003) (File No. 001-31775)
10.6.1	Hotel Management Agreement between Remington Management, L.P. and Ashford TRS companies (incorporated by reference to Exhibit 10.6.1 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.6.2	Hotel Master Management Agreement between Remington Lodging & Hospitality, LLC and PHH TRS Corporation (incorporated by reference to Exhibit 10.6.2 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.6.3	First Amendment to Hotel Master Management Agreement between Remington Lodging & Hospitality, LLC and Ashford TRS Corporation dated August 29, 2003, effective November 19, 2013 (incorporated by reference to Exhibit 10.2 of Form 8-K, filed on November 25, 2013, for the event dated November 19, 2013) (File No. 001-31775)
10.6.4	First Amendment to Hotel Master Management Agreement between Remington Lodging & Hospitality, LLC and Ashford TRS Corporation dated September 29, 2006, effective November 19, 2013 (incorporated by reference to Exhibit 10.3 of Form 8-K, filed on November 25, 2013, for the event dated November 19, 2013) (File No. 001-31775)
10.7	Form of Lease Agreement between Ashford Hospitality Limited Partnership and Ashford TRS Corporation (incorporated by reference to Exhibit 10.11 of Form S-11/A, filed on July 31, 2003) (File No. 001-31775)
10.8.1	Mutual Exclusivity Agreement by and between Ashford Hospitality Limited Partnership, Ashford Hospitality Trust, Inc., Remington Hotel Corporation and Remington Lodging and Hospitality, L.P. (incorporated by reference to Exhibit 10.22 of Form S-11/A, filed on July 31, 2003) (File No. 001-31775)
10.8.2	First Amendment to the Mutual Exclusivity Agreement between Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership and Remington Lodging and Hospitality LLC, dated November 19, 2013 (incorporated by reference to Exhibit 10.4 of Form 8-K, filed on November 25, 2013, for the event dated November 19, 2013) (File No. 001-31775)
10.9	Contribution and Purchase and Sale Agreement, dated December 27, 2004, between the Registrant and FGSB Master Corp. (incorporated by reference to Exhibit 10.12 of Form 10-K, filed on March 1, 2013) (File No. 001-31775)
10.10	Amended and Restated Loan Agreement, dated as of October 13, 2005, between the Registrant and Merrill Lynch Mortgage Lending, Inc. (incorporated by reference to Exhibit 10.13 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.10.1	Amended and Restated Cross-Collateralization and Cooperation Agreement, dated October 13, 2005, between the Registrant and Merrill Lynch Mortgage Lending, Inc. (incorporated by reference to Exhibit 10.13.1 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.10.2	Loan Agreement, dated as of October 13, 2005, between the Registrant and Merrill Lynch Mortgage Lending, Inc. (incorporated by reference to Exhibit 10.13.2 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)

121

Exhibit	Description
10.10.3	Cross-Collateralization and Cooperation Agreement, dated October 13, 2005, between the Registrant and Merrill Lynch Mortgage Lending, Inc. (incorporated by reference to Exhibit 10.13.3 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.10.4	Amended and Restated Loan Agreement, dated as of October 13, 2005, between the Registrant and Merrill Lynch Mortgage Lending, Inc. (incorporated by reference to Exhibit 10.13.4 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.10.5	Amended and Restated Cross-Collateralization and Cooperation Agreement, dated October 13, 2005, between the Registrant and Merrill Lynch Mortgage Lending, Inc. (incorporated by reference to Exhibit 10.13.5 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.10.6	Amended and Restated Loan Agreement, dated as of October 13, 2005, between the Registrant and Merrill Lynch Mortgage Lending, Inc. (incorporated by reference to Exhibit 10.13.6 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.10.7	Amended and Restated Cross-Collateralization and Cooperation Agreement, dated October 13, 2005, between the Registrant and Merrill Lynch Mortgage Lending, Inc. (incorporated by reference to Exhibit 10.13.7 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.10.8	Amended and Restated Loan Agreement, dated as of December 20, 2005, between the Registrant and Merrill Lynch Mortgage Lending, Inc. (incorporated by reference to Exhibit 10.13.8 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.10.9	Amended and Restated Cross-Collateralization and Cooperation Agreement, dated December 20, 2005, between the Registrant and Merrill Lynch Mortgage Lending, Inc. (incorporated by reference to Exhibit 10.13.9 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.11	Mortgage Loan Agreement (Pool 1), dated November 14, 2005, between the Registrant and UBS Real Estate Investments, Inc. (incorporated by reference to Exhibit 10.14 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.11.1	Mortgage Loan Agreement (Pool 2), dated November 14, 2005, between the Registrant and UBS Real Estate Investments, Inc. (incorporated by reference to Exhibit 10.14.1 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.11.2	Guaranty of Recourse Obligations, dated November 14, 2005, by the Registrant for the benefit of UBS Real Estate Investments, Inc. with respect to Pool 1 (incorporated by reference to Exhibit 10.14.2 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.11.3	Guaranty of Recourse Obligations, dated November 14, 2005, by the Registrant for the benefit of UBS Real Estate Investments, Inc. with respect to Pool 1 (incorporated by reference to Exhibit 10.14.3 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.11.4	Guaranty of Recourse Obligations, dated November 14, 2005, by the Registrant for the benefit of UBS Real Estate Investments, Inc. with respect to Pool 2 (incorporated by reference to Exhibit 10.14.4 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.11.5	Guaranty of Recourse Obligations, dated November 14, 2005, by the Registrant for the benefit of UBS Real Estate Investments, Inc. with respect to Pool 2 (incorporated by reference to Exhibit 10.14.5 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.12	Purchase and Sale Agreement, dated May 18, 2006, between the Registrant and EADS Associates Limited Partnership (incorporated by reference to Exhibit 10.21 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.13.1	Loan Agreement, dated December 7, 2006, between the Registrant and Countrywide Commercial Real Estate Finance, Inc. (incorporated by reference to Exhibit 10.23.1 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.13.2	MIP Loan Extension Agreement, dated December 9, 2011, between the Registrant and Wells Fargo Bank, N.A. (incorporated by reference to Exhibit 10.23.2 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.14.1.1	Mortgage, Security Agreement, Assignment of Rents and Fixture Filing from Ashford Edison LP, as Borrower to Wachovia Bank, National Association, as Lender, dated April 11, 2007, with respect to Courtyard Edison, Edison, New Jersey (incorporated by reference to Exhibit 10.25.1.1 of Form 10-K, filed March 2, 2015) (File No. 001-31775)
10.14.1.1a	Schedule of Agreements omitted pursuant to Instruction 2 to Item 601 of Regulation S-K (incorporated by reference to Exhibit 10.25.1.1a of Form 10-K filed March 2, 2015) (File No. 001-31775)
10.14.1.2	Guaranty for Fixed-Rate Pool 1, executed as of April 11, 2007 by the Registrant, for the benefit of Wachovia Bank, National Association (incorporated by reference to Exhibit 10.25.1.2 of Form 10-K, filed March 2, 2015) (File No. 001-31775)
10.14.1.2a	Schedule of Agreements omitted pursuant to Instruction 2 to Item 601 of Regulation S-K (incorporated by reference to Exhibit 10.25.1.2a of Form 10-K filed March 2, 2015) (File No. 001-31775)
10.14.1.3	Guaranty and Indemnity Agreement by Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP for the benefit of Wells Fargo Bank, National Association, dated March 10, 2011 (incorporated by reference to Exhibit 10.25.4.11 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.14.1.4	Mezzanine 1 Guaranty and Indemnity Agreement by Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP for the benefit of BRE/HH Acquisitions LLC and Barclay Capital Real Estate Finance, Inc., dated March 10, 2011 (incorporated by reference to Exhibit 10.25.4.15 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)

122

Exhibit	Description
10.14.1.5	Mezzanine 2 Guaranty and Indemnity Agreement by Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP for the benefit of BRE/HH Acquisitions LLC and Barclay Capital Real Estate Finance, Inc., dated March 10, 2011 (incorporated by reference to Exhibit 10.25.4.16 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.14.1.6	Mezzanine 3 Guaranty and Indemnity Agreement by Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP for the benefit of BRE/HH Acquisitions LLC and Barclay Capital Real Estate Finance, Inc., dated March 10, 2011 (incorporated by reference to Exhibit 10.25.4.17 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.14.1.7	Mezzanine 4 Guaranty and Indemnity Agreement by Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP for the benefit of GSRE III, Ltd. dated March 10, 2011 (incorporated by reference to Exhibit 10.25.4.18 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.15	ISDA Master Agreement between Ashford Hospitality Limited Partnership and Wachovia Bank, National Association, dated March 12, 2008 (incorporated by reference to Exhibit 10.27 of Form 10-K, filed on March 3, 2014) (File No. 001-31775)
10.15.1	Schedule to the Master Agreement between Ashford Hospitality Limited Partnership and Wachovia Bank, National Association, dated March 12, 2008 (incorporated by reference to Exhibit 10.27.1 of Form 10-K, filed on March 3, 2014) (File No. 001-31775)
10.16.1	Confirmation of Amended and Restated Swap Transaction, dated November 4, 2010, related to the trade of an interest rate swap by Ashford Hospitality Limited Partnership from Wells Fargo Bank, N.A. as effected on October 13, 2010 (incorporated by reference to Exhibit 10.30.7 to the Registrant’s Form 10-K, filed on March 4, 2011) (File No. 001-31775)
10.16.2	Confirmation of Termination of Swap Transaction, dated November 4, 2010, related to the termination of an interest rate swap by Ashford Hospitality Limited Partnership from Wells Fargo Bank, N.A. as effected on October 13, 2010 (incorporated by reference to Exhibit 10.30.8 to the Registrant’s Form 10-K, filed on March 4, 2011) (File No. 001-31775)
10.16.3	Confirmation of Trade, dated November 19, 2010, related to the trade of an interest rate swap by Ashford Hospitality Limited Partnership from Credit Agricole Corporate and Investment Bank New York Branch as effected on October 13, 2010 (incorporated by reference to Exhibit 10.30.9 to the Registrant’s Form 10-K, filed on March 4, 2011) (File No. 001-31775)
10.17	Release and Waiver Agreement, Dated March 31, 2011, by and between Ashford Hospitality Trust, Inc. and Mr. Alan Tallis, former Executive Vice President of Ashford Hospitality Trust, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on April 6, 2011, for the event dated April 11, 2011) (File No. 001-31775)
10.18	Stock Repurchase Agreement, dated April 11, 2011, by and between Ashford Hospitality Trust, Inc. and Security Capital Preferred Growth Incorporated (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed on April 11, 2011, for the event dated April 11, 2011) (File No. 001-31775)
10.19	Indemnity Agreement dated March 10, 2011, between the Registrant and Remington Lodging & Hospitality, LLC (incorporated by reference to Exhibit 10.31 to the Registrant’s Form 10-Q, filed on May 10, 2011) (File No. 001-31775)
10.20.1	Amended and Restated Mezzanine 1 Loan Agreement, dated March 10, 2011, between HH Swap A LLC, HH Swap C LLC, HH Swap C-1 LLC, HH Swap D LLC, HH Swap F LLC, HH Swap F-1 LLC, HH Swap G LLC, collectively as Borrower, and BRE/HH Acquisition LLC and Barclays Capital Real Estate Finance, Inc., collectively as Lender (incorporated by reference to Exhibit 10.35.1 of Form 10-K, filed on February 28, 2012)
10.20.1.1	Omnibus Agreement and Consent, dated December 17, 2012, by and among (i) American Equity Investment Life Insurance Company, Athene Annuity & Life Assurance Company, Newcastle CDO VIII 1, Limited, Newcastle CDO IX 1, Limited, Principal Life Insurance Company, (ii) HH SWAP A LLC, HH SWAP C LLC, HH SWAP C-1 LLC, HH SWAP D LLC, HH SWAP F LLC, HH SWAP F-1 LLC, and HH SWAP G LLC, and (iii) Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP (incorporated by reference to Exhibit 10.36.1.1 of Form 10-K, filed on March 1, 2013) (File No. 001-31775)
10.20.1.2	Consent Agreement, dated December 27, 2012, by and among (i) American Equity Investment Life Insurance Company, Athene Annuity & Life Assurance Company, Newcastle CDO VIII 1, Limited, Newcastle CDO IX 1, Limited, Principal Life Insurance Company, (ii) HH SWAP A LLC, HH SWAP C LLC, HH SWAP C-1 LLC, HH SWAP D LLC, HH SWAP F LLC, HH SWAP F-1 LLC, and HH SWAP G LLC, and (iii) Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP (incorporated by reference to Exhibit 10.36.1.2 of Form 10-K, filed on March 1, 2013) (File No. 001-31775)
10.20.2	Amended and Restated Mezzanine 2 Loan Agreement, dated March 10, 2011, between HH Mezz Borrower A-2 LLC, HH Mezz Borrower C-2 LLC, HH Mezz Borrower D-2 LLC, HH Mezz Borrower F-2 LLC, HH Mezz Borrower G-2 LLC, collectively as Borrower, and BRE/HH Acquisition LLC and Barclays Capital Real Estate Finance, Inc., collectively as Lender (incorporated by reference to Exhibit 10.35.2 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.20.2.1	Omnibus Amendment and Consent dated December 17, 2012, by and among (i) Starwood Property Mortgage SUB-10-A, L.L.C., (ii) HH Mezz Borrower A-2 LLC, HH Mezz Borrower C-2 LLC, HH Mezz Borrower D-2 LLC, HH Mezz Borrower F-2 LLC, and HH Mezz Borrower G-2 LLC, and (iii) Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP (incorporated by reference to Exhibit 10.36.2.1 of Form 10-K, filed on March 1, 2013) (File No. 001-31775)
10.20.2.2	Consent Agreement dated December 27, 2012, by and among (i) Starwood Property Mortgage SUB-10-A, L.L.C., (ii) HH Mezz Borrower A-2 LLC, HH Mezz Borrower C-2 LLC, HH Mezz Borrower D-2 LLC, HH Mezz Borrower F-2 LLC, and HH Mezz Borrower G-2 LLC, and (iii) Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP (incorporated by reference to Exhibit 10.36.2.2 of Form 10-K, filed on March 1, 2013) (File No. 001-31775)

123

Exhibit	Description
10.20.3	Amended and Restated Mezzanine 3 Loan Agreement, dated March 10, 2011, between HH Mezz Borrower A-3 LLC, HH Mezz Borrower C-3 LLC, HH Mezz Borrower D-3 LLC, HH Mezz Borrower F-3 LLC, HH Mezz Borrower G-3 LLC, collectively as Borrower, and BRE/HH Acquisition LLC and Barclays Capital Real Estate Finance, Inc., collectively as Lender (incorporated by reference to Exhibit 10.35.3 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.20.3.1	Omnibus Amendment and Consent dated December 17, 2012, by and among (i) LVS I SPE II LLC, (ii) HH Mezz Borrower A-3 LLC, HH Mezz Borrower C-3 LLC, HH Mezz Borrower D-3 LLC, HH Mezz Borrower F-3 LLC, and HH Mezz Borrower G-3 LLC, and (iii) Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP (incorporated by reference to Exhibit 10.36.3.1 of Form 10-K, filed on March 1, 2013) (File No. 001-31775)
10.20.3.2	Consent Agreement dated December 27, 2012, by and among (i) LVS I SPE II, LLC, (ii) HH Mezz Borrower A-3 LLC, HH Mezz Borrower C-3 LLC, HH Mezz Borrower D-3 LLC, HH Mezz Borrower F-3 LLC, and HH Mezz Borrower G-3 LLC, and (iii) Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP (incorporated by reference to Exhibit 10.36.3.2 of Form 10-K, filed on March 1, 2013) (File No. 001-31775)
10.20.4	Amended and Restated Mezzanine 4 Loan Agreement, dated March 10, 2011, between HH Mezz Borrower A-4 LLC, HH Mezz Borrower C-4 LLC, HH Mezz Borrower D-4 LLC, HH Mezz Borrower F-4 LLC, HH Mezz Borrower G-4 LLC, collectively as Borrower, and GSRE III, LTD, as Lender (incorporated by reference to Exhibit 10.35.4 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.20.4.1	Omnibus Amendment and Consent dated December 17, 2012, by and among (i) GSR3LP, LLC, (ii) HH Mezz Borrower A-4 LLC, HH Mezz Borrower C-4 LLC, HH Mezz Borrower D-4 LLC, HH Mezz Borrower F-4 LLC, and HH Mezz Borrower G-4 LLC, and (iii) Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP (incorporated by reference to Exhibit 10.36.4.1 of Form 10-K, filed on March 1, 2013) (File No. 001-31775)
10.20.4.2	Consent Agreement dated December, 2012, by and among (i) GSR3LP, LLC, (ii) HH Mezz Borrower A-4 LLC, HH Mezz Borrower C-4 LLC, HH Mezz Borrower D-4 LLC, HH Mezz Borrower F-4 LLC, and HH Mezz Borrower G-4 LLC, and (iii) Ashford Hospitality Limited Partnership and PRISA III REIT Operating LP (incorporated by reference to Exhibit 10.36.4.2 of Form 10-K, filed on March 1, 2013) (File No. 001-31775)
10.20.5	Amended and Restated Mortgage Loan Agreement, dated March 10, 2011, between Entities set forth on Schedule I and II, collectively as Borrower, and Wells Fargo Bank, National Association and Barclays Capital Real Estate Finance, Inc., collectively as Lender (incorporated by reference to Exhibit 10.35.5 of Form 10-K, filed on February 28, 2012) (File No. 001-31775)
10.21	Right of First Offer Agreement between Ashford Hospitality Trust, Inc. and Ashford Hospitality Prime, Inc., dated November 19, 2013 (incorporated by reference to Exhibit 10.6 of Form 8-K, filed on November 25, 2013, for the event dated November 19, 2013) (File No. 001-31775)
10.22	Option Agreement Pier House Resort by and between Ashford Hospitality Prime Limited Partnership and Ashford Hospitality Limited Partnership with respect to the Properties Entities, and Ashford TRS Corporation and Ashford Prime TRS Corporation with respect to the TRS Entity, dated November 19, 2013 (incorporated by reference to Exhibit 10.7 of Form 8-K, filed on November 25, 2013, for the event dated November 19, 2013) (File No. 001-31775)
10.23	Option Agreement Crystal Gateway Marriott by and between Ashford Hospitality Prime Limited Partnership and Ashford Hospitality Limited Partnership with respect to the Properties Entities, and Ashford TRS Corporation and Ashford Prime TRS Corporation with respect to the TRS Entity, dated November 19, 2013 (incorporated by reference to Exhibit 10.8 of Form 8-K, filed on November 25, 2013, for the event dated November 19, 2013) (File No. 001-31775)
10.24	Registration Rights Agreement by and between Ashford Hospitality Prime, Inc., Ashford Hospitality Limited Partnership and Ashford Hospitality Advisors LLC, dated November 19, 2013 (incorporated by reference to Exhibit 10.9 of Form 8-K, filed on November 25, 2013, for the event dated November 19, 2013) (File No. 001-31775)
10.25	Assignment, Assumption and Admission Agreement, dated as of September 10, 2014, by and between Ashford Hospitality Advisors LLC and Monty Bennett, regarding the sale of Class B company interests of AIM Management Holdco, LLC (incorporated by reference to Exhibit 10.3 of Form 8-K, filed on September 10, 2014, for the event dated September 10, 2014) (File No. 001-31775)
10.26	Assignment, Assumption and Admission Agreement, dated as of September 10, 2014, by and between Ashford Hospitality Advisors LLC and Rob Hays, regarding the sale of Class B company interests of AIM Management Holdco, LLC (incorporated by reference to Exhibit 10.4 of Form 8-K, filed on September 10, 2014, for the event dated September 10, 2014) (File No. 001-31775)
10.27	Assignment, Assumption and Admission Agreement, dated as of September 10, 2014, by and between Ashford Hospitality Advisors LLC and Monty Bennett, regarding the sale of Class B limited partnership interests of AIM Performance Holdco, LP (incorporated by reference to Exhibit 10.5 of Form 8-K, filed on September 10, 2014, for the event dated September 10, 2014) (File No. 001-31775)
10.28	Assignment, Assumption and Admission Agreement, dated as of September 10, 2014, by and between Ashford Hospitality Advisors LLC and Rob Hays, regarding the sale of Class B limited partnership interests of AIM Performance Holdco, LP (incorporated by reference to Exhibit 10.6 of Form 8-K, filed on September 10, 2014, for the event dated September 10, 2014) (File No. 001-31775)
10.29	Amended and Restated Limited Liability Company Agreement of Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on October 15, 2014) (File No. 001-31775)

124

Exhibit	Description
10.30	Third Amended and Restated Limited Partnership Agreement of AIM Performance Holdco, LP (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on November 6, 2014, for the event dated November 5, 2014) (File No. 001-31775)
10.31	Second Amended and Restated Limited Liability Company Operating Agreement of AIM Management Holdco, LLC (incorporated by reference to Exhibit 10.2 of Form 8-K, filed on November 6, 2014, for the event dated November 5, 2014) (File No. 001-31775)
10.32	Tax Matters Agreement, dated October 31, 2014, between Ashford Inc., Ashford Hospitality Advisors LLC, Ashford Hospitality Trust, Inc. and Ashford Hospitality Limited Partnership (incorporated by reference to Exhibit 10.1 to Form 8-K, filed on November 6, 2014, for the event dated October 31, 2014) (File No. 001-31775)
10.33	Advisory Agreement, dated as of November 12, 2014 by and between Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.1 to Form 8-K, filed on November 18, 2014, for the event dated November 12, 2014) (File No. 001-31775)
10.33.1	Amended and Restated Advisory Agreement, dated as of June 10, 2015, by and between Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford TRS Corporation, Ashford Inc. and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on June 12, 2015) (File No. 001-31775)
10.34	Assignment and Assumption Agreement, dated as of November 12, 2014 by and between Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership and Ashford Hospitality Advisors LLC (incorporated by reference to Exhibit 10.2 to Form 8-K, filed on November 18, 2014, for the event dated November 12, 2014) (File No. 001-31775)
10.35	Licensing Agreement, dated as of November 12, 2014 by and between Ashford Hospitality Advisors LLC, Ashford Hospitality Trust, Inc. and Ashford Hospitality Limited Partnership (incorporated by reference to Exhibit 10.3 to Form 8-K, filed on November 18, 2014, for the event dated November 12, 2014) (File No. 001-31775)
10.36	Letter Agreement dated December 14, 2014, between PRISA III Investments, LLC, a Delaware limited liability company and Ashford Hospitality Limited Partnership, a Delaware limited partnership (incorporated by reference to Exhibit 10.1 to Form 8-K, filed on December 19, 2014) (File No. 001-31775)
10.37	Contribution Agreement, dated February 18, 2015, by and between Ashford Hospitality Select, Inc., Ashford Hospitality Select Limited Partnership and Ashford Hospitality Limited Partnership (incorporated by reference to Exhibit 10.1 of Form 10-Q, filed on May 11, 2015) (File No. 001-31775)
10.37.1	Termination Letter, dated May 8, 2015, of the Contribution Agreement, dated February 18, 2015, by and between Ashford Hospitality Select, Inc., Ashford Hospitality Select Limited Partnership and Ashford Hospitality Limited Partnership (incorporated by reference to Exhibit 10.1.1 of Form 10-Q, filed on May 11, 2015) (File No. 001-31775)
10.38	Contribution Agreement, dated February 18, 2015, by and between Ashford Hospitality Select, Inc., Ashford Hospitality Select Limited Partnership, Ashford Credit Holdings LLC and Ashford Hospitality Limited Partnership (incorporated by reference to Exhibit 10.2 of Form 10-Q, filed on May 11, 2015) (File No. 001-31775)
10.38.1	Termination Letter, dated May 8, 2015, of the Contribution Agreement, dated February 18, 2015, by and between Ashford Hospitality Select, Inc., Ashford Hospitality Select Limited Partnership, Ashford Credit Holdings LLC and Ashford Hospitality Limited Partnership (incorporated by reference to Exhibit 10.2.1 of Form 10-Q, filed on May 11, 2015) (File No. 001-31775)
10.39	Purchase and Sale Agreement, dated February 18, 2015, by and between Ashford TRS VI Corporation, Ashford Hospitality Select, Inc. and Ashford Hospitality Select Limited Partnership (incorporated by reference to Exhibit 10.3 of Form 10-Q, filed on May 11, 2015) (File No. 001-31775)
10.39.1	Termination Letter, dated May 8, 2015, of the Purchase and Sale Agreement, dated February 18, 2015, by and between Ashford TRS VI Corporation, Ashford Hospitality Select, Inc. and Ashford Hospitality Select Limited Partnership (incorporated by reference to Exhibit 10.3.1 of Form 10-Q, filed on May 11, 2015) (File No. 001-31775)
10.40	Purchase and Sale Agreement, dated February 18, 2015, by and between Ashford TRS Corporation, Ashford TRS VI Corporation and Ashford Select TRS Corporation (incorporated by reference to Exhibit 10.4 of Form 10-Q, filed on May 11, 2015) (File No. 001-31775)
10.40.1	Termination Letter, dated May 8, 2015, of the Purchase and Sale Agreement, dated February 18, 2015, by and between Ashford TRS Corporation, Ashford TRS VI Corporation and Ashford Select TRS Corporation (incorporated by reference to Exhibit 10.4.1 of Form 10-Q, filed on May 11, 2015) (File No. 001-31775)
10.41	Loan Agreement, dated March 6, 2015, between each of the Parties set forth on Schedule I, which are subsidiaries of the Company, collectively as Borrower, and Column Financial, Inc. as Lender (incorporated by reference to Exhibit 10.1 of Form 8-K, filed on March 12, 2015, for the event dated March 6, 2015) (File No. 001-31775)
10.42	Mezzanine A Loan Agreement, dated March 6, 2015, between HH Swap A LLC and HH Swap G LLC, collectively as Borrower, and Column Financial, Inc., as Lender (incorporated by reference to Exhibit 10.2 to Form 8-K, filed on March 12, 2015, for the event dated March 6, 2015)
10.43	Mezzanine B Loan Agreement, dated March 6, 2015, between HH Mezz Borrower A-2 LLC and HH Mezz Borrower G-2 LLC, collectively as Borrower, and Column Financial, Inc., as Lender (incorporated by reference to Exhibit 10.3 to Form 8-K, filed on March 12, 2015, for the event dated March 6, 2015) (File No. 001-31775)
10.44	Mezzanine C Loan Agreement, dated March 6, 2015, between HH Mezz Borrower A-3 LLC and HH Mezz Borrower G-3 LLC, collectively as Borrower, and Column Financial, Inc., as Lender(incorporated by reference to Exhibit 10.4 to Form 8-K, filed on March 12, 2015, for the event dated March 6, 2015) (File No. 001-31775)

125

Exhibit	Description
10.45	Mezzanine D Loan Agreement, dated March 6, 2015, between HH Mezz Borrower A-4 LLC and HH Mezz Borrower G-4 LLC, collectively as Borrower, and Column Financial, Inc., as Lender(incorporated by reference to Exhibit 10.5 to Form 8-K, filed on March 12, 2015, for the event dated March 6, 2015) (File No. 001-31775)
10.46	Equity Distribution Agreement, dated May 15, 2015, between Ashford Hospitality Trust, Inc., Ashford Hospitality Limited Partnership, Ashford Hospitality Advisors LLC and JMP Securities LLC (incorporated by reference to Exhibit 1.1 to Form 8-K, filed May 18, 2015) (File No. 001-31775)
10.47	Letter Agreement, dated September 17, 2015, by and between Ashford Hospitality Trust, Inc., and Ashford Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on September 18, 2015) (File No. 001-31775)
10.48	Restricted Stock Award Agreement, dated February 20, 2017, by and between Ashford Hospitality Trust, Inc. and Douglas A. Kessler (incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on February 21, 2017) (File No. 001-31775).
10.49	Amended and Restated Employment Agreement, dated as of February 20, 2017, by and among Ashford Inc., Ashford Hospitality Advisors, LLC and Douglas A. Kessler (incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on February 21, 2017) (File No. 001-31775).
10.50	Indemnification Agreement, dated as of February 20, 2017, by and between Ashford Hospitality Trust, Inc. and Douglas A. Kessler (incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on February 21, 2017) (File No. 001-31775).
12*	Statement Regarding Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends
21.1*	Registrant’s Subsidiaries Listing as of December 31, 2017
21.2*	Registrant’s Special-Purpose Entities Listing as of December 31, 2017
23.1*	Consent of BDO USA LLP
31.1*	Certification of the Chief Executive Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
31.2*	Certification of the Chief Financial Officer required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended
32.1*	Certification of the Chief Executive Officer required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (In accordance with SEC Release 33-8212, this exhibit is being furnished, and is not being filed as part of this report or as a separate disclosure document, and is not being incorporated by reference into any Securities Act of 1933 registration statement.)
32.2*	Certification of the Chief Financial Officer required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (In accordance with SEC Release 33-8212, this exhibit is being furnished, and is not being filed as part of this report or as a separate disclosure document, and is not being incorporated by reference into any Securities Act of 1933 registration statement.)

The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 are formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iii) Consolidated Statements of Equity;(iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements. In accordance with Rule 402 of Regulation S-T, the XBRL related information in Exhibit 101 to this Annual Report on Form 10-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be part of any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

101.INS	XBRL Instance Document	Submitted electronically with this report.
101.SCH	XBRL Taxonomy Extension Schema Document.	Submitted electronically with this report.
101.CAL	XBRL Taxonomy Calculation Linkbase Document.	Submitted electronically with this report.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	Submitted electronically with this report.
101.LAB	XBRL Taxonomy Label Linkbase Document.	Submitted electronically with this report.
101.PRE	XBRL Taxonomy Presentation Linkbase Document.	Submitted electronically with this report.

_________________________

* Filed herewith.

† Management contract or compensatory plan or arrangement.

126

EX-12

EXHIBIT 12

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

STATEMENT REGARDING COMPUTATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

(dollars in thousands)

	Year Ended December 31,
	2017			2016			2015		2014			2013
Earnings
Income (loss) from continuing operations before provision for income taxes and redeemable noncontrolling interests	$	(90,978	)	$	(57,250	)	$	310,523	$	(40,465	)	$	(46,949	)
Amount recorded for equity in (earnings) loss of unconsolidated entities	5,866			6,110			6,831		(2,495		)	23,404
Add:
Distributions of earnings from unconsolidated entities	—			—			996		995			—
Interest on indebtedness, net of premiums	209,412			199,870			168,834		107,598			133,697
Amortization of loan costs	13,219			24,097			18,680		7,237			7,772
Interest component of operating leases	267			343			288		115			341
	$	137,786		$	173,170		$	506,152	$	72,985		$	118,265
Fixed charges
Interest on indebtedness, net of premiums	$	209,412		$	199,870		$	168,834	$	107,598		$	133,697
Amortization of loan costs	13,219			24,097			18,680		7,237			7,772
Interest component of operating leases	267			343			288		115			341
Dividends to Class B unit holders	—			2,110			2,813		2,879			2,943
	$	222,898		$	226,420		$	190,615	$	117,829		$	144,753
Preferred stock dividends
Preferred Series A	$	2,539		$	3,542		$	3,542	$	3,542		$	3,542
Preferred Series D	18,211			20,002			20,002		20,002			20,002
Preferred Series E	—			6,280			10,418		10,418			10,418
Preferred Series F	8,849			4,130			—		—			—
Preferred Series G	11,430			2,318			—		—			—
Preferred Series H	2,494			—			—		—			—
Preferred Series I	1,238			—			—		—			—
	$	44,761		$	36,272		$	33,962	$	33,962		$	33,962
Combined fixed charges and preferred stock dividends	$	267,659		$	262,692		$	224,577	$	151,791		$	178,715
Ratio of earnings to fixed charges							2.66
Ratio of earnings to combined fixed charges and preferred stock dividends							2.25
Deficit (Fixed charges)	$	85,112		$	53,250				$	44,844		$	26,488
Deficit (Combined fixed charges and preferred stock dividends)	$	129,873		$	89,522				$	78,806		$	60,450

EX-21.1

EXHIBIT 21.1

SUBSIDIARIES LISTING AS OF DECEMBER 31, 2017

All the subsidiaries listed below are incorporated in Delaware except that Ashford Hospitality Trust, Inc. is incorporated in Maryland. Subsidiaries not included in the list are omitted because, in the aggregate, they are insignificant as defined by Item 601(b)(21) of Regulation S-K.

Ashford Hospitality Trust, Inc.

Ashford Hospitality Advisors LLC

Ashford Hospitality Limited Partnership

Ashford OP General Partner LLC

Ashford OP Limited Partner LLC

Ashford Crystal Gateway LP

Ashford TRS Corporation

PIM Highland Holding LLC

PIM Highland TRS Corporation

1

EX-21.2

EXHIBIT 21.2

SPECIAL PURPOSE ENTITIES LIST AS OF DECEMBER 31, 2017

Annapolis Maryland Hotel Limited Partnership

Ashford Alpharetta Limited Partnership

Ashford Anchorage LP

Ashford Atlantic Beach LP

Ashford Austin LP

Ashford Basking Ridge LP

Ashford Bloomington LP

Ashford Bridgewater Hotel Partnership, LP

Ashford Bucks County LLC

Ashford Buena Vista LP

Ashford Buford I LP

Ashford Buford II LP

Ashford BWI Airport LP

Ashford Centerville Limited Partnership

Ashford Charlotte Limited Partnership

Ashford CM Partners LP

Ashford Coral Gables LP

Ashford Crystal City Partners LP

Ashford Crystal City Limited Partnership

Ashford Crystal Gateway LP

Ashford Dallas LP

Ashford Dulles LP

Ashford Durham I LLC

Ashford Evansville I LP

Ashford Evansville III LP

Ashford Falls Church Limited Partnership

Ashford Flagstaff LP

Ashford Irvine Spectrum Foothill Ranch Limited Partnership

Ashford Ft. Lauderdale Weston I LLC

Ashford Ft. Lauderdale Weston II LLC

Ashford Ft. Lauderdale Weston III LLC

1

Ashford Gateway TRS Corporation

Ashford Hawthorne LP

Ashford Jacksonville I LP

Ashford Jacksonville II LP

Ashford Jacksonville IV LP

Ashford Kennesaw I LP

Ashford Kennesaw II LP

Ashford Las Vegas LP

Ashford Lawrenceville LP

Ashford Lee Vista Partners LP

Ashford Louisville LP

Ashford LV Hughes Center LP

Ashford Manhattan Beach LP

Ashford Market Center LP

Ashford Minneapolis Airport LP

Ashford Mira Mesa San Diego Limited Partnership

Ashford MV San Diego LP

Ashford Newark LP

Ashford Oakland LP

Ashford Orlando Sea World Limited Partnership

Ashford Overland Park Limited Partnership

Ashford Philly LP

Ashford Phoenix Airport LP

Ashford PH Partners LP

Ashford Plano-C LP

Ashford Plano-R LP

Ashford Plymouth Meeting LP

Ashford Raleigh Limited Partnership

Ashford Richmond LP

Ashford Salt Lake Limited Partnership

Ashford San Jose LP

Ashford Santa Clara Partners LP

Ashford Santa Fe LP

Ashford Scottsdale LP

2

Ashford Tipton Lakes LP

Ashford Walnut Creek LP

CY Manchester Hotel Partners, LP

Key West Florida Hotel Limited Partnership

Minnetonka Minnesota Hotel Limited Partnership

New Beverly Hills Hotel Limited Partnership

New Clear Lake Hotel Limited Partnership

New Fort Tower I Hotel Limited Partnership

New Houston Hotel Limited Partnership

New Indianapolis Downtown Hotel Limited Partnership

Palm Beach Florida Hotel and Office Building Limited Partnership

St. Petersburg Florida Hotel Limited Partnership

Ashford Sapphire I GP LLC

Ashford Sapphire II GP LLC

Ashford Sapphire VI GP LLC

Ashford TRS CM LLC

Ashford TRS Crystal City LLC

Ashford TRS Jacksonville IV LLC

Ashford TRS Lee Vista LLC

Ashford TRS Lessee II LLC

Ashford TRS Lessee IV LLC

Ashford TRS Nickel LLC

Ashford TRS PH LLC

Ashford TRS Pool II LLC

Ashford TRS Santa Clara LLC

Ashford TRS Sapphire I LLC

Ashford TRS Sapphire II LLC

Ashford TRS Sapphire VI LLC

CY Manchester Tenant Corporation

Annapolis Hotel GP LLC

Ashford Anchorage GP LLC

Ashford CM GP LLC

Ashford Crystal City GP LLC

Ashford Crystal Gateway GP LLC

3

Ashford Jacksonville IV GP LLC

Ashford Lee Vista GP LLC

Ashford Minneapolis Airport GP LLC

Ashford MV San Diego GP LLC

Ashford Philly GP LLC

Ashford PH GP LLC

Ashford Pool II GP LLC

Ashford Santa Clara GP LLC

Ashford Senior General Partner II LLC

Ashford Senior General Partner IV LLC

Ashford Walnut Creek GP LLC

CY-CIH Manchester Parent LLC

Key West Hotel GP LLC

Minnetonka Hotel GP LLC

New Clear Lake GP LLC

New Houston GP LLC

New Indianapolis Downtown Hotel GP LLC

Palm Beach GP LLC

St. Petersburg GP LLC

Ashford Five Junior Mezz LLC

Ashford Five Senior Mezz LLC

Ashford Five Junior Holder LLC

Ashford TRS Five Junior Holder I LLC

Ashford TRS Five Junior Holder II LLC

Ashford TRS Five Junior Holder III LLC

Ashford TRS Five Junior Holder IV LLC

Ashford TRS Five Junior Holder V LLC

Ashford TRS Five Junior Mezz I LLC

Ashford TRS Five Junior Mezz II LLC

Ashford TRS Five Junior Mezz III LLC

Ashford TRS Five Junior Mezz IV LL

Ashford TRS Five Junior Mezz V LLC

Ashford TRS Five Senior Mezz I LLC

Ashford TRS Five Senior Mezz II LLC

4

Ashford TRS Five Senior Mezz III LLC

Ashford TRS Five Senior Mezz IV LLC

Ashford TRS Five Senior Mezz V LLC

Ashford TRS Five LLC

Santa Clara Tenant Corp.

Lee Vista Tenant Corp.

Crystal City Tenant Corp.

AH Tenant Corp.

Ashford TRS Nickel Senior Mezz LLC

Ashford TRS Nickel Junior Mezz LLC

Ashford Nickel Senior Mezz LLC

Ashford Nickel Junior Mezz LLC

Ashford Pool A Junior Holder LLC

Ashford Pool A Junior Mezz LLC

Ashford Pool A Senior Mezz LLC

Ashford Pool A GP LLC

Ashford TRS Pool A Junior Holder LLC

Ashford TRS Pool A Junior Mezz LLC

Ashford TRS Pool A Senior Mezz LLC

Ashford TRS Pool A LLC

Ashford Pool B Junior Holder LLC

Ashford Pool B Junior Mezz LLC

Ashford Pool B Senior Mezz LLC

Ashford Pool B GP LLC

Ashford TRS Pool B Junior Holder LLC

Ashford TRS Pool B Junior Mezz LLC

Ashford TRS Pool B Senior Mezz LLC

Ashford TRS Pool B LLC

Ashford Pool C1 Junior Holder LLC

Ashford Pool C1 Junior Mezz LLC

Ashford Pool C1 Senior Mezz LLC

Ashford Pool C1 GP LLC

Ashford TRS Pool C1 Junior Holder LLC

Ashford TRS Pool C1 Junior Mezz LLC

5

Ashford TRS Pool C1 Senior Mezz LLC

Ashford TRS Pool C1 LLC

Ashford Pool C2 Junior Holder LLC

Ashford Pool C2 Junior Mezz LLC

Ashford Pool C2 Senior Mezz LLC

Ashford Pool C2 GP LLC

Ashford TRS Pool C2 Junior Holder LLC

Ashford TRS Pool C2 Junior Mezz LLC

Ashford TRS Pool C2 Senior Mezz LLC

Ashford TRS Pool C2 LLC

Ashford Pool C3 Junior Holder LLC

Ashford Pool C3 Junior Mezz LLC

Ashford Pool C3 Senior Mezz LLC

Ashford Pool C3 GP LLC

Ashford TRS Pool C3 Junior Holder LLC

Ashford TRS Pool C3 Junior Mezz LLC

Ashford TRS Pool C3 Senior Mezz LLC

Ashford TRS Pool C3 LLC

RI-CIH Manchester Parent, LLC

RI Manchester Hotel Partners LP

RI Manchester Tenant Corporation

Ashford Ashton LP

Ashford Ashton GP LLC

Ashford TRS Ashton LLC

Ashford TRS Ashton Holder LLC

Ashford Fremont LP

Ashford Fremont GP LLC

Ashford TRS Fremont LLC

Ashford Pool 1 GP LLC

Ashford TRS Pool 1 LLC

Ashford Six General Partner LLC

Ashford TRS Six LLC

Ashford Eight General Partner LLC

Ashford TRS Eight LLC

6

Ashford Lakeway LP

Ashford Lakeway GP LLC

Ashford Lakeway Mezzanine LLC

Ashford TRS Lakeway Holding LLC

Ashford TRS Lakeway LLC

Ashford Memphis GP LLC

Ashford Memphis LP

Ashford TRS Memphis LLC

HH Mezz Borrower A-4 LLC

Ashford A-3 Mezz LLC

HH Mezz Borrower A-2 LLC

HH Swap A LLC

HH Mezz Borrower G-4 LLC

Ashford G-3 Mezz LLC

HH Mezz Borrower G-2 LLC

HH Swap G LLC

HH Swap C-1 LLC

HH Swap C LLC

HH Swap F-1 LLC

HH Swap F LLC

HH Mezz Borrower D-4 LLC

Ashford D-3 Mezz LLC

HH Mezz Borrower D-2 LLC

HH Mezz Borrower D-1 LLC

HH Swap D LLC

Non-REIT GP LLC

HHC Texas GP LLC

HH FP Portfolio LLC

HH LC Portfolio LLC

HH Texas Hotel Associates, L.P.

HH Melrose Hotel Associates, L.P.

HH Churchill Hotel Associates, L.P.

HH Austin Hotel Associates, L.P.

HH DFW Hotel Associates, L.P.

7

HH Savannah LLC

HH Atlanta LLC

HH Gaithersburg LLC

HH Annapolis Holding LLC

HH Annapolis LLC

HH Baltimore LLC

HH Chicago LLC

HH San Antonio LLC

HH Palm Springs LLC

HH Tampa Westshore LLC

HH Princeton LLC

PIM Boston Back Bay LLC

PIM Nashville LLC

PIM TRS Nashville LLC

PIM TRS Boston Back Bay LLC

HHC TRS Princeton LLC

HHC TRS Savannah LLC

HHC TRS Atlanta LLC

HHC TRS FP Portfolio LLC

HHC TRS LC Portfolio LLC

HHC TRS Baltimore LLC

HHC TRS Baltimore II LLC

HHC TRS Melrose LLC

HHC TRS Highland LLC

HHC TRS Chicago LLC

HHC TRS Austin LLC

HHC TRS Portsmouth LLC

HHC TRS Tampa LLC

Ashford Le Pavillon Senior Mezz LLC

Ashford Le Pavillon GP LLC

Ashford Le Pavillon LP

Ashford TRS Le Pavillon Senior Mezz LLC

Ashford TRS Le Pavillon LLC

Ashford Phoenix Airport North LP

8

Ashford Phoenix Airport North GP LLC

Ashford TRS Phoenix Airport North LLC

Ashford Stillwater LP

Ashford Stillwater GP LLC

Ashford TRS Stillwater LLC

Ashford Columbus Easton LP

Ashford Columbus Easton GP LLC

Ashford TRS Columbus Easton LLC

Ashford Wichita LP

Ashford Wichita GP LLC

Ashford TRS Wichita LLC

Ashford Pittsburgh Southpointe LP

Ashford Pittsburgh Southpointe GP LLC

Ashford TRS Pittsburgh Southpointe LLC

Ashford Pittsburgh Meadowlands LP

Ashford Pittsburgh Meadowlands GP LLC

Ashford TRS Pittsburgh Meadowlands LLC

Ashford Pittsburgh Waterfront LP

Ashford Pittsburgh Waterfront GP LLC

Ashford TRS Pittsburgh Waterfront LLC

Ashford Boston Billerica LP

Ashford Boston Billerica GP LLC

Ashford TRS Boston Billerica LLC

Ashford Ann Arbor LP

Ashford Ann Arbor GP LLC

Ashford TRS Ann Arbor LLC

Ashford RB Senior Mezz LLC

Ashford RB Junior Mezz LLC

Ashford AA Senior Mezz LLC

Ashford TRS RB Senior Mezz LLC

Ashford TRS RB Junior Mezz LLC

Ashford TRS AA Senior Mezz LLC

Ashford Downtown Atlanta LP

Ashford Downtown Atlanta GP LLC

9

Ashford Downtown Atlanta Senior Mezz LLC

Ashford TRS Downtown Atlanta Senior Mezz LLC

Ashford TRS Downtown Atlanta LLC

Ashford Chambers LP

Ashford Chambers GP LLC

Ashford TRS Chambers LLC

Ashford Wisconsin Dells LP

Ashford Wisconsin Dells GP LLC

Ashford TRS Wisconsin Dells LLC

Ashford Atlanta Peachtree LP

Ashford Atlanta Peachtree GP LLC

Ashford TRS Atlanta Peachtree LLC

Ashford Foshay LP

Ashford Foshay GP LLC

Ashford Foshay Senior Mezz LLC

Ashford TRS Foshay Senior Mezz LLC

Ashford TRS Foshay LLC

Ashford Ten Senior Mezz LLC

Ashford Ten Junior Mezz LLC

Ashford TRS Ten Senior Mezz LLC

Ashford TRS Ten Junior Mezz LLC

Ashford Bloomington GP LLC

Ashford Evansville I GP LLC

Ashford Evansville III GP LLC

Ashford Jacksonville I GP LLC

Ashford TRS Bloomington LLC

Ashford TRS Evansville I LLC

Ashford TRS Evansville III LLC

Ashford TRS Jacksonville I LLC

Ashford Senior M1 Mezz LLC

Ashford Junior M1 Mezz LLC

Ashford TRS Senior M1 Mezz LLC

Ashford TRS Junior M1 Mezz LLC

Ashford Austin GP LLC

10

Ashford Dallas GP LLC

Ashford Las Vegas GP LLC

Ashford TRS Austin LLC

Ashford TRS Dallas LLC

Ashford TRS Las Vegas LLC

Ashford Senior M2 LLC

Ashford Junior M2 LLC

Ashford TRS Senior M2 LLC

Ashford TRS Junior M2 LLC

Ashford 18 M3 LLC

Ashford 18 M2 LLC

Ashford 18 M1 LLC

Ashford TRS 18 M3 LLC

Ashford TRS 18 M2 LLC

Ashford TRS 18 M1 LLC

11

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

Ashford Hospitality Trust, Inc. and subsidiaries

Dallas, Texas

We hereby consent to the incorporation by reference in the Registration Statements on Form S-­3 (No. 333-118746, No. 333-124105, No. 333-125423, No. 333-204235, No. 333-211837 and No. 333-220459) and Form S­-8 (No. 333-164428, No. 333-174448, No. 333-108335, No. 333-132440, No. 333-202729 and No. 333-218887) of Ashford Hospitality Trust, Inc. and subsidiaries of our reports dated March 14, 2018, relating to the consolidated financial statements and financial statement schedule, and the effectiveness of Ashford Hospitality Trust Inc. and subsidiaries’ internal control over financial reporting, which appear in this Form 10-K.

/s/ BDO USA LLP

Dallas, Texas

March 14, 2018

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Douglas A. Kessler, certify that:

1. I have reviewed this Annual Report on Form 10-K of Ashford Hospitality Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2018

/s/ DOUGLAS A. KESSLER

Douglas A. Kessler

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Deric S. Eubanks, certify that:

1. I have reviewed this Annual Report on Form 10-K of Ashford Hospitality Trust, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: March 14, 2018

/s/ DERIC S. EUBANKS

Deric S. Eubanks

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Ashford Hospitality Trust, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas A. Kessler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 14, 2018

/s/ DOUGLAS A. KESSLER

Douglas A. Kessler

President and Chief Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Ashford Hospitality Trust, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Deric S. Eubanks, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 14, 2018

/s/ DERIC S. EUBANKS

Deric S. Eubanks

Chief Financial Officer

XML

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Mar. 12, 2018	Jun. 30, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	ASHFORD HOSPITALITY TRUST INC
Entity Central Index Key	0001232582
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Amendment Flag	false
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 556,556
Entity Common Stock, Shares Outstanding		97,379,879

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Assets
Investments in hotel properties, net	$ 4,035,915	$ 4,160,563
Cash and cash equivalents	354,805	347,091
Restricted cash	116,787	144,014
Marketable securities	26,926	53,185
Accounts receivable, net of allowance of $770 and $690, respectively	44,257	44,629
Inventories	4,244	4,530
Investment in unconsolidated entities	2,955	58,779
Deferred costs, net	2,777	2,846
Prepaid expenses	19,269	17,578
Derivative assets, net	2,010	3,614
Other assets	14,152	11,718
Intangible asset, net	9,943	10,061
Due from third-party hotel managers	17,387	13,348
Assets held for sale	18,423	19,588
Total assets	4,669,850	4,891,544
Liabilities:
Indebtedness, net	3,696,300	3,723,559
Accounts payable and accrued expenses	132,401	126,986
Dividends payable	25,045	24,765
Unfavorable management contract liabilities	0	1,380
Due to related party, net	1,067	1,001
Due to third-party hotel managers	2,431	2,714
Intangible liabilities, net	15,839	16,195
Other liabilities	18,376	16,548
Liabilities related to assets held for sale	13,977	37,047
Total liabilities	3,920,582	3,966,399
Commitments and contingencies (note 12)
Redeemable noncontrolling interests in operating partnership	116,122	132,768
Equity:
Common stock, $0.01 par value, 400,000,000 shares authorized, 97,409,113 and 96,376,827 shares issued and outstanding at December 31, 2017 and 2016, respectively	974	964
Additional paid-in capital	1,784,997	1,764,450
Accumulated deficit	(1,153,697)	(974,015)
Total stockholders’ equity of the Company	632,500	791,621
Noncontrolling interests in consolidated entities	646	756
Total equity	633,146	792,377
Total liabilities and equity	4,669,850	4,891,544
Series A Cumulative Preferred Stock, 0 and 1,657,206 shares issued and outstanding at December 31, 2017 and 2016, respectively
Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized:	0	17
Series D Cumulative Preferred Stock, 2,389,393 and 9,468,706 shares issued and outstanding at December 31, 2017 and 2016, respectively
Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized:	24	95
Series F Cumulative Preferred Stock, 4,800,000 shares issued and outstanding at December 31, 2017 and 2016
Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized:	48	48
Series G Cumulative Preferred Stock, 6,200,000 shares issued and outstanding at December 31, 2017 and 2016
Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized:	62	62
Series H Cumulative Preferred Stock, 3,800,000 and 0 shares issued and outstanding at December 31, 2017 and 2016, respectively
Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized:	38	0
Series I Cumulative Preferred Stock, 5,400,000 and 0 shares issued and outstanding at December 31, 2017 and 2016, respectively
Equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized:	54	0
Ashford Inc. [Member]
Liabilities:
Due to affiliates	15,146
Ashford Prime OP [Member]
Liabilities:
Due to affiliates	$ 0	$ 488

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Allowance for doubtful accounts receivable	$ 770	$ 690
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	200,000,000
Common stock, shares issued (in shares)	97,409,113	96,376,827
Common stock, shares outstanding (in shares)	97,409,113	96,376,827
Series A Preferred Stock [Member]
Preferred stock, shares issued (in shares)	0	1,657,206
Preferred stock, shares outstanding (in shares)	0	1,657,206
Series D Preferred Stock [Member]
Preferred stock, shares issued (in shares)	2,389,393	9,468,706
Preferred stock, shares outstanding (in shares)	2,389,393	9,468,706
Series F Preferred Stock [Member]
Preferred stock, shares issued (in shares)	4,800,000	4,800,000
Preferred stock, shares outstanding (in shares)	4,800,000	4,800,000
Series G Preferred Stock [Member]
Preferred stock, shares issued (in shares)	6,200,000	6,200,000
Preferred stock, shares outstanding (in shares)	6,200,000	6,200,000
Series H Preferred Stock [Member]
Preferred stock, shares issued (in shares)	3,800,000	0
Preferred stock, shares outstanding (in shares)	3,800,000	0
Series I Preferred Stock [Member]
Preferred stock, shares issued (in shares)	5,400,000	0
Preferred stock, shares outstanding (in shares)	5,400,000	0

XML

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Revenue
Rooms	$ 1,143,135	$ 1,180,199	$ 1,059,012
Food and beverage	234,777	253,211	227,099
Other	58,204	56,891	48,699
Total hotel revenue	1,436,116	1,490,301	1,334,810
Other	3,154	1,742	2,156
Total revenue	1,439,270	1,492,043	1,336,966
Hotel operating expenses:
Rooms	248,643	255,317	231,614
Food and beverage	161,683	172,530	153,340
Other expenses	444,322	455,818	405,896
Management fees	52,653	54,734	49,394
Total hotel expenses	907,301	938,399	840,244
Property taxes, insurance and other	73,579	73,457	65,301
Depreciation and amortization	246,731	243,863	210,410
Impairment charges	10,153	17,816	19,511
Transaction costs	14	77	6,252
Advisory services fee	53,199	54,361	43,023
Corporate, general and administrative	13,288	8,366	14,310
Total expenses	1,304,265	1,336,339	1,199,051
Operating income (loss)	135,005	155,704	137,915
Equity in earnings (loss) of unconsolidated entities	(5,866)	(6,110)	(6,831)
Interest income	2,202	331	90
Gain (loss) on acquisition of PIM Highland JV and sale of hotel properties	14,030	31,599	380,752
Other income (expense)	(3,422)	(4,517)	(864)
Interest expense and amortization of premiums and loan costs	(222,631)	(223,967)	(187,514)
Write-off of loan costs and exit fees	(2,845)	(12,702)	(5,750)
Unrealized gain (loss) on marketable securities	(4,649)	4,946	127
Unrealized gain (loss) on derivatives	(2,802)	(2,534)	(7,402)
Income (loss) from continuing operations before income taxes	(90,978)	(57,250)	310,523
Income tax benefit (expense)	2,218	(1,532)	(4,710)
Income (loss) from continuing operations	(88,760)	(58,782)	305,813
Gain (loss) on sale of hotel properties, net of tax	0	0	599
Net income (loss)	(88,760)	(58,782)	306,412
(Income) loss from consolidated entities attributable to noncontrolling interests	110	14	30
Net (income) loss attributable to redeemable noncontrolling interests in operating partnership	21,642	12,483	(35,503)
Net income (loss) attributable to the Company	(67,008)	(46,285)	270,939
Preferred dividends	(44,761)	(36,272)	(33,962)
Extinguishment of issuance costs upon redemption of preferred stock	(10,799)	(6,124)	0
Net income (loss) available to common stockholders	$ (122,568)	$ (88,681)	$ 236,977
Basic:
Income (loss) from continuing operations attributable to common stockholders (in dollars per share)	$ (1.30)	$ (0.95)	$ 2.43
Income (loss) from discontinued operations attributable to common stockholders (in dollars per share)	0.00	0.00	0.00
Net income (loss) attributable to common stockholders (in dollars per share)	$ (1.30)	$ (0.95)	$ 2.43
Weighted average common shares outstanding – basic (in shares)	95,207	94,426	96,290
Diluted:
Income (loss) from continuing operations attributable to common stockholders (in dollars per share)	$ (1.30)	$ (0.95)	$ 2.35
Income (loss) from discontinued operations attributable to common stockholders (in dollars per share)	0.00	0.00	0.00
Net income (loss) attributable to common stockholders (in dollars per share)	$ (1.30)	$ (0.95)	$ 2.35
Weighted average common shares outstanding – diluted (in shares)	95,207	94,426	114,881
Dividends declared per common share (in shares)	$ 0.48	$ 0.48	$ 0.48

XML

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ (88,760)	$ (58,782)	$ 306,412
Other comprehensive income (loss), net of tax:
Reclassification to interest expense	0	0	0
Total other comprehensive income (loss)	0	0	0
Total comprehensive income (loss)	(88,760)	(58,782)	306,412
Comprehensive (income) loss attributable to noncontrolling interests in consolidated entities	110	14	30
Comprehensive (income) loss attributable to redeemable noncontrolling interests in operating partnership	21,642	12,483	(35,503)
Comprehensive income (loss) attributable to the Company	$ (67,008)	$ (46,285)	$ 270,939

XML

Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Ashford Prime OP [Member]	Common Stock [Member]	Series A Preferred Stock [Member]	Series D Preferred Stock [Member]	Series E Preferred Stock [Member]	Series F Preferred Stock [Member]	Series G Preferred Stock [Member]	Series H Preferred Stock [Member]	Series I Preferred Stock [Member]	Restricted Stock and Restricted Stock Units (RSUs) [Member]	Preferred Stock [Member]	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series D Preferred Stock [Member]	Preferred Stock [Member] Series E Preferred Stock [Member]	Preferred Stock [Member] Series F Preferred Stock [Member]	Preferred Stock [Member] Series G Preferred Stock [Member]	Preferred Stock [Member] Series H Preferred Stock [Member]	Preferred Stock [Member] Series I Preferred Stock [Member]	Common Stock [Member]	Common Stock [Member] Common Stock [Member]	Common Stock [Member] Restricted Stock and Restricted Stock Units (RSUs) [Member]	Additional Paid-in Capital	Additional Paid-in Capital Ashford Prime OP [Member]	Additional Paid-in Capital Common Stock [Member]	Additional Paid-in Capital Restricted Stock and Restricted Stock Units (RSUs) [Member]	Accumulated Deficit	Accumulated Deficit Common Stock [Member]	Accumulated Deficit Series A Preferred Stock [Member]	Accumulated Deficit Series D Preferred Stock [Member]	Accumulated Deficit Series E Preferred Stock [Member]	Accumulated Deficit Series F Preferred Stock [Member]	Accumulated Deficit Series G Preferred Stock [Member]	Accumulated Deficit Series H Preferred Stock [Member]	Accumulated Deficit Series I Preferred Stock [Member]	Noncontrolling Interests in Consolidated Entities	Redeemable Noncontrolling Interest in Operating Partnership	Redeemable Noncontrolling Interest in Operating Partnership Ashford Prime OP [Member]	Redeemable Noncontrolling Interest in Operating Partnership Common Stock [Member]	Redeemable Noncontrolling Interest in Operating Partnership Restricted Stock and Restricted Stock Units (RSUs) [Member]
Beginning balance (in shares) at Dec. 31, 2014													1,657	9,469	4,630	0	0	0	0	89,440
Beginning balance at Dec. 31, 2014	$ 532,433												$ 17	$ 95	$ 46	$ 0	$ 0	$ 0	$ 0	$ 894			$ 1,580,904				$ (1,050,323)									$ 800	$ 177,064
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchases of common stock (in shares)																				(5,803)
Purchases of common stock	(52,292)																			$ (57)			(52,235)
Equity-based compensation	2,054																						2,054														1,416
Forfeiture of restricted shares (in shares)																				(20)
Forfeiture of restricted shares	17																						17
Issuance of stock (in shares)																					10,530	1,183
Issuance of stock			$ 110,870								$ 0										$ 105	$ 12			$ 110,765	$ (12)														$ 35
Dividends			(47,190)	$ (3,542)	$ (20,002)	$ (10,418)														$ (46,498)								$ (47,190)	$ (3,542)	$ (20,002)	$ (10,418)
Distributions to noncontrolling interests	0	$ (45,843)																						$ (45,843)													(10,919)	$ (9,790)
Redemption of operating partnership units for sale of hotel property	1,545																				$ 1				1,544												(1,545)
Redemption/conversion of operating partnership units (in shares)																					141
Redemption value adjustment	73,315																										73,315										(73,315)
Net income (loss)	270,939																										270,939
(Income) loss from consolidated entities attributable to noncontrolling interests	(30)																																			(30)
Net income (loss) excluding redeemable noncontrolling interests	270,909
Net loss attributable to redeemable noncontrolling interests in operating partnership	35,503																																				35,503
Ending balance at Dec. 31, 2015	811,856												$ 17	$ 95	$ 46	$ 0	$ 0	$ 0	$ 0	$ 955			1,597,194				(787,221)									770	118,449
Ending balance (in shares) at Dec. 31, 2015													1,657	9,469	4,630	0	0	0	0	95,471
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchases of common stock (in shares)																				(124)
Purchases of common stock	(729)																			$ (1)			(728)
Equity-based compensation	5,746																						5,746														3,926
Forfeiture of restricted shares (in shares)																				(47)
Forfeiture of restricted shares	0
Issuance of stock (in shares)																4,800	6,200					862
Issuance of stock											0	$ 265,620				$ 48	$ 62					$ 8	265,510			(8)														66
Redemption of preferred shares (in shares)															(4,630)
Redemption of preferred shares												$ (115,750)			$ (46)								(109,580)				(6,124)
Dividends			(46,292)	(3,542)	(20,002)	$ (6,280)	$ (4,130)	$ (2,318)												$ (45,388)								(46,292)	(3,542)	(20,002)	$ (6,280)	$ (4,130)	$ (2,318)
Distributions to noncontrolling interests	0																																				(10,988)
Redemption of operating partnership units for sale of hotel property	4,718																						4,718														(16,423)
Redemption/conversion of operating partnership units (in shares)																					215
Redemption/conversion of operating partnership units			(971)																		$ 2				$ 1,598			(2,571)											$ 971
Redemption value adjustment	(49,250)																										(49,250)										49,250
Net income (loss)	(46,285)																										(46,285)
(Income) loss from consolidated entities attributable to noncontrolling interests	(14)																																			(14)
Net income (loss) excluding redeemable noncontrolling interests	(46,299)
Net loss attributable to redeemable noncontrolling interests in operating partnership	(12,483)																																				(12,483)
Ending balance at Dec. 31, 2016	792,377												$ 17	$ 95	$ 0	$ 48	$ 62	$ 0	$ 0	$ 964			1,764,450				(974,015)									756	132,768
Ending balance (in shares) at Dec. 31, 2016													1,657	9,469	0	4,800	6,200	0	0	96,377
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Purchases of common stock (in shares)																				(203)
Purchases of common stock	(1,272)																			$ (2)			(1,270)
Equity-based compensation	7,227																						7,227														5,060
Forfeiture of restricted shares (in shares)																				(56)
Forfeiture of restricted shares	0
Issuance of stock (in shares)																		3,800	5,400			1,271
Issuance of stock	222,071										$ 0							$ 38	$ 54			$ 12	221,979			$ (12)														$ 94
Redemption of preferred shares (in shares)								(7,100)	(7,100)				(1,657)	(7,080)
Redemption of preferred shares	(218,425)												$ (17)	$ (71)									(207,538)				(10,799)
Dividends			$ (47,104)	$ (2,539)	$ (18,211)		$ (8,849)	$ (11,430)	$ (2,494)	$ (1,238)										$ (45,752)								$ (47,104)	$ (2,539)	$ (18,211)		$ (8,849)	$ (11,430)	$ (2,494)	$ (1,238)
Distributions to noncontrolling interests	0																																				(10,007)
Redemption/conversion of operating partnership units (in shares)																				20
Redemption/conversion of operating partnership units	161																						161														(161)
Redemption value adjustment	(10,010)																										(10,010)										10,010
Net income (loss)	(67,008)																										(67,008)
(Income) loss from consolidated entities attributable to noncontrolling interests	(110)																																			(110)
Net income (loss) excluding redeemable noncontrolling interests	(67,118)
Net loss attributable to redeemable noncontrolling interests in operating partnership	(21,642)																																				(21,642)
Ending balance at Dec. 31, 2017	$ 633,146												$ 0	$ 24	$ 0	$ 48	$ 62	$ 38	$ 54	$ 974			$ 1,784,997				$ (1,153,697)									$ 646	$ 116,122
Ending balance (in shares) at Dec. 31, 2017													0	2,389	0	4,800	6,200	3,800	5,400	97,409

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Cash Flows from Operating Activities
Net income (loss)	$ (88,760)	$ (58,782)	$ 306,412
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	246,731	243,863	210,410
Impairment charges	10,153	17,816	19,511
Amortization of intangibles	(238)	(156)	(167)
Recognition of deferred income	(869)	0	0
Write-off of intangibles	0	564	0
Deferred tax expense (benefit)	2,324	0	0
Bad debt expense	2,185	1,185	1,059
Equity in (earnings) loss of unconsolidated entities	5,866	6,110	6,831
Distributions of earnings from unconsolidated entities	0	0	996
(Gain) loss on acquisition of PIM Highland JV and sale of properties, net	(14,030)	(31,599)	(381,351)
Realized and unrealized (gain) loss on trading securities	3,678	(4,946)	(1,776)
Purchases of marketable securities	(54,793)	(48,239)	(96,322)
Sales of marketable securities	77,374	0	95,963
(Gain) loss on insurance settlement	0	(456)	0
Net settlement of trading derivatives	(5,035)	(5,866)	(1,106)
Payments for derivatives	0	(230)	(9,975)
Realized and unrealized (gains) losses on derivatives	7,510	6,116	9,861
Amortization of loan costs and premiums, write-off of loan costs, premiums and exit fees	14,190	34,696	23,059
Equity-based compensation	12,287	9,672	3,470
Changes in operating assets and liabilities, exclusive of effect of acquisitions and dispositions of hotel properties:
Accounts receivable and inventories	2,037	(880)	5,325
Prepaid expenses and other assets	(4,762)	(7,453)	(1,042)
Accounts payable and accrued expenses	(5,316)	1,670	(1,373)
Due to/from affiliates	0	0	3,473
Due to/from related party	944	(610)	(2,624)
Due to/from third-party hotel managers	(4,353)	9,731	8,858
Due to/from Ashford Prime OP, net	(488)	1,016	136
Due to/from Ashford Inc., net	(570)	5,860	1,654
Other liabilities	1,317	641	2,295
Net cash provided by (used in) operating activities	207,382	179,723	203,577
Cash Flows from Investing Activities
Investment in unconsolidated entity	(984)	(2,321)	0
Proceeds from payments on notes receivable	0	4,246	245
Proceeds from franchise agreement extensions	0	0	7,500
Acquisition of hotel properties and assets, net of cash and restricted cash acquired	(363)	(3,339)	(620,369)
Improvements and additions to hotel properties	(221,960)	(204,040)	(175,159)
Net proceeds from sale of assets/properties	105,267	181,754	7,650
Payments for initial franchise fees	(225)	(30)	(568)
Liquidation of U.S. AQUA Fund	50,942	0	0
Proceeds from property insurance	3,442	1,872	385
Net cash provided by (used in) investing activities	(63,881)	(21,858)	(780,316)
Cash Flows from Financing Activities
Borrowings on indebtedness	704,800	487,500	2,277,782
Repayments of indebtedness	(754,836)	(559,037)	(1,550,299)
Payments for loan costs and exit fees	(13,871)	(20,156)	(47,993)
Payments for dividends and distributions	(101,592)	(91,465)	(91,282)
Purchases of common stock	(1,272)	(729)	(52,292)
Redemption of preferred stock	(218,425)	(115,750)	0
Payments for derivatives	(871)	(199)	(2,217)
Proceeds from common stock offering	0	0	110,870
Proceeds from preferred stock offerings	222,071	265,620	0
Other	94	66	35
Net cash provided by (used in) financing activities	(163,902)	(34,150)	644,604
Net change in cash and cash equivalents	(20,401)	123,715	67,865
Cash, cash equivalents and restricted cash at beginning of year	492,473	368,758	300,893
Cash, cash equivalents and restricted cash at end of year	472,072	492,473	368,758
Supplemental Cash Flow Information
Interest paid	210,644	201,895	165,809
Income taxes paid (received), net	(253)	1,882	8,730
Supplemental Disclosure of Investing and Financing Activities
Accrued but unpaid capital expenditures	19,456	11,402	7,525
Investment in unconsolidated entity	0	0	59,338
Assumption of debt	0	0	74,320
Acquisition of land	0	0	3,100
Transfer of debt upon sale of hotel property	0	23,850	0
Redemption of operating partnership units for sale of hotel property	0	11,705	0
Supplemental Disclosure of Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents at beginning of period	347,091	215,078	215,063
Cash and cash equivalents at beginning of period included in assets held for sale	976	0	0
Restricted cash at beginning of period	144,014	153,680	85,830
Restricted cash at beginning of period included in assets held for sale	392	0	0
Cash and cash equivalents at end of period	354,805	347,091	215,078
Cash and cash equivalents at end of period included in assets held for sale	78	976	0
Restricted cash at end of period	116,787	144,014	153,680
Restricted cash at end of period included in assets held for sale	402	392	0
Cash, cash equivalents and restricted cash	$ 492,473	$ 368,758	$ 300,893

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Organization and Description of Business

12 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Organization and Description of Business

Ashford Hospitality Trust, Inc., together with its subsidiaries (“Ashford Trust”), is a real estate investment trust (“REIT”) focused on investing in full-service hotels in the upscale and upper upscale segments in domestic and international markets that have revenue per available room (“RevPAR”) generally less than twice the national average, and in all methods including direct real estate, equity, and debt. Other than Ashford Hospitality Trust, Inc.’s investment in Ashford Inc. common stock, we own our lodging investments and conduct our business through Ashford Hospitality Limited Partnership (“Ashford Trust OP”), our operating partnership. Ashford OP General Partner LLC, a wholly-owned subsidiary of Ashford Trust, serves as the sole general partner of our operating partnership. In this report, terms such as the “Company,” “we,” “us,” or “our” refer to Ashford Hospitality Trust, Inc. and all entities included in its consolidated financial statements.

We are advised by Ashford Hospitality Advisors LLC (“Ashford LLC”), a subsidiary of Ashford Inc., through an advisory agreement. All of the hotel properties in our portfolio are currently asset-managed by Ashford LLC. We do not have any employees. All of the services that might be provided by employees are provided to us by Ashford LLC.

As of December 31, 2017, we owned interests in the following assets:

• 120 consolidated hotel properties, including 118 (two which are held for sale) directly owned and two owned through a majority-owned investment in a consolidated entity, which represent 25,058 total rooms (or 25,031 net rooms excluding those attributable to our partner);

• 89 hotel condominium units at WorldQuest Resort in Orlando, Florida;

• a 28.6% ownership in Ashford Inc. common stock with a carrying value of $437,000 and a fair value of $55.6 million; and

• a 16.2% ownership in OpenKey with a carrying value of $2.5 million.

For federal income tax purposes, we have elected to be treated as a REIT, which imposes limitations related to operating hotels. As of December 31, 2017, our 120 hotel properties were leased or owned by our wholly owned subsidiaries that are treated as taxable REIT subsidiaries for federal income tax purposes (collectively, these subsidiaries are referred to as “Ashford TRS”). Ashford TRS then engages third-party or affiliated hotel management companies to operate the hotels under management contracts. Hotel operating results related to these properties are included in the consolidated statements of operations.

As of December 31, 2017, Remington Lodging & Hospitality, LLC, together with its affiliates (“Remington Lodging”), which is beneficially wholly owned by Mr. Monty J. Bennett, our Chairman, and Mr. Archie Bennett, Jr., our Chairman Emeritus, managed 82 of our 120 hotel properties and WorldQuest Resort. Third-party management companies managed the remaining hotel properties.

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

Basis of Presentation—The accompanying consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries and its majority-owned joint ventures in which it has a controlling interest. All significant inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements.

Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Trust OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP.

The following acquisitions/dispositions affect reporting comparability related to our consolidated financial statements:

Hotel Property	Location	Type	Date
Lakeway Resort & Spa	Austin, Texas	Acquisition	February 6, 2015
Memphis Marriott East	Memphis, Tennessee	Acquisition	February 25, 2015
PIM Highland JV (28.26% interest)	Various	Acquisition	March 6, 2015
Hampton Inn & Suites	Gainesville, Florida	Acquisition	April 29, 2015
Le Pavillon Hotel	New Orleans, Louisiana	Acquisition	June 3, 2015
9-hotel portfolio	Various	Acquisition	June 17, 2015
W Atlanta Downtown	Atlanta, Georgia	Acquisition	July 1, 2015
Le Meridien Minneapolis	Minneapolis, Minnesota	Acquisition	July 23, 2015
Hilton Garden Inn - Wisconsin Dells	Wisconsin Dells, Wisconsin	Acquisition	August 5, 2015
Hotel Indigo Atlanta	Atlanta, Georgia	Acquisition	October 15, 2015
W Minneapolis Foshay	Minneapolis, Minnesota	Acquisition	November 10, 2015
5-hotel portfolio	Various	Disposition	June 1, 2016
Hampton Inn & Suites	Gainesville, Florida	Disposition	September 1, 2016
SpringHill Suites Gaithersburg	Gaithersburg, Maryland	Disposition	October 1, 2016
2-hotel portfolio	Palm Desert, California	Disposition	October 7, 2016
Renaissance	Portsmouth, VA	Disposition	February 1, 2017
Embassy Suites	Syracuse, NY	Disposition	March 6, 2017
Crowne Plaza Ravinia	Atlanta, GA	Disposition	June 29, 2017

Use of Estimates—The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents—Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase.

Restricted Cash—Restricted cash includes reserves for debt service, real estate taxes, and insurance, as well as excess cash flow deposits and reserves for furniture, fixtures, and equipment replacements of approximately 4% to 6% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. We early adopted Accounting Standards Updates (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash effective January 1, 2017. See discussion in recently adopted accounting standards below.

Accounts Receivable—Accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. We generally do not require collateral. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed adequate to absorb estimated receivable losses. The estimate is based on past receivable loss experience, known and inherent credit risks, current economic conditions, and other relevant factors, including specific reserves for certain accounts.

Inventories—Inventories, which primarily consist of food, beverages, and gift store merchandise, are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method.

Investments in Hotel Properties, net—Hotel properties are generally stated at cost. However, four hotel properties contributed upon Ashford Trust’s formation in 2003 are stated at the predecessor’s historical cost, net of impairment charges, if any, plus a partial step-up related to the acquisition of noncontrolling interests from third parties associated with certain of these properties. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at the predecessor’s historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the entities. All improvements and additions that extend the useful life of the hotel properties are capitalized.

Impairment of Investments in Hotel Properties—Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period, and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. See note 5.

Hotel Dispositions—Discontinued operations are defined as the disposal of components of an entity that represents strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We believe that individual dispositions of hotel properties do not represent a strategic shift that has (or will have) a major effect on our operations and financial results as most will not fit the definition. See note 5.

Assets Held for Sale—We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. Depreciation and amortization will cease as of the date assets have met the criteria to be deemed held for sale. See note 5.

Investments in Unconsolidated Entities—Investments in entities in which we have ownership interests ranging from 16.2% to 28.6%, at December 31, 2017, are accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entities’ net income/loss. We review the investments in our unconsolidated entities for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any impairment is recorded in equity earnings (loss) in unconsolidated entities. No such impairment was recorded for the years ended December 31, 2017, 2016 and 2015.

Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. VIE’s, as defined by authoritative accounting guidance, must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct the unconsolidated entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions.

Note Receivable—Mezzanine loan financing, classified as note receivable, represented a loan held for investment and intended to be held to maturity. Note receivable was recorded at cost, net of unamortized loan origination costs and fees, loan purchase discounts, and allowance for losses when a loan is deemed to be impaired. Premiums, discounts, and net origination fees are amortized or accreted as an adjustment to interest income using the effective interest method over the life of the loan. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received when contractually due. Payments received on impaired nonaccrual loans are recorded as adjustments to impairment charges. No interest income was recorded for the years ended December 31, 2017, 2016 and 2015. Our note receivable was paid in full on December 2, 2016.

VIEs, as defined by authoritative accounting guidance, must be consolidated by their controlling interest beneficiaries if the VIE does not effectively disperse risks among the parties involved. We no longer hold the mezzanine note receivable at December 31, 2017, which was secured by a hotel property and was subordinate to the controlling interest in the secured hotel property. Although the note receivable was considered to be a variable interest in the entity that owns the related hotel, we were not considered to be the primary beneficiary of the hotel property as a result of holding the loan. Therefore, we did not consolidate the hotel property for which we had provided financing. We will evaluate the interests in entities acquired or created in the future to determine whether such entities should be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions.

Impairment of Notes Receivable—We reviewed notes receivable for impairment each reporting period. A loan is impaired when, based on current information and events, collection of all amounts recorded as assets on the balance sheet is no longer considered probable. We apply normal loan review and underwriting procedures (as may be implemented or modified from time to time) in making that judgment.

When a loan is impaired, we measure impairment based on the present value of expected cash flows discounted at the loan’s effective interest rate against the value of the asset recorded on the balance sheet. We may also measure impairment based on a loan’s observable market price or the fair value of collateral if the loan is collateral-dependent. Loan impairments are recorded as a valuation allowance and a charge to earnings. Our assessment of impairment is based on considerable management judgment and assumptions. Our note receivable was paid in full on December 2, 2016. No impairment charges were recorded for the years ended December 31, 2016 and 2015. Valuation adjustments of $500,000 and $439,000 on previously impaired notes were credited to impairment charges for the years ended December 31, 2016 and 2015, respectively.

Marketable Securities—Marketable securities include U.S. treasury bills and publicly traded equity securities. All of these investments are recorded at fair value. Prior to our investment in the AQUA U.S. Fund, it also included put and call options in certain publicly traded equity securities. Put and call options are considered derivatives. The fair value of these investments has been determined based on the closing price as of the balance sheet date and is reported as “marketable securities” or “liabilities associated with marketable securities and other” in the consolidated balance sheets. The cost of securities sold is determined by using the high cost method. Net investment income, including interest income (expense), dividends, realized gains and losses and costs of investment, is reported as a component of “other income (expense).” Unrealized gains and losses on these investments are reported as “unrealized gain (loss) on marketable securities” in the consolidated statements of operations.

Deferred Costs, net—Debt issuance costs are reflected as a direct reduction to the related debt obligation on our consolidated balance sheets. Prior to its expiration, debt issuance costs associated with our secured revolving credit facility were presented as an asset on our consolidated balance sheets. Deferred loan costs are recorded at cost and amortized over the terms of the related indebtedness using the effective interest method. Deferred franchise fees are amortized on a straight line basis over the terms of the related franchise agreements and are presented as an asset on our consolidated balance sheets. See notes 6 and 8.

Intangible Assets and Liabilities—Intangible assets and liabilities represent the assets and liabilities recorded on certain hotel properties’ ground lease contracts that were below or above market rates at the date of acquisition. These assets and liabilities are amortized using the straight line method over the remaining terms of the respective lease contracts. See note 7.

Derivative Instruments and Hedging—We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR. Interest rate derivatives could include swaps, caps, floors, flooridors. We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. We also use credit default swaps to hedge financial and capital market risk. All of our derivatives are subject to master- netting settlement arrangements and the credit default swaps are subject to credit support annexes. For credit default swaps, cash collateral is posted by us as well as our counterparty. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. We also purchase options on Eurodollar futures as a hedge against our cash flows. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are made good.

All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. Interest rate derivatives, credit default swaps and options on futures contracts are reported as “derivative assets, net” in the consolidated balance sheets. Interest rate derivatives and futures, changes in fair value are recognized in earnings as “unrealized gain (loss) on derivatives” in the consolidated statements of operations. Accrued interest on non-hedge designated interest rate derivatives is included in “accounts receivable, net” in the consolidated balance sheets.

For non-hedge designated interest rate derivatives, credit default swaps and options on futures contracts, changes in fair value and realized gains and losses are recognized in earnings as “unrealized gain (loss) on derivatives” and “other income (expense)”, respectively, in the consolidated statements of operations.

Due to/from Related Party—Due to/from related party represents current receivables and payables resulting from transactions related to hotel management, project management and market services with a related party. Due to/from related party is generally settled within a period not exceeding one year.

Due to/from Ashford Prime OP, net—Due to/from Ashford Prime OP represents receivables and payables resulting from certain expenses. Due to/from Ashford Prime OP is generally settled within a period not exceeding one year.

Due to/from Ashford Inc.—Due to/from Ashford Inc. represents current receivables and payables resulting primarily from advisory services fee, including reimbursable expenses. Due to/from Ashford Inc., is generally settled within a period not exceeding one year.

Due to/from Third-Party Hotel Managers—Due from third-party hotel managers primarily consists of amounts due from Marriott related to cash reserves held at the Marriott corporate level related to operating, real estate taxes and other items. Due to/from third-party hotel managers also represents current receivables and payables resulting from transactions related to hotel management.

Unfavorable Management Contract Liabilities—Certain management agreements assumed in previous acquisitions had terms that were more favorable to the respective managers than typical market management agreements at the acquisition dates. As a result, we initially recorded unfavorable contract liabilities related to those management agreements totaling $23.4 million based on the present value of expected cash outflows over the initial terms of the related agreements. The unfavorable contract liabilities are amortized as reductions to incentive management fees on a straight-line basis over the initial terms of the related agreements. In evaluating unfavorable contract liabilities, our analysis involves considerable management judgment and assumptions.

Noncontrolling Interests—The redeemable noncontrolling interests in the operating partnership represent the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common unit holdings throughout the period. The redeemable noncontrolling interests in our operating partnership is classified in the mezzanine section of the consolidated balance sheets as these redeemable operating partnership units do not meet the requirements for permanent equity classification prescribed by the authoritative accounting guidance because these redeemable operating partnership units may be redeemed by the holder as described in note 13. The carrying value of the noncontrolling interests in the operating partnership is based on the greater of the accumulated historical cost or the redemption value.

The noncontrolling interests in consolidated entities represent ownership interests of 15% in two hotel properties held by one joint venture at December 31, 2017 and 2016, and is reported in equity in the consolidated balance sheets.

Net income/loss attributable to redeemable noncontrolling interests in the operating partnership and income/loss from consolidated entities attributable to noncontrolling interests in our consolidated entities are reported as deductions/additions from/to net income/loss. Comprehensive income/loss attributable to these noncontrolling interests is reported as reductions/additions from/to comprehensive income/loss.

Revenue Recognition—Hotel revenues, including room, food, beverage, and ancillary revenues such as long-distance telephone service, laundry, parking and space rentals, are recognized when services have been rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. Interest income is recognized when earned. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received when contractually due.

Other Hotel Expenses—Other hotel expenses include Internet, telephone charges, guest laundry, valet parking, and hotel-level general and administrative fees, sales and marketing expenses, repairs and maintenance, franchise fees and utility costs. They are expensed as incurred.

Advertising Costs—Advertising costs are charged to expense as incurred. For the years ended December 31, 2017, 2016 and 2015, our continuing operations incurred advertising costs of $7.5 million, $6.4 million and $5.6 million, respectively. Advertising costs related to continuing operations are included in “other” hotel expenses in the accompanying consolidated statements of operations.

Equity-Based Compensation—Stock/unit-based compensation for non-employees is accounted for at fair value based on the market price of the shares at period end in accordance with applicable authoritative accounting guidance that results in recording expense, included in “advisory services fee,” and “management fees” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Performance stock units (“PSUs”) and performance-based Long-Term Incentive Plan (“Performance LTIP”) units granted to certain executive officers are accounted for at fair value at period end based on a Monte Carlo simulation valuation model that results in recording expense, included in “advisory services fee,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Stock/unit grants to independent directors are recorded at fair value based on the market price of the shares at grant date, which amount is fully expensed as the grants of stock/units are fully vested on the date of grant.

Depreciation and Amortization—Owned hotel properties are depreciated over the estimated useful life of the assets and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives ranging from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for furniture, fixtures and equipment. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation and amortization expense and net income (loss) as well as resulting gains or losses on potential hotel sales.

Income Taxes—As a REIT, we generally are not subject to federal corporate income tax on the portion of our net income (loss) that does not relate to taxable REIT subsidiaries. However, Ashford TRS is treated as a taxable REIT subsidiary for federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to Ashford TRS using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions.

The “Income Taxes” topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2013 through 2017 remain subject to potential examination by certain federal and state taxing authorities.

Income (Loss) Per Share—Basic income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding during the period using the two-class method prescribed by applicable authoritative accounting guidance. Diluted income (loss) per common share is calculated using the two-class method, or the treasury stock method, if more dilutive. Diluted income (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share.

Recently Adopted Accounting Standards—In March 2016, the FASB issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”), which simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017, and the adoption of this standard did not have any impact on our financial position, results of operations or cash flows.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017 on a retrospective basis. The adoption of this standard resulted in the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows for all periods presented. As a result, for the years ended December 31, 2016 and 2015, net cash provided by operating activities increased $4.7 million and $5.4 million, respectively. Net cash used in investing activities increased $13.9 million for the year ended December 31, 2016 and decreased $73.2 million for the year ended December 31, 2015. Our beginning-of-period cash, cash equivalents and restricted cash increased $144.0 million, $153.7 million and $85.8 million in 2017, 2016 and 2015, respectively.

Recently Issued Accounting Standards—In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which defers the effective date to fiscal periods beginning after December 15, 2017. The standard permits the use of either the full retrospective or cumulative effect (modified retrospective) transition method. Based on our assessment of this standard, it will not materially affect the amount or timing of revenue recognition for revenues from room, food and beverage, and other hotel level sales. Additionally, we have historically disposed of hotel properties for cash sales with no contingencies and no future involvement in the hotel operations, therefore, ASU No. 2014-09 will not impact the recognition of hotel sales. We have selected the modified retrospective method. We continue to evaluate the related disclosure requirements.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. ASU 2016-01 provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. It also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain provisions of ASU 2016-01 are eligible for early adoption. We do not expect that ASU 2016-01 will have a material impact on our consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The accounting for leases under which we are the lessor remains largely unchanged. While we are currently in the initial stages of assessing the impact that ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact to our consolidated financial statements upon adoption will be the recognition, on a discounted basis, of our future minimum rentals due under our hotel ground leases and other noncancelable leases on our consolidated balance sheets resulting in the recording of ROU assets and lease obligations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments -Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. We are currently evaluating the impact that ASU 2016-13 will have on the consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. While we are currently evaluating the potential impact of the standard, we currently expect that certain future hotel acquisitions may be considered asset acquisitions rather than business combinations, which would affect capitalization of acquisitions costs (such costs are expensed for business combinations and capitalized for asset acquisitions).

In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets(ASU “2017-05”), which clarifies the scope of Accounting Standard Codification (“ASC”) Subtopic 610-20,Other Income-Gains and Losses from the Derecognition of Nonfinancial Assetsand adds guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for fiscal years beginning after December 15, 2017.Early adoption is permitted. An entity may elect to apply ASU 2017-05 under a retrospective or modified retrospective approach. We are evaluating the impact that ASU 2017-05 will have on our consolidated financial statements and related disclosures.

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Investment in Hotel Properties

12 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Investments in Hotel Properties

Investments in Hotel Properties

Investments in hotel properties consisted of the following (in thousands):

	December 31,
	2017			2016
Land	$	653,293		$	663,013
Buildings and improvements	3,895,112			3,913,377
Furniture, fixtures and equipment	468,420			434,091
Construction in progress	35,273			32,525
Condominium properties	12,196			11,558
Total cost	5,064,294			5,054,564
Accumulated depreciation	(1,028,379		)	(894,001		)
Investments in hotel properties, net	$	4,035,915		$	4,160,563

The cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes was approximately $4.1 billion and $3.4 billion as of December 31, 2017 and 2016.

For the years ended December 31, 2017, 2016 and 2015, we recognized depreciation expense of $246.0 million, $243.6 million and $210.1 million, respectively.

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Investment in Unconsolidated Entities

12 Months Ended

Dec. 31, 2017

Equity Method Investments and Joint Ventures [Abstract]

Investment in Unconsolidated Entities

Investment in Unconsolidated Entities

Ashford Inc.

As of December 31, 2017, we held approximately 598,000 shares of Ashford Inc. common stock, which represented an approximate 28.6% ownership interest, with a carrying value of approximately $437,000 and a fair value of $55.6 million.

The following tables summarize the condensed balance sheets and our ownership interest in Ashford Inc. as of December 31, 2017 and 2016, and the condensed statements of operations and our equity in earnings (loss) of Ashford Inc. for the years ended December 31, 2017, 2016 and 2015 (in thousands):

Ashford Inc.

Condensed Balance Sheets

	December 31, 2017		December 31, 2016
Total assets	$	114,810	$	129,797
Total liabilities	78,742		38,168
Redeemable noncontrolling interests	5,111		1,480
Total stockholders’ equity of Ashford Inc.	30,185		37,377
Noncontrolling interests in consolidated entities	772		52,772
Total equity	30,957		90,149
Total liabilities and equity	$	114,810	$	129,797
Our ownership interest in Ashford Inc.	$	437	$	5,873

Ashford Inc.

Condensed Statements of Operations

	Year Ended December 31,
	2017			2016			2015
Total revenue	$	81,573		$	67,607		$	58,981
Total expenses	(92,095		)	(70,064		)	(60,332		)
Operating income (loss)	(10,522		)	(2,457		)	(1,351		)
Realized and unrealized gain (loss) on investment in unconsolidated entity, net	—			(1,460		)	(2,141		)
Realized and unrealized gain (loss) on investments, net	(91		)	(7,787		)	(7,600		)
Other income (expense)	142			81			1,114
Income tax benefit (expense)	(9,723		)	(780		)	(2,066		)
Net income (loss)	(20,194		)	(12,403		)	(12,044		)
(Income) loss from consolidated entities attributable to noncontrolling interests	358			8,860			10,852
Net (income) loss attributable to redeemable noncontrolling interests	1,484			1,147			2
Net income (loss) attributable to Ashford Inc.	$	(18,352	)	$	(2,396	)	$	(1,190	)
Our equity in earnings (loss) of Ashford Inc.	$	(5,437	)	$	(743	)	$	(483	)

AQUA U.S. Fund

In June 2015, for consideration of certain marketable securities, we obtained a 52.4% ownership interest in the AQUA U.S. Fund. The AQUA U.S. Fund was managed by Ashford Investment Management, LLC (“AIM”), an indirect subsidiary of Ashford Inc. The AQUA U.S. Fund was consolidated by Ashford Inc. During the first quarter of 2017, we liquidated our investment in the AQUA U.S. Fund subject to a 5% hold back of $2.6 million, which was received during the second quarter of 2017. Our ownership interest in the AQUA U.S. Fund was $50.9 million at December 31, 2016. For the years ended December 31, 2017, 2016 and 2015 our equity in earnings (loss) was $52,000, $(5.1) million and $(3.4) million, respectively.

OpenKey

During the years ended December 31, 2017 and 2016, the Company made investments totaling $1.0 million and $2.3 million, respectively, in OpenKey, which is controlled and consolidated by Ashford Inc., for a 13.3% ownership interest. Our investment is recorded as a component of “investment in unconsolidated entities” in our consolidated balance sheet and is accounted for under the equity method of accounting as we have been deemed to have significant influence over the entity under the applicable accounting guidance. As of December 31, 2017, our 16.2% ownership interest had a carrying value of $2.5 million. For the years ended December 31, 2017 and 2016, our equity in loss of the unconsolidated entity was $481,000 and $305,000, respectively.

Ashford Prime

In July 2015, we announced that our board of directors declared the distribution (1) to our stockholders of approximately 4.1 million shares of common stock of Ashford Hospitality Prime, Inc. (“Ashford Prime”) to be received by us upon redemption of common units of Ashford Hospitality Prime Limited Partnership, the operating partnership of Ashford Prime (“Ashford Prime OP”) and (2) to the common unitholders of Ashford Trust OP of our remaining common units of Ashford Prime OP. The distribution occurred on July 27, 2015. As a result of the distribution, we no longer retain an interest in Ashford Prime. The previously deferred gain of $599,000 from the sale of the Pier House Resort in March 2014 was recognized during the year ended December 31, 2015.

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Hotel Dispositions, Assets Held for Sale and Impairment Charges

12 Months Ended

Dec. 31, 2017

Discontinued Operations and Disposal Groups [Abstract]

Hotel Dispositions, Assets Held for Sale and Impairment Charges

Hotel Dispositions, Assets Held for Sale and Impairment Charges

Hotel Dispositions

On June 1, 2016, the Company sold the Noble Five Hotels, a 5-hotel portfolio of select-service hotel properties for approximately $142.0 million in cash. The sale resulted in a gain of $22.8 million for the year ended December 31, 2016 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations. The portfolio is comprised of the Courtyard Edison in Edison, New Jersey; the Residence Inn Buckhead in Atlanta, Georgia; the Courtyard Lake Buena Vista, the Fairfield Inn Lake Buena Vista and the SpringHill Suites Lake Buena Vista in Orlando, Florida.

On September 1, 2016, the Company sold the Hampton Inn Gainesville for approximately $26.5 million in cash. The sale resulted in a gain of $1.6 million for the year ended December 31, 2016 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations.

On October 1, 2016, the Company sold the SpringHill Suites in Gaithersburg, Maryland for approximately $13.2 million. The consideration received from the sale was a combination of cash and approximately 2.0 million Class B common units of the Company’s operating partnership. The Class B operating partnership units were redeemed at a price of $5.74 per unit, or a price of $6.05 per common share after taking into account the current conversion factor. The Company also paid off approximately $10.4 million of debt associated with the hotel property. The sale resulted in a loss of $223,000 for the year ended December 31, 2016 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations (see impairment discussion below).

On October 7, 2016, the Company sold the Courtyard and Residence Inn in Palm Desert, California for $36.0 million. The consideration received from the sale was a combination of cash and assumption of approximately $23.8 million of mortgage debt associated with the hotel properties. The sale resulted in a gain of $7.5 million for the year endedDecember 31, 2017 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations.

On February 1, 2017, the Company sold the Renaissance hotel in Portsmouth, Virginia (“Renaissance Portsmouth”) for approximately $9.2 million in cash. The sale resulted in a loss of $43,000 for the year endedDecember 31, 2017 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations. The Company also repaid approximately $20.2 million of debt associated with the hotel property. See note 8.

On March 6, 2017, the Company sold the Embassy Suites in Syracuse, New York (“Embassy Suites Syracuse”) for approximately $8.8 million in cash. The sale resulted in a loss of $40,000 for the year endedDecember 31, 2017 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations. The Company also repaid approximately $20.6 million of debt associated with the hotel property. See note 8.

On June 29, 2017, the Company sold the Crowne Plaza Ravinia in Atlanta, Georgia for approximately $88.7 million in cash. The sale resulted in a gain of $14.1 million for the year endedDecember 31, 2017 and is included in “gain (loss) on acquisition of PIM Highland JV and sale of hotel properties” in the consolidated statements of operations. The Company also repaid approximately $78.7 million of debt associated with the hotel property. See note 8.

We included the results of operations for these hotel properties through the date of disposition in net income (loss) as shown in the consolidated statements of operations for the years ended December 31, 2017, 2016 and 2015, respectively. The following table includes condensed financial information from these hotel properties (in thousands):

	Year Ended December 31,
	2017			2016			2015
Total hotel revenue	$	12,447		$	77,808		$	100,973
Total hotel operating expenses	(10,064		)	(51,750		)	(65,874		)
Operating income (loss)	2,383			26,058			35,099
Property taxes, insurance and other	(616		)	(3,805		)	(5,278		)
Depreciation and amortization	(2,588		)	(11,891		)	(17,008		)
Impairment charges	—			(18,316		)	(2,817		)
Gain (loss) on sale of hotel properties	14,030			31,713			—
Interest expense and amortization of loan costs	(2,361		)	(10,456		)	(13,150		)
Write-off of loan costs and exit fees	(98		)	(5,076		)	—
Income (loss) before income taxes	10,750			8,227			(3,154		)
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership	(1,668		)	(1,153		)	421
Income (loss) before income taxes attributable to the Company	$	9,082		$	7,074		$	(2,733	)

Impairment Charges and Insurance Recoveries

In August and September 2017, twenty-four of our hotel properties in Texas and Florida were impacted by the effects of Hurricanes Harvey and Irma. The Company holds insurance policies that provide coverage for property damage and business interruption after meeting certain deductibles at all of its hotel properties. During 2017, the Company recognized impairment charges, net of anticipated insurance recoveries of $2.0 million. Additionally, the Company recognized remediation and other costs, net of anticipated insurance recoveries of $2.8 million, included primarily in other hotel operating expenses. As of December 31, 2017, the Company has recorded an insurance receivable of $267,000, net of deductibles of $4.8 million, included in “accounts receivable, net” on our consolidated balance sheet, related to the anticipated insurance recoveries. During the year ended December 31, 2017, the Company received proceeds of $612,000 for business interruption losses associated with lost profits, which has been recorded as “other” hotel revenue in our consolidated statement of operations, in excess of the deductible of $366,000. The Company will not record an insurance recovery receivable for business interruption losses associated with lost profits until the amount for such recoveries is known and the amount is realizable.

Additionally, in 2017 we recorded impairment charges of $8.2 million related to two hotel properties. The impairment charges occurred at the SpringHill Suites in Centreville, Virginia (“SpringHill Suites Centreville”) and the SpringHill Suites in Glen Allen, Virginia (“SpringHill Suites Glen Allen”) in the amounts of $4.7 million and $3.5 million, respectively. The impairment charges were based on methodologies discussed in note 2, which are considered Level 3 valuation techniques. The hotel properties are currently held for sale. See discussion below.

In 2016 we recorded impairment charges of $18.3 million related to three hotel properties. The impairment charges occurred at the SpringHill Suites Gaithersburg, Embassy Suites Syracuse and the Renaissance Portsmouth in the amounts of $5.0 million, $4.1 million and $9.2 million, respectively. The impairment charges were based on methodologies discussed in note 2, which are considered Level 3 valuation techniques. On October 1, 2016, the Company completed the sale of the SpringHill Suites Gaithersburg for approximately $13.2 million.

We recorded an impairment charge of $19.9 million related to two hotel properties in the second quarter of 2015. The impairment charges occurred at the Residence Inn in Las Vegas, Nevada and the SpringHill Suites in Gaithersburg, Maryland, in the amounts of $17.1 million and $2.8 million, respectively. The impairment charges were based on methodologies discussed in note 2, which are considered Level 3 valuation techniques. Our estimates of fair value reduced the respective carrying values of the Residence Inn in Las Vegas, Nevada and the SpringHill Suites in Gaithersburg, Maryland to $37.5 million and $15.3 million, respectively.

Assets Held For Sale

At December 31, 2017, the SpringHill Suites Centreville and the SpringHill Suites Glen Allen were classified as held for sale in the consolidated balance sheet based on methodologies discussed in note 2. Since the sale of the hotel properties does not represent a strategic shift that has (or will have) a major effect on our operations or financial results, their results of operation were not reported as discontinued operations in the consolidated financial statements. Depreciation and amortization were ceased as of the date the assets were deemed held for sale. For the year ended December 31, 2017, total revenue of $7.0 million, and net loss (excluding impairment charges discussed above) of $154,000, are included in our consolidated statements of operations. On February 20, 2018, we completed the sale of the SpringHill Suites Glen Allen for approximately $10.9 million. We expect to complete the sale of the SpringHill Suites Centreville on or about May 1, 2018.

At December 31, 2016, the Renaissance hotel in Portsmouth, Virginia (“Renaissance Portsmouth”) and the Embassy Suites in Syracuse, New York (“Embassy Suites Syracuse”) were classified as held for sale in the consolidated balance sheet based on methodologies discussed in note 2. Since the sale of the properties does not represent a strategic shift that has (or will have) a major effect on our operations or financial results, their results of operation were not reported as discontinued operations in the consolidated financial statements. Depreciation and amortization were ceased as of the date the assets were deemed held for sale. For the year ended December 31, 2016, total revenue of $18.7 million, and net income (excluding impairment charges discussed above) of $499,000, are included in our consolidated statements of operations. On February 1, 2017, we completed the sale of the Renaissance Portsmouth for approximately $9.2 million. On March 6, 2017, we completed the sale of the Embassy Suites Syracuse for approximately $8.8 million.

The major classes of assets and liabilities related to the assets held for sale included in the consolidated balance sheets were as follows (in thousands):

	December 31, 2017		December 31, 2016
Assets
Investments in hotel properties, net	$	17,732	$	17,232
Cash and cash equivalents	78		976
Restricted cash	402		392
Accounts receivable	127		305
Inventories	1		96
Deferred costs, net	—		4
Prepaid expenses	21		309
Other assets	31		274
Due from third-party hotel managers	31		—
Assets held for sale	$	18,423	$	19,588
Liabilities
Indebtedness, net	$	13,221	$	35,679
Accounts payable and accrued expenses	662		1,323
Due to related party, net	94		45
Liabilities related to assets held for sale	$	13,977	$	37,047

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Deferred Costs, net

12 Months Ended

Dec. 31, 2017

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Deferred Costs, net

Deferred Costs, net

Deferred costs, net consist of the following (in thousands):

	December 31,
	2017			2016
Deferred franchise fees	$	4,400		$	4,602
Accumulated amortization	(1,623		)	(1,752		)
	$	2,777		$	2,850
Deferred costs related to assets held for sale	—			4
Deferred costs, net	$	2,777		$	2,846

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Intangible Assets, net and Intangible Liabilities, net

12 Months Ended

Dec. 31, 2017

Intangible Assets, net and Intangible Liabilities, net [Abstract]

Intangible Assets, net and Intangible Liabilities, net

Intangible Assets, net and Intangible Liabilities, net

Intangible assets, net and intangible liabilities, net consisted of the following (in thousands):

	Intangible Assets, net						Intangible Liability, net
	December 31,						December 31,
	2017			2016			2017			2016
Cost	$	10,276		$	10,276		$	16,846		$	16,846
Accumulated amortization	(333		)	(215		)	(1,007		)	(651		)
	$	9,943		$	10,061		$	15,839		$	16,195

The intangible assets and intangible liabilities noted above represent the above-market rate leases (liability) and below-market rate leases (asset) that were determined based on the comparison of rent due under the ground lease contracts assumed in the acquisitions to market rates for the remaining duration of the lease contracts and are amortized over their respective ground lease terms with expiration dates ranging from 2024 to 2114. For the years ended December 31, 2017, 2016 and 2015, net amortization related to intangibles was a reduction in lease expense of $238,000, $156,000 and $167,000, respectively.

In connection with the acquisition of the permanent exclusive docking easement for riverfront land located in front of the Hyatt Savannah hotel in Savannah, Georgia we recorded an intangible asset of approximately $797,000. This intangible asset is not subject to amortization and has a carrying value of $797,000 as of December 31, 2017.

Estimated future net amortization expense for intangible assets and intangible liabilities for each of the next five years is as follows (in thousands):

	Intangible Assets		Intangible Liabilities
2018	$	118	$	356
2019	118		356
2020	118		356
2021	118		356
2022	118		356
Thereafter	9,353		14,059
Total	$	9,943	$	15,839

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Indebtedness, net

12 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

Indebtedness, net

Indebtedness, net

Indebtedness of our continuing operations and the carrying values of related collateral were as follows at December 31, 2017 and 2016 (in thousands):

				December 31, 2017					December 31, 2016
Indebtedness	Collateral	Maturity	Interest Rate	Debt Balance			Book Value of Collateral		Debt Balance			Book Value of Collateral
Mortgage loan (2)	1 hotel	June 2017	5.98%	$	—		$	—	$	15,729		$	25,714
Mortgage loan (3)	17 hotels	December 2017	LIBOR (1) + 5.52%	—			—		412,500			302,417
Mortgage loan (4)	2 hotels	January 2018	4.44%	—			—		105,047			228,433
Mortgage loan (5)	1 hotel	January 2018	4.38%	—			—		96,169			195,768
Mortgage loan (6)	8 hotels	January 2018	LIBOR (1) + 4.95%	376,800			346,609		376,800			355,707
Mortgage loan (7)	5 hotels	February 2018	LIBOR (1) + 4.75%	200,000			208,338		200,000			205,111
Mortgage loan (8)	1 hotel	April 2018	LIBOR (1) + 4.95%	33,300			39,298		33,300			40,738
Mortgage loan (9) (10) (11) (12)	22 hotels	April 2018	LIBOR (1) + 4.39%	971,654			1,206,994		1,070,560			1,278,932
Mortgage loan (13)	1 hotel	May 2018	LIBOR (1) + 5.10%	25,100			32,188		25,100			33,801
Mortgage loan (14)	1 hotel	June 2018	LIBOR (1) + 5.10%	43,750			62,348		43,750			60,260
Mortgage loan (15)	1 hotel	July 2018	LIBOR (1) + 4.15%	35,200			36,220		35,200			37,375
Mortgage loan (15)	1 hotel	July 2018	LIBOR (1) + 5.10%	40,500			52,038		40,500			53,526
Mortgage loan (15)	8 hotels	July 2018	LIBOR (1) + 4.09%	144,000			174,676		144,000			178,738
Mortgage loan (16)	1 hotel	August 2018	LIBOR (1) + 4.95%	12,000			15,279		12,000			15,010
Mortgage loan (17) (18)	4 hotels	August 2018	LIBOR (1) + 4.38%	52,530			61,358		52,530			66,725
Mortgage loan (17) (19) (20)	6 hotels	August 2018	LIBOR (1) + 4.35%	280,421			162,938		301,000			185,804
Mortgage loan (21) (22)	18 hotels	October 2018	LIBOR (1) + 4.55%	450,000			442,394		450,000			457,040
Mortgage loan	1 hotel	July 2019	4.00%	5,336			8,056		5,436			8,326
Mortgage loan (3)	17 hotels	November 2019	LIBOR (1) + 3.00%	427,000			290,973		—			—
Mortgage loan (2)	1 hotel	May 2020	LIBOR (1) + 2.90%	16,100			25,654		—			—
Mortgage loan	1 hotel	November 2020	6.26%	95,207			126,462		96,873			124,654
Mortgage loan (4)	2 hotels	June 2022	LIBOR (1) + 3.00%	164,700			234,253		—			—
Mortgage loan (5)	1 hotel	November 2022	LIBOR (1) + 2.00%	97,000			196,365		—			—
Mortgage loan	1 hotel	May 2023	5.46%	53,789			81,854		54,685			84,854
Mortgage loan	1 hotel	January 2024	5.49%	7,000			9,392		7,111			10,092
Mortgage loan	1 hotel	January 2024	5.49%	10,216			17,533		10,378			15,229
Mortgage loan	1 hotel	May 2024	4.99%	6,530			7,438		6,641			7,922
Mortgage loan	2 hotels	August 2024	4.85%	12,242			11,135		12,427			8,910
Mortgage loan	3 hotels	August 2024	4.90%	24,471			15,693		24,836			16,647
Mortgage loan	3 hotels	August 2024	5.20%	66,224			51,393		67,164			51,659
Mortgage loan	2 hotels	February 2025	4.45%	20,214			10,516		20,575			10,952
Mortgage loan	3 hotels	February 2025	4.45%	52,284			72,112		53,293			69,036
				3,723,568			3,999,507		$	3,773,604		4,129,380
Premiums, net				1,570					3,523
Deferred loan costs, net				(15,617		)			(17,889		)
				$	3,709,521				$	3,759,238
Indebtedness related to assets held for sale (11)	1 hotel	April 2017	LIBOR (1) + 4.39%	—					16,080
Indebtedness related to assets held for sale (20)	1 hotel	August 2017	LIBOR (1) + 4.35%	—					19,599
Indebtedness related to assets held for sale (18)	1 hotel	August 2018	LIBOR (1) + 4.38%	5,992					—
Indebtedness related to assets held for sale (22)	1 hotel	October 2018	LIBOR (1) + 4.55%	7,229					—
Indebtedness, net				$	3,696,300				$	3,723,559

____________________________________

⁽¹⁾  LIBOR rates were 1.564% and 0.772% at December 31, 2017 and December 31, 2016, respectively.

⁽²⁾  On May 24, 2017, we refinanced this mortgage loan totaling $15.7 million set to mature in June 2017 with a new $16.1 million mortgage loan with a three-year initial term and twoone-year extension options subject to the satisfaction of certain conditions. Through May 2019, the new mortgage loan is interest only and bears interest at a rate of LIBOR + 2.90%. Beginning on June 1, 2019, monthly principal payments based on a thirty-year amortization and a 6.00% interest rate are due.

⁽³⁾  On October 31, 2017, we refinanced this mortgage loan totaling $412.5 million set to mature in December 2017 with a new $427.0 million mortgage loan with a two-year initial term and fiveone-year extension options subject to the satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 3.00%.

⁽⁴⁾  On May 10, 2017, we refinanced this mortgage loan totaling $104.3 million set to mature in January 2018 with a new $181.0 million mortgage loan, of which our initial advance was $164.7 million. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 3.00%. Beginning on July 1, 2020, quarterly principal payments of $750,000 are due.

⁽⁵⁾  On October 30, 2017, we refinanced this mortgage loan totaling $94.7 million set to mature in January 2018 with a new $97.0 million mortgage loan with a five-year term. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 2.00%.

⁽⁶⁾  On January 17, 2018, we refinanced this mortgage loan with a new $395.0 million mortgage loan with a two-year initial term and fiveone-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and bears interest at a rate of LIBOR + 2.92%.

⁽⁷⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions and a LIBOR floor of 0.20%. The second one-year extension period began in February 2017.

⁽⁸⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in April 2017.

⁽⁹⁾  This mortgage loan has fourone-year extension options subject to satisfaction of certain conditions. The first one-year extension period began in April 2017.

⁽¹⁰⁾  This mortgage loan had a $20.2 million pay down of principal related to the Renaissance Portsmouth that was sold on February 1, 2017.

⁽¹¹⁾  A portion of this mortgage loan at December 31, 2016 relates to the Renaissance Portsmouth that was sold on February 1, 2017. See note 5.

⁽¹²⁾  This mortgage loan had a $78.7 million pay down of principal related to the Crowne Plaza Ravinia that was sold on June 29, 2017. See note 5.

⁽¹³⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in May 2017.

⁽¹⁴⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in June 2017.

⁽¹⁵⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in July 2017.

⁽¹⁶⁾  This mortgage loan has twoone-year extension options subject to satisfaction of certain conditions.

⁽¹⁷⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The second one-year extension period began in August 2017.

⁽¹⁸⁾  A portion of this mortgage loan at December 31, 2017 relates to the SpringHill Suites Centerville. See note 5.

⁽¹⁹⁾  This mortgage loan had a $20.6 million pay down of principal related to the Embassy Suites Syracuse that was sold on March 6, 2017. See note 5.

⁽²⁰⁾  A portion of this mortgage loan at December 31, 2016 relates to the Embassy Suites Syracuse that was sold on March 6, 2017. See note 5.

⁽²¹⁾  This mortgage loan has fourone-year extension options subject to satisfaction of certain conditions.

⁽²²⁾  A portion of this mortgage loan at December 31, 2017 relates to the SpringHill Suites Glen Allen. See note 5.

On February 1, 2017, we repaid $20.2 million of principal on our mortgage loan partially secured by the Renaissance Portsmouth. This hotel property was sold on February 1, 2017. See note 5.

On March 6, 2017, we repaid $20.6 million of principal on our mortgage loan partially secured by the Embassy Suites Syracuse. This hotel property was sold on March 6, 2017. See note 5.

On May 10, 2017, we refinanced a $105.0 million mortgage loan, secured by the Renaissance Nashville in Nashville, Tennessee and the Westin in Princeton, New Jersey. The new mortgage loan totals $181.0 million, of which our initial advance was $164.7 million with future advances totaling $16.3 million as reimbursement for capital expenditures. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 3.00%. Beginning on July 1, 2020, quarterly principal payments of $750,000 are due.The stated maturity is June 2022, with no extension options.

On May 24, 2017, we refinanced a $15.7 million mortgage loan, secured by the Hotel Indigo Atlanta. The new mortgage loan totals $16.1 million. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 2.90% for the first two years with a 30-year amortization schedule based on a 6% interest rate starting in the third year. The stated maturity is May 2020, with twoone-year extension options.

On June 29, 2017, we repaid $78.7 million of principal on our mortgage loan partially secured by the Crowne Plaza Ravinia. This hotel property was sold on June 29, 2017.

On October 30, 2017, we refinanced our $94.7 million mortgage loan, with an outstanding balance of $94.5 million, secured by the Hilton Boston Back Bay. The new mortgage loan totals $97.0 million. The mortgage loan is non-recourse interest only and provides for a floating interest rate of LIBOR + 2.00%. The stated maturity is November 2022, with no extension options.

On October 31, 2017, we refinanced a $412.5 million mortgage loan, secured by seventeen hotels. The new mortgage loan totals $427.0 million. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 3.00%. The stated maturity is November 2019, with fiveone-year extension options. The new mortgage loan is secured by the following seventeen hotels: the Courtyard Alpharetta, Courtyard Bloomington, Courtyard Crystal City, Courtyard Foothill Ranch, Embassy Suites Austin, Embassy Suites Dallas, Embassy Suites Houston, Embassy Suites Las Vegas, Embassy Suites Palm Beach, Hampton Inn Evansville, Hilton Garden Inn Jacksonville, Hilton Nassau Bay, Hilton St. Petersburg, Residence Inn Evansville, Residence Inn Falls Church, Residence Inn San Diego and Sheraton Indianapolis.

On September 30, 2016, we repaid $10.4 million of principal on our mortgage loan partially secured by the SpringHill Suites Gaithersburg. This hotel property was sold on October 1, 2016. See note 5.

On October 7, 2016, we refinanced four mortgage loans with existing outstanding balances totaling approximately $415.1 million with a new loan totaling $450.0 million. The mortgage loans were refinanced through one new mortgage loan with a two-year initial term and fourone-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only, provides for a floating interest rate of LIBOR + 4.55%, and contains flexible release provisions for the potential sale of assets. The mortgage loan is secured by eighteen hotel properties: Courtyard Basking Ridge, Courtyard Newark, Courtyard Oakland, Courtyard Plano, Courtyard Scottsdale, Residence Inn Newark, Residence Inn Phoenix, Residence Inn Plano, SpringHill Suites Glen Allen, SpringHill Suites Manhattan Beach, SpringHill Suites Plymouth Meeting, TownePlace Suites Manhattan Beach, Embassy Suites Flagstaff, Marriott Bridgewater, Marriott Raleigh Durham, Marriott Suites Dallas, Sheraton Bucks County, and Marriott Fremont.

During the years ended December 31, 2017, 2016, and 2015 we recognized premium amortization of $2.0 million, $2.1 million and $1.4 million respectively. The amortization of the premium is computed using a method that approximates the effective interest method, which is included in interest expense and amortization of premiums and loan costs in the consolidated statements of operations.

We are required to maintain certain financial ratios under various debt and related agreements. If we violate covenants in any debt or related agreement, we could be required to repay all or a portion of our indebtedness before maturity at a time when we might be unable to arrange financing for such repayment on attractive terms, if at all. The assets of certain of our subsidiaries are pledged under non-recourse indebtedness and are not available to satisfy the debts and other obligations of Ashford Trust or Ashford Trust OP, our operating partnership, and the liabilities of such subsidiaries do not constitute the obligations of Ashford Trust or Ashford Trust OP. As of December 31, 2017, we were in compliance in all material respects with all covenants or other requirements set forth in our debt and related agreements as amended.

Maturities and scheduled amortizations of indebtedness as of December 31, 2017 for each of the five following years and thereafter are as follows (in thousands):

2018	$	2,671,185
2019	438,723
2020	113,703
2021	7,953
2022	262,410
Thereafter	229,594
Total	$	3,723,568

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Derivative Instruments and Hedging

12 Months Ended

Dec. 31, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging

Derivative Instruments and Hedging

Interest Rate Derivatives—We are exposed to risks arising from our business operations, economic conditions and financial markets. To manage these risks, we primarily use interest rate derivatives to hedge our debt and our cash flows. The interest rate derivatives currently include interest rate caps and interest rate floors. These derivatives are subject to master netting settlement arrangements. To mitigate the nonperformance risk, we routinely use a third party’s analysis of the creditworthiness of the counterparties, which supports our belief that the counterparties’ nonperformance risk is limited. All derivatives are recorded at fair value.

During the year ended December 31, 2017, we entered into interest rate caps with notional amounts totaling $2.5 billion and strike rates ranging from 1.50% to 5.84%. These interest rate caps had effective dates from February 2017 to October 2017, maturity dates from February 2018 to November 2019, and a total cost of $871,000. We also entered into interest rate floors with notional amounts of $10.8 billion and strike rates ranging from 1.00% to 1.50%. These interest rate floors had effective dates from September 2017 to December 2017 and termination dates from March 2019 to June 2019 and a total cost of $388,000. These instruments were not designated as cash flow hedges.

During the year ended December 31, 2016, we entered into interest rate caps with notional amounts totaling $1.5 billion and strike rates ranging from 2.00% to 4.50%. These interest rate caps had effective dates from February 2016 to January 2017, maturity dates from February 2017 to October 2018, and a total cost of $199,000. We also entered into interest rate floors with notional amounts totaling $10.0 billion and strike rates ranging from (0.25)% to 1.0%. These interest rate floors had effective dates from April 2015 to July 2015, maturity dates from April 2020 to July 2020, and a total cost of $9.8 million. These instruments were not designated as cash flow hedges.

As of December 31, 2017, we held interest rate caps with notional amounts totaling $3.4 billion and strike rates ranging from 1.50% to 5.84%. These instruments had maturity dates ranging from January 2018 to November 2019. These instruments cap the interest rates on our mortgage loans with principal balances of $3.4 billion and maturity dates from January 2018 to November 2022. As of December 31, 2017, we held interest rate floors with notional amounts totaling $16.8 billion and strike rates ranging from (0.25)% to 1.50%. These instruments had termination dates ranging from March 2019 to July 2020.

Credit Default Swap Derivatives—We use credit default swaps, tied to the CMBX index, to hedge financial and capital market risk. A credit default swap is a derivative contract that functions like an insurance policy against the credit risk of an entity or obligation. The seller of protection assumes the credit risk of the reference obligation from the buyer (us) of protection in exchange for annual premium payments. If a default or a loss, as defined in the credit default swap agreements, occurs on the underlying bonds, then the buyer of protection is protected against those losses. The only liability for us, the buyer, is the annual premium and any change in value of the underlying CMBX index (if the trade is terminated prior to maturity). For all CMBX trades completed to date, we were the buyer of protection. Credit default swaps are subject to master-netting settlement arrangements and credit support annexes. As of December 31, 2017, we held credit default swaps with notional amounts totaling $212.5 million. These credit default swaps had effective dates from February 2015 to August 2017 and expected maturity dates from October 2023 to October 2026. Assuming the underlying bonds pay off at par over their remaining average life, our total exposure for these trades was approximately $7.7 million as of December 31, 2017. Cash collateral is posted by us as well as our counterparties. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. The change in market value of credit default swaps is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparties when the change in market value is over $250,000.

Futures Contracts—During the year ended December 31, 2016, we purchased an option on Eurodollar futures for a total cost of $250,000, and maturity date of June 2017. There were no purchases during the year ended December 31, 2017.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Fair Value Hierarchy—For disclosure purposes, financial instruments, whether measured at fair value on a recurring or nonrecurring basis or not measured at fair value, are classified in a hierarchy consisting of three levels based on the observability of valuation inputs in the market place as discussed below:

• Level 1: Fair value measurements that are quoted prices (unadjusted) in active markets that we have the ability to access for identical assets or liabilities. Market price data generally is obtained from exchange or dealer markets.

• Level 2: Fair value measurements based on inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

• Level 3: Fair value measurements based on valuation techniques that use significant inputs that are unobservable. The circumstances for using these measurements include those in which there is little, if any, market activity for the asset or liability.

Fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts/payments and the discounted expected variable cash payments/receipts. Fair values of interest rate caps, floors, flooridors, and corridors are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below the strike rates of the floors or rise above the strike rates of the caps. Variable interest rates used in the calculation of projected receipts and payments on the swaps, caps, and floors are based on an expectation of future interest rates derived from observable market interest rate curves (LIBOR forward curves) and volatilities (Level 2 inputs). We also incorporate credit valuation adjustments (Level 3 inputs) to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.

Fair values of credit default swaps are obtained from a third party who publishes various information including the index composition and price data (Level 2 inputs). The fair value of credit default swaps does not contain credit-risk-related adjustments as the change in fair value is settled net through posting cash collateral or reclaiming cash collateral between us and our counterparty.

Fair values of interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. These expected future cash flows are probability-weighted projections based on the contract terms, accounting for both the magnitude and likelihood of potential payments, which are both computed using the appropriate LIBOR forward curve and market implied volatilities as of the valuation date (Level 2 inputs). 

Fair value of options on futures contracts is determined based on the last reported settlement price as of the measurement date (Level 1 inputs). These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are satisfied.

Fair values of marketable securities and liabilities associated with marketable securities, including public equity securities, equity put and call options, and other investments, are based on their quoted market closing prices (Level 1 inputs).

When a majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. However, when valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, which we consider significant (10% or more) to the overall valuation of our derivatives, the derivative valuations in their entirety are classified in Level 3 of the fair value hierarchy. Transfers of inputs between levels are determined at the end of each reporting period. In determining the fair values of our derivatives at December 31, 2017, the LIBOR interest rate forward curve (Level 2 inputs) assumed an uptrend from 1.56% to 2.18% for the remaining term of our derivatives. Credit spreads (Level 3 inputs) used in determining the fair values of hedge and non-hedge designated derivatives assumed an uptrend in nonperformance risk for us and all of our counterparties through the maturity dates.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):

	Quoted Market Prices (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Counter-party and Cash Collateral Netting (1)			Total
December 31, 2017:
Assets
Derivative assets:
Interest rate derivatives – floors	$	—	$	311		$	—	$	32		$	343	(2)
Interest rate derivatives – caps	—		137			—		—			137		(2)
Credit default swaps	—		(469		)	—		1,999			1,530		(2)
	—		(21		)	—		2,031			2,010
Non-derivative assets:
Equity securities	26,926		—			—		—			26,926		(3)
Total	$	26,926	$	(21	)	$	—	$	2,031		$	28,936
December 31, 2016:
Assets
Derivative assets:
Interest rate derivatives – floors	$	—	$	2,358		$	—	$	—		$	2,358	(2)
Interest rate derivatives – caps	—		24			—		—			24		(2)
Credit default swaps	—		2,867			—		(1,751		)	1,116		(2)
Options on futures contracts	116		—			—		—			116		(2)
	116		5,249			—		(1,751		)	3,614
Non-derivative assets:
Equity securities	53,185		—			—		—			53,185		(3)
Total	$	53,301	$	5,249		$	—	$	(1,751	)	$	56,799

_________________________

⁽¹⁾  Represents net cash collateral posted between us and our counterparties.

⁽²⁾  Reported net as “derivative assets, net” in the consolidated balance sheets.

⁽³⁾  Reported as “marketable securities” in the consolidated balance sheets.

Effect of Fair Value Measured Assets and Liabilities on Consolidated Statements of Operations

The following table summarizes the effect of fair value measured assets and liabilities on the consolidated statement of operations (in thousands):

	Gain or (Loss) Recognized in Income
	Year Ended December 31,
	2017				2016				2015
Assets
Derivative assets:
Interest rate derivatives - floors	$	(2,435	)		$	611			$	(7,603	)
Interest rate derivatives - caps	(758		)		(535		)		(2,038		)
Credit default swaps	(4,201		)	(4)	(5,843		)	(4)	171			(4)
Options on futures contracts	(116		)		(348		)		(391		)
Equity put options	—				—				26
Equity call options	—				—				(1,717		)
Non-derivative assets:
Equity - American Depositary Receipt	—				—				(150		)
Equity	(3,678		)		4,946				1,072
U.S. Treasury	—				—				314
Total	(11,188		)		(1,169		)		(10,316		)
Liabilities
Derivative liabilities:
Credit default swaps	—				—				—
Short-equity put options	—				—				1,002
Short-equity call options	—				—				1,470
Non-derivative liabilities:
Short-equity securities	—				—				78
Total	—				—				2,550
Net	$	(11,188	)		$	(1,169	)		$	(7,766	)
Total combined
Interest rate derivatives - floors	$	(2,435	)		$	611			$	(7,603	)
Interest rate derivatives - caps	(758		)		(535		)		(2,038		)
Credit default swaps	(36		)		(2,574		)		2,630
Options on futures contracts	427				(36		)		(391		)
Total derivatives	(2,802		)	(1)	(2,534		)	(1)	(7,402		)	(1)
Realized gain (loss) on credit default swaps	(4,165		)	(2) (4)	(3,269		)	(2) (4)	(2,459		)	(2) (4)
Realized gain (loss) on options on futures contracts	(543		)	(2)	(312		)		—
Unrealized gain (loss) on marketable securities	(4,649		)	(3)	4,946			(3)	127			(3)
Realized gain (loss) on marketable securities	971			(2)	—			(2)	1,968			(2)
Net	$	(11,188	)		$	(1,169	)		$	(7,766	)

_________________________

⁽¹⁾  Reported as “unrealized gain (loss) on derivatives” in the consolidated statements of operations.

⁽²⁾  Included in “other income (expense)” in the consolidated statements of operations.

⁽³⁾  Reported as “unrealized gain (loss) on marketable securities” in the consolidated statements of operations.

⁽⁴⁾  Excludes costs of $1,036, $873 and $486 in 2017, 2016 and 2015, respectively, included in “other income (expense)” associated with credit default swaps.

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Summary of Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Summary of Fair Value of Financial Instruments

Summary of Fair Value of Financial Instruments

Determining estimated fair values of our financial instruments such as notes receivable and indebtedness requires considerable judgment to interpret market data. Market assumptions and/or estimation methodologies used may have a material effect on estimated fair value amounts. Accordingly, estimates presented are not necessarily indicative of amounts at which these instruments could be purchased, sold, or settled. Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands):

	December 31, 2017				December 31, 2016
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets and liabilities measured at fair value:
Derivative assets, net	$	2,010	$	2,010	$	3,614	$	3,614
Marketable securities	26,926		26,926		53,185		53,185
Financial assets not measured at fair value:
Cash and cash equivalents (1)	$	354,883	$	354,883	$	348,067	$	348,067
Restricted cash (1)	117,189		117,189		144,406		144,406
Accounts receivable, net (1)	44,384		44,384		44,934		44,934
Due from third-party hotel managers (1)	17,418		17,418		13,348		13,348
Financial liabilities not measured at fair value:
Indebtedness (1)	$	3,725,138	$3,559,993 to $3,934,727		$	3,777,127	$3,600,691 to $3,979,713
Accounts payable and accrued expenses (1)	133,063		133,063		128,309		128,309
Dividends and distributions payable	25,045		25,045		24,765		24,765
Due to Ashford Inc., net	15,146		15,146		15,716		15,716
Due to Ashford Prime OP, net	—		—		488		488
Due to related party, net (1)	1,161		1,161		1,046		1,046
Due to third-party hotel managers	2,431		2,431		2,714		2,714

_________________________

⁽¹⁾ Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of December 31, 2017 and/or 2016. See note 5.

Cash, cash equivalents, and restricted cash. These financial assets bear interest at market rates and have original maturities of less than 90 days. The carrying value approximates fair value due to their short-term nature. This is considered a Level 1 valuation technique.

Accounts receivable, net, accounts payable and accrued expenses, dividends payable, due to Ashford Prime OP, due to related party, net, due to Ashford Inc. and due to/from third-party hotel managers. The carrying values of these financial instruments approximate their fair values due to their short-term nature. This is considered a Level 1 valuation technique.

Marketable securities. Marketable securities consist of U.S. treasury bills, publicly traded equity securities, and put and call options on certain publicly traded equity securities. The fair value of these investments is based on quoted market closing prices at the balance sheet date. See notes 2 and 10 for a complete description of the methodology and assumptions utilized in determining the fair values.

Indebtedness. Fair value of indebtedness is determined using future cash flows discounted at current replacement rates for these instruments. Cash flows are determined using a forward interest rate yield curve. Current replacement rates are determined by using the U.S. Treasury yield curve or the index to which these financial instruments are tied and adjusted for credit spreads. Credit spreads take into consideration general market conditions, maturity, and collateral. We estimated the fair value of total indebtedness to be approximately 95.6% to 105.6% of the carrying value of $3.7 billion at December 31, 2017 and approximately 95.3% to 105.4% of the carrying value of $3.8 billion at December 31, 2016. This is considered a Level 2 valuation technique.

Derivative assets, net and derivative liabilities, net. Fair value of interest rate derivatives is determined using the net present value of the expected cash flows of each derivative based on the market-based interest rate curve and adjusted for credit spreads of us and our counterparties. Fair values of credit default swap derivatives are obtained from a third party who publishes the CMBX index composition and price data. Fair values of interest rate floors are calculated using a third-party discounted cash flow model based on future cash flows that are expected to be received over the remaining life of the floor. Fair values of options on futures contracts are valued at their last reported settlement price as of the measurement date. See notes 2, 9 and 10 for a complete description of the methodology and assumptions utilized in determining fair values.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Restricted Cash—Under certain management and debt agreements for our hotel properties existing at December 31, 2017, escrow payments are required for insurance, real estate taxes and debt service. In addition, for certain properties based on the terms of the underlying debt and management agreements, we escrow 4% to 6% of gross revenues for capital improvements.

Franchise Fees—Under franchise agreements for our hotel properties existing at December 31, 2017, we pay franchisor royalty fees between 1% and 6% of gross rooms revenue and, in some cases, food and beverage revenues. Additionally, we pay fees for marketing, reservations, and other related activities aggregating between 1% and 4% of gross rooms revenue and, in some cases, food and beverage revenues. These franchise agreements expire on varying dates between 2018 and 2047. When a franchise term expires, the franchisor has no obligation to renew the franchise. A franchise termination could have a material adverse effect on the operations or the underlying value of the affected hotel due to loss of associated name recognition, marketing support, and centralized reservation systems provided by the franchisor. A franchise termination could also have a material adverse effect on cash available for distribution to stockholders. In addition, if we breach the franchise agreement and the franchisor terminates a franchise prior to its expiration date, we may be liable for up to three times the average annual fees incurred for that property.

Our continuing operations incurred franchise fees of $69.3 million, $70.5 million and $62.8 million, respectively, for the years ended December 31, 2017, 2016 and 2015, which are included in “other” hotel expenses.

Management Fees—Under management agreements for our hotel properties existing at December 31, 2017, we pay a) monthly property management fees equal to the greater of approximately $13,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues, or in some cases 2% to 7% of gross revenues, as well as annual incentive management fees, if applicable, b) market service fees on approved capital improvements, including project management fees of up to 4% of project costs, for certain hotels, and c) other general fees at current market rates as approved by our independent directors, if required. These management agreements expire from 2020 through 2038, with renewal options. If we terminate a management agreement prior to its expiration, we may be liable for estimated management fees through the remaining term and liquidated damages or, in certain circumstances, we may substitute a new management agreement.

Leases—We lease land and facilities under non-cancelable operating leases, which expire between 2040 and 2114, including four ground leases related to our hotel properties. Several of these leases are subject to base rent plus contingent rent based on the related property’s financial results and escalation clauses. For the years ended December 31, 2017, 2016 and 2015, our continuing operations recognized rent expense of $4.3 million, $5.3 million and $3.8 million, respectively, which included contingent rent of $1.1 million, $1.7 million and $1.3 million, respectively. Rent expense related to continuing operations is included in “other” hotel expenses in the consolidated statements of operations.

Future minimum rentals due under non-cancelable leases are as follows for each of the five following years and thereafter are as follows (in thousands):

2018	$	2,529
2019	2,377
2020	2,296
2021	2,248
2022	2,092
Thereafter	112,184
Total	$	123,726

At December 31, 2017, we had capital commitments of $44.4 million relating to general capital improvements that are expected to be paid in the next twelve months.

Litigation—Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc.This litigation involves a landlord tenant dispute from 2008 in which the landlord, Palm Beach Florida Hotel and Office Building Limited Partnership, a subsidiary of the Company, claimed that the tenant had violated various lease provisions of the lease agreement and was therefore in default. The tenant counterclaimed and asserted multiple claims including that it had been wrongfully evicted. The litigation was instituted by the plaintiff in November 2008 in the Circuit Court of the Fifteenth Judicial Circuit, in and for Palm Beach County, Florida and proceeded to a jury trial on June 30, 2014. The jury entered its verdict awarding the tenant total claims of $10.8 million and ruling against the landlord on its claim of breach of contract. In 2016, the Court of Appeals reduced the original $10.8 million judgment to $8.8 million and added pre-judgment interest on the wrongful eviction judgment. The case was further appealed to the Florida Supreme Court. On May 23, 2017, the trial court issued an order compelling the company that issued the supersedeas bond, RLI Insurance Company (“RLI”), to pay approximately $10.0 million. On June 1, 2017, RLI paid Nantucket this amount and sought reimbursement from the Company. On June 27, 2017, the Florida Supreme Court denied the Company's petition for review. As a result, all of the appeals were exhausted and the judgment was final with the determination and reimbursement of attorney's fees being the only remaining dispute. On June 29, 2017, the balance of the judgment was paid to Nantucket by the Company. The amount of potential legal fees that could be owed cannot be predicted with any certainty.

The Company estimates its total loss including post judgment interest and reimbursement of the plaintiff’s legal fees to be approximately $17.3 million as of December 31, 2017, resulting in additional expense of $4.1 million for the year ended December 31, 2017.

On June 29, 2017, RLI filed suit in Federal District Court in Dallas seeking to recover the amounts previously paid to Nantucket. On July 19, 2017, the Company paid approximately $10.0 million to RLI mooting RLI's claim subject only to the alleged claim for attorney fees. The Company paid the negotiated settlement of RLI's attorney fees in the amount of $100,000, on November 2, 2017, and a Stipulation for Dismissal was filed concluding the litigation.

We are engaged in other various legal proceedings which have arisen but have not been fully adjudicated. The likelihood of loss from these legal proceedings, based on definitions within contingency accounting literature, ranges from remote to reasonably possible and to probable. Based on estimates of the range of potential losses associated with these matters, management does not believe the ultimate resolution of these proceedings, either individually or in the aggregate, will have a material adverse effect on our consolidated financial position or results of operations. However, the final results of legal proceedings cannot be predicted with certainty and if we fail to prevail in one or more of these legal matters, and the associated realized losses exceed our current estimates of the range of potential losses, our consolidated financial position or results of operations could be materially adversely affected in future periods.

Income Taxes—We and our subsidiaries file income tax returns in the federal jurisdiction and various states. Tax years 2013 through 2017 remain subject to potential examination by certain federal and state taxing authorities.

Potential Pension Liabilities—Upon our 2006 acquisition of a hotel property, certain employees of such hotel were unionized and covered by a multi-employer defined benefit pension plan. At that time, no unfunded pension liabilities existed. Subsequent to our acquisition, a majority of employees, who are employees of the hotel manager, Remington Lodging, petitioned the employer to withdraw recognition of the union. As a result of the decertification petition, Remington Lodging withdrew recognition of the union. At the time of the withdrawal, the National Retirement Fund, the union’s pension fund, indicated unfunded pension liabilities existed. The National Labor Relations Board (“NLRB”) filed a complaint against Remington Lodging seeking, among other things, that Remington Lodging’s withdrawal of recognition was unlawful. Pending the final determination of the NLRB complaint, including appeals, the pension fund entered into a settlement agreement with Remington Lodging on November 1, 2011, providing that (a) Remington Lodging will continue to make monthly pension fund payments pursuant to the collective bargaining agreement, and (b) if the withdrawal of recognition is ultimately deemed lawful, Remington Lodging will have an unfunded pension liability equal to $1.7 million, minus the monthly pension payments made by Remington Lodging since the settlement agreement. To illustrate, if Remington Lodging - as of the date a final determination occurs - has made monthly pension payments equaling $100,000, Remington Lodging’s remaining withdrawal liability shall be the unfunded pension liability of $1.7 million, minus $100,000 (or $1.6 million). This remaining unfunded pension liability shall be paid to the pension fund in annual installments of $84,000 (but may be made monthly or quarterly, at Remington Lodging’s election), which shall continue for the remainder of the twenty-(20)-year capped period, unless Remington Lodging elects to pay the unfunded pension liability amount earlier. We agreed to indemnify Remington Lodging for the payment of the unfunded pension liability, if any, as set forth in the settlement agreement.

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Redeemable Noncontrolling Interests in Operating Partnership

12 Months Ended

Dec. 31, 2017

Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract]

Redeemable Noncontrolling Interests in Operating Partnership

Redeemable Noncontrolling Interests in Operating Partnership

Redeemable noncontrolling interests in the operating partnership represents the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income/loss attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common units of limited partnership interest in the operating partnership (“common units”) and the units issued under our Long-Term Incentive Plan (the “LTIP units”) that are vested throughout the period plus distributions paid to the limited partners with regard to the Class B common units. Class B common units had a fixed dividend rate of 7.2% and had priority in payment of cash dividends over common units but otherwise had no preference over common units. During the fourth quarter of 2016, the Class B common units were converted, at the Company’s election, to common units. Beginning one year after issuance, each common unit may be redeemed for either cash or, at our sole discretion, up to one share of our REIT common stock, which is either (i) issued pursuant to an effective registration statement, (ii) included in an effective registration statement providing for the resale of such common stock or (iii) issued subject to a registration rights agreement. As a result of the Ashford Inc. spin-off, holders of our common stock were distributed one share of Ashford Inc. common stock for every 87 shares of our common stock, while our unitholders received one common unit of the operating limited liability company subsidiary of Ashford Inc. for each common unit of our operating partnership the holder held, and such holder then had the opportunity to exchange up to 99% of those units for shares of Ashford Inc. common stock at the rate of one share of Ashford Inc. common stock for every 55 common units of the operating limited liability company subsidiary of Ashford Inc. Following the spin-off, Ashford Hospitality Trust, Inc. continues to hold 598,000 shares of Ashford Inc. common stock, and all of our remaining lodging investments are owned by Ashford Trust OP. Therefore, each common unit and LTIP unit was worth a fractional amount of one share of our common stock. On December 13, 2017, Ashford Hospitality Trust, Inc. completed a capital contribution of 598,000 shares of Ashford Inc. common stock to Ashford Trust OP which in turn contributed two-thirds of the shares, in the amount of one-third each to two TRS entities. As a result the number of outstanding OP units was reduced to approximately 92% of the prior outstanding common units returning the ratio of common stock to common units to 1 to 1. Each common unit was worth approximately 94% of one share of our common stock at December 31, 2016.

LTIP units, which are issued to certain executives and employees of Ashford LLC as compensation, have vesting periods ranging from three to five years. Additionally, certain independent members of the board of directors have elected to receive LTIP units as part of their compensation, which are fully vested upon grant. Upon reaching economic parity with common units, each vested LTIP unit can be converted by the holder into one common unit which can then be redeemed for cash or, at our election, settled in our common stock. An LTIP unit will achieve parity with the common units upon the sale or deemed sale of all or substantially all of the assets of the operating partnership at a time when our stock is trading at a level in excess of the price it was trading on the date of the LTIP issuance. More specifically, LTIP units will achieve full economic parity with common units in connection with (i) the actual sale of all or substantially all of the assets of the operating partnership or (ii) the hypothetical sale of such assets, which results from a capital account revaluation, as defined in the partnership agreement, for the operating partnership.

The compensation committee of the board of directors of the Company approved Performance LTIP units to certain executive officers. The award agreements provide for the grant of a target number of performance-based LTIP units that will be settled in common units of Ashford Trust OP, if and when the applicable vesting criteria have been achieved following the end of the performance and service period. The target number of performance-based LTIP units may be adjusted from 0% to 200% of the target number based on achievement of specified absolute and relative total stockholder returns based on the formulas determined by the Company’s Compensation Committee on the grant date. As of December 31, 2017, there are approximately 1.8 million performance-based LTIP units, representing 200% of the target, outstanding. The performance criteria for the Performance LTIP units are based on market conditions under the relevant literature, and the Performance LTIP units were granted to non-employees. The Performance LTIP units unamortized fair value of $4.4 million at December 31, 2017 will be expensed over a period of 2.2 years, subject to future mark to market adjustments. Compensation expense of $1.8 million and $1.2 million was recorded for the years ended December 31, 2017 and 2016, respectively.

As of December 31, 2017, we have issued a total of 11.9 million LTIP and Performance LTIP units, all of which, other than approximately 609,000 units issued in March 2015, have reached full economic parity with, and are convertible into, common units. Expense of $3.3 million, $2.8 million, and $1.4 million was recognized for the years ended December 31, 2017, 2016 and 2015, respectively, which was associated with LTIP units issued to Ashford LLC’s employees and Ashford Trust’s directors and is included in “advisory services fee” and “corporate, general and administrative,” respectively, in our consolidated statements of operations. As the LTIP units are issued to non-employees, the compensation expense was determined based on the share price as of the end of the period. The fair value of the unrecognized cost of LTIP units, which was $4.3 million at December 31, 2017, will be expensed over a period of 2.3 years.

During the year endedDecember 31, 2017, 21,000 common units with an aggregate fair value of $161,000, were redeemed by the holders and, at our election, we issued shares of our common stock to satisfy the redemption price.

During the year ended December 31, 2016, 224,000 common units with an aggregate fair value of $1.6 million were redeemed by the holder and, at our election, we issued shares of our common stock to satisfy the redemption price. Also during 2016, as discussed in note 5, 2.0 million Class B common units were redeemed as part of the sale of the SpringHill Suites Gaithersburg. The Class B units had a fair value of 11.7 million as of the date of conversion.

During the year ended December 31, 2015, 152,000 common units with an aggregate fair value of $1.5 million were redeemed by the holder and, at our election, we issued shares of our common stock to satisfy the redemption price.

Redeemable noncontrolling interests in our operating partnership as of December 31, 2017 and 2016 were $116.1 million and $132.8 million, which represented ownership of our operating partnership of 15.52% and 14.48% respectively. The carrying value of redeemable noncontrolling interests as of December 31, 2017 and 2016 included adjustments of $154.3 million and $144.3 million, respectively, to reflect the excess of redemption value over the accumulated historical costs. Redeemable noncontrolling interests were allocated net loss of $21.6 million, net loss of $12.5 million and net income of $35.5 million for the years ended December 31, 2017, 2016 and 2015, respectively. We declared aggregate cash distributions to holders of common units and holders of LTIP units of $10.0 million, $11.0 million and $10.9 million for the years ended December 31, 2017, 2016 and 2015 respectively.

A summary of the activity of the units in our operating partnership is as follow (in thousands):

	Year Ended December 31,
	2017		2016		2015
Outstanding at beginning of year	19,443		20,388		19,836
LTIP units issued	701		515		704
Performance LTIP units issued	1,179		803		—
Common units converted for sale of hotel property	—		(2,039	)	—
Common units converted to common shares	(21	)	(224	)	(152	)
Conversion factor adjustment	(1,700	)	—		—
Outstanding at end of year	19,602		19,443		20,388
Common units convertible/redeemable at end of year	18,993		17,531		16,918

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Equity

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

Equity

Equity

Equity Offering—On January 29, 2015, we commenced a follow-on public offering of 9.5 million shares of common stock. The offering priced on January 30, 2015, at $10.65 per share for gross proceeds of $101.2 million. We granted the underwriters a 30-day option to purchase up to an additional 1.425 million shares of common stock. On February 10, 2015, the underwriters partially exercised their option and purchased an additional 1.03 million shares of our common stock at a price of $10.65 per share. The net proceeds from the offering after underwriting discount and offering expenses were approximately $110.9 million.

Common Stock Repurchases—For the years ended December 31, 2017, 2016 and 2015, no shares of our common stock have been repurchased under the share repurchase program.

In addition, we acquired 203,299 shares, 124,463 shares and 52,661 shares of our common stock in 2017, 2016 and 2015, respectively, to satisfy employees’ statutory minimum federal income tax obligations in connection with vesting of equity grants issued under our stock-based compensation plan.

Preferred Stock—In accordance with Ashford Trust’s charter, we are authorized to issue 50 million shares of preferred stock, which currently includes Series D cumulative preferred stock, Series E cumulative preferred stock, Series F cumulative preferred stock, Series G cumulative preferred stock, Series H cumulative preferred stock and Series I cumulative preferred stock.

8.55% Series A Cumulative Preferred Stock. At December 31, 2016, there were 1.7 million shares of Series A cumulative preferred stock outstanding. Series A cumulative preferred stock had no maturity date and we were not required to redeem these shares at any time. Series A cumulative preferred stock was redeemable at our option for cash, in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. On September 18, 2017, the Company redeemed its Series A cumulative preferred stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.4631 per share, for a total redemption price of $25.4631 per share.

8.45% Series D Cumulative Preferred Stock. At December 31, 2017 and 2016, there were 2.4 million and 9.5 million shares, respectively of Series D cumulative preferred stock outstanding. Series D cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series D cumulative preferred stock is redeemable at our option for cash, in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series D cumulative preferred stock quarterly dividends are set at the rate of 8.45% per annum of the $25.00 liquidation preference (equivalent to an annual dividend rate of $2.1125 per share). The dividend rate increases to 9.45% per annum if these shares are no longer traded on a major stock exchange. In general, Series D cumulative preferred stock holders have no voting rights. On September 18, 2017, the Company redeemed approximately 1.6 million shares of its Series D cumulative preferred stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.4577 per share, for a total redemption price of $25.4577 per share. On October 4, 2017, the Company redeemed 379,036 shares of Series D cumulative preferred shares at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.5516 per share, for a total redemption price of $25.5516 per share. On December 8, 2017, the Company redeemed approximately 5.1 million shares of its Series D cumulative preferred stock at a redemption price of $25.00 per share, plus accrued and unpaid dividends through the redemption date, in an amount equal to $0.3990 per share, for a total redemption price of $25.3990 per share.

7.375% Series F Cumulative Preferred Stock. On July 15, 2016, the Company issued 4.8 million shares of 7.375% Series F cumulative preferred stock. The Series F cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series A cumulative preferred stock, Series D cumulative preferred stock, Series G cumulative preferred stock (noted below), Series H cumulative preferred stock (noted below) and Series I cumulative preferred stock (noted below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Series F cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series F cumulative preferred stock is redeemable at our option for cash (on or after July 15, 2021), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series F cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series F cumulative preferred stock is convertible into a maximum 9.68992 shares of our common stock. The actual number is based on a formula as defined in the Series F cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series F cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series F cumulative preferred stock to common stock have not been met as of period end. Therefore, Series F cumulative preferred stock will not impact our earnings per share calculations. Series F cumulative preferred stock quarterly dividends are set at the rate of 7.375% of the $25.00 liquidation preference (equivalent to an annual dividend rate of $1.8438 per share). In general, Series F cumulative preferred stock holders have no voting rights.

7.375% Series G Cumulative Preferred Stock. On October 18, 2016, the Company issued 6.0 million shares of 7.375% Series G cumulative preferred stock. On October 17, 2016, the underwriters exercised the over-allotment option to purchase an additional 200,000 shares of the Series G cumulative preferred stock. The 6.2 million of Series G cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series A cumulative preferred stock (all shares redeemed on September 18, 2017), Series D cumulative preferred stock (7.1 million shares redeemed in 2017), Series F cumulative preferred stock, Series H cumulative preferred stock (noted below) and Series I cumulative preferred stock (noted below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Series G cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series G cumulative preferred stock is redeemable at our option for cash (on or after October 18, 2021), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series G cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series G cumulative preferred stock is convertible into a maximum 8.33333 shares of our common stock. The actual number is based on a formula as defined in the Series G cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series G cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series G cumulative preferred stock to common stock have not been met as of period end. Therefore, Series G cumulative preferred stock will not impact our earnings per share calculations. Series G cumulative preferred stock quarterly dividends are set at the rate of 7.375% of the $25.00 liquidation preference (equivalent to an annual dividend rate of $1.8438 per share). In general, Series G cumulative preferred stock holders have no voting rights.

7.50% Series H Cumulative Preferred Stock. On August 25, 2017, the Company issued 3.4 million shares of 7.50% Series H cumulative preferred stock. The Series H cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series A cumulative preferred stock (all shares redeemed on September 18, 2017), Series D cumulative preferred stock (7.1 million shares redeemed in 2017), Series F cumulative preferred stock, Series G cumulative preferred stock and Series I cumulative preferred stock (discussed below)) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. On September 8, 2017, we issued 400,000 additional shares of 7.50% Series H cumulative preferred stock pursuant to the over-allotment option. Series H cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series H cumulative preferred stock is redeemable at our option for cash (on or after August 25, 2022), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series H cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series H cumulative preferred stock is convertible into a maximum 8.25083 shares of our common stock. The actual number is based on a formula as defined in the Series H cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series H cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series H cumulative preferred stock to common stock have not been met as of period end. Therefore, Series H cumulative preferred stock will not impact our earnings per share.

Dividends on the Series H cumulative preferred stock accrue in the amount of $1.8750 per share each year, which is equivalent to 7.50% of the $25.00 liquidation preference per share of Series H cumulative preferred stock. Dividends on the Series H cumulative preferred stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day). The first dividend on the Series H cumulative preferred stock was paid on October 16, 2017 in the amount of $0.1875 per share.

7.50% Series I Cumulative Preferred Stock. On November 17, 2017, the Company issued 5.4 million shares of 7.50% Series I cumulative preferred stock. The Series I cumulative preferred stock ranks senior to all classes or series of the Company’s common stock and future junior securities, on a parity with each series of the Company’s outstanding preferred stock (the Series D cumulative preferred stock (7.1 million shares redeemed in 2017), Series F cumulative preferred stock, Series G cumulative preferred stock and Series H cumulative preferred stock) and with any future parity securities and junior to future senior securities and to all of the Company’s existing and future indebtedness, with respect to the payment of dividends and the distribution of amounts upon liquidation, dissolution or winding up of the Company’s affairs. Series I cumulative preferred stock has no maturity date, and we are not required to redeem the shares at any time. Series I cumulative preferred stock is redeemable at our option for cash (on or after November 17, 2022), in whole or from time to time in part, at a redemption price of $25.00 per share plus accrued and unpaid dividends, if any, at the redemption date. Series I cumulative preferred stock may be converted into shares of our common stock, at the option of the holder, in certain limited circumstances such as a change of control. Each share of Series I cumulative preferred stock is convertible into a maximum 8.06452 shares of our common stock. The actual number is based on a formula as defined in the Series I cumulative preferred stock agreement (unless the Company exercises its right to redeem the Series I cumulative preferred shares for cash, for a limited period upon a change in control). The necessary conditions to convert the Series I cumulative preferred stock to common stock have not been met as of period end. Therefore, Series I cumulative preferred stock will not impact our earnings per share.

Dividends on the Series I cumulative preferred stock accrue in the amount of $1.8750 per share each year, which is equivalent to 7.50% of the $25.00 liquidation preference per share of Series I cumulative preferred stock. Dividends on the Series I cumulative preferred stock are payable quarterly in arrears on the 15th day of January, April, July and October of each year (or, if not on a business day, on the next succeeding business day). The first dividend on the Series I cumulative preferred stock sold in this offering was paid on January 16, 2018 in the amount of $0.2292 per share.

Dividends—A summary of dividends declared is as follows (in thousands):

	Year Ended December 31,
	2017		2016		2015
Common stock	$	47,104	$	46,292	$	47,190
Preferred stocks:
Series A cumulative preferred stock	2,539		3,542		3,542
Series D cumulative preferred stock	18,211		20,002		20,002
Series E cumulative preferred stock	—		6,280		10,418
Series F cumulative preferred stock	8,849		4,130		—
Series G cumulative preferred stock	11,430		2,318		—
Series H cumulative preferred stock	2,494		—		—
Series I cumulative preferred stock	1,238		—		—
Total dividends declared	$	91,865	$	82,564	$	81,152

Noncontrolling Interests in Consolidated Entities—Our noncontrolling entity partner had an ownership interest of 15% in two hotel properties and a total carrying value of $646,000 and $756,000 at December 31, 2017 and 2016, respectively. Our ownership interest is reported in equity in the consolidated balance sheets. Noncontrolling interests in consolidated entities were allocated losses of $110,000, $14,000 and $30,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

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Stock-Based Compensation

12 Months Ended

Dec. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

Stock-Based Compensation

Under the Amended and Restated 2011 Stock Incentive Plan approved by stockholders, we are authorized to grant 17.3 million restricted stock units and performance stock units of our common stock as incentive stock awards. At December 31, 2017, 4.0 million shares were available for future issuance under the Amended and Restated 2011 Stock Incentive Plan.

Restricted Stock Units—Stock-based compensation expense of $5.4 million, $4.5 million and $1.9 million was recognized for the years ended December 31, 2017, 2016 and 2015 in connection with equity awards granted to employees of Ashford LLC and certain employees of Remington Lodging and is included in “advisory services fee” and “management fees,” respectively, in our consolidated statements of operations. Additionally, $90,000, $247,000 and $180,000 of stock-based compensation expense was recognized for the years ended December 31, 2017, 2016 and 2015, respectively, in connection with common stock issued to Ashford Trust’s directors, which vested immediately, and is included in “corporate general and administrative” expense on our consolidated statements of operations. At December 31, 2017, the unamortized cost of the unvested shares of restricted stock was $8.7 million which will be amortized over a period of 2.3 years, subject to future mark to market adjustments, and had vesting schedules between February 2018 and March 2021.

A summary of our restricted stock unit activity is as follows (shares in thousands):

	Year Ended December 31,
	2017				2016				2015
	Restricted Shares		Weighted Average Price at Grant		Restricted Shares		Weighted Average Price at Grant		Restricted Shares		Weighted Average Price at Grant
Outstanding at beginning of year	1,627		$	8.30	1,459		$	10.21	595		$	10.92
Restricted shares granted	1,272		6.46		862		6.26		1,183		9.93
Restricted shares vested	(759	)	8.82		(647	)	9.92		(299	)	10.53
Restricted shares forfeited	(55	)	6.73		(47	)	7.95		(20	)	10.13
Outstanding at end of year	2,085		7.03		1,627		8.30		1,459		10.21

Performance Stock Units—The compensation committee of the board of directors of the Company approved PSUs to certain executive officers, which have a three year cliff vesting. The award agreements provide for the grant of a target number of PSUs that will be settled in shares of common stock of the Company, if and when the applicable vesting criteria have been achieved following the end of the performance and service period. The target number of PSUs may be adjusted from 0% to 200% based on achievement of specified absolute and relative total stockholder returns based on the formulas determined by the Company’s Compensation Committee on the grant date. The performance criteria for the PSUs are based on market conditions under the relevant literature, and the PSUs were granted to non-employees. Compensation expense of $1.7 million and $982,000 was recorded for the years ended December 31, 2017 and 2016, respectively. The fair value of the unrecognized cost of PSUs, which was $4.0 million at December 31, 2017, will be expensed over a period of approximately 2.2 years.

A summary of our PSU activity is as follows (shares in thousands):

	Year Ended December 31,
	2017			2016
	PSUs	Weighted Average Price at Grant		PSUs	Weighted Average Price at Grant
Outstanding at beginning of year	336	$	6.38	—	$	—
PSUs granted	484	5.85		336	6.38
Outstanding at end of year	820	6.07		336	6.38

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Income Taxes

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

For federal income tax purposes, we elected to be treated as a REIT under the Internal Revenue Code. To qualify as a REIT, we must meet certain organizational and operational stipulations, including a requirement that we distribute at least 90% of our REIT taxable income, excluding net capital gains, to our stockholders. We currently intend to adhere to these requirements and maintain our REIT status. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) and may not qualify as a REIT for four subsequent taxable years. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes as well as to federal income and excise taxes on our undistributed taxable income.

At December 31, 2017, all of our 120 hotel properties were leased or owned by Ashford TRS (our taxable REIT subsidiaries). Ashford TRS recognized net book income of $4.2 million, $13.6 million and $23.4 million for the years ended December 31, 2017, 2016 and 2015, respectively.

The following table reconciles the income tax expense at statutory rates to the actual income tax (expense) benefit recorded (in thousands):

	Year Ended December 31,
	2017			2016			2015
Income tax (expense) benefit at federal statutory income tax rate of 35%	$	(1,478	)	$	(4,764	)	$	(8,205	)
State income tax (expense) benefit, net of federal income tax benefit	160			(742		)	(827		)
Permanent differences	(338		)	(798		)	(388		)
Revaluation of deferred tax assets and liabilities related to the 2017 Tax Act(1)	(5,242		)	—			—
Provision to return adjustment entirely offset by change in valuation allowance	957			—			—
Gross receipts and margin taxes	(913		)	(692		)	(886		)
Interest and penalties	(49		)	(7		)	(14		)
Valuation allowance	9,121			5,471			5,610
Total income tax (expense) benefit	$	2,218		$	(1,532	)	$	(4,710	)

________

⁽¹⁾ Partially offset within change in valuation allowance.

The components of income tax (expense) benefit from continuing operations are as follows (in thousands):

	Year Ended December 31,
	2017			2016			2015
Current:
Federal	$	5,264		$	(605	)	$	(3,377	)
State	(722		)	(1,229		)	(1,225		)
Total current	4,542			(1,834		)	(4,602		)
Deferred:
Federal	(2,192		)	278			(30		)
State	(132		)	24			(78		)
Total deferred	(2,324		)	302			(108		)
Total income tax (expense) benefit	$	2,218		$	(1,532	)	$	(4,710	)

For the years ended December 31, 2017, 2016 and 2015 income tax expense includes interest and penalties paid to taxing authorities of $49,000, $7,000 and $14,000, respectively. At December 31, 2017 and 2016, we determined that there were no amounts to accrue for interest and penalties due to taxing authorities.

At December 31, 2017 and 2016, our deferred tax asset (liability) and related valuation allowance consisted of the following (in thousands):

	December 31,
	2017			2016
Allowance for doubtful accounts	$	168		$	260
Unearned income	1,926			2,764
Unfavorable management contract liability	—			516
Federal and state net operating losses	4,153			10,841
Accrued expenses	1,693			2,582
Prepaid expenses	(4,666		)	(4,591		)
Alternative minimum tax credit	—			2,005
Tax property basis less than book basis	(846		)	(1,379		)
Tax derivatives basis greater than book basis	2,034			2,851
Other	623			681
Deferred tax asset (liability)	5,085			16,530
Valuation allowance	(6,232		)	(15,353		)
Net deferred tax asset (liability)	$	(1,147	)	$	1,177

At December 31, 2017, Ashford TRS had net operating loss carryforwards for federal income tax purposes of $17.4 million, which begin to expire in 2029, and are available to offset future taxable income, if any, through 2034. Approximately $10.1 million of the $17.4 million of net operating loss carryforwards is attributable to acquired subsidiaries and subject to substantial limitation on their use. At December 31, 2017, Ashford Hospitality Trust, Inc., our REIT, had net operating loss carryforwards for federal income tax purposes of $425.0 million, which begin to expire in 2023, and are available to offset future taxable income, if any, through 2035.

At December 31, 2017 and 2016, we maintained a valuation allowance of $6.2 million and $15.4 million, respectively. At December 31, 2017 and 2016, we fully reserved the deferred tax assets of several of our TRS’s as we believe it is more likely than not that these deferred tax assets will not be realized. We considered all available evidence, both positive and negative. We concluded that the objectively verifiable negative evidence of a history of consolidated losses and the limitations imposed by the Internal Revenue Code on the utilization of net operating losses of acquired subsidiaries outweigh the positive evidence. We believe this treatment is appropriate considering the nature of the intercompany transactions and leases between the REIT and its subsidiaries and that the current level of taxable income at the TRS is primarily attributable by our current transfer pricing arrangements. The transfer pricing arrangements are updated upon the expiration and renewal of the intercompany leases starting in 2017 and 2018. The intercompany rents are determined in accordance with the arms' length transfer pricing standard, taking into account the cost of ownership to the REIT among other factors. We do not recognize deferred tax assets and a valuation allowance for the REIT since the REIT distributes its taxable income as dividends to stockholders, and in turn, the stockholders incur income taxes on those dividends.

The following table summarizes the changes in the valuation allowance (in thousands):

	Year Ended December 31,
	2017			2016			2015
Balance at beginning of year	$	15,353		$	20,670		$	29,335
Additions	2,053			2,169			4,774
Deductions	(11,174		)	(7,486		)	(13,439		)
Balance at end of year	$	6,232		$	15,353		$	20,670

On December 22, 2017, President Trump signed the Tax Cuts and Jobs Act (“Tax Reform”) into legislation. Under ASC 740, the effects of changes in tax rates and laws are recognized in the period in which the new legislation is enacted. In the case of U.S. federal income taxes, the enactment date is the date the bill becomes law (i.e., upon presidential signature). With respect to this legislation, we expect a one-time tax benefit of approximately $1.1 million, due to a re-measurement of deferred tax assets and liabilities resulting from the decrease in the corporate Federal income tax rate from 35% to 21% as well as the refund of existing credits against Alternative Minimum Tax. We are in the process of analyzing certain other provisions of this legislation which may impact our effective tax rate. Additionally on December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. The Company has recognized the estimated tax impacts related to the revaluation of deferred tax assets and liabilities as well as tax refunds and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The ultimate impact may differ from these estimated amounts, due to, among other things, additional analysis, changes in interpretations and assumptions the Company has made, additional regulatory guidance that may be issued, and actions the Company may take as a result of the Tax Reform Act. The accounting is expected to be complete on or before the date the 2017 U.S. income tax returns are filed in 2018.

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Income (Loss) Per Share

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

Income (Loss) Per Share

Income (Loss) Per Share

The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts):

	Year Ended December 31,
	2017			2016			2015
Income (loss) attributable to common stockholders – Basic and diluted:
Income (loss) from continuing operations attributable to the Company	$	(67,008	)	$	(46,285	)	$	270,939
Less: Dividends on preferred stocks	(44,761		)	(36,272		)	(33,962		)
Less: Extinguishment of issuance costs upon redemption of Series E preferred stock	(10,799		)	(6,124		)	—
Less: Dividends on common stock	(45,752		)	(45,388		)	(46,498		)
Less: Dividends on unvested performance stock units	(393		)	(161		)	—
Less: Dividends on unvested restricted shares	(959		)	(743		)	(692		)
Less: Undistributed (income) from continuing operations allocated to unvested shares	—			—			(2,390		)
Undistributed income (loss)	(169,672		)	(134,973		)	187,397
Add back: Dividends on common stock	45,752			45,388			46,498
Distributed and undistributed income (loss) from continuing operations - basic	$	(123,920	)	$	(89,585	)	$	233,895
Add back: Income from continuing operations allocated to operating partnership units	—			—			35,503
Distributed and undistributed net income (loss) from continuing operations - diluted	$	(123,920	)	$	(89,585	)	$	269,398
Weighted average common shares outstanding:
Weighted average common shares outstanding - basic	95,207			94,426			96,290
Effect of assumed conversion of operating partnership units	—			—			18,591
Weighted average common shares outstanding - diluted	95,207			94,426			114,881
Basic income (loss) per share:
Net income (loss) allocated to common stockholders per share	$	(1.30	)	$	(0.95	)	$	2.43
Diluted income (loss) per share:
Net income (loss) allocated to common stockholders per share	$	(1.30	)	$	(0.95	)	$	2.35

Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands):

	Year Ended December 31,
	2017			2016			2015
Income (loss) from continuing operations allocated to common stockholders is not adjusted for:
Income (loss) allocated to unvested restricted shares	$	959		$	743		$	3,082
Income (loss) allocated to unvested performance stock units	393			161			—
Income (loss) attributable to redeemable noncontrolling interests in operating partnership	(21,642		)	(12,483		)	—
Total	$	(20,290	)	$	(11,579	)	$	3,082
Weighted average diluted shares are not adjusted for:
Effect of unvested restricted shares	376			373			485
Effect of unvested performance stock units	258			102			—
Effect of assumed conversion of operating partnership units	17,342			18,727			—
Total	17,976			19,202			485

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Segment Reporting

12 Months Ended

Dec. 31, 2017

Segment Reporting [Abstract]

Segment Reporting

Segment Reporting

We operate in one business segment within the hotel lodging industry: direct hotel investments. Direct hotel investments refer to owning hotel properties through either acquisition or new development. We report operating results of direct hotel investments on an aggregate basis as substantially all of our hotel investments have similar economic characteristics and exhibit similar long-term financial performance. As of December 31, 2017 and 2016, all of our hotel properties were domestically located.

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Related Party Transactions

12 Months Ended

Dec. 31, 2017

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

As of December 31, 2017, we have management agreements with parties owned by our Chairman and our Chairman Emeritus. Under the agreements, we pay Remington Lodging a) monthly property management fees equal to the greater of $13,000 (increased annually based on consumer price index adjustments) or 3% of gross revenues as well as annual incentive management fees, if certain operational criteria are met, b) project management fees of up to 4% of project costs, c) market service fees including purchasing, design and construction management not to exceed 16.5% of project budget cumulatively, including project management fees, and d) other general and administrative expense reimbursements primarily related to accounting services. This related party allocates such charges to us based on various methodologies, including headcount and actual amounts incurred.

At December 31, 2017, the related party managed 82 of our 120 hotel properties and the WorldQuest condominium properties included in continuing operations and we incurred the following fees (including discontinued operations) related to the management agreements with the related party (in thousands):

	Year Ended December 31,
	2017		2016		2015
Property management fees, including incentive property management fees	$	30,629	$	31,164	$	29,004
Market service fees	21,315		18,751		14,291
Corporate general and administrative and fixed asset reimbursements	5,652		5,435		4,677
Total	$	57,596	$	55,350	$	47,972

Management agreements with the related party include exclusivity clauses that require us to engage such related party, unless our independent directors either (i) unanimously vote to hire a different manager or developer or (ii) by a majority vote elect not to engage such related party because either special circumstances exist such that it would be in the best interest of our Company not to engage such related party, or, based on the related party’s prior performance, it is believed that another manager or developer could perform the management, development or other duties materially better.

Upon formation, we also agreed to indemnify certain related parties, including our Chairman and our Chairman Emeritus, who contributed hotel properties in connection with our initial public offering in exchange for operating partnership units, against the income tax such related parties may incur if we dispose of one or more of those contributed properties under the terms of the agreement.

Ashford LLC, a subsidiary of Ashford Inc., acts as our advisor, and as a result, we pay advisory fees to Ashford LLC. We are required to pay Ashford LLC a quarterly base fee that is a percentage of our total market capitalization on a declining sliding scale plus the Key Money Asset Management Fee (defined in our advisory agreement as the aggregate gross asset value of all key money assets multiplied by 0.70%), subject to a minimum quarterly base fee, as payment for managing our day-to-day operations in accordance with our investment guidelines. Total market capitalization includes the aggregate principal amount of our consolidated indebtedness (including our proportionate share of debt of any entity that is not consolidated but excluding our joint venture partners’ proportionate share of consolidated debt). The range of base fees on the scale are between 0.70% and 0.50% per annum for total market capitalization that ranges from less than $6.0 billion to greater than $10.0 billion. At December 31, 2017, the quarterly base fee was 0.70% based on our current market capitalization. We are also required to pay Ashford LLC an incentive fee that is measured annually. Each year that our annual total stockholder return exceeds the average annual total stockholder return for our peer group we will pay Ashford LLC an incentive fee over the following three years, subject to the FCCR Condition, as defined in the advisory agreement. We also reimburse Ashford LLC for certain reimbursable overhead and internal audit, insurance claims advisory and asset management services, as specified in the advisory agreement. We also record equity-based compensation expense for equity grants of common stock and LTIP units awarded to our officers and employees of Ashford LLC in connection with providing advisory services equal to the fair value of the award in proportion to the requisite service period satisfied during the period.

The following table summarizes the advisory services fees incurred (in thousands):

	Year Ended December 31,
	2017		2016		2015
Advisory services fee
Base advisory fee	$	34,650	$	34,589	$	33,833
Reimbursable expenses (1)	7,472		5,917		6,471
Equity-based compensation (2)	11,077		8,429		2,719
Incentive fee	—		5,426		—
Total advisory services fee	$	53,199	$	54,361	$	43,023

________

⁽¹⁾  Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services.

⁽²⁾  Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC.

In connection with our acquisition of the Le Pavillon in 2015 and Ashford Inc.’s engagement to provide hotel advisory services to us, Ashford Inc. agreed to provide$4.0 million of key money consideration to purchase furniture, fixtures and equipment (“FF&E”). During the fourth quarter of 2016, the $4.0 million of key money consideration was invested in FF&E by Ashford Inc. to be used by Ashford Trust, which represented all of the key money consideration for Le Pavillon. The hotel advisory services and the lease are considered a multiple element arrangement, in accordance with the applicable accounting guidance. As such, a portion of the base advisory fee is allocated to lease expense equal to the estimated fair value of the lease payments that would have been made. Lease expense of $633,000 and $112,000 was recognized for the years ended December 31, 2017 and 2016, respectively, and was included in “other” hotel expense in the consolidated statements of operations.

In accordance with our advisory agreement, our advisor, or entities in which our advisor has an interest, have a right to provide products or services to our hotel properties, provided such transactions are evaluated and approved by our independent directors. The following table summarizes the entities in which our advisor has an interest with which we or our hotel properties contracted for products and services, the fees paid by us for those services, the applicable classification on our consolidated financial statements and the amount payable to each entity (included in “due to Ashford Inc.”) (in thousands):

		Year Ended December 31, 2017													As of December 31, 2017
Company	Product or Service	Transaction Amount		Investments in Hotel Properties, net (1)		Indebtedness, net (2)			Other Revenue		Other Hotel Expenses		Corporate, General and Administrative		Due to (from) Ashford Inc.
OpenKey	Mobile key app	$	60	$	—	$	—		$	—	$	60	$	—	$	8
Pure Rooms	“Allergy friendly” premium rooms	1,309		1,309		—			—		—		—		296
Lismore Capital	Mortgage placement services	913		—		(913		)	—		—		—		—
J&S Audio Visual	Commissions from audio visual services	66		—		—			66		—		—		(52		)
AIM	Cash management services	1,976		—		—			—		—		1,976		347

________

⁽¹⁾  Recorded in furniture, fixtures and equipment and depreciated over the estimated useful life.

⁽²⁾  Recorded as deferred loan costs, which are included in “indebtedness, net” on our consolidated balance sheets and amortized over the initial term of the applicable loan agreement.

At December 31, 2017 and 2016, we had payables of $14.5 million and $15.7 million, respectively, included in due to Ashford Inc., net, associated with advisory services and hotel services fees payable.

On July 31, 2015, we entered into a block trade with an unaffiliated third party, pursuant to a sale arrangement between the Company, Ashford Inc. and Ashford Prime. The block trade included the repurchase and retirement of approximately 5.8 million shares of our common stock at a price of $9.00 per share for a total cost of approximately $51.8 million. The sale arrangement and block trade were evaluated and approved by the independent members of our board of directors. The block trade purchase price and other terms of the sale arrangement were the result of negotiations with the third party. We did not receive any concessions or economic benefits from Ashford Inc. pertaining to our current contractual arrangements with Ashford Inc. in connection with this block trade. The block trade settled on August 4, 2015.

Certain employees of Remington Lodging, who perform work on behalf of Ashford Trust, were granted approximately 131,000, 173,000 and 147,000 shares of restricted stock under the Ashford Trust Stock Plan during 2017, 2016 and 2015, respectively. These share grants were accounted for under the applicable accounting guidance related to share-based payments granted to non-employees and are recorded as a component of “management fees” in our consolidated statements of operations. Expense of $645,000, $639,000 and $213,000 was recognized for the year ended December 31, 2017, 2016 and 2015, respectively. The unamortized fair value of the grants was $1.1 million as of December 31, 2017, which will be recognized over a period of 2.3 years, subject to future mark to market adjustments.

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Concentration of Risk

12 Months Ended

Dec. 31, 2017

Risks and Uncertainties [Abstract]

Concentration of Risk

Concentration of Risk

Our investments are primarily concentrated within the hotel industry. Our investment strategy is to acquire full service hotels in the upscale and upper upscale segments in domestic and international markets that have RevPAR generally less than twice the national average. During 2017, approximately 10% of our total hotel revenue was generated from nine hotel properties located in the Washington D.C. area. In addition, all hotel properties securing our mortgage loans are located domestically at December 31, 2017. Accordingly, adverse conditions in the hotel industry will have a material adverse effect on our operating and investment revenues and cash available for distribution to stockholders.

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions, U.S. government treasury bill holdings and amounts due or payable under our derivative contracts. At December 31, 2017, we have exposure risk related to our derivative contracts. Our counterparties are investment grade financial institutions.

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Selected Quarterly Financial Data (Unaudited)

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

Selected Quarterly Financial Data (Unaudited)

Selected Quarterly Financial Data (Unaudited)

The following is a summary of the quarterly results of operations for the years ended December 31, 2017 and 2016 (in thousands, except per share data):

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
2017
Total revenue	$	353,709		$	390,670		$	353,325		$	341,566		$	1,439,270
Total operating expenses	325,447			332,185			323,709			322,924			1,304,265
Operating income (loss)	$	28,262		$	58,485		$	29,616		$	18,642		$	135,005
Income (loss) from continuing operations	$	(31,937	)	$	10,428		$	(28,726	)	$	(38,525	)	$	(88,760	)
Income (loss) from continuing operations attributable to the Company	$	(25,413	)	$	10,184		$	(21,808	)	$	(29,971	)	$	(67,008	)
Income (loss) from continuing operations attributable to common stockholders	$	(36,369	)	$	(772	)	$	(37,755	)	$	(47,672	)	$	(122,568	)
Diluted income (loss) from continuing operations attributable to common stockholders per share	$	(0.39	)	$	(0.01	)	$	(0.40	)	$	(0.50	)	$	(1.30	)	(1	)
Weighted average diluted common shares	94,840			95,320			95,332			95,328			95,207
2016
Total revenue	$	367,772		$	410,670		$	371,931		$	341,670		$	1,492,043
Total operating expenses	326,369			341,203			330,857			337,910			1,336,339
Operating income (loss)	$	41,403		$	69,467		$	41,074		$	3,760		$	155,704
Income (loss) from continuing operations	$	(12,139	)	$	35,135		$	(25,138	)	$	(56,640	)	$	(58,782	)
Income (loss) from continuing operations attributable to the Company	$	(9,989	)	$	30,753		$	(20,145	)	$	(46,904	)	$	(46,285	)
Income (loss) from continuing operations attributable to common stockholders	$	(18,479	)	$	22,262		$	(35,144	)	$	(57,320	)	$	(88,681	)
Diluted income (loss) from continuing operations attributable to common stockholders per share	$	(0.20	)	$	0.23		$	(0.37	)	$	(0.61	)	$	(0.95	)	(1	)
Weighted average diluted common shares	94,136			94,474			94,531			94,585			94,426

_________________

⁽¹⁾ The sum of the diluted income (loss) from continuing operations attributable to common stockholders per share for the four quarters in 2017 and 2016 differs from the annual diluted income (loss) from continuing operations attributable to common stockholders per share due to the required method of computing the weighted average diluted common shares in the respective periods.

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Subsequent Event

12 Months Ended

Dec. 31, 2017

Subsequent Events [Abstract]

Subsequent Event

Subsequent Event

On January 17, 2018, we refinanced our $376.8 million mortgage loan. The new mortgage loan totaled $395.0 million. The new mortgage loan has a two-year initial term and fiveone-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and provides for a floating interest rate of LIBOR + 2.92%. The Mortgage loan is secured by eight hotels: Embassy Suites Portland, Embassy Suites Crystal City, Embassy Suites Orlando, Embassy Suites Santa Clara, Crowne Plaza Key West, Hilton Costa Mesa, Sheraton Minneapolis, and Historic Inns of Annapolis.

On February 20, 2018, we completed the sale of the SpringHill Suites Glen Allen for approximately $10.9 million.

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Real Estate and Accumulated Depreciation

12 Months Ended

Dec. 31, 2017

SEC Schedule III, Real Estate and Accumulated Depreciation Disclosure [Abstract]

REAL ESTATE AND ACCUMULATED DEPRECIATION

SCHEDULE III

ASHFORD HOSPITALITY TRUST, INC. AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2017

(dollars in thousands)

Column A		Column B		Column C				Column D					Column E						Column F		Column G	Column H	Column I
				Initial Cost				Costs Capitalized Since Acquisition					Gross Carrying Amount At Close of Period
Hotel Property	Location	Encumbrances		Land		FF&E, Buildings and improvements		Land		FF&E, Buildings and improvements			Land		FF&E, Buildings and improvements		Total		Accumulated Depreciation		Construction Date	Acquisition Date	Income Statement
Embassy Suites	Austin, TX	$	23,810	$	1,204	$	9,388	$	193	$	7,000		$	1,397	$	16,388	$	17,785	$	7,643	08/1998		(1),(2),(3)
Embassy Suites	Dallas, TX	15,760		1,878		8,907		238		7,277			2,116		16,184		18,300		8,183		12/1998		(1),(2),(3)
Embassy Suites	Herndon, VA	17,639		1,303		9,836		277		9,460			1,580		19,296		20,876		8,826		12/1998		(1),(2),(3)
Embassy Suites	Las Vegas, NV	30,860		3,307		16,952		397		14,909			3,704		31,861		35,565		13,565		05/1999		(1),(2),(3)
Embassy Suites	Flagstaff, AZ	14,814		1,267		4,278		—		4,887			1,267		9,165		10,432		4,701			10/2003	(1),(2),(3)
Embassy Suites	Houston, TX	18,150		1,799		10,404		—		7,120			1,799		17,524		19,323		6,290			03/2005	(1),(2),(3)
Embassy Suites	West Palm Beach, FL	20,180		3,277		13,949		—		9,630			3,277		23,579		26,856		10,033			03/2005	(1),(2),(3)
Embassy Suites	Philadelphia, PA	34,513		5,791		34,819		—		14,928			5,791		49,747		55,538		15,962			12/2006	(1),(2),(3)
Embassy Suites	Walnut Creek, CA	36,342		7,452		25,334		—		16,224			7,452		41,558		49,010		12,016			12/2006	(1),(2),(3)
Embassy Suites	Arlington, VA	44,802		36,065		41,588		—		8,954			36,065		50,542		86,607		16,468			04/2007	(1),(2),(3)
Embassy Suites	Portland, OR	75,360		11,110		60,048		—		8,927			11,110		68,975		80,085		21,672			04/2007	(1),(2),(3)
Embassy Suites	Santa Clara, CA	62,473		8,948		46,239		—		9,158			8,948		55,397		64,345		15,162			04/2007	(1),(2),(3)
Embassy Suites	Orlando, FL	15,373		5,674		21,593		—		10,148			5,674		31,741		37,415		8,991			04/2007	(1),(2),(3)
Hilton Garden Inn	Jacksonville, FL	11,980		1,751		9,164		—		5,295			1,751		14,459		16,210		4,599			11/2003	(1),(2),(3)
Hilton Garden Inn	Austin, TX	44,963		7,605		48,725		—		7,734			7,605		56,459		64,064		8,855			03/2015	(1),(2),(3)
Hilton Garden Inn	Baltimore, MD	19,337		4,027		20,199		—		65			4,027		20,264		24,291		1,709			03/2015	(1),(2),(3)
Hilton Garden Inn	Virginia Beach, VA	24,289		4,101		26,329		—		(68		)	4,101		26,261		30,362		2,101			03/2015	(1),(2),(3)
Hilton Garden Inn	Wisconsin Dells, WI	12,000		867		14,318		—		1,678			867		15,996		16,863		1,584			08/2015	(1),(2),(3)
Hilton	Ft. Worth, TX	51,023		4,538		13,922		—		18,649			4,538		32,571		37,109		15,597			03/2005	(1),(2),(3)
Hilton	Houston, TX	20,330		2,200		13,247		—		9,764			2,200		23,011		25,211		10,012			03/2005	(1),(2),(3)
Hilton	St. Petersburg, FL	49,660		2,991		13,907		—		20,367			2,991		34,274		37,265		15,702			03/2005	(1),(2),(3)
Hilton	Santa Fe, NM	17,909		7,004		10,689		—		11,019			7,004		21,708		28,712		10,190			12/2006	(1),(2),(3)
Hilton	Bloomington, MN	52,644		5,685		59,139		—		14,055			5,685		73,194		78,879		24,690			04/2007	(1),(2),(3)
Hilton	Costa Mesa, CA	64,960		12,917		91,791		—		16,729			12,917		108,520		121,437		35,054			04/2007	(1),(2),(3)
Hilton	Boston, MA	97,000		62,555		134,407		—		12,165			62,555		146,572		209,127		12,768			03/2015	(1),(2),(3)
Hilton	Parsippany, NJ	52,195		7,293		58,098		—		10,358			7,293		68,456		75,749		14,022			03/2015	(1),(2),(3)
Hilton	Tampa, FL	21,067		5,206		21,186		—		9,315			5,206		30,501		35,707		3,590			03/2015	(1),(2),(3)
Hampton Inn	Lawrenceville, GA	5,628		697		3,808		—		3,069			697		6,877		7,574		2,543			11/2003	(1),(2),(3)
Hampton Inn	Evansville, IN	11,330		1,301		5,034		—		2,638			1,301		7,672		8,973		3,577			09/2004	(1),(2),(3)
Hampton Inn	Parsippany, NJ	22,010		3,268		24,306		—		2,828			3,268		27,134		30,402		3,065			03/2015	(1),(2),(3)
Hampton Inn	Buford, GA	8,964		1,168		5,338		—		1,274			1,168		6,612		7,780		2,636			07/2004	(1),(2),(3)
Hampton Inn	Phoenix, AZ	11,267		853		10,145		—		101			853		10,246		11,099		809			06/2015	(1),(2),(3)
Hampton Inn - Waterfront	Pittsburgh, PA	12,786		2,335		18,663		—		(517		)	2,335		18,146		20,481		1,312			06/2015	(1),(2),(3)
Hampton Inn - Washington	Pittsburgh, PA	17,341		2,760		19,739		—		1,351			2,760		21,090		23,850		2,987			06/2015	(1),(2),(3)
Hampton Inn	Columbus, OH	21,017		1,789		27,210		—		2,126			1,789		29,336		31,125		4,195			06/2015	(1),(2),(3)

Column A		Column B	Column C		Column D				Column E			Column F	Column G	Column H	Column I
			Initial Cost		Costs Capitalized Since Acquisition				Gross Carrying Amount At Close of Period
Hotel Property	Location	Encumbrances	Land	FF&E, Buildings and improvements	Land		FF&E, Buildings and improvements		Land	FF&E, Buildings and improvements	Total	Accumulated Depreciation	Construction Date	Acquisition Date	Income Statement
Marriott	Beverly Hills, CA	97,898	6,510	22,061	—		31,305		6,510	53,366	59,876	22,959		03/2005	(1),(2),(3)
Marriott	Durham, NC	23,714	1,794	25,056	—		12,513		1,794	37,569	39,363	11,181		02/2006	(1),(2),(3)
Marriott	Arlington, VA	95,207	20,637	101,376	—		54,444		20,637	155,820	176,457	49,996		07/2006	(1),(2),(3)
Marriott	Bridgewater, NJ	64,520	5,059	89,268	—		4,430		5,059	93,698	98,757	27,437		04/2007	(1),(2),(3)
Marriott	Dallas, TX	24,624	2,701	30,893	—		14,693		2,701	45,586	48,287	13,292		04/2007	(1),(2),(3)
Marriott	Fremont, CA	60,684	5,800	44,200	—		(1,675	)	5,800	42,525	48,325	5,697		8/2014	(1),(2),(3)
Marriott	Memphis, TN	33,300	6,210	37,284	—		1,090		6,210	38,374	44,584	5,286		02/2015	(1),(2),(3)
Marriott	Irving, TX	72,318	8,330	82,272	—		6,515		8,330	88,787	97,117	7,514		03/2015	(1),(2),(3)
Marriott	Omaha, NE	45,120	6,641	49,887	—		8,112		6,641	57,999	64,640	5,873		03/2015	(1),(2),(3)
Marriott	San Antonio, TX	33,329	9,764	31,384	2,024		1,955		11,788	33,339	45,127	3,306		03/2015	(1),(2),(3)
Marriott	Sugarland, TX	78,606	9,047	84,043	—		(2,570	)	9,047	81,473	90,520	6,230		03/2015	(1),(2),(3)
SpringHill Suites by Marriott	Jacksonville, FL	—	1,348	7,111	—		3,455		1,348	10,566	11,914	3,852		11/2003	(1),(2),(3)
SpringHill Suites by Marriott	Baltimore, MD	14,164	2,502	13,206	—		4,521		2,502	17,727	20,229	6,961		05/2004	(1),(2),(3)
SpringHill Suites by Marriott	Kennesaw, GA	6,861	1,106	5,021	—		3,223		1,106	8,244	9,350	2,200		07/2004	(1),(2),(3)
SpringHill Suites by Marriott	Buford, GA	9,879	1,132	6,089	—		1,038		1,132	7,127	8,259	2,741		07/2004	(1),(2),(3)
SpringHill Suites by Marriott (5)	Centreville, VA	5,992	1,806	11,712	(1,806	)	(11,712	)	—	—	—	—		06/2005	(1),(2),(3),(4)
SpringHill Suites by Marriott	Charlotte, NC	13,284	1,235	6,818	—		963		1,235	7,781	9,016	2,746		06/2005	(1),(2),(3)
SpringHill Suites by Marriott	Durham, NC	6,929	1,090	3,991	—		1,097		1,090	5,088	6,178	1,932		06/2005	(1),(2),(3)
SpringHill Suites by Marriott	Manhattan Beach, CA	24,430	5,726	21,187	—		1,484		5,726	22,671	28,397	6,776		04/2007	(1),(2),(3)
SpringHill Suites by Marriott	Plymouth Meeting, PA	14,498	3,210	24,578	—		1,768		3,210	26,346	29,556	7,744		04/2007	(1),(2),(3)
SpringHill Suites by Marriott (5)	Glen Allen, VA	7,277	2,045	15,802	(2,045	)	(15,802	)	—	—	—	—		04/2007	(1),(2),(3),(4)
Fairfield Inn by Marriott	Kennesaw, GA	5,382	840	4,359	—		865		840	5,224	6,064	2,079		07/2004	(1),(2),(3)
Courtyard by Marriott	Bloomington, IN	14,520	900	10,741	—		4,303		900	15,044	15,944	5,617		09/2004	(1),(2),(3)
Courtyard by Marriott - Tremont	Boston, MA	87,253	24,494	85,246	—		13,821		24,494	99,067	123,561	14,639		03/2015	(1),(2),(3)
Courtyard by Marriott	Columbus, IN	4,981	673	4,804	—		3,984		673	8,788	9,461	3,236		09/2004	(1),(2),(3)
Courtyard by Marriott	Denver, CO	31,128	9,342	29,656	—		3,049		9,342	32,705	42,047	5,219		03/2015	(1),(2),(3)
Courtyard by Marriott	Louisville, KY	18,834	1,352	12,266	—		1,632		1,352	13,898	15,250	5,161		09/2004	(1),(2),(3)
Courtyard by Marriott	Gaithersburg, MD	28,456	5,128	30,522	—		1,318		5,128	31,840	36,968	2,431		03/2015	(1),(2),(3)
Courtyard by Marriott	Crystal City, VA	43,350	5,411	38,610	—		9,378		5,411	47,988	53,399	15,108		06/2005	(1),(2),(3)
Courtyard by Marriott	Ft. Lauderdale, FL	21,264	2,244	18,520	—		6,463		2,244	24,983	27,227	8,260		06/2005	(1),(2),(3)
Courtyard by Marriott	Overland Park, KS	9,144	1,868	14,030	—		5,486		1,868	19,516	21,384	7,458		06/2005	(1),(2),(3)
Courtyard by Marriott	Savannah, GA	30,892	6,948	31,755	—		(499	)	6,948	31,256	38,204	2,414		03/2015	(1),(2),(3)
Courtyard by Marriott	Foothill Ranch, CA	22,150	2,447	16,005	—		3,523		2,447	19,528	21,975	6,633		06/2005	(1),(2),(3)
Courtyard by Marriott	Alpharetta, GA	20,040	2,244	12,345	—		4,071		2,244	16,416	18,660	6,005		06/2005	(1),(2),(3)
Courtyard by Marriott	Oakland, CA	23,714	5,112	19,429	—		4,295		5,112	23,724	28,836	7,307		04/2007	(1),(2),(3)
Courtyard by Marriott	Scottsdale, AZ	16,048	3,700	22,134	—		4,719		3,700	26,853	30,553	8,561		04/2007	(1),(2),(3)
Courtyard by Marriott	Plano, TX	16,958	2,115	22,360	—		2,286		2,115	24,646	26,761	7,630		04/2007	(1),(2),(3)
Courtyard by Marriott	Newark, CA	29,993	2,863	10,723	—		3,785		2,863	14,508	17,371	5,239		04/2007	(1),(2),(3)
Courtyard by Marriott	Manchester, CT	6,530	1,301	7,430	—		2,187		1,301	9,617	10,918	3,480		04/2007	(1),(2),(3)
Courtyard by Marriott	Basking Ridge, NJ	38,528	5,419	45,304	—		7,413		5,419	52,717	58,136	15,084		04/2007	(1),(2),(3)
Courtyard by Marriott	Wichita, KS	18,380	291	23,090	—		505		291	23,595	23,886	3,191		06/2015	(1),(2),(3)

Column A		Column B	Column C		Column D				Column E			Column F	Column G	Column H	Column I
			Initial Cost		Costs Capitalized Since Acquisition				Gross Carrying Amount At Close of Period
Hotel Property	Location	Encumbrances	Land	FF&E, Buildings and improvements	Land		FF&E, Buildings and improvements		Land	FF&E, Buildings and improvements	Total	Accumulated Depreciation	Construction Date	Acquisition Date	Income Statement
Courtyard by Marriott - Billerica	Boston, MA	29,807	3,528	29,352	—		3,972		3,528	33,324	36,852	5,780		06/2015	(1),(2),(3)
Homewood Suites	Pittsburgh, PA	25,492	1,906	28,093	—		1,762		1,906	29,855	31,761	2,473		06/2015	(1),(2),(3)
Marriott Residence Inn	Lake Buena Vista, FL	26,125	2,555	20,367	—		9,280		2,555	29,647	32,202	9,876		03/2004	(1),(2),(3)
Marriott Residence Inn	Evansville, IN	7,980	961	5,972	—		3,531		961	9,503	10,464	3,793		09/2004	(1),(2),(3)
Marriott Residence Inn	Orlando, FL	26,712	6,554	40,539	—		11,868		6,554	52,407	58,961	15,376		06/2005	(1),(2),(3)
Marriott Residence Inn	Falls Church, VA	26,650	2,752	34,979	—		6,167		2,752	41,146	43,898	13,671		06/2005	(1),(2),(3)
Marriott Residence Inn	San Diego, CA	29,840	3,156	29,514	—		5,671		3,156	35,185	38,341	13,025		06/2005	(1),(2),(3)
Marriott Residence Inn	Salt Lake City, UT	16,428	1,897	16,357	—		4,440		1,897	20,797	22,694	8,097		06/2005	(1),(2),(3)
Marriott Residence Inn	Las Vegas, NV	27,394	18,177	39,568	(6,184	)	(11,655	)	11,993	27,913	39,906	5,269		04/2007	(1),(2),(3)
Marriott Residence Inn	Phoenix, AZ	17,868	4,100	23,187	—		6,363		4,100	29,550	33,650	10,236		04/2007	(1),(2),(3)
Marriott Residence Inn	Plano, TX	12,085	2,045	16,869	—		3,350		2,045	20,219	22,264	6,867		04/2007	(1),(2),(3)
Marriott Residence Inn	Newark, CA	31,771	3,272	11,706	—		5,070		3,272	16,776	20,048	6,645		04/2007	(1),(2),(3)
Marriott Residence Inn	Manchester, CT	7,000	1,462	8,306	—		4,244		1,462	12,550	14,012	4,622		04/2007	(1),(2),(3)
Marriott Residence Inn	Jacksonville, FL	10,216	1,997	16,084	—		5,039		1,997	21,123	23,120	5,586		05/2007	(1),(2),(3)
Marriott Residence Inn	Stillwater, OK	7,911	930	15,070	—		2,924		930	17,994	18,924	2,572		06/2015	(1),(2),(3)
Marriott Residence Inn	Tampa, FL	17,293	2,175	19,491	—		3,426		2,175	22,917	25,092	1,824		03/2015	(1),(2),(3)
TownePlace Suites by Marriott	Manhattan Beach, CA	18,168	4,805	17,543	—		4,606		4,805	22,149	26,954	6,695		04/2007	(1),(2),(3)
Ritz-Carlton	Atlanta, GA	68,702	2,477	80,139	—		15,250		2,477	95,389	97,866	7,578		03/2015	(1),(2),(3)
One Ocean	Atlantic Beach, FL	32,574	5,815	14,817	—		26,534		5,815	41,351	47,166	22,103		04/2004	(1),(2),(3)
Renaissance	Nashville, TN	114,968	20,671	158,260	—		10,347		20,671	168,607	189,278	14,536		03/2015	(1),(2),(3)
Renaissance	Palm Springs, CA	50,544	—	74,112	—		11,174		—	85,286	85,286	7,439		03/2015	(1),(2),(3)
Sheraton Hotel	Ann Arbor, MI	35,200	4,158	35,042	—		(295	)	4,158	34,747	38,905	2,685		06/2015	(1),(2),(3)
Sheraton Hotel	Langhorne, PA	10,306	2,037	12,424	—		12,837		2,037	25,261	27,298	12,030		07/2004	(1),(2),(3)
Sheraton Hotel	Minneapolis, MN	21,591	2,953	14,280	—		10,538		2,953	24,818	27,771	11,211		03/2005	(1),(2),(3)
Sheraton Hotel	Indianapolis, IN	60,410	3,100	22,041	—		26,023		3,100	48,064	51,164	21,396		03/2005	(1),(2),(3)
Sheraton Hotel	Anchorage, AK	47,316	4,023	39,363	—		15,475		4,023	54,838	58,861	18,119		12/2006	(1),(2),(3)
Sheraton Hotel	San Diego, CA	29,185	7,294	36,382	—		8,497		7,294	44,879	52,173	15,345		12/2006	(1),(2),(3)
Hyatt Regency	Coral Gables, FL	63,379	4,805	50,820	—		15,203		4,805	66,023	70,828	20,464		04/2007	(1),(2),(3)
Hyatt Regency	Hauppauge, NY	33,486	6,284	35,669	—		(2,062	)	6,284	33,607	39,891	4,934		03/2015	(1),(2),(3)
Hyatt Regency	Savannah, GA	69,252	14,041	72,721	—		11,043		14,041	83,764	97,805	8,765		03/2015	(1),(2),(3)
Crowne Plaza	Key West, FL	72,007	—	27,514	—		17,112		—	44,626	44,626	19,709		03/2005	(1),(2),(3)
Crowne Plaza	Annapolis, MD	—	—	9,903	—		8,810		—	18,713	18,713	3,542		03/2015	(1),(2),(3)
Annapolis Inn	Annapolis, MD	20,234	3,028	7,833	—		9,206		3,028	17,039	20,067	7,481		03/2005	(1),(2),(3)
Lakeway Resort & Spa	Austin, TX	25,100	4,541	28,940	—		5,296		4,541	34,236	38,777	6,589		02/2015	(1),(2),(3)
Silversmith	Chicago, IL	21,695	4,782	22,398	—		991		4,782	23,389	28,171	4,479		03/2015	(1),(2),(3)
The Churchill	Washington, DC	46,456	25,898	32,304	—		12,266		25,898	44,570	70,468	6,013		03/2015	(1),(2),(3)
The Melrose	Washington, DC	73,261	29,277	62,507	—		(1,283	)	29,277	61,224	90,501	4,871		03/2015	(1),(2),(3)

Column A		Column B		Column C				Column D						Column E						Column F		Column G	Column H	Column I
				Initial Cost				Costs Capitalized Since Acquisition						Gross Carrying Amount At Close of Period
Hotel Property	Location	Encumbrances		Land		FF&E, Buildings and improvements		Land			FF&E, Buildings and improvements			Land		FF&E, Buildings and improvements		Total		Accumulated Depreciation		Construction Date	Acquisition Date	Income Statement
Le Pavillon	New Orleans, LA	43,750		10,933		51,549		(2,600		)	7,084			8,333		58,633		66,966		4,630			06/2015	(1),(2),(3)
The Ashton	Ft. Worth, TX	5,336		800		7,187		—			1,333			800		8,520		9,320		1,265			07/2014	(1),(2),(3)
Westin	Princeton, NJ	49,732		6,475		52,195		—			6,260			6,475		58,455		64,930		5,419			03/2015	(1),(2),(3)
W	Atlanta, GA	40,500		2,353		54,383		—			(629		)	2,353		53,754		56,107		4,068			07/2015	(1),(2),(3)
W	Minneapolis, MN	53,789		8,430		79,713		—			806			8,430		80,519		88,949		7,095			11/2015	(1),(2),(3)
Le Meridien	Minneapolis, MN	—		2,752		12,248		—			1,800			2,752		14,048		16,800		961			07/2015	(1),(2),(3)
Hotel Indigo	Atlanta, GA	16,100		3,230		23,713		—			168			3,230		23,881		27,111		1,460			10/2015	(1),(2),(3)
WorldQuest Resort	Orlando, FL	—		1,432		9,870		(49		)	1,136			1,383		11,006		12,389		2,201			03/2011	(1),(2),(3)
Total		$	3,723,568	$	664,232	$	3,626,591	$	(9,555	)	$	783,026		$	654,677	$	4,409,617	$	5,064,294	$	1,028,379

_________________________

(1) Estimated useful life for buildings is 39 years.

(2) Estimated useful life for building improvements is 7.5 years.

(3) Estimated useful life for furniture and fixtures is 1.5 to 5 years.

(4) Amounts include impairment charges.

(5) These hotel properties were held for sale as of December 31, 2017.

	Year Ended December 31,
	2017			2016			2015
Investment in Real Estate:
Beginning balance	$	5,054,564		$	5,181,466		$	2,719,716
Additions	225,461			206,022			2,531,312
Impairment/write-offs	(111,820		)	(85,338		)	(57,596		)
Sales/disposals	(85,709		)	(227,988		)	(11,966		)
Assets held for sale	(18,202		)	(19,598		)	—
Ending balance	5,064,294			5,054,564			5,181,466
Accumulated Depreciation:
Beginning balance	894,001			761,782			591,105
Depreciation expense	247,220			245,953			211,434
Impairment/write-offs	(101,008		)	(67,022		)	(37,647		)
Sales/disposals	(11,364		)	(44,346		)	(3,110		)
Assets held for sale	(470		)	(2,366		)	—
Ending balance	1,028,379			894,001			761,782
Investment in Real Estate, net	$	4,035,915		$	4,160,563		$	4,419,684

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation—The accompanying consolidated financial statements include the accounts of Ashford Hospitality Trust, Inc., its majority-owned subsidiaries and its majority-owned joint ventures in which it has a controlling interest. All significant inter-company accounts and transactions between consolidated entities have been eliminated in these consolidated financial statements.

Ashford Trust OP is considered to be a variable interest entity (“VIE”), as defined by authoritative accounting guidance. A VIE must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. All major decisions related to Ashford Trust OP that most significantly impact its economic performance, including but not limited to operating procedures with respect to business affairs and any acquisitions, dispositions, financings, restructurings or other transactions with sellers, purchasers, lenders, brokers, agents and other applicable representatives, are subject to the approval of our wholly-owned subsidiary, Ashford Trust OP General Partner LLC, its general partner. As such, we consolidate Ashford Trust OP.

The following acquisitions/dispositions affect reporting comparability related to our consolidated financial statements:

Hotel Property	Location	Type	Date
Lakeway Resort & Spa	Austin, Texas	Acquisition	February 6, 2015
Memphis Marriott East	Memphis, Tennessee	Acquisition	February 25, 2015
PIM Highland JV (28.26% interest)	Various	Acquisition	March 6, 2015
Hampton Inn & Suites	Gainesville, Florida	Acquisition	April 29, 2015
Le Pavillon Hotel	New Orleans, Louisiana	Acquisition	June 3, 2015
9-hotel portfolio	Various	Acquisition	June 17, 2015
W Atlanta Downtown	Atlanta, Georgia	Acquisition	July 1, 2015
Le Meridien Minneapolis	Minneapolis, Minnesota	Acquisition	July 23, 2015
Hilton Garden Inn - Wisconsin Dells	Wisconsin Dells, Wisconsin	Acquisition	August 5, 2015
Hotel Indigo Atlanta	Atlanta, Georgia	Acquisition	October 15, 2015
W Minneapolis Foshay	Minneapolis, Minnesota	Acquisition	November 10, 2015
5-hotel portfolio	Various	Disposition	June 1, 2016
Hampton Inn & Suites	Gainesville, Florida	Disposition	September 1, 2016
SpringHill Suites Gaithersburg	Gaithersburg, Maryland	Disposition	October 1, 2016
2-hotel portfolio	Palm Desert, California	Disposition	October 7, 2016
Renaissance	Portsmouth, VA	Disposition	February 1, 2017
Embassy Suites	Syracuse, NY	Disposition	March 6, 2017
Crowne Plaza Ravinia	Atlanta, GA	Disposition	June 29, 2017

Use of Estimates

Use of Estimates—The preparation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents—Cash and cash equivalents include cash on hand or held in banks and short-term investments with an initial maturity of three months or less at the date of purchase.

Restricted Cash

Restricted Cash—Restricted cash includes reserves for debt service, real estate taxes, and insurance, as well as excess cash flow deposits and reserves for furniture, fixtures, and equipment replacements of approximately 4% to 6% of property revenue for certain hotels, as required by certain management or mortgage debt agreement restrictions and provisions. We early adopted Accounting Standards Updates (“ASU”) 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash effective January 1, 2017. See discussion in recently adopted accounting standards below.

Accounts and Notes Receivable

Note Receivable—Mezzanine loan financing, classified as note receivable, represented a loan held for investment and intended to be held to maturity. Note receivable was recorded at cost, net of unamortized loan origination costs and fees, loan purchase discounts, and allowance for losses when a loan is deemed to be impaired. Premiums, discounts, and net origination fees are amortized or accreted as an adjustment to interest income using the effective interest method over the life of the loan. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received when contractually due. Payments received on impaired nonaccrual loans are recorded as adjustments to impairment charges. No interest income was recorded for the years ended December 31, 2017, 2016 and 2015. Our note receivable was paid in full on December 2, 2016.

VIEs, as defined by authoritative accounting guidance, must be consolidated by their controlling interest beneficiaries if the VIE does not effectively disperse risks among the parties involved. We no longer hold the mezzanine note receivable at December 31, 2017, which was secured by a hotel property and was subordinate to the controlling interest in the secured hotel property. Although the note receivable was considered to be a variable interest in the entity that owns the related hotel, we were not considered to be the primary beneficiary of the hotel property as a result of holding the loan. Therefore, we did not consolidate the hotel property for which we had provided financing. We will evaluate the interests in entities acquired or created in the future to determine whether such entities should be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions.

Accounts Receivable—Accounts receivable consists primarily of meeting and banquet room rental and hotel guest receivables. We generally do not require collateral. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of guests to make required payments for services. The allowance is maintained at a level believed adequate to absorb estimated receivable losses. The estimate is based on past receivable loss experience, known and inherent credit risks, current economic conditions, and other relevant factors, including specific reserves for certain accounts.

Inventories

Inventories—Inventories, which primarily consist of food, beverages, and gift store merchandise, are stated at the lower of cost or market value. Cost is determined using the first-in, first-out method.

Investments in Hotel Properties, net

Investments in Hotel Properties, net—Hotel properties are generally stated at cost. However, four hotel properties contributed upon Ashford Trust’s formation in 2003 are stated at the predecessor’s historical cost, net of impairment charges, if any, plus a partial step-up related to the acquisition of noncontrolling interests from third parties associated with certain of these properties. For hotel properties owned through our majority-owned entities, the carrying basis attributable to the partners’ minority ownership is recorded at the predecessor’s historical cost, net of any impairment charges, while the carrying basis attributable to our majority ownership is recorded based on the allocated purchase price of our ownership interests in the entities. All improvements and additions that extend the useful life of the hotel properties are capitalized.

Impairment of Investment in Hotel Properties and Hotel Dispositions

Impairment of Investments in Hotel Properties—Hotel properties are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability of the hotel is measured by comparison of the carrying amount of the hotel to the estimated future undiscounted cash flows, which take into account current market conditions and our intent with respect to holding or disposing of the hotel. If our analysis indicates that the carrying value of the hotel is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the property’s net book value exceeds its estimated fair value, or fair value, less cost to sell. In evaluating impairment of hotel properties, we make many assumptions and estimates, including projected cash flows, expected holding period, and expected useful life. Fair value is determined through various valuation techniques, including internally developed discounted cash flow models, comparable market transactions and third-party appraisals, where considered necessary. Asset write-downs resulting from property damage are recorded up to the amount of the allocable property insurance deductible in the period that the property damage occurs. See note 5.

Hotel Dispositions—Discontinued operations are defined as the disposal of components of an entity that represents strategic shifts that have (or will have) a major effect on an entity’s operations and financial results. We believe that individual dispositions of hotel properties do not represent a strategic shift that has (or will have) a major effect on our operations and financial results as most will not fit the definition. See note 5.

Assets Held for Sale

Assets Held for Sale—We classify assets as held for sale when we have obtained a firm commitment from a buyer, and consummation of the sale is considered probable and expected within one year. The related operations of assets held for sale are reported as discontinued if the disposal is a component of an entity that represents a strategic shift that has (or will have) a major effect on our operations and cash flows. Depreciation and amortization will cease as of the date assets have met the criteria to be deemed held for sale. See note 5.

Investments in Unconsolidated Entities

Investments in Unconsolidated Entities—Investments in entities in which we have ownership interests ranging from 16.2% to 28.6%, at December 31, 2017, are accounted for under the equity method of accounting by recording the initial investment and our percentage of interest in the entities’ net income/loss. We review the investments in our unconsolidated entities for impairment in each reporting period pursuant to the applicable authoritative accounting guidance. An investment is impaired when its estimated fair value is less than the carrying amount of our investment. Any impairment is recorded in equity earnings (loss) in unconsolidated entities. No such impairment was recorded for the years ended December 31, 2017, 2016 and 2015.

Our investments in certain unconsolidated entities are considered to be variable interests in the underlying entities. VIE’s, as defined by authoritative accounting guidance, must be consolidated by a reporting entity if the reporting entity is the primary beneficiary because it has (i) the power to direct the VIE’s activities that most significantly impact the VIE’s economic performance, (ii) an implicit financial responsibility to ensure that a VIE operates as designed, and (iii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE. Because we do not have the power and financial responsibility to direct the unconsolidated entities’ activities and operations, we are not considered to be the primary beneficiary of these entities on an ongoing basis and therefore such entities should not be consolidated. In evaluating VIEs, our analysis involves considerable management judgment and assumptions.

Impairment of Notes Receivable

Impairment of Notes Receivable—We reviewed notes receivable for impairment each reporting period. A loan is impaired when, based on current information and events, collection of all amounts recorded as assets on the balance sheet is no longer considered probable. We apply normal loan review and underwriting procedures (as may be implemented or modified from time to time) in making that judgment.

When a loan is impaired, we measure impairment based on the present value of expected cash flows discounted at the loan’s effective interest rate against the value of the asset recorded on the balance sheet. We may also measure impairment based on a loan’s observable market price or the fair value of collateral if the loan is collateral-dependent. Loan impairments are recorded as a valuation allowance and a charge to earnings. Our assessment of impairment is based on considerable management judgment and assumptions. Our note receivable was paid in full on December 2, 2016. No impairment charges were recorded for the years ended December 31, 2016 and 2015. Valuation adjustments of $500,000 and $439,000 on previously impaired notes were credited to impairment charges for the years ended December 31, 2016 and 2015, respectively.

Marketable Securities

Marketable Securities—Marketable securities include U.S. treasury bills and publicly traded equity securities. All of these investments are recorded at fair value. Prior to our investment in the AQUA U.S. Fund, it also included put and call options in certain publicly traded equity securities. Put and call options are considered derivatives. The fair value of these investments has been determined based on the closing price as of the balance sheet date and is reported as “marketable securities” or “liabilities associated with marketable securities and other” in the consolidated balance sheets. The cost of securities sold is determined by using the high cost method. Net investment income, including interest income (expense), dividends, realized gains and losses and costs of investment, is reported as a component of “other income (expense).” Unrealized gains and losses on these investments are reported as “unrealized gain (loss) on marketable securities” in the consolidated statements of operations.

Deferred Costs, net

Deferred Costs, net—Debt issuance costs are reflected as a direct reduction to the related debt obligation on our consolidated balance sheets. Prior to its expiration, debt issuance costs associated with our secured revolving credit facility were presented as an asset on our consolidated balance sheets. Deferred loan costs are recorded at cost and amortized over the terms of the related indebtedness using the effective interest method. Deferred franchise fees are amortized on a straight line basis over the terms of the related franchise agreements and are presented as an asset on our consolidated balance sheets. See notes 6 and 8.

Intangible Assets and Liabilities

Intangible Assets and Liabilities—Intangible assets and liabilities represent the assets and liabilities recorded on certain hotel properties’ ground lease contracts that were below or above market rates at the date of acquisition. These assets and liabilities are amortized using the straight line method over the remaining terms of the respective lease contracts. See note 7.

Derivative Instruments and Hedging

Derivative Instruments and Hedging—We use interest rate derivatives to hedge our risks and to capitalize on the historical correlation between changes in LIBOR (London Interbank Offered Rate) and RevPAR. Interest rate derivatives could include swaps, caps, floors, flooridors. We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows of the derivative hedging instrument with the changes in fair value or cash flows of the designated hedged item or transaction. We also use credit default swaps to hedge financial and capital market risk. All of our derivatives are subject to master- netting settlement arrangements and the credit default swaps are subject to credit support annexes. For credit default swaps, cash collateral is posted by us as well as our counterparty. We offset the fair value of the derivative and the obligation/right to return/reclaim cash collateral. We also purchase options on Eurodollar futures as a hedge against our cash flows. Eurodollar futures prices reflect market expectations for interest rates on three month Eurodollar deposits for specific dates in the future, and the final settlement price is determined by three month LIBOR on the last trading day. Options on Eurodollar futures provide the ability to limit losses while maintaining the possibility of profiting from favorable changes in the futures prices. As the purchaser, our maximum potential loss is limited to the initial premium paid for the Eurodollar option contracts, while our potential gain has no limit. These exchange-traded options are centrally cleared, and a clearinghouse stands in between all trades to ensure that the obligations involved in the trades are made good.

All derivatives are recorded at fair value in accordance with the applicable authoritative accounting guidance. Interest rate derivatives, credit default swaps and options on futures contracts are reported as “derivative assets, net” in the consolidated balance sheets. Interest rate derivatives and futures, changes in fair value are recognized in earnings as “unrealized gain (loss) on derivatives” in the consolidated statements of operations. Accrued interest on non-hedge designated interest rate derivatives is included in “accounts receivable, net” in the consolidated balance sheets.

For non-hedge designated interest rate derivatives, credit default swaps and options on futures contracts, changes in fair value and realized gains and losses are recognized in earnings as “unrealized gain (loss) on derivatives” and “other income (expense)”, respectively, in the consolidated statements of operations.

Due to/from Related Party

Due to/from Related Party—Due to/from related party represents current receivables and payables resulting from transactions related to hotel management, project management and market services with a related party. Due to/from related party is generally settled within a period not exceeding one year.

Due to/from Affiliates

Due to/from Ashford Prime OP, net—Due to/from Ashford Prime OP represents receivables and payables resulting from certain expenses. Due to/from Ashford Prime OP is generally settled within a period not exceeding one year.

Due to/from Ashford Inc.—Due to/from Ashford Inc. represents current receivables and payables resulting primarily from advisory services fee, including reimbursable expenses. Due to/from Ashford Inc., is generally settled within a period not exceeding one year.

Due to/from Third-Party Hotel Managers

Due to/from Third-Party Hotel Managers—Due from third-party hotel managers primarily consists of amounts due from Marriott related to cash reserves held at the Marriott corporate level related to operating, real estate taxes and other items. Due to/from third-party hotel managers also represents current receivables and payables resulting from transactions related to hotel management.

Unfavorable Management Contract Liabilities

Unfavorable Management Contract Liabilities—Certain management agreements assumed in previous acquisitions had terms that were more favorable to the respective managers than typical market management agreements at the acquisition dates. As a result, we initially recorded unfavorable contract liabilities related to those management agreements totaling $23.4 million based on the present value of expected cash outflows over the initial terms of the related agreements. The unfavorable contract liabilities are amortized as reductions to incentive management fees on a straight-line basis over the initial terms of the related agreements. In evaluating unfavorable contract liabilities, our analysis involves considerable management judgment and assumptions.

Noncontrolling Interests

Noncontrolling Interests—The redeemable noncontrolling interests in the operating partnership represent the limited partners’ proportionate share of equity in earnings/losses of the operating partnership, which is an allocation of net income attributable to the common unit holders based on the weighted average ownership percentage of these limited partners’ common unit holdings throughout the period. The redeemable noncontrolling interests in our operating partnership is classified in the mezzanine section of the consolidated balance sheets as these redeemable operating partnership units do not meet the requirements for permanent equity classification prescribed by the authoritative accounting guidance because these redeemable operating partnership units may be redeemed by the holder as described in note 13. The carrying value of the noncontrolling interests in the operating partnership is based on the greater of the accumulated historical cost or the redemption value.

The noncontrolling interests in consolidated entities represent ownership interests of 15% in two hotel properties held by one joint venture at December 31, 2017 and 2016, and is reported in equity in the consolidated balance sheets.

Net income/loss attributable to redeemable noncontrolling interests in the operating partnership and income/loss from consolidated entities attributable to noncontrolling interests in our consolidated entities are reported as deductions/additions from/to net income/loss. Comprehensive income/loss attributable to these noncontrolling interests is reported as reductions/additions from/to comprehensive income/loss.

Revenue Recognition

Revenue Recognition—Hotel revenues, including room, food, beverage, and ancillary revenues such as long-distance telephone service, laundry, parking and space rentals, are recognized when services have been rendered. Taxes collected from customers and submitted to taxing authorities are not recorded in revenue. Interest income is recognized when earned. We discontinue recording interest and amortizing discounts/premiums when the contractual payment of interest and/or principal is not received when contractually due.

Other Hotel Expenses

Other Hotel Expenses—Other hotel expenses include Internet, telephone charges, guest laundry, valet parking, and hotel-level general and administrative fees, sales and marketing expenses, repairs and maintenance, franchise fees and utility costs. They are expensed as incurred.

Advertising Costs

Advertising Costs—Advertising costs are charged to expense as incurred. For the years ended December 31, 2017, 2016 and 2015, our continuing operations incurred advertising costs of $7.5 million, $6.4 million and $5.6 million, respectively. Advertising costs related to continuing operations are included in “other” hotel expenses in the accompanying consolidated statements of operations.

Equity-Based Compensation

Equity-Based Compensation—Stock/unit-based compensation for non-employees is accounted for at fair value based on the market price of the shares at period end in accordance with applicable authoritative accounting guidance that results in recording expense, included in “advisory services fee,” and “management fees” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Performance stock units (“PSUs”) and performance-based Long-Term Incentive Plan (“Performance LTIP”) units granted to certain executive officers are accounted for at fair value at period end based on a Monte Carlo simulation valuation model that results in recording expense, included in “advisory services fee,” equal to the fair value of the award in proportion to the requisite service period satisfied during the period. Stock/unit grants to independent directors are recorded at fair value based on the market price of the shares at grant date, which amount is fully expensed as the grants of stock/units are fully vested on the date of grant.

Depreciation and amortization

Depreciation and Amortization—Owned hotel properties are depreciated over the estimated useful life of the assets and leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the related assets. Presently, hotel properties are depreciated using the straight-line method over lives ranging from 7.5 to 39 years for buildings and improvements and 1.5 to 5 years for furniture, fixtures and equipment. While we believe our estimates are reasonable, a change in estimated useful lives could affect depreciation and amortization expense and net income (loss) as well as resulting gains or losses on potential hotel sales.

Income Taxes

Income Taxes—As a REIT, we generally are not subject to federal corporate income tax on the portion of our net income (loss) that does not relate to taxable REIT subsidiaries. However, Ashford TRS is treated as a taxable REIT subsidiary for federal income tax purposes. In accordance with authoritative accounting guidance, we account for income taxes related to Ashford TRS using the asset and liability method under which deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. In addition, the analysis utilized by us in determining our deferred tax asset valuation allowance involves considerable management judgment and assumptions.

The “Income Taxes” topic of the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification addresses the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The guidance requires us to determine whether tax positions we have taken or expect to take in a tax return are more likely than not to be sustained upon examination by the appropriate taxing authority based on the technical merits of the positions. Tax positions that do not meet the more likely than not threshold would be recorded as additional tax expense in the current period. We analyze all open tax years, as defined by the statute of limitations for each jurisdiction, which includes the federal jurisdiction and various states. We classify interest and penalties related to underpayment of income taxes as income tax expense. We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and cities. Tax years 2013 through 2017 remain subject to potential examination by certain federal and state taxing authorities.

Income (Loss) Per Share

Income (Loss) Per Share—Basic income (loss) per common share is calculated by dividing net income (loss) attributable to common stockholders by the weighted average common shares outstanding during the period using the two-class method prescribed by applicable authoritative accounting guidance. Diluted income (loss) per common share is calculated using the two-class method, or the treasury stock method, if more dilutive. Diluted income (loss) per common share reflects the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares, whereby such exercise or conversion would result in lower income per share.

Recently Adopted and Issued Accounting Standards

Recently Adopted Accounting Standards—In March 2016, the FASB issued ASU 2016-07, Simplifying the Transition to the Equity Method of Accounting (“ASU 2016-07”), which simplifies the equity method of accounting by eliminating the requirement to retrospectively apply the equity method to an investment that subsequently qualifies for such accounting as a result of an increase in the level of ownership interest or degree of influence. ASU 2016-07 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017, and the adoption of this standard did not have any impact on our financial position, results of operations or cash flows.

In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which clarifies the presentation of restricted cash and restricted cash equivalents in the statements of cash flows. Under ASU 2016-18 restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows. ASU 2016-18 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We adopted this standard effective January 1, 2017 on a retrospective basis. The adoption of this standard resulted in the inclusion of restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows for all periods presented. As a result, for the years ended December 31, 2016 and 2015, net cash provided by operating activities increased $4.7 million and $5.4 million, respectively. Net cash used in investing activities increased $13.9 million for the year ended December 31, 2016 and decreased $73.2 million for the year ended December 31, 2015. Our beginning-of-period cash, cash equivalents and restricted cash increased $144.0 million, $153.7 million and $85.8 million in 2017, 2016 and 2015, respectively.

Recently Issued Accounting Standards—In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model, which requires a company to recognize revenue to depict the transfer of promised goods or services to a customer in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The update will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date, which defers the effective date to fiscal periods beginning after December 15, 2017. The standard permits the use of either the full retrospective or cumulative effect (modified retrospective) transition method. Based on our assessment of this standard, it will not materially affect the amount or timing of revenue recognition for revenues from room, food and beverage, and other hotel level sales. Additionally, we have historically disposed of hotel properties for cash sales with no contingencies and no future involvement in the hotel operations, therefore, ASU No. 2014-09 will not impact the recognition of hotel sales. We have selected the modified retrospective method. We continue to evaluate the related disclosure requirements.

In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which requires an entity to: (i) measure equity investments at fair value through net income, with certain exceptions; (ii) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (iii) present financial assets and financial liabilities by measurement category and form of financial asset; (iv) calculate the fair value of financial instruments for disclosure purposes based on an exit price and; (v) assess a valuation allowance on deferred tax assets related to unrealized losses of AFS debt securities in combination with other deferred tax assets. ASU 2016-01 provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. It also requires a qualitative impairment assessment of such equity investments and amends certain fair value disclosure requirements. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Certain provisions of ASU 2016-01 are eligible for early adoption. We do not expect that ASU 2016-01 will have a material impact on our consolidated financial statements and related disclosures.

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”). The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The accounting for leases under which we are the lessor remains largely unchanged. While we are currently in the initial stages of assessing the impact that ASU 2016-02 will have on our consolidated financial statements, we expect the primary impact to our consolidated financial statements upon adoption will be the recognition, on a discounted basis, of our future minimum rentals due under our hotel ground leases and other noncancelable leases on our consolidated balance sheets resulting in the recording of ROU assets and lease obligations.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments -Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). The ASU sets forth an “expected credit loss” impairment model to replace the current “incurred loss” method of recognizing credit losses. The standard requires measurement and recognition of expected credit losses for most financial assets held. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for periods beginning after December 15, 2018. We are currently evaluating the impact that ASU 2016-13 will have on the consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments - a consensus of the Emerging Issues Task Force (“ASU 2016-15”). The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. Certain issues addressed in this guidance include - debt payments or debt extinguishment costs, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, distributions received from equity method investments and beneficial interests in securitization transactions. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact that ASU 2016-15 will have on our consolidated financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805) - Clarifying the Definition of a Business (“ASU 2017-01”), which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether a transaction should be accounted for as an acquisition (or disposal) of an asset or a business. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. While we are currently evaluating the potential impact of the standard, we currently expect that certain future hotel acquisitions may be considered asset acquisitions rather than business combinations, which would affect capitalization of acquisitions costs (such costs are expensed for business combinations and capitalized for asset acquisitions).

In February 2017, the FASB issued ASU 2017-05, Other Income-Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets(ASU “2017-05”), which clarifies the scope of Accounting Standard Codification (“ASC”) Subtopic 610-20,Other Income-Gains and Losses from the Derecognition of Nonfinancial Assetsand adds guidance for partial sales of nonfinancial assets. ASU 2017-05 is effective for fiscal years beginning after December 15, 2017.Early adoption is permitted. An entity may elect to apply ASU 2017-05 under a retrospective or modified retrospective approach. We are evaluating the impact that ASU 2017-05 will have on our consolidated financial statements and related disclosures.

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Investment in Hotel Properties (Tables)

12 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Investment in hotel properties

Investments in hotel properties consisted of the following (in thousands):

	December 31,
	2017			2016
Land	$	653,293		$	663,013
Buildings and improvements	3,895,112			3,913,377
Furniture, fixtures and equipment	468,420			434,091
Construction in progress	35,273			32,525
Condominium properties	12,196			11,558
Total cost	5,064,294			5,054,564
Accumulated depreciation	(1,028,379		)	(894,001		)
Investments in hotel properties, net	$	4,035,915		$	4,160,563

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Investment in Unconsolidated Entities (Tables)

12 Months Ended

Dec. 31, 2017

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

Ashford Inc.

Condensed Balance Sheets

	December 31, 2017		December 31, 2016
Total assets	$	114,810	$	129,797
Total liabilities	78,742		38,168
Redeemable noncontrolling interests	5,111		1,480
Total stockholders’ equity of Ashford Inc.	30,185		37,377
Noncontrolling interests in consolidated entities	772		52,772
Total equity	30,957		90,149
Total liabilities and equity	$	114,810	$	129,797
Our ownership interest in Ashford Inc.	$	437	$	5,873

Ashford Inc.

Condensed Statements of Operations

	Year Ended December 31,
	2017			2016			2015
Total revenue	$	81,573		$	67,607		$	58,981
Total expenses	(92,095		)	(70,064		)	(60,332		)
Operating income (loss)	(10,522		)	(2,457		)	(1,351		)
Realized and unrealized gain (loss) on investment in unconsolidated entity, net	—			(1,460		)	(2,141		)
Realized and unrealized gain (loss) on investments, net	(91		)	(7,787		)	(7,600		)
Other income (expense)	142			81			1,114
Income tax benefit (expense)	(9,723		)	(780		)	(2,066		)
Net income (loss)	(20,194		)	(12,403		)	(12,044		)
(Income) loss from consolidated entities attributable to noncontrolling interests	358			8,860			10,852
Net (income) loss attributable to redeemable noncontrolling interests	1,484			1,147			2
Net income (loss) attributable to Ashford Inc.	$	(18,352	)	$	(2,396	)	$	(1,190	)
Our equity in earnings (loss) of Ashford Inc.	$	(5,437	)	$	(743	)	$	(483	)

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Hotel Dispositions, Assets Held for Sale and Impairment Charges (Tables)

12 Months Ended

Dec. 31, 2017

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Hotel Dispositions and Assets Held for Sale

The following table includes condensed financial information from these hotel properties (in thousands):

	Year Ended December 31,
	2017			2016			2015
Total hotel revenue	$	12,447		$	77,808		$	100,973
Total hotel operating expenses	(10,064		)	(51,750		)	(65,874		)
Operating income (loss)	2,383			26,058			35,099
Property taxes, insurance and other	(616		)	(3,805		)	(5,278		)
Depreciation and amortization	(2,588		)	(11,891		)	(17,008		)
Impairment charges	—			(18,316		)	(2,817		)
Gain (loss) on sale of hotel properties	14,030			31,713			—
Interest expense and amortization of loan costs	(2,361		)	(10,456		)	(13,150		)
Write-off of loan costs and exit fees	(98		)	(5,076		)	—
Income (loss) before income taxes	10,750			8,227			(3,154		)
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership	(1,668		)	(1,153		)	421
Income (loss) before income taxes attributable to the Company	$	9,082		$	7,074		$	(2,733	)

The major classes of assets and liabilities related to the assets held for sale included in the consolidated balance sheets were as follows (in thousands):

	December 31, 2017		December 31, 2016
Assets
Investments in hotel properties, net	$	17,732	$	17,232
Cash and cash equivalents	78		976
Restricted cash	402		392
Accounts receivable	127		305
Inventories	1		96
Deferred costs, net	—		4
Prepaid expenses	21		309
Other assets	31		274
Due from third-party hotel managers	31		—
Assets held for sale	$	18,423	$	19,588
Liabilities
Indebtedness, net	$	13,221	$	35,679
Accounts payable and accrued expenses	662		1,323
Due to related party, net	94		45
Liabilities related to assets held for sale	$	13,977	$	37,047

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Deferred Costs, net (Tables)

12 Months Ended

Dec. 31, 2017

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Deferred Costs, net

Deferred costs, net consist of the following (in thousands):

	December 31,
	2017			2016
Deferred franchise fees	$	4,400		$	4,602
Accumulated amortization	(1,623		)	(1,752		)
	$	2,777		$	2,850
Deferred costs related to assets held for sale	—			4
Deferred costs, net	$	2,777		$	2,846

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Intangible Assets, net and Intangible Liabilities, net (Tables)

12 Months Ended

Dec. 31, 2017

Intangible Assets, net and Intangible Liabilities, net [Abstract]

Schedule of Intangible Assets, net and Intangible Liabilities, net

Intangible assets, net and intangible liabilities, net consisted of the following (in thousands):

	Intangible Assets, net						Intangible Liability, net
	December 31,						December 31,
	2017			2016			2017			2016
Cost	$	10,276		$	10,276		$	16,846		$	16,846
Accumulated amortization	(333		)	(215		)	(1,007		)	(651		)
	$	9,943		$	10,061		$	15,839		$	16,195

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

Estimated future net amortization expense for intangible assets and intangible liabilities for each of the next five years is as follows (in thousands):

	Intangible Assets		Intangible Liabilities
2018	$	118	$	356
2019	118		356
2020	118		356
2021	118		356
2022	118		356
Thereafter	9,353		14,059
Total	$	9,943	$	15,839

Below Market Lease, Future Amortization Income

Estimated future net amortization expense for intangible assets and intangible liabilities for each of the next five years is as follows (in thousands):

	Intangible Assets		Intangible Liabilities
2018	$	118	$	356
2019	118		356
2020	118		356
2021	118		356
2022	118		356
Thereafter	9,353		14,059
Total	$	9,943	$	15,839

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Indebtedness, net (Tables)

12 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

Summary of indebtedness of continuing operations and the carrying values of related collateral

Indebtedness of our continuing operations and the carrying values of related collateral were as follows at December 31, 2017 and 2016 (in thousands):

				December 31, 2017					December 31, 2016
Indebtedness	Collateral	Maturity	Interest Rate	Debt Balance			Book Value of Collateral		Debt Balance			Book Value of Collateral
Mortgage loan (2)	1 hotel	June 2017	5.98%	$	—		$	—	$	15,729		$	25,714
Mortgage loan (3)	17 hotels	December 2017	LIBOR (1) + 5.52%	—			—		412,500			302,417
Mortgage loan (4)	2 hotels	January 2018	4.44%	—			—		105,047			228,433
Mortgage loan (5)	1 hotel	January 2018	4.38%	—			—		96,169			195,768
Mortgage loan (6)	8 hotels	January 2018	LIBOR (1) + 4.95%	376,800			346,609		376,800			355,707
Mortgage loan (7)	5 hotels	February 2018	LIBOR (1) + 4.75%	200,000			208,338		200,000			205,111
Mortgage loan (8)	1 hotel	April 2018	LIBOR (1) + 4.95%	33,300			39,298		33,300			40,738
Mortgage loan (9) (10) (11) (12)	22 hotels	April 2018	LIBOR (1) + 4.39%	971,654			1,206,994		1,070,560			1,278,932
Mortgage loan (13)	1 hotel	May 2018	LIBOR (1) + 5.10%	25,100			32,188		25,100			33,801
Mortgage loan (14)	1 hotel	June 2018	LIBOR (1) + 5.10%	43,750			62,348		43,750			60,260
Mortgage loan (15)	1 hotel	July 2018	LIBOR (1) + 4.15%	35,200			36,220		35,200			37,375
Mortgage loan (15)	1 hotel	July 2018	LIBOR (1) + 5.10%	40,500			52,038		40,500			53,526
Mortgage loan (15)	8 hotels	July 2018	LIBOR (1) + 4.09%	144,000			174,676		144,000			178,738
Mortgage loan (16)	1 hotel	August 2018	LIBOR (1) + 4.95%	12,000			15,279		12,000			15,010
Mortgage loan (17) (18)	4 hotels	August 2018	LIBOR (1) + 4.38%	52,530			61,358		52,530			66,725
Mortgage loan (17) (19) (20)	6 hotels	August 2018	LIBOR (1) + 4.35%	280,421			162,938		301,000			185,804
Mortgage loan (21) (22)	18 hotels	October 2018	LIBOR (1) + 4.55%	450,000			442,394		450,000			457,040
Mortgage loan	1 hotel	July 2019	4.00%	5,336			8,056		5,436			8,326
Mortgage loan (3)	17 hotels	November 2019	LIBOR (1) + 3.00%	427,000			290,973		—			—
Mortgage loan (2)	1 hotel	May 2020	LIBOR (1) + 2.90%	16,100			25,654		—			—
Mortgage loan	1 hotel	November 2020	6.26%	95,207			126,462		96,873			124,654
Mortgage loan (4)	2 hotels	June 2022	LIBOR (1) + 3.00%	164,700			234,253		—			—
Mortgage loan (5)	1 hotel	November 2022	LIBOR (1) + 2.00%	97,000			196,365		—			—
Mortgage loan	1 hotel	May 2023	5.46%	53,789			81,854		54,685			84,854
Mortgage loan	1 hotel	January 2024	5.49%	7,000			9,392		7,111			10,092
Mortgage loan	1 hotel	January 2024	5.49%	10,216			17,533		10,378			15,229
Mortgage loan	1 hotel	May 2024	4.99%	6,530			7,438		6,641			7,922
Mortgage loan	2 hotels	August 2024	4.85%	12,242			11,135		12,427			8,910
Mortgage loan	3 hotels	August 2024	4.90%	24,471			15,693		24,836			16,647
Mortgage loan	3 hotels	August 2024	5.20%	66,224			51,393		67,164			51,659
Mortgage loan	2 hotels	February 2025	4.45%	20,214			10,516		20,575			10,952
Mortgage loan	3 hotels	February 2025	4.45%	52,284			72,112		53,293			69,036
				3,723,568			3,999,507		$	3,773,604		4,129,380
Premiums, net				1,570					3,523
Deferred loan costs, net				(15,617		)			(17,889		)
				$	3,709,521				$	3,759,238
Indebtedness related to assets held for sale (11)	1 hotel	April 2017	LIBOR (1) + 4.39%	—					16,080
Indebtedness related to assets held for sale (20)	1 hotel	August 2017	LIBOR (1) + 4.35%	—					19,599
Indebtedness related to assets held for sale (18)	1 hotel	August 2018	LIBOR (1) + 4.38%	5,992					—
Indebtedness related to assets held for sale (22)	1 hotel	October 2018	LIBOR (1) + 4.55%	7,229					—
Indebtedness, net				$	3,696,300				$	3,723,559

____________________________________

⁽¹⁾  LIBOR rates were 1.564% and 0.772% at December 31, 2017 and December 31, 2016, respectively.

⁽²⁾  On May 24, 2017, we refinanced this mortgage loan totaling $15.7 million set to mature in June 2017 with a new $16.1 million mortgage loan with a three-year initial term and twoone-year extension options subject to the satisfaction of certain conditions. Through May 2019, the new mortgage loan is interest only and bears interest at a rate of LIBOR + 2.90%. Beginning on June 1, 2019, monthly principal payments based on a thirty-year amortization and a 6.00% interest rate are due.

⁽³⁾  On October 31, 2017, we refinanced this mortgage loan totaling $412.5 million set to mature in December 2017 with a new $427.0 million mortgage loan with a two-year initial term and fiveone-year extension options subject to the satisfaction of certain conditions. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 3.00%.

⁽⁴⁾  On May 10, 2017, we refinanced this mortgage loan totaling $104.3 million set to mature in January 2018 with a new $181.0 million mortgage loan, of which our initial advance was $164.7 million. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 3.00%. Beginning on July 1, 2020, quarterly principal payments of $750,000 are due.

⁽⁵⁾  On October 30, 2017, we refinanced this mortgage loan totaling $94.7 million set to mature in January 2018 with a new $97.0 million mortgage loan with a five-year term. The new mortgage loan is interest only and bears interest at a rate of LIBOR + 2.00%.

⁽⁶⁾  On January 17, 2018, we refinanced this mortgage loan with a new $395.0 million mortgage loan with a two-year initial term and fiveone-year extension options, subject to the satisfaction of certain conditions. The mortgage loan is interest only and bears interest at a rate of LIBOR + 2.92%.

⁽⁷⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions and a LIBOR floor of 0.20%. The second one-year extension period began in February 2017.

⁽⁸⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in April 2017.

⁽⁹⁾  This mortgage loan has fourone-year extension options subject to satisfaction of certain conditions. The first one-year extension period began in April 2017.

⁽¹⁰⁾  This mortgage loan had a $20.2 million pay down of principal related to the Renaissance Portsmouth that was sold on February 1, 2017.

⁽¹¹⁾  A portion of this mortgage loan at December 31, 2016 relates to the Renaissance Portsmouth that was sold on February 1, 2017. See note 5.

⁽¹²⁾  This mortgage loan had a $78.7 million pay down of principal related to the Crowne Plaza Ravinia that was sold on June 29, 2017. See note 5.

⁽¹³⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in May 2017.

⁽¹⁴⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in June 2017.

⁽¹⁵⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The first one-year extension period began in July 2017.

⁽¹⁶⁾  This mortgage loan has twoone-year extension options subject to satisfaction of certain conditions.

⁽¹⁷⁾  This mortgage loan has threeone-year extension options, subject to satisfaction of certain conditions. The second one-year extension period began in August 2017.

⁽¹⁸⁾  A portion of this mortgage loan at December 31, 2017 relates to the SpringHill Suites Centerville. See note 5.

⁽¹⁹⁾  This mortgage loan had a $20.6 million pay down of principal related to the Embassy Suites Syracuse that was sold on March 6, 2017. See note 5.

⁽²⁰⁾  A portion of this mortgage loan at December 31, 2016 relates to the Embassy Suites Syracuse that was sold on March 6, 2017. See note 5.

⁽²¹⁾  This mortgage loan has fourone-year extension options subject to satisfaction of certain conditions.

⁽²²⁾  A portion of this mortgage loan at December 31, 2017 relates to the SpringHill Suites Glen Allen. See note 5.

Summary of maturities of indebtedness of continuing operations

Maturities and scheduled amortizations of indebtedness as of December 31, 2017 for each of the five following years and thereafter are as follows (in thousands):

2018	$	2,671,185
2019	438,723
2020	113,703
2021	7,953
2022	262,410
Thereafter	229,594
Total	$	3,723,568

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Assets and liabilities measured at fair value on a recurring basis

The following table presents our assets and liabilities measured at fair value on a recurring basis aggregated by the level within which measurements fall in the fair value hierarchy (in thousands):

	Quoted Market Prices (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Counter-party and Cash Collateral Netting (1)			Total
December 31, 2017:
Assets
Derivative assets:
Interest rate derivatives – floors	$	—	$	311		$	—	$	32		$	343	(2)
Interest rate derivatives – caps	—		137			—		—			137		(2)
Credit default swaps	—		(469		)	—		1,999			1,530		(2)
	—		(21		)	—		2,031			2,010
Non-derivative assets:
Equity securities	26,926		—			—		—			26,926		(3)
Total	$	26,926	$	(21	)	$	—	$	2,031		$	28,936
December 31, 2016:
Assets
Derivative assets:
Interest rate derivatives – floors	$	—	$	2,358		$	—	$	—		$	2,358	(2)
Interest rate derivatives – caps	—		24			—		—			24		(2)
Credit default swaps	—		2,867			—		(1,751		)	1,116		(2)
Options on futures contracts	116		—			—		—			116		(2)
	116		5,249			—		(1,751		)	3,614
Non-derivative assets:
Equity securities	53,185		—			—		—			53,185		(3)
Total	$	53,301	$	5,249		$	—	$	(1,751	)	$	56,799

_________________________

⁽¹⁾  Represents net cash collateral posted between us and our counterparties.

⁽²⁾  Reported net as “derivative assets, net” in the consolidated balance sheets.

⁽³⁾  Reported as “marketable securities” in the consolidated balance sheets.

Effect of fair value measured assets and liabilities on consolidated statements of operations

The following table summarizes the effect of fair value measured assets and liabilities on the consolidated statement of operations (in thousands):

	Gain or (Loss) Recognized in Income
	Year Ended December 31,
	2017				2016				2015
Assets
Derivative assets:
Interest rate derivatives - floors	$	(2,435	)		$	611			$	(7,603	)
Interest rate derivatives - caps	(758		)		(535		)		(2,038		)
Credit default swaps	(4,201		)	(4)	(5,843		)	(4)	171			(4)
Options on futures contracts	(116		)		(348		)		(391		)
Equity put options	—				—				26
Equity call options	—				—				(1,717		)
Non-derivative assets:
Equity - American Depositary Receipt	—				—				(150		)
Equity	(3,678		)		4,946				1,072
U.S. Treasury	—				—				314
Total	(11,188		)		(1,169		)		(10,316		)
Liabilities
Derivative liabilities:
Credit default swaps	—				—				—
Short-equity put options	—				—				1,002
Short-equity call options	—				—				1,470
Non-derivative liabilities:
Short-equity securities	—				—				78
Total	—				—				2,550
Net	$	(11,188	)		$	(1,169	)		$	(7,766	)
Total combined
Interest rate derivatives - floors	$	(2,435	)		$	611			$	(7,603	)
Interest rate derivatives - caps	(758		)		(535		)		(2,038		)
Credit default swaps	(36		)		(2,574		)		2,630
Options on futures contracts	427				(36		)		(391		)
Total derivatives	(2,802		)	(1)	(2,534		)	(1)	(7,402		)	(1)
Realized gain (loss) on credit default swaps	(4,165		)	(2) (4)	(3,269		)	(2) (4)	(2,459		)	(2) (4)
Realized gain (loss) on options on futures contracts	(543		)	(2)	(312		)		—
Unrealized gain (loss) on marketable securities	(4,649		)	(3)	4,946			(3)	127			(3)
Realized gain (loss) on marketable securities	971			(2)	—			(2)	1,968			(2)
Net	$	(11,188	)		$	(1,169	)		$	(7,766	)

_________________________

⁽¹⁾  Reported as “unrealized gain (loss) on derivatives” in the consolidated statements of operations.

⁽²⁾  Included in “other income (expense)” in the consolidated statements of operations.

⁽³⁾  Reported as “unrealized gain (loss) on marketable securities” in the consolidated statements of operations.

⁽⁴⁾  Excludes costs of $1,036, $873 and $486 in 2017, 2016 and 2015, respectively, included in “other income (expense)” associated with credit default swaps.

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Summary of Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Carrying amounts and estimated fair values of financial instruments measured at fair value on recurring basis

Carrying amounts and estimated fair values of financial instruments, for periods indicated, were as follows (in thousands):

	December 31, 2017				December 31, 2016
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Financial assets and liabilities measured at fair value:
Derivative assets, net	$	2,010	$	2,010	$	3,614	$	3,614
Marketable securities	26,926		26,926		53,185		53,185
Financial assets not measured at fair value:
Cash and cash equivalents (1)	$	354,883	$	354,883	$	348,067	$	348,067
Restricted cash (1)	117,189		117,189		144,406		144,406
Accounts receivable, net (1)	44,384		44,384		44,934		44,934
Due from third-party hotel managers (1)	17,418		17,418		13,348		13,348
Financial liabilities not measured at fair value:
Indebtedness (1)	$	3,725,138	$3,559,993 to $3,934,727		$	3,777,127	$3,600,691 to $3,979,713
Accounts payable and accrued expenses (1)	133,063		133,063		128,309		128,309
Dividends and distributions payable	25,045		25,045		24,765		24,765
Due to Ashford Inc., net	15,146		15,146		15,716		15,716
Due to Ashford Prime OP, net	—		—		488		488
Due to related party, net (1)	1,161		1,161		1,046		1,046
Due to third-party hotel managers	2,431		2,431		2,714		2,714

_________________________

⁽¹⁾ Includes balances associated with assets held for sale and liabilities associated with assets held for sale as of December 31, 2017 and/or 2016. See note 5.

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Future minimum rentals due under non-cancelable leases

Future minimum rentals due under non-cancelable leases are as follows for each of the five following years and thereafter are as follows (in thousands):

2018	$	2,529
2019	2,377
2020	2,296
2021	2,248
2022	2,092
Thereafter	112,184
Total	$	123,726

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Redeemable Noncontrolling Interests in Operating Partnership (Tables)

12 Months Ended

Dec. 31, 2017

Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract]

Summary of the activity of the operating partnership units

A summary of the activity of the units in our operating partnership is as follow (in thousands):

	Year Ended December 31,
	2017		2016		2015
Outstanding at beginning of year	19,443		20,388		19,836
LTIP units issued	701		515		704
Performance LTIP units issued	1,179		803		—
Common units converted for sale of hotel property	—		(2,039	)	—
Common units converted to common shares	(21	)	(224	)	(152	)
Conversion factor adjustment	(1,700	)	—		—
Outstanding at end of year	19,602		19,443		20,388
Common units convertible/redeemable at end of year	18,993		17,531		16,918

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Equity (Tables)

12 Months Ended

Dec. 31, 2017

Equity [Abstract]

Summary of dividends declared

A summary of dividends declared is as follows (in thousands):

	Year Ended December 31,
	2017		2016		2015
Common stock	$	47,104	$	46,292	$	47,190
Preferred stocks:
Series A cumulative preferred stock	2,539		3,542		3,542
Series D cumulative preferred stock	18,211		20,002		20,002
Series E cumulative preferred stock	—		6,280		10,418
Series F cumulative preferred stock	8,849		4,130		—
Series G cumulative preferred stock	11,430		2,318		—
Series H cumulative preferred stock	2,494		—		—
Series I cumulative preferred stock	1,238		—		—
Total dividends declared	$	91,865	$	82,564	$	81,152

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Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of restricted stock activity

A summary of our restricted stock unit activity is as follows (shares in thousands):

	Year Ended December 31,
	2017				2016				2015
	Restricted Shares		Weighted Average Price at Grant		Restricted Shares		Weighted Average Price at Grant		Restricted Shares		Weighted Average Price at Grant
Outstanding at beginning of year	1,627		$	8.30	1,459		$	10.21	595		$	10.92
Restricted shares granted	1,272		6.46		862		6.26		1,183		9.93
Restricted shares vested	(759	)	8.82		(647	)	9.92		(299	)	10.53
Restricted shares forfeited	(55	)	6.73		(47	)	7.95		(20	)	10.13
Outstanding at end of year	2,085		7.03		1,627		8.30		1,459		10.21

Summary of PSU activity

A summary of our PSU activity is as follows (shares in thousands):

	Year Ended December 31,
	2017			2016
	PSUs	Weighted Average Price at Grant		PSUs	Weighted Average Price at Grant
Outstanding at beginning of year	336	$	6.38	—	$	—
PSUs granted	484	5.85		336	6.38
Outstanding at end of year	820	6.07		336	6.38

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Reconciles the income tax expense at statutory rates to the actual income tax expense

The following table reconciles the income tax expense at statutory rates to the actual income tax (expense) benefit recorded (in thousands):

	Year Ended December 31,
	2017			2016			2015
Income tax (expense) benefit at federal statutory income tax rate of 35%	$	(1,478	)	$	(4,764	)	$	(8,205	)
State income tax (expense) benefit, net of federal income tax benefit	160			(742		)	(827		)
Permanent differences	(338		)	(798		)	(388		)
Revaluation of deferred tax assets and liabilities related to the 2017 Tax Act(1)	(5,242		)	—			—
Provision to return adjustment entirely offset by change in valuation allowance	957			—			—
Gross receipts and margin taxes	(913		)	(692		)	(886		)
Interest and penalties	(49		)	(7		)	(14		)
Valuation allowance	9,121			5,471			5,610
Total income tax (expense) benefit	$	2,218		$	(1,532	)	$	(4,710	)

________

⁽¹⁾ Partially offset within change in valuation allowance.

Components of income tax benefit (expense) from continuing operations

The components of income tax (expense) benefit from continuing operations are as follows (in thousands):

	Year Ended December 31,
	2017			2016			2015
Current:
Federal	$	5,264		$	(605	)	$	(3,377	)
State	(722		)	(1,229		)	(1,225		)
Total current	4,542			(1,834		)	(4,602		)
Deferred:
Federal	(2,192		)	278			(30		)
State	(132		)	24			(78		)
Total deferred	(2,324		)	302			(108		)
Total income tax (expense) benefit	$	2,218		$	(1,532	)	$	(4,710	)

Deferred tax asset (liability) and related valuation allowance

At December 31, 2017 and 2016, our deferred tax asset (liability) and related valuation allowance consisted of the following (in thousands):

	December 31,
	2017			2016
Allowance for doubtful accounts	$	168		$	260
Unearned income	1,926			2,764
Unfavorable management contract liability	—			516
Federal and state net operating losses	4,153			10,841
Accrued expenses	1,693			2,582
Prepaid expenses	(4,666		)	(4,591		)
Alternative minimum tax credit	—			2,005
Tax property basis less than book basis	(846		)	(1,379		)
Tax derivatives basis greater than book basis	2,034			2,851
Other	623			681
Deferred tax asset (liability)	5,085			16,530
Valuation allowance	(6,232		)	(15,353		)
Net deferred tax asset (liability)	$	(1,147	)	$	1,177

Summarizes the changes in the valuation allowance

The following table summarizes the changes in the valuation allowance (in thousands):

	Year Ended December 31,
	2017			2016			2015
Balance at beginning of year	$	15,353		$	20,670		$	29,335
Additions	2,053			2,169			4,774
Deductions	(11,174		)	(7,486		)	(13,439		)
Balance at end of year	$	6,232		$	15,353		$	20,670

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Income (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

Summary of amounts used in calculating basic and diluted earnings (loss) per share

The following table reconciles the amounts used in calculating basic and diluted income (loss) per share (in thousands, except per share amounts):

	Year Ended December 31,
	2017			2016			2015
Income (loss) attributable to common stockholders – Basic and diluted:
Income (loss) from continuing operations attributable to the Company	$	(67,008	)	$	(46,285	)	$	270,939
Less: Dividends on preferred stocks	(44,761		)	(36,272		)	(33,962		)
Less: Extinguishment of issuance costs upon redemption of Series E preferred stock	(10,799		)	(6,124		)	—
Less: Dividends on common stock	(45,752		)	(45,388		)	(46,498		)
Less: Dividends on unvested performance stock units	(393		)	(161		)	—
Less: Dividends on unvested restricted shares	(959		)	(743		)	(692		)
Less: Undistributed (income) from continuing operations allocated to unvested shares	—			—			(2,390		)
Undistributed income (loss)	(169,672		)	(134,973		)	187,397
Add back: Dividends on common stock	45,752			45,388			46,498
Distributed and undistributed income (loss) from continuing operations - basic	$	(123,920	)	$	(89,585	)	$	233,895
Add back: Income from continuing operations allocated to operating partnership units	—			—			35,503
Distributed and undistributed net income (loss) from continuing operations - diluted	$	(123,920	)	$	(89,585	)	$	269,398
Weighted average common shares outstanding:
Weighted average common shares outstanding - basic	95,207			94,426			96,290
Effect of assumed conversion of operating partnership units	—			—			18,591
Weighted average common shares outstanding - diluted	95,207			94,426			114,881
Basic income (loss) per share:
Net income (loss) allocated to common stockholders per share	$	(1.30	)	$	(0.95	)	$	2.43
Diluted income (loss) per share:
Net income (loss) allocated to common stockholders per share	$	(1.30	)	$	(0.95	)	$	2.35

Summary of computation of diluted income per share

Due to their anti-dilutive effect, the computation of diluted income (loss) per share does not reflect the adjustments for the following items (in thousands):

	Year Ended December 31,
	2017			2016			2015
Income (loss) from continuing operations allocated to common stockholders is not adjusted for:
Income (loss) allocated to unvested restricted shares	$	959		$	743		$	3,082
Income (loss) allocated to unvested performance stock units	393			161			—
Income (loss) attributable to redeemable noncontrolling interests in operating partnership	(21,642		)	(12,483		)	—
Total	$	(20,290	)	$	(11,579	)	$	3,082
Weighted average diluted shares are not adjusted for:
Effect of unvested restricted shares	376			373			485
Effect of unvested performance stock units	258			102			—
Effect of assumed conversion of operating partnership units	17,342			18,727			—
Total	17,976			19,202			485

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Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2017

Related Party Transactions [Abstract]

Schedule of related party transaction

The following table summarizes the advisory services fees incurred (in thousands):

	Year Ended December 31,
	2017		2016		2015
Advisory services fee
Base advisory fee	$	34,650	$	34,589	$	33,833
Reimbursable expenses (1)	7,472		5,917		6,471
Equity-based compensation (2)	11,077		8,429		2,719
Incentive fee	—		5,426		—
Total advisory services fee	$	53,199	$	54,361	$	43,023

________

⁽¹⁾  Reimbursable expenses include overhead, internal audit, insurance claims advisory and asset management services.

⁽²⁾  Equity-based compensation is associated with equity grants of Ashford Trust’s common stock, LTIP units and Performance LTIP units awarded to officers and employees of Ashford LLC.

The following table summarizes the entities in which our advisor has an interest with which we or our hotel properties contracted for products and services, the fees paid by us for those services, the applicable classification on our consolidated financial statements and the amount payable to each entity (included in “due to Ashford Inc.”) (in thousands):

		Year Ended December 31, 2017													As of December 31, 2017
Company	Product or Service	Transaction Amount		Investments in Hotel Properties, net (1)		Indebtedness, net (2)			Other Revenue		Other Hotel Expenses		Corporate, General and Administrative		Due to (from) Ashford Inc.
OpenKey	Mobile key app	$	60	$	—	$	—		$	—	$	60	$	—	$	8
Pure Rooms	“Allergy friendly” premium rooms	1,309		1,309		—			—		—		—		296
Lismore Capital	Mortgage placement services	913		—		(913		)	—		—		—		—
J&S Audio Visual	Commissions from audio visual services	66		—		—			66		—		—		(52		)
AIM	Cash management services	1,976		—		—			—		—		1,976		347

________

⁽¹⁾  Recorded in furniture, fixtures and equipment and depreciated over the estimated useful life.

⁽²⁾  Recorded as deferred loan costs, which are included in “indebtedness, net” on our consolidated balance sheets and amortized over the initial term of the applicable loan agreement.

At December 31, 2017, the related party managed 82 of our 120 hotel properties and the WorldQuest condominium properties included in continuing operations and we incurred the following fees (including discontinued operations) related to the management agreements with the related party (in thousands):

	Year Ended December 31,
	2017		2016		2015
Property management fees, including incentive property management fees	$	30,629	$	31,164	$	29,004
Market service fees	21,315		18,751		14,291
Corporate general and administrative and fixed asset reimbursements	5,652		5,435		4,677
Total	$	57,596	$	55,350	$	47,972

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Selected Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

Summary of the quarterly results of operations

The following is a summary of the quarterly results of operations for the years ended December 31, 2017 and 2016 (in thousands, except per share data):

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Full Year
2017
Total revenue	$	353,709		$	390,670		$	353,325		$	341,566		$	1,439,270
Total operating expenses	325,447			332,185			323,709			322,924			1,304,265
Operating income (loss)	$	28,262		$	58,485		$	29,616		$	18,642		$	135,005
Income (loss) from continuing operations	$	(31,937	)	$	10,428		$	(28,726	)	$	(38,525	)	$	(88,760	)
Income (loss) from continuing operations attributable to the Company	$	(25,413	)	$	10,184		$	(21,808	)	$	(29,971	)	$	(67,008	)
Income (loss) from continuing operations attributable to common stockholders	$	(36,369	)	$	(772	)	$	(37,755	)	$	(47,672	)	$	(122,568	)
Diluted income (loss) from continuing operations attributable to common stockholders per share	$	(0.39	)	$	(0.01	)	$	(0.40	)	$	(0.50	)	$	(1.30	)	(1	)
Weighted average diluted common shares	94,840			95,320			95,332			95,328			95,207
2016
Total revenue	$	367,772		$	410,670		$	371,931		$	341,670		$	1,492,043
Total operating expenses	326,369			341,203			330,857			337,910			1,336,339
Operating income (loss)	$	41,403		$	69,467		$	41,074		$	3,760		$	155,704
Income (loss) from continuing operations	$	(12,139	)	$	35,135		$	(25,138	)	$	(56,640	)	$	(58,782	)
Income (loss) from continuing operations attributable to the Company	$	(9,989	)	$	30,753		$	(20,145	)	$	(46,904	)	$	(46,285	)
Income (loss) from continuing operations attributable to common stockholders	$	(18,479	)	$	22,262		$	(35,144	)	$	(57,320	)	$	(88,681	)
Diluted income (loss) from continuing operations attributable to common stockholders per share	$	(0.20	)	$	0.23		$	(0.37	)	$	(0.61	)	$	(0.95	)	(1	)
Weighted average diluted common shares	94,136			94,474			94,531			94,585			94,426

_________________

⁽¹⁾ The sum of the diluted income (loss) from continuing operations attributable to common stockholders per share for the four quarters in 2017 and 2016 differs from the annual diluted income (loss) from continuing operations attributable to common stockholders per share due to the required method of computing the weighted average diluted common shares in the respective periods.

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Organization and Description of Business (Details) $ in Thousands	Dec. 31, 2017 USD ($) room unit hotel	Sep. 30, 2017 hotel	Dec. 31, 2016 USD ($)	Jun. 30, 2015
Real Estate Properties [Line Items]
Number of hotel properties		24
Number of units in real estate property | room	25,058
Number of units in real estate property, net partnership interest | room	25,031
Investment in unconsolidated entities | $	$ 2,955		$ 58,779
OpenKey [Member]
Real Estate Properties [Line Items]
Ownership percentage	16.23%		13.30%
Investment in unconsolidated entities | $	$ 2,500
AQUA U.S. Fund [Member]
Real Estate Properties [Line Items]
Ownership percentage				52.40%
Investment in unconsolidated entities | $			$ 50,900
World Quest Resort [Member]
Real Estate Properties [Line Items]
Number of units in real estate property | unit	89
Ashford Inc. [Member]
Real Estate Properties [Line Items]
Ownership percentage	28.60%
Investment in unconsolidated entities | $	$ 437		$ 5,873
Investment in unconsolidated subsidiary fair value | $	$ 55,600
Wholly Owned Properties [Member]
Real Estate Properties [Line Items]
Number of hotel properties	118
Wholly Owned Properties [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Real Estate Properties [Line Items]
Number of hotel properties	2
Partially Owned Properties [Member]
Real Estate Properties [Line Items]
Number of hotel properties	2
Subsidiaries [Member]
Real Estate Properties [Line Items]
Number of hotel properties	120
Number of hotel properties managed by affiliates	82

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Significant Accounting Policies (Details)	12 Months Ended
	Dec. 31, 2017 USD ($) joint_venture hotel	Dec. 31, 2016 USD ($) joint_venture hotel	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2007 USD ($)
Real Estate Properties [Line Items]
Number of hotel properties stated at historical cost | hotel	4
Impairment charges of Joint venture	$ 0	$ 0	$ 0
Unfavorable management contract liabilities	$ 0	1,380,000			$ 23,400,000
Noncontrolling interest in joint venture	15.00%
Advertising expense	$ 7,500,000	6,400,000	5,600,000
Net cash provided by (used in) operating activities	207,382,000	179,723,000	203,577,000
Net cash provided by (used in) investing activities	(63,881,000)	(21,858,000)	(780,316,000)
Accounting Standards Update 2016-18 [Member]
Real Estate Properties [Line Items]
Net cash provided by (used in) operating activities		4,700,000	5,400,000
Net cash provided by (used in) investing activities		13,900,000	(73,200,000)
Cash, cash equivalents and restricted cash at beginning of year		144,000,000	153,700,000	$ 85,800,000
Notes Receivable [Member]
Real Estate Properties [Line Items]
Interest income recorded	$ 0	0	0
Impairment charges		0	0
Valuation adjustments (credits to impairment charges)		$ 500,000	$ 439,000
Two Interstate Hotels [Member]
Real Estate Properties [Line Items]
Noncontrolling interest in joint venture	15.00%	15.00%
Number of hotel properties held by joint ventures | hotel	2	2
Number of joint venture | joint_venture	1	1
PIM Highland JV [Member]
Real Estate Properties [Line Items]
Ownership percentage	28.26%
OpenKey [Member]
Real Estate Properties [Line Items]
Ownership percentage	16.23%	13.30%
Minimum [Member]
Real Estate Properties [Line Items]
Restricted cash reserves as percentage of property revenue	4.00%
Minimum [Member] | Building and Building Improvements [Member]
Real Estate Properties [Line Items]
Estimated useful life	7 years 6 months
Minimum [Member] | Furniture, fixtures and equipment [Member]
Real Estate Properties [Line Items]
Estimated useful life	1 year 6 months
Maximum [Member]
Real Estate Properties [Line Items]
Restricted cash reserves as percentage of property revenue	6.00%
Maximum [Member] | Building and Building Improvements [Member]
Real Estate Properties [Line Items]
Estimated useful life	39 years
Maximum [Member] | Furniture, fixtures and equipment [Member]
Real Estate Properties [Line Items]
Estimated useful life	5 years
Maximum [Member] | Unconsolidated Properties [Member]
Real Estate Properties [Line Items]
Ownership percentage	28.60%

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Investment in Hotel Properties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Investment in hotel properties, net
Land	$ 653,293	$ 663,013
Buildings and improvements	3,895,112	3,913,377
Furniture, fixtures and equipment	468,420	434,091
Construction in progress	35,273	32,525
Condominium properties	12,196	11,558
Total cost	5,064,294	5,054,564
Accumulated depreciation	(1,028,379)	(894,001)
Investments in hotel properties, net	4,035,915	4,160,563
Cost of land and depreciable property, net of accumulated depreciation, for federal income tax purposes	4,100,000	3,400,000
Depreciation expense, including depreciation of assets under capital leases and discontinued hotel properties	$ 246,000	$ 243,600	$ 210,100

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Investment in Unconsolidated Entities (Balance Sheets) (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Real Estate Properties [Line Items]
Total assets	$ 4,669,850	$ 4,891,544
Total liabilities	3,920,582	3,966,399
Redeemable noncontrolling interests	116,122	132,768
Total stockholders' equity	632,500	791,621
Noncontrolling interest in consolidated entities	646	756
Total equity	633,146	792,377	$ 811,856	$ 532,433
Total liabilities and equity	4,669,850	4,891,544
Our ownership interest	2,955	58,779
AQUA U.S. Fund [Member]
Real Estate Properties [Line Items]
Our ownership interest		50,900
Ashford Inc. [Member]
Real Estate Properties [Line Items]
Total assets	114,810	129,797
Total liabilities	78,742	38,168
Redeemable noncontrolling interests	5,111	1,480
Total stockholders' equity	30,185	37,377
Noncontrolling interest in consolidated entities	772	52,772
Total equity	30,957	90,149
Total liabilities and equity	114,810	129,797
Our ownership interest	$ 437	$ 5,873

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Investment in Unconsolidated Entities (Statement of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Real Estate Properties [Line Items]
Total revenue	$ 341,566	$ 353,325	$ 390,670	$ 353,709	$ 341,670	$ 371,931	$ 410,670	$ 367,772	$ 1,439,270	$ 1,492,043	$ 1,336,966
Total expenses	(322,924)	(323,709)	(332,185)	(325,447)	(337,910)	(330,857)	(341,203)	(326,369)	(1,304,265)	(1,336,339)	(1,199,051)
Operating income (loss)	$ 18,642	$ 29,616	$ 58,485	$ 28,262	$ 3,760	$ 41,074	$ 69,467	$ 41,403	135,005	155,704	137,915
Realized and unrealized gain (loss) on investments, net									(3,678)	4,946	1,776
Other income (expense)									(3,422)	(4,517)	(864)
Income tax expense									2,218	(1,532)	(4,710)
Net income (loss)									(88,760)	(58,782)	306,412
Net loss attributable to redeemable noncontrolling interests in operating partnership									21,642	12,483	(35,503)
Net income (loss) attributable to the Company									(67,008)	(46,285)	270,939
Our equity in earnings (loss) of equity method investments									(5,866)	(6,110)	(6,831)
AQUA U.S. Fund [Member]
Real Estate Properties [Line Items]
Our equity in earnings (loss) of equity method investments									52	(5,100)	(3,400)
Ashford Inc. [Member]
Real Estate Properties [Line Items]
Total revenue									81,573	67,607	58,981
Total expenses									(92,095)	(70,064)	(60,332)
Operating income (loss)									(10,522)	(2,457)	(1,351)
Equity in loss of unconsolidated entity									0	(1,460)	(2,141)
Realized and unrealized gain (loss) on investments, net									(91)	(7,787)	(7,600)
Other income (expense)									142	81	1,114
Income tax expense									(9,723)	(780)	(2,066)
Net income (loss)									(20,194)	(12,403)	(12,044)
Income (loss) from consolidated entities attributable to noncontrolling interests									358	8,860	10,852
Net loss attributable to redeemable noncontrolling interests in operating partnership									1,484	1,147	2
Net income (loss) attributable to the Company									(18,352)	(2,396)	(1,190)
Our equity in earnings (loss) of equity method investments									$ (5,437)	$ (743)	$ (483)

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Investment in Unconsolidated Entities (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Mar. 31, 2017	Jul. 31, 2015	Jun. 30, 2015
Real Estate Properties [Line Items]
Investment in unconsolidated entities		$ 2,955	$ 58,779
Equity in earnings (loss) of unconsolidated entities		(5,866)	(6,110)	$ (6,831)
Investment in unconsolidated entity		984	2,321	0
Gain (loss) on sale of hotel properties, net of tax		$ 0	$ 0	599
Ashford Prime OP [Member]
Real Estate Properties [Line Items]
Distribution of shares (in shares)						4,100
OpenKey [Member]
Real Estate Properties [Line Items]
Ownership percentage		16.23%	13.30%
Investment in unconsolidated entities		$ 2,500
Equity in earnings (loss) of unconsolidated entities		(481)	$ (305)
Investment in unconsolidated entity		$ 1,000	2,300
Ashford Inc. [Member]
Real Estate Properties [Line Items]
Shares in investment held (in shares)		598
Ownership percentage		28.60%
Investment in unconsolidated entities		$ 437	5,873
Investment in unconsolidated subsidiary fair value		55,600
Equity in earnings (loss) of unconsolidated entities		(5,437)	(743)	(483)
AQUA U.S. Fund [Member]
Real Estate Properties [Line Items]
Ownership percentage							52.40%
Investment in unconsolidated entities			50,900
Equity in earnings (loss) of unconsolidated entities		$ 52	$ (5,100)	(3,400)
AQUA U.S. Fund [Member]
Real Estate Properties [Line Items]
Audit hold-back					5.00%
Proceeds from Divestiture of Interest in Consolidated Subsidiaries	$ 2,600
Pier House Resort [Member]
Real Estate Properties [Line Items]
Gain (loss) on sale of hotel properties, net of tax				$ 599

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Hotel Dispositions, Assets Held for Sale and Impairment Charges (Schedule of Hotel Dispositions and Assets Held for Sale) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Assets
Cash and cash equivalents	$ 78	$ 976	$ 0	$ 0
Assets held for sale	18,423	19,588
Liabilities
Liabilities related to assets held for sale	13,977	37,047
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Real Estate Properties [Line Items]
Total hotel revenue	12,447	77,808	100,973
Total hotel operating expenses	(10,064)	(51,750)	(65,874)
Operating income (loss)	2,383	26,058	35,099
Property taxes, insurance and other	(616)	(3,805)	(5,278)
Depreciation and amortization	(2,588)	(11,891)	(17,008)
Impairment charges	0	(18,316)	(2,817)
Gain (loss) on sale of hotel properties	14,030	31,713	0
Interest expense and amortization of loan costs	(2,361)	(10,456)	(13,150)
Write-off of loan costs and exit fees	(98)	(5,076)	0
Income (loss) before income taxes	10,750	8,227	(3,154)
(Income) loss before income taxes attributable to redeemable noncontrolling interests in operating partnership	(1,668)	(1,153)	421
Income (loss) before income taxes attributable to the Company	9,082	7,074	$ (2,733)
Disposal Group, Held-for-sale, Not Discontinued Operations [Member]
Assets
Investments in hotel properties, net	17,732	17,232
Cash and cash equivalents	78	976
Restricted cash	402	392
Accounts receivable	127	305
Inventories	1	96
Deferred costs, net	0	4
Prepaid expenses	21	309
Other assets	31	274
Due from third-party hotel managers	31	0
Assets held for sale	18,423	19,588
Liabilities
Indebtedness, net	13,221	35,679
Accounts payable and accrued expenses	662	1,323
Due to related party, net	94	45
Liabilities related to assets held for sale	$ 13,977	$ 37,047

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Hotel Dispositions, Assets Held for Sale and Impairment Charges (Narrative) (Details) $ / shares in Units, $ in Thousands, shares in Millions							3 Months Ended	12 Months Ended
	Jun. 29, 2017 USD ($)	May 10, 2017 USD ($)	Mar. 06, 2017 USD ($)	Feb. 01, 2017 USD ($)	Oct. 07, 2016 USD ($)	Sep. 30, 2016 USD ($)	Jun. 30, 2015 USD ($) hotel	Dec. 31, 2017 USD ($) hotel	Dec. 31, 2016 USD ($) hotel	Dec. 31, 2015 USD ($)	Feb. 20, 2018 USD ($)	Sep. 30, 2017 hotel	Oct. 01, 2016 USD ($) $ / shares shares	Sep. 01, 2016 USD ($)	Jun. 01, 2016 USD ($) hotel
Real Estate Properties [Line Items]
Number of hotel properties | hotel												24
Impairment of real estate								$ 2,000
Recoveries								2,800
Third-party recoveries								267
Environmental insurance deductible								4,800
Allocated proceeds received from business insurance								612
Business interruption deductible								$ 366
SpringHill Suites Centreville and SpringHill Suites Glen Allen [Member]
Real Estate Properties [Line Items]
Number of hotel properties | hotel								2
Impairment of real estate								$ 8,200
SpringHill Suites Centreville [Member]
Real Estate Properties [Line Items]
Impairment of real estate								4,700
SpringHill Suites Glen Allen [Member]
Real Estate Properties [Line Items]
Impairment of real estate								3,500
SpringHill Suites Gaithersburg, Embassy Suites Syracuse and the Renaissance Portsmouth [Member]
Real Estate Properties [Line Items]
Number of hotel properties | hotel									3
Impairment of real estate									$ 18,300
SpringHill Suites in Gaithersburg, Maryland [Member]
Real Estate Properties [Line Items]
Impairment of real estate							$ 2,800	5,000
Asset fair value after impairment							$ 15,300
Syracuse NY Embassy Suites [Member]
Real Estate Properties [Line Items]
Impairment of real estate								4,100
Portsmouth, VA Renaissance [Member]
Real Estate Properties [Line Items]
Impairment of real estate								9,200
Residence Inn in Las Vegas, Nevada and the SpringHill Suites in Gaithersburg, Maryland [Member]
Real Estate Properties [Line Items]
Number of hotel properties | hotel							2
Impairment of real estate							$ 19,900
Residence Inn in Las Vegas, Nevada [Member]
Real Estate Properties [Line Items]
Impairment of real estate							17,100
Asset fair value after impairment							$ 37,500
Mortgages [Member]
Real Estate Properties [Line Items]
Extinguishment of debt		$ 104,300
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Real Estate Properties [Line Items]
Total hotel revenue								12,447	77,808	$ 100,973
Income (loss) before income taxes								10,750	8,227	$ (3,154)
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | SpringHill Suites Glen Allen [Member] | Subsequent Event [Member]
Real Estate Properties [Line Items]
Consideration for disposal											$ 10,900
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Crowne Plaza Ravinia, Atlanta, Georgia [Member]
Real Estate Properties [Line Items]
Consideration for disposal	$ 88,700
Gain (loss) on disposal								14,100
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Crowne Plaza Ravinia, Atlanta, Georgia [Member] | Mortgages [Member]
Real Estate Properties [Line Items]
Extinguishment of debt	$ 78,700
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Noble Five Hotels [Member]
Real Estate Properties [Line Items]
Number of hotel properties | hotel															5
Consideration for disposal															$ 142,000
Gain (loss) on disposal									22,800
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Hampton Inn & Suites - Gainesville [Member]
Real Estate Properties [Line Items]
Consideration for disposal														$ 26,500
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Hampton Inn & Suites - Gainesville [Member] | Gain on Acquisition of PIM Highland JV [Member]
Real Estate Properties [Line Items]
Gain (loss) on disposal									1,600
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | SpringHill Suites in Gaithersburg, Maryland [Member]
Real Estate Properties [Line Items]
Consideration for disposal													$ 13,200
Gain (loss) on disposal									(223)
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | SpringHill Suites in Gaithersburg, Maryland [Member] | Mortgages [Member]
Real Estate Properties [Line Items]
Extinguishment of debt						$ 10,400
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | SpringHill Suites in Gaithersburg, Maryland [Member] | Class B Common Units
Real Estate Properties [Line Items]
Consideration (in shares) | shares													2.0
Consideration per unit (in dollars per share) | $ / shares													$ 5.74
Consideration per share redeemed (in dollars per share) | $ / shares													$ 6.05
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Palm Desert Hotels [Member]
Real Estate Properties [Line Items]
Consideration for disposal					$ 36,000
Gain (loss) on disposal								7,500
Extinguishment of debt					$ 23,800
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Syracuse NY Embassy Suites [Member]
Real Estate Properties [Line Items]
Consideration for disposal			$ 8,800
Gain (loss) on disposal								(40)
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Syracuse NY Embassy Suites [Member] | Mortgages [Member]
Real Estate Properties [Line Items]
Extinguishment of debt			$ 20,600
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Portsmouth, VA Renaissance [Member]
Real Estate Properties [Line Items]
Consideration for disposal				$ 9,200
Gain (loss) on disposal								(43)
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Portsmouth, VA Renaissance [Member] | Mortgages [Member]
Real Estate Properties [Line Items]
Extinguishment of debt				$ 20,200
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | SpringHill Suites Glen Allen [Member]
Real Estate Properties [Line Items]
Total hotel revenue								7,000
Income (loss) before income taxes								$ (154)
Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Renaissance Portsmouth and Embassy Suites Syracuse [Member]
Real Estate Properties [Line Items]
Total hotel revenue									18,700
Income (loss) before income taxes									$ 499

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Deferred Costs, net (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deferred franchise fees	$ 4,400	$ 4,602
Accumulated amortization	(1,623)	(1,752)
Deferred costs before costs related to assets held for sale	2,777	2,850
Deferred costs related to assets held for sale	0	4
Deferred costs, net	$ 2,777	$ 2,846

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Intangible Assets, net and Intangible Liabilities, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Intangible Assets, net
Cost	$ 10,276	$ 10,276
Accumulated amortization	(333)	(215)
Total	9,943
Intangible Liability, net
Cost	16,846	16,846
Accumulated amortization	(1,007)	(651)
Total	15,839	16,195
Net amortization related to intangibles was a reduction in lease expense	(238)	(156)	$ (167)
Intangible Assets
2018	118
2019	118
2020	118
2021	118
2022	118
Thereafter	9,353
Total	9,943	10,061
Intangible Liabilities
2018	356
2019	356
2020	356
2021	356
2022	356
Thereafter	14,059
Total	15,839	$ 16,195
Savannah - Dock Acquisition [Member]
Intangible Liability, net
Intangible asset	$ 797

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Indebtedness, net (Details) $ in Thousands			12 Months Ended
	Oct. 30, 2017 USD ($)	May 10, 2017 USD ($)	Dec. 31, 2017 USD ($) hotel	Oct. 31, 2017 USD ($)	May 24, 2017 USD ($)	Dec. 31, 2016 USD ($)	Oct. 07, 2016 USD ($)
Debt Instrument [Line Items]
Book Value of Collateral			$ 3,999,507			$ 4,129,380
Indebtedness, gross			3,723,568
Indebtedness, net			3,696,300			3,723,559
Mortgages [Member]
Debt Instrument [Line Items]
Extinguishment of debt		$ 104,300
Indebtedness, gross			3,723,568			3,773,604
Premiums, net			1,570			3,523
Deferred loan costs, net			(15,617)			(17,889)
Indebtedness including assets held for sale			3,709,521			3,759,238
Indebtedness, net			$ 3,696,300			3,723,559
Mortgages [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Portsmouth, VA Renaissance [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Indebtedness, net			$ 0			16,080
Mortgages [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Syracuse NY Embassy Suites [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Indebtedness, net			$ 0			19,599
Mortgages [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | SpringHill Suites Centreville [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Indebtedness, net			$ 5,992			0
Mortgages [Member] | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | SpringHill Suites Glen Allen [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Indebtedness, net			$ 7,229			0
Mortgages [Member] | LIBOR | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Portsmouth, VA Renaissance [Member]
Debt Instrument [Line Items]
Basis spread on variable rate			4.39%
Mortgages [Member] | LIBOR | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | Syracuse NY Embassy Suites [Member]
Debt Instrument [Line Items]
Basis spread on variable rate			4.35%
Mortgages [Member] | LIBOR | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | SpringHill Suites Centreville [Member]
Debt Instrument [Line Items]
Basis spread on variable rate			4.38%
Mortgages [Member] | LIBOR | Disposal Group, Held-for-sale, Not Discontinued Operations [Member] | SpringHill Suites Glen Allen [Member]
Debt Instrument [Line Items]
Basis spread on variable rate			4.55%
Mortgages [Member] | Mortgage loan 1 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Interest rate			5.98%
Book Value of Collateral			$ 0			25,714
Indebtedness, gross			$ 0			15,729
Mortgages [Member] | Mortgage loan 2 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			17
Book Value of Collateral			$ 0			302,417
Indebtedness, gross			$ 0
Mortgages [Member] | Mortgage loan 2 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			5.52%
Mortgages [Member] | Mortgage loan 3 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			2
Interest rate			4.44%
Book Value of Collateral			$ 0			228,433
Indebtedness, gross			$ 0			105,047
Mortgages [Member] | Mortgage loan 4 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Interest rate			4.38%
Book Value of Collateral			$ 0			195,768
Indebtedness, gross			$ 0			96,169
Mortgages [Member] | Mortgage loan 5 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			8
Book Value of Collateral			$ 346,609			355,707
Indebtedness, gross			$ 376,800			376,800
Mortgages [Member] | Mortgage loan 5 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			4.95%
Mortgages [Member] | Mortgage loan 6 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			5
Book Value of Collateral			$ 208,338			205,111
Indebtedness, gross			$ 200,000			200,000
Mortgages [Member] | Mortgage loan 6 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			4.75%
Mortgages [Member] | Mortgage loan 7 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Book Value of Collateral			$ 39,298			40,738
Indebtedness, gross			$ 33,300			33,300
Mortgages [Member] | Mortgage loan 7 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			4.95%
Mortgages [Member] | Mortgage loan 8 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			22
Book Value of Collateral			$ 1,206,994			1,278,932
Indebtedness, gross			$ 971,654			1,070,560
Mortgages [Member] | Mortgage loan 8 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			4.39%
Mortgages [Member] | Mortgage loan 9 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Book Value of Collateral			$ 32,188			33,801
Indebtedness, gross			$ 25,100			25,100
Mortgages [Member] | Mortgage loan 9 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			5.10%
Mortgages [Member] | Mortgage loan 10 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Book Value of Collateral			$ 62,348			60,260
Indebtedness, gross			$ 43,750			43,750
Mortgages [Member] | Mortgage loan 10 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			5.10%
Mortgages [Member] | Mortgage loan 11 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Book Value of Collateral			$ 36,220			37,375
Indebtedness, gross			$ 35,200			35,200
Mortgages [Member] | Mortgage loan 11 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			4.15%
Mortgages [Member] | Mortgage loan 12 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Book Value of Collateral			$ 52,038			53,526
Indebtedness, gross			$ 40,500			40,500
Mortgages [Member] | Mortgage loan 12 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			5.10%
Mortgages [Member] | Mortgage loan 13 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			8
Book Value of Collateral			$ 174,676			178,738
Indebtedness, gross			$ 144,000			144,000
Mortgages [Member] | Mortgage loan 13 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			4.09%
Mortgages [Member] | Mortgage loan 14 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Book Value of Collateral			$ 15,279			15,010
Indebtedness, gross			$ 12,000			12,000
Mortgages [Member] | Mortgage loan 14 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			4.95%
Mortgages [Member] | Mortgage loan 15 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			4
Book Value of Collateral			$ 61,358			66,725
Indebtedness, gross			$ 52,530			52,530
Mortgages [Member] | Mortgage loan 15 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			4.38%
Mortgages [Member] | Mortgage loan 16 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			6
Book Value of Collateral			$ 162,938			185,804
Indebtedness, gross			$ 280,421			301,000
Mortgages [Member] | Mortgage loan 16 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			4.35%
Mortgages [Member] | Mortgage loan 17 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			18
Book Value of Collateral			$ 442,394			457,040
Indebtedness, gross			$ 450,000			450,000	$ 450,000
Mortgages [Member] | Mortgage loan 17 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			4.55%
Mortgages [Member] | Mortgage loan 18 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Interest rate			4.00%
Book Value of Collateral			$ 8,056			8,326
Indebtedness, gross			$ 5,336			5,436
Mortgages [Member] | Mortgage loan 19 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			17
Book Value of Collateral			$ 290,973			0
Indebtedness, gross			$ 427,000	$ 427,000		0
Mortgages [Member] | Mortgage loan 19 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			3.00%
Mortgages [Member] | Mortgage loan 20 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Book Value of Collateral			$ 25,654			0
Indebtedness, gross			$ 16,100		$ 16,100	0
Mortgages [Member] | Mortgage loan 20 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			2.90%
Mortgages [Member] | Mortgage loan 21 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Interest rate			6.26%
Book Value of Collateral			$ 126,462			124,654
Indebtedness, gross			$ 95,207			96,873
Mortgages [Member] | Mortgage loan 22 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			2
Book Value of Collateral			$ 234,253			0
Indebtedness, gross		$ 181,000	$ 164,700			0
Mortgages [Member] | Mortgage loan 22 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			3.00%
Mortgages [Member] | Mortgage loan 23 [Member]
Debt Instrument [Line Items]
Extinguishment of debt	$ 94,700
Number of hotels collateralized by a loan | hotel			1
Book Value of Collateral			$ 196,365			0
Indebtedness, gross	$ 97,000		$ 97,000			0
Mortgages [Member] | Mortgage loan 23 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate			2.00%
Mortgages [Member] | Mortgage loan 24 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Interest rate			5.46%
Book Value of Collateral			$ 81,854			84,854
Indebtedness, gross			$ 53,789			54,685
Mortgages [Member] | Mortgage loan 25 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Interest rate			5.49%
Book Value of Collateral			$ 9,392			10,092
Indebtedness, gross			$ 7,000			7,111
Mortgages [Member] | Mortgage loan 26 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Interest rate			5.49%
Book Value of Collateral			$ 17,533			15,229
Indebtedness, gross			$ 10,216			10,378
Mortgages [Member] | Mortgage loan 27 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			1
Interest rate			4.99%
Book Value of Collateral			$ 7,438			7,922
Indebtedness, gross			$ 6,530			6,641
Mortgages [Member] | Mortgage loan 28 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			2
Interest rate			4.85%
Book Value of Collateral			$ 11,135			8,910
Indebtedness, gross			$ 12,242			12,427
Mortgages [Member] | Mortgage loan 29 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			3
Interest rate			4.90%
Book Value of Collateral			$ 15,693			16,647
Indebtedness, gross			$ 24,471			24,836
Mortgages [Member] | Mortgage loan 30 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			3
Interest rate			5.20%
Book Value of Collateral			$ 51,393			51,659
Indebtedness, gross			$ 66,224			67,164
Mortgages [Member] | Mortgage loan 31 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			2
Interest rate			4.45%
Book Value of Collateral			$ 10,516			10,952
Indebtedness, gross			$ 20,214			20,575
Mortgages [Member] | Mortgage loan 32 [Member]
Debt Instrument [Line Items]
Number of hotels collateralized by a loan | hotel			3
Interest rate			4.45%
Book Value of Collateral			$ 72,112			69,036
Indebtedness, gross			$ 52,284			$ 53,293

XML

Indebtedness, net (Narrative) (Details)													12 Months Ended
	Jul. 01, 2020 USD ($)	Jun. 01, 2019	Jan. 17, 2018 USD ($) extension	Oct. 31, 2017 USD ($) hotel extension	Oct. 30, 2017 USD ($)	Jun. 29, 2017 USD ($)	May 24, 2017 USD ($) extension	May 10, 2017 USD ($)	Mar. 06, 2017 USD ($)	Feb. 01, 2017 USD ($)	Oct. 07, 2016 USD ($) extension loan	Sep. 30, 2016 USD ($)	Dec. 31, 2017 USD ($) hotel extension	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Debt Instrument [Line Items]
LIBOR rate													1.56%	0.772%
Indebtedness, gross													$ 3,723,568,000
Borrowings on indebtedness													704,800,000	$ 487,500,000	$ 2,277,782,000
Accrued but unpaid capital expenditures													19,456,000	11,402,000	7,525,000
Premium amortization recognized													2,000,000	2,100,000	$ 1,400,000
Mortgages [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Extinguishment of debt			$ 376,800,000
Mortgages [Member] | Mortgage Loan due January 2020 [Member] | Subsequent Event [Member]
Debt Instrument [Line Items]
Indebtedness, gross			$ 395,000,000
Debt instrument term			2 years
Number of extension options | extension			5
Term of mortgage loan extension option			1 year
Mortgages [Member] | Mortgage Loan due January 2020 [Member] | LIBOR | Subsequent Event [Member]
Debt Instrument [Line Items]
Basis spread on variable rate			2.92%
Mortgages [Member] | Mortgage Secured by 18 Hotels [Member]
Debt Instrument [Line Items]
Extinguishment of debt											$ 415,100,000
Number of refinanced loans | loan											4
Mortgages [Member] | Mortgage Secured by Hilton Boston Back Bay [Member]
Debt Instrument [Line Items]
Extinguishment of debt					$ 94,500,000
Face amount of debt					94,700,000.0
Mortgages [Member] | Mortgage Secured by 17 Hotels [Member]
Debt Instrument [Line Items]
Extinguishment of debt				$ 412,500,000
Number of hotels collateralized by a loan | hotel				17
Mortgages [Member]
Debt Instrument [Line Items]
Extinguishment of debt								$ 104,300,000
Indebtedness, gross													3,723,568,000	3,773,604,000
Mortgages [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Portsmouth, VA Renaissance [Member]
Debt Instrument [Line Items]
Extinguishment of debt										$ 20,200,000
Mortgages [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Crowne Plaza Ravinia, Atlanta, Georgia [Member]
Debt Instrument [Line Items]
Extinguishment of debt						$ 78,700,000
Mortgages [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Syracuse NY Embassy Suites [Member]
Debt Instrument [Line Items]
Extinguishment of debt									$ 20,600,000
Mortgages [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | SpringHill Suites in Gaithersburg, Maryland [Member]
Debt Instrument [Line Items]
Extinguishment of debt												$ 10,400,000
Mortgages [Member] | Mortgage Loan Secured by Hotel Indigo Atlanta [Member]
Debt Instrument [Line Items]
Extinguishment of debt							$ 15,700,000
Mortgages [Member] | Mortgage loan 6 [Member]
Debt Instrument [Line Items]
Indebtedness, gross													$ 200,000,000	200,000,000
Number of extension options | extension													3
Term of mortgage loan extension option													1 year
LIBOR floor percentage													0.20%
Number of hotels collateralized by a loan | hotel													5
Mortgages [Member] | Mortgage loan 6 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													4.75%
Mortgages [Member] | Mortgage loan 7 [Member]
Debt Instrument [Line Items]
Indebtedness, gross													$ 33,300,000	33,300,000
Number of extension options | extension													3
Term of mortgage loan extension option													1 year
Number of hotels collateralized by a loan | hotel													1
Mortgages [Member] | Mortgage loan 7 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													4.95%
Mortgages [Member] | Mortgage loan 8 [Member]
Debt Instrument [Line Items]
Indebtedness, gross													$ 971,654,000	1,070,560,000
Number of extension options | extension													4
Term of mortgage loan extension option													1 year
Number of hotels collateralized by a loan | hotel													22
Mortgages [Member] | Mortgage loan 8 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													4.39%
Mortgages [Member] | Mortgage loan 9 [Member]
Debt Instrument [Line Items]
Indebtedness, gross													$ 25,100,000	25,100,000
Number of extension options | extension													3
Term of mortgage loan extension option													1 year
Number of hotels collateralized by a loan | hotel													1
Mortgages [Member] | Mortgage loan 9 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													5.10%
Mortgages [Member] | Mortgage loan 10 [Member]
Debt Instrument [Line Items]
Indebtedness, gross													$ 43,750,000	43,750,000
Number of extension options | extension													3
Term of mortgage loan extension option													1 year
Number of hotels collateralized by a loan | hotel													1
Mortgages [Member] | Mortgage loan 10 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													5.10%
Mortgages [Member] | Mortgage loan 12 [Member]
Debt Instrument [Line Items]
Indebtedness, gross													$ 40,500,000	40,500,000
Number of extension options | extension													3
Term of mortgage loan extension option													1 year
Number of hotels collateralized by a loan | hotel													1
Mortgages [Member] | Mortgage loan 12 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													5.10%
Mortgages [Member] | Mortgage loan 13 [Member]
Debt Instrument [Line Items]
Indebtedness, gross													$ 144,000,000	144,000,000
Number of extension options | extension													3
Term of mortgage loan extension option													1 year
Number of hotels collateralized by a loan | hotel													8
Mortgages [Member] | Mortgage loan 13 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													4.09%
Mortgages [Member] | Mortgage loan 11 [Member]
Debt Instrument [Line Items]
Indebtedness, gross													$ 35,200,000	35,200,000
Number of extension options | extension													3
Term of mortgage loan extension option													1 year
Number of hotels collateralized by a loan | hotel													1
Mortgages [Member] | Mortgage loan 11 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													4.15%
Mortgages [Member] | Mortgage loan 14 [Member]
Debt Instrument [Line Items]
Indebtedness, gross													$ 12,000,000	12,000,000
Number of extension options | extension													2
Term of mortgage loan extension option													1 year
Number of hotels collateralized by a loan | hotel													1
Mortgages [Member] | Mortgage loan 14 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													4.95%
Mortgages [Member] | Mortgage loan 15 [Member]
Debt Instrument [Line Items]
Indebtedness, gross													$ 52,530,000	52,530,000
Number of extension options | extension													3
Term of mortgage loan extension option													1 year
Number of hotels collateralized by a loan | hotel													4
Mortgages [Member] | Mortgage loan 15 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													4.38%
Mortgages [Member] | Mortgage loan 16 [Member]
Debt Instrument [Line Items]
Indebtedness, gross													$ 280,421,000	301,000,000
Number of extension options | extension													3
Term of mortgage loan extension option													1 year
Number of hotels collateralized by a loan | hotel													6
Mortgages [Member] | Mortgage loan 16 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													4.35%
Mortgages [Member] | Mortgage loan 17 [Member]
Debt Instrument [Line Items]
Indebtedness, gross											$ 450,000,000		$ 450,000,000	450,000,000
Debt instrument term											2 years
Number of extension options | extension											4		4
Term of mortgage loan extension option											1 year		1 year
Number of hotels collateralized by a loan | hotel													18
Number of mortgage loans | loan											1
Mortgages [Member] | Mortgage loan 17 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													4.55%
Mortgages [Member] | Mortgage loan 19 [Member]
Debt Instrument [Line Items]
Indebtedness, gross				$ 427,000,000									$ 427,000,000	0
Debt instrument term				2 years
Number of extension options | extension				5									5
Term of mortgage loan extension option				1 year									1 year
Number of hotels collateralized by a loan | hotel													17
Mortgages [Member] | Mortgage loan 19 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													3.00%
Mortgages [Member] | Mortgage loan 20 [Member]
Debt Instrument [Line Items]
Indebtedness, gross							$ 16,100,000						$ 16,100,000	0
Debt instrument term							3 years
Number of extension options | extension							2						2
Term of mortgage loan extension option													1 year
Number of hotels collateralized by a loan | hotel													1
Mortgages [Member] | Mortgage loan 20 [Member] | Scenario, Forecast [Member]
Debt Instrument [Line Items]
Amortization term		30 years
Interest rate		6.00%
Mortgages [Member] | Mortgage loan 20 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													2.90%
Mortgages [Member] | Mortgage loan 22 [Member]
Debt Instrument [Line Items]
Indebtedness, gross								181,000,000					$ 164,700,000	0
Borrowings on indebtedness								164,700,000
Accrued but unpaid capital expenditures								16,300,000
Number of hotels collateralized by a loan | hotel													2
Mortgages [Member] | Mortgage loan 22 [Member] | Scenario, Forecast [Member]
Debt Instrument [Line Items]
Quarterly principal payments	$ 750,000
Mortgages [Member] | Mortgage loan 22 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													3.00%
Mortgages [Member] | Mortgage loan 23 [Member]
Debt Instrument [Line Items]
Extinguishment of debt					94,700,000
Indebtedness, gross					$ 97,000,000								$ 97,000,000	$ 0
Debt instrument term					5 years
Number of extension options | extension													0
Number of hotels collateralized by a loan | hotel													1
Mortgages [Member] | Mortgage loan 23 [Member] | LIBOR
Debt Instrument [Line Items]
Basis spread on variable rate													2.00%
Mortgages [Member] | Mortgage Loan Secured by Renaissance Nashville in Nashville, Tennessee and Westin in Princeton, New Jersey [Member]
Debt Instrument [Line Items]
Extinguishment of debt								$ 105,000,000

XML

Indebtedness, net (Details 1) $ in Thousands	Dec. 31, 2017 USD ($)
Debt Disclosure [Abstract]
2018	$ 2,671,185
2019	438,723
2020	113,703
2021	7,953
2022	262,410
Thereafter	229,594
Indebtedness, gross	$ 3,723,568

XML

Derivative Instruments and Hedging (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
Indebtedness, net	$ 3,696,300,000	$ 3,723,559,000
Mortgage Loans, Variable Interest, 2015 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Indebtedness, net	$ 3,400,000,000
Interest Rate Floor [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional amount of derivative		$ 10,000,000,000
Derivative interest rate	1.50%	1.00%
Floor price	0.25%	0.25%
Credit Default Swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional amount of derivative	$ 212,500,000
Transaction cost	7,700,000
Change in market value of credit default swap	250,000
Not Designated as Hedging Instrument [Member] | Interest Rate Cap One [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional amount of derivative	2,500,000,000
Payments of derivative issuance costs	$ 871,000
Not Designated as Hedging Instrument [Member] | Interest Rate Cap One [Member] | Minimum [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative interest rate	1.50%
Not Designated as Hedging Instrument [Member] | Interest Rate Cap One [Member] | Maximum [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative interest rate	5.84%
Not Designated as Hedging Instrument [Member] | Interest Rate Floor 1 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional amount of derivative	$ 10,800,000,000
Cost of hedge	$ 388,000
Not Designated as Hedging Instrument [Member] | Interest Rate Floor 1 [Member] | Minimum [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative interest rate	1.00%
Not Designated as Hedging Instrument [Member] | Interest Rate Floor 1 [Member] | Maximum [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative interest rate	1.50%
Not Designated as Hedging Instrument [Member] | Interest Rate Cap Two [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional amount of derivative	$ 3,400,000,000	$ 1,500,000,000
Payments of derivative issuance costs		$ 199,000
Not Designated as Hedging Instrument [Member] | Interest Rate Cap Two [Member] | Minimum [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative interest rate	1.50%	2.00%
Not Designated as Hedging Instrument [Member] | Interest Rate Cap Two [Member] | Maximum [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative interest rate	5.84%	4.50%
Not Designated as Hedging Instrument [Member] | Interest Rate Floor [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Notional amount of derivative	$ 16,800,000,000
Payments of derivative issuance costs		$ 9,800,000
Not Designated as Hedging Instrument [Member] | Foreign Exchange Option [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Payments of derivative issuance costs	$ 0	$ 250,000

XML

Fair Value Measurements (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Derivative assets:
Derivative assets, net	$ 2,010	$ 3,614
Fair Value Measurements Recurring [Member]
Derivative assets:
Derivative assets, net	2,010	3,614
Counter-party and Cash Collateral Netting	2,031	(1,751)
Counter-party and Cash Collateral Netting,Total	2,031	(1,751)
Non-derivative assets:
Assets, fair value		56,799
Assets, fair value	28,936
Fair Value Measurements Recurring [Member] | Equity Securities [Member]
Derivative assets:
Counter-party and Cash Collateral Netting,Total	0	0
Non-derivative assets:
Assets, fair value	26,926	53,185
Fair Value Measurements Recurring [Member] | Interest Rate Floor [Member]
Derivative assets:
Derivative assets, net	343	2,358
Counter-party and Cash Collateral Netting	32	0
Fair Value Measurements Recurring [Member] | Interest Rate Cap [Member]
Derivative assets:
Derivative assets, net	137	24
Counter-party and Cash Collateral Netting	0	0
Fair Value Measurements Recurring [Member] | Credit Default Swaps [Member]
Derivative assets:
Derivative assets, net	1,530	1,116
Counter-party and Cash Collateral Netting	1,999	(1,751)
Fair Value Measurements Recurring [Member] | Future [Member]
Derivative assets:
Derivative assets, net		116
Counter-party and Cash Collateral Netting		0
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member]
Derivative assets:
Derivative assets, net	0	116
Non-derivative assets:
Assets, fair value		53,301
Assets, fair value	26,926
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Equity Securities [Member]
Non-derivative assets:
Assets, fair value	26,926	53,185
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Interest Rate Floor [Member]
Derivative assets:
Derivative assets, net	0	0
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Interest Rate Cap [Member]
Derivative assets:
Derivative assets, net	0	0
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Credit Default Swaps [Member]
Derivative assets:
Derivative assets, net	0	0
Fair Value Measurements Recurring [Member] | Quoted Market Prices (Level 1) [Member] | Future [Member]
Derivative assets:
Derivative assets, net		116
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Derivative assets:
Derivative assets, net	(21)	5,249
Non-derivative assets:
Assets, fair value		5,249
Assets, fair value	(21)
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Equity Securities [Member]
Non-derivative assets:
Assets, fair value	0	0
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Interest Rate Floor [Member]
Derivative assets:
Derivative assets, net	311	2,358
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Interest Rate Cap [Member]
Derivative assets:
Derivative assets, net	137	24
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Credit Default Swaps [Member]
Derivative assets:
Derivative assets, net	(469)	2,867
Fair Value Measurements Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | Future [Member]
Derivative assets:
Derivative assets, net		0
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member]
Derivative assets:
Derivative assets, net	0	0
Non-derivative assets:
Assets, fair value		0
Assets, fair value	0
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Equity Securities [Member]
Non-derivative assets:
Assets, fair value	0	0
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Interest Rate Floor [Member]
Derivative assets:
Derivative assets, net	0	0
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Interest Rate Cap [Member]
Derivative assets:
Derivative assets, net	0	0
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Credit Default Swaps [Member]
Derivative assets:
Derivative assets, net	$ 0	0
Fair Value Measurements Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | Future [Member]
Derivative assets:
Derivative assets, net		$ 0

XML

Fair Value Measurements (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Unrealized gain (loss) on derivatives	$ (2,802)	$ (2,534)	$ (7,402)
Unrealized gain (loss) on marketable securities	(4,649)	4,946	127
Fair Value Measurements Recurring [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Net	(11,188)	(1,169)	(7,766)
Unrealized gain (loss) on derivatives	(2,802)	(2,534)	(7,402)
Unrealized gain (loss) on marketable securities	(4,649)	4,946	127
Realized gain (loss) on marketable securities	971	0	1,968
Fair Value Measurements Recurring [Member] | Interest Rate Floor [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Unrealized gain (loss) on derivatives	(2,435)	611	(7,603)
Fair Value Measurements Recurring [Member] | Interest Rate Cap [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Unrealized gain (loss) on derivatives	(758)	(535)	(2,038)
Fair Value Measurements Recurring [Member] | Credit Default Swaps [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Unrealized gain (loss) on derivatives	(36)	(2,574)	2,630
Realized Gain (Loss) on Derivatives	(4,165)	(3,269)	(2,459)
Fair Value Measurements Recurring [Member] | Future [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Unrealized gain (loss) on derivatives	427	(36)	(391)
Realized Gain (Loss) on Derivatives	(543)	(312)	0
Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | Credit Default Swaps [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Liabilities	0	0	0
Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | Put Option [Member] | Short [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Liabilities	0	0	1,002
Fair Value Measurements Recurring [Member] | Derivative Liabilities [Member] | Call Option [Member] | Short [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Liabilities	0	0	1,470
Fair Value Measurements Recurring [Member] | Non Derivative Liability [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Liabilities	0	0	2,550
Fair Value Measurements Recurring [Member] | Non Derivative Liability [Member] | Equity Securities [Member] | Short [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Liabilities	0	0	78
Fair Value Measurements Recurring [Member] | Derivative assets [Member] | Interest Rate Floor [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Assets	(2,435)	611	(7,603)
Fair Value Measurements Recurring [Member] | Derivative assets [Member] | Interest Rate Cap [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Assets	(758)	(535)	(2,038)
Fair Value Measurements Recurring [Member] | Derivative assets [Member] | Credit Default Swaps [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Assets	(4,201)	(5,843)	171
Fair Value Measurements Recurring [Member] | Derivative assets [Member] | Future [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Assets	(116)	(348)	(391)
Fair Value Measurements Recurring [Member] | Derivative assets [Member] | Put Option [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Assets	0	0	26
Fair Value Measurements Recurring [Member] | Derivative assets [Member] | Call Option [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Assets	0	0	(1,717)
Fair Value Measurements Recurring [Member] | Non Derivative Assets [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Assets	(11,188)	(1,169)	(10,316)
Fair Value Measurements Recurring [Member] | Non Derivative Assets [Member] | US Treasury Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Assets	0	0	314
Fair Value Measurements Recurring [Member] | Non Derivative Assets [Member] | 8880 American Depositary Receipts [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Assets	0	0	(150)
Fair Value Measurements Recurring [Member] | Non Derivative Assets [Member] | Equity Securities [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Gain or (Loss) Recognized in Income, Assets	$ (3,678)	$ 4,946	$ 1,072

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Fair Value Measurements (Narrative) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Fair Value Disclosures [Abstract]
Fair value consideration threshold for transfer in or out of level 3	10.00%
London Interbank Offered Rate (LIBOR) Rate	1.56%	0.772%
Higher Uptrend in the LIBOR interest rate	2.18%
Derivative expense related to credit default swaps	$ 1,036	$ 873	$ 486

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Summary of Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Financial assets and liabilities measured at fair value:
Derivative assets, net, Carrying Value	$ 2,010	$ 3,614
Derivative assets, net Estimated Fair Value	2,010	3,614
Marketable securities, Carrying Value	26,926	53,185
Marketable securities, Estimated Fair Value	26,926	53,185
Financial assets not measured at fair value:
Cash and cash equivalents, Carrying Value	354,805	347,091	$ 215,078	$ 215,063
Cash and cash equivalents, Estimated Fair Value	354,883	348,067
Restricted cash, Carrying Value	116,787	144,014	153,680	$ 85,830
Restricted cash, Estimated Fair Value	117,189	144,406
Accounts receivable, net, Carrying Value	44,257	44,629
Accounts receivable, net, Estimated Fair Value	44,384	44,934
Due from third-party hotel managers, Carrying Value	17,387	13,348
Due from third party hotel managers, Estimated Fair Value	17,418	13,348
Financial liabilities not measured at fair value:
Indebtedness, Carrying Value	3,725,138
Accounts payable and accrued expenses, Carrying Value	132,401	126,986
Accounts payable and accrued expenses, Estimated Fair Value	133,063	128,309
Dividends payable, Carrying Value	25,045	24,765	$ 22,678
Dividends payable, Estimated Fair Value	25,045	24,765
Due to related party, net, Carrying Value	1,067	1,001
Due to related party, Estimated Fair Value	1,161	1,046
Due to third-party hotel managers, Carrying Value	2,431	2,714
Due to third-party hotel managers, Estimated Fair Value	2,431	2,714
Minimum [Member]
Financial liabilities not measured at fair value:
Indebtedness, Estimated Fair Value	3,559,993	3,600,691
Maximum [Member]
Financial liabilities not measured at fair value:
Indebtedness, Estimated Fair Value	3,934,727	3,979,713
Ashford Inc. [Member]
Financial liabilities not measured at fair value:
Due to affiliates, Carrying Value	15,146
Due to affiliates, Estimated Fair Value	15,146	15,716
Ashford Prime OP [Member]
Financial liabilities not measured at fair value:
Due to affiliates, Carrying Value	0	488
Due to affiliates, Estimated Fair Value	0	488
Reported Value Measurement [Member]
Financial assets not measured at fair value:
Cash and cash equivalents, Carrying Value	354,883	348,067
Restricted cash, Carrying Value	117,189	144,406
Accounts receivable, net, Carrying Value	44,384	44,934
Due from third-party hotel managers, Carrying Value	17,418
Financial liabilities not measured at fair value:
Indebtedness, Carrying Value		3,777,127
Accounts payable and accrued expenses, Carrying Value	133,063	128,309
Dividends payable, Carrying Value	25,045
Due to related party, net, Carrying Value	1,161	$ 1,046
Due to third-party hotel managers, Carrying Value	2,431
Reported Value Measurement [Member] | Ashford Inc. [Member]
Financial liabilities not measured at fair value:
Due to affiliates, Carrying Value	15,146
Reported Value Measurement [Member] | Ashford Prime OP [Member]
Financial liabilities not measured at fair value:
Due to affiliates, Carrying Value	$ 0

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Summary of Fair Value of Financial Instruments (Narrative) (Details) - USD ($) $ in Billions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Maturity period of financial assets	90 days
Carrying value of total indebtedness of continuing operations	$ 3.7	$ 3.8
Maximum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total indebtedness fair value variance from carrying value	105.60%	105.40%
Minimum [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total indebtedness fair value variance from carrying value	95.60%	95.30%

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Commitments and Contingencies (Details) $ in Thousands	Dec. 31, 2017 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2018	$ 2,529
2019	2,377
2020	2,296
2021	2,248
2022	2,092
Thereafter	112,184
Total	$ 123,726

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Commitments and Contingencies (Narrative) (Details)						12 Months Ended
	Nov. 02, 2017 USD ($)	Jul. 19, 2017 USD ($)	Jun. 01, 2017 USD ($)	Jun. 30, 2014 USD ($)	Nov. 01, 2011 USD ($)	Dec. 31, 2017 USD ($) lease	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2006 USD ($)
Loss Contingencies [Line Items]
Number of ground leases | lease						4
Rent expenses						$ 4,300,000	$ 5,300,000	$ 3,800,000
Contingent rent						1,100,000	1,700,000	1,300,000
Capital commitment						$ 44,400,000
Period of payment of capital commitment						12 months
Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. [Member]
Loss Contingencies [Line Items]
Damages awarded				$ 10,800,000			8,800,000
Payments for legal settlements	$ 100,000	$ 10,000,000
Loss accrual						$ 17,300,000
Provision for loss contingency						4,100,000
Potential Pension Liabilities [Member]
Loss Contingencies [Line Items]
Unfunded pension liabilities									$ 0
Unfunded pension liabilities amount received by the Hotel Manager on the loss of suit					$ 1,700,000
Monthly pension payments					100,000
Accrued unfunded liabilities					1,600,000
Net amount of pension payments on settlement agreement paid by hotel manager					$ 84,000
Term of pension liability					20 years
Management Fees [Member]
Loss Contingencies [Line Items]
Payment of monthly property management fees (greater than $10,000)						$ 13,000
Percentage of base management fee						3.00%
Property management fee as percentage of gross revenue, Minimum						2.00%
Property management fee as percentage of gross revenue, Maximum						7.00%
Portion of project management fees to project costs						4.00%
Franchise Fees [Member]
Loss Contingencies [Line Items]
Franchisor royalty fees, min						1.00%
Franchisor royalty fees, min, max						6.00%
Marketing reservation and other fees (lesser of 1%)						1.00%
Marketing reservation and other fees, Maximum						4.00%
Franchise Costs						$ 69,300,000	$ 70,500,000	$ 62,800,000
RLI Insurance Company [Member] | Surety Bond [Member] | Palm Beach Florida Hotel and Office Building Limited Partnership, et al. v. Nantucket Enterprises, Inc. [Member]
Loss Contingencies [Line Items]
Payments for legal settlements			$ 10,000,000
Minimum [Member]
Loss Contingencies [Line Items]
Restricted cash reserves as percentage of property revenue						4.00%
Maximum [Member]
Loss Contingencies [Line Items]
Restricted cash reserves as percentage of property revenue						6.00%

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Redeemable Noncontrolling Interests in Operating Partnership (Narrative) (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 13, 2017
Redeemable Noncontrolling Interest [Line Items]
Common unit limited partnership interest period until redemption		1 year
Common unit limited partnership interest redemption for common stock (in shares)		1
Percent of OP units outstanding					92.00%
Common unit percentage worth of common stock share			94.00%
Redeemable noncontrolling interests in operating partnership		$ 116,122	$ 132,768
Noncontrolling interest in joint venture		15.00%
Redemption value adjustment		$ (10,010)	(49,250)	$ 73,315
Payments of dividends		$ 101,592	91,465	$ 91,282
Ashford Inc. [Member]
Redeemable Noncontrolling Interest [Line Items]
Special distribution, conversion ratio, shares		87
Special distribution, maximum percentage of shares available for conversion		99.00%
Special distribution, conversion ratio, units		55
Shares in investment held (in shares)		598,000
Redeemable noncontrolling interests in operating partnership		$ 5,111	$ 1,480
Partnership Interest [Member]
Redeemable Noncontrolling Interest [Line Items]
Shares issued (in shares)		701,000	515,000	704,000
Units converted to common shares (in shares)		21,000	224,000	152,000
Class B Common Units
Redeemable Noncontrolling Interest [Line Items]
Dividend Rate common units, after year three		7.20%
Class B Common Units | SpringHill Suites in Gaithersburg, Maryland [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Redeemable Noncontrolling Interest [Line Items]
Units converted to common shares (in shares)		0	2,039,000	0
Common Units [Member] | Partnership Interest [Member]
Redeemable Noncontrolling Interest [Line Items]
Units converted to common shares (in shares)		21,000	224,000	152,000
OP Units Redeemed for Cash [Member] | Partnership Interest [Member]
Redeemable Noncontrolling Interest [Line Items]
Units converted to common shares (in shares)			2,039,451
Long Term Incentive Plan [Member]
Redeemable Noncontrolling Interest [Line Items]
Common partnership unit per converted Long-Term Incentive Plan unit (in shares)		1
Compensation expense				$ 1,400
Shares issued (in shares)		11,900,000
Unamortized cost of unvested shares		$ 4,300
Period of recognition for unamortized shares		2 years 3 months 18 days
Long Term Incentive Plan [Member] | Advisory Services Fee [Member]
Redeemable Noncontrolling Interest [Line Items]
Compensation expense		$ 3,300	$ 2,800
Long Term Incentive Plan [Member] | Minimum [Member]
Redeemable Noncontrolling Interest [Line Items]
Vesting period		3 years
Long Term Incentive Plan [Member] | Maximum [Member]
Redeemable Noncontrolling Interest [Line Items]
Vesting period		5 years
Long Term Incentive Plan [Member] | Partnership Interest [Member]
Redeemable Noncontrolling Interest [Line Items]
(Income) loss from discontinued operations attributable to redeemable noncontrolling interests in operating partnership		$ (21,600)	$ (12,500)	35,500
Noncontrolling interest in joint venture		15.52%	14.48%
Redemption value adjustment		$ 154,300	$ 144,300
Payments of dividends		10,000	11,000	10,900
Long Term Incentive Plan [Member] | OP Units Converted [Member]
Redeemable Noncontrolling Interest [Line Items]
Fair value			11,700
Long Term Incentive Plan [Member] | Common Units [Member]
Redeemable Noncontrolling Interest [Line Items]
Fair value		$ 161	1,600	$ 1,500
LTIP and Performance LTIP [Member]
Redeemable Noncontrolling Interest [Line Items]
Units Which Have Not Reached Full Economic Parity with Common Units	609,000
Performance Long Term Incentive Plan Units [Member]
Redeemable Noncontrolling Interest [Line Items]
Vesting period		3 years
Compensation expense		$ 1,800	$ 1,200
Shares issued (in shares)		1,179,000	803,000	0
Unamortized cost of unvested shares		$ 4,400
Period of recognition for unamortized shares		2 years 2 months 12 days
Performance Long Term Incentive Plan Units [Member] | Minimum [Member]
Redeemable Noncontrolling Interest [Line Items]
Performance adjustment range		0.00%
Performance Long Term Incentive Plan Units [Member] | Maximum [Member]
Redeemable Noncontrolling Interest [Line Items]
Awards outstanding (in shares)		1,800,000
Performance adjustment range		200.00%

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Redeemable Noncontrolling Interests in Operating Partnership (Details) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Partnership Interest [Member]
Summary of the activity of the operating partnership units
Outstanding at beginning of year (in shares)	19,443,000	20,388,000	19,836,000
Shares issued (in shares)	701,000	515,000	704,000
Units converted to common shares (in shares)	(21,000)	(224,000)	(152,000)
Outstanding at end of year (in shares)	19,602,000	19,443,000	20,388,000
Conversion factor adjustment (in shares)	(1,700,000)	0	0
Common units convertible/redeemable at end of year (in shares)	18,993,000	17,531,000	16,918,000
OP Units Redeemed for Cash [Member] | Partnership Interest [Member]
Summary of the activity of the operating partnership units
Units converted to common shares (in shares)		(2,039,451)
Performance Long Term Incentive Plan Units [Member]
Summary of the activity of the operating partnership units
Shares issued (in shares)	1,179,000	803,000	0
Long Term Incentive Plan [Member]
Summary of the activity of the operating partnership units
Shares issued (in shares)	11,900,000
SpringHill Suites in Gaithersburg, Maryland [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Class B Common Units [Member]
Summary of the activity of the operating partnership units
Units converted to common shares (in shares)	0	(2,039,000)	0

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Equity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Common stock related:
Common shares	$ 47,104	$ 46,292	$ 47,190
Preferred stocks:
Total dividends declared	91,865	82,564	81,152
Series A Preferred Stock [Member]
Preferred stocks:
Total dividends declared	2,539	3,542	3,542
Series D Preferred Stock [Member]
Preferred stocks:
Total dividends declared	18,211	20,002	20,002
Series E Preferred Stock [Member]
Preferred stocks:
Total dividends declared	0	6,280	10,418
Series F Preferred Stock [Member]
Preferred stocks:
Total dividends declared	8,849	4,130	0
Series G Preferred Stock [Member]
Preferred stocks:
Total dividends declared	11,430	2,318	0
Series H Preferred Stock [Member]
Preferred stocks:
Total dividends declared	2,494	0	0
Series I Preferred Stock [Member]
Preferred stocks:
Total dividends declared	$ 1,238	$ 0	$ 0

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Equity (Details Textual) $ / shares in Units, $ in Thousands															12 Months Ended
	Jan. 16, 2018 $ / shares	Dec. 08, 2017 $ / shares shares	Nov. 17, 2017 $ / shares shares	Oct. 16, 2017 $ / shares	Oct. 04, 2017 $ / shares shares	Sep. 18, 2017 $ / shares shares	Sep. 08, 2017 $ / shares shares	Aug. 25, 2017 shares	Oct. 18, 2016 $ / shares shares	Oct. 17, 2016 shares	Jul. 15, 2016 shares	Feb. 10, 2015 $ / shares shares	Jan. 30, 2015 USD ($) $ / shares shares	Jan. 29, 2015 shares	Dec. 31, 2017 USD ($) hotel $ / shares shares	Dec. 31, 2016 USD ($) shares	Dec. 31, 2015 USD ($) shares
Issuance of stock | $															$ 222,071
Acquisition of common stock (in shares)															203,299	124,463	52,661
Preferred stock, shares authorized (in shares)															50,000,000	50,000,000
Noncontrolling interest in joint venture															15.00%
Noncontrolling interests in consolidated entities | $															$ 646	$ 756
(Income) loss from consolidated joint ventures attributable to noncontrolling interests | $															$ (110)	$ (14)	$ (30)
Majority Owned Properties [Member]
Number of hotel properties with joint venture interest | hotel															2
Common and Preferred Stock [Member]
Shares repurchased (in shares)															0	0	0
Common Stock [Member]
Issuance of stock (in shares)												1,030,000		9,500,000
Share price (in dollars per share) | $ / shares												$ 10.65	$ 10.65
Issuance of stock | $																	$ 110,870
Gross proceeds from sale of common stock | $													$ 101,200
Additional shares issuable under over-allotment option agreement (in shares)													1,425,000
Series A Preferred Stock [Member]
Percentage of preferred stock shares															8.55%
Preferred stock, shares outstanding (in shares)															0	1,657,206
Redemption price of preferred stock (in dollars per share) | $ / shares						$ 25.4631									$ 25
Liquidation preference (in dollars per share) | $ / shares						25.00
Dividends accrued and unpaid (in dollars per share) | $ / shares						0.4631
Series D Preferred Stock [Member]
Percentage of preferred stock shares															8.45%	8.45%
Preferred stock, shares outstanding (in shares)															2,389,393	9,468,706
Redemption price of preferred stock (in dollars per share) | $ / shares		$ 25.3990			$ 25.5516	25.4577									$ 25
Liquidation preference (in dollars per share) | $ / shares		25.00			25.00	25.00
Dividends accrued and unpaid (in dollars per share) | $ / shares		$ 0.3990			$ 0.5516	$ 0.4577
Annual dividend rate per share | $ / shares															$ 2.1125
Increased dividend rate percentage															9.45%
Redemption of preferred shares (in shares)		5,100,000			379,036	1,600,000
Series F Preferred Stock [Member]
Issuance of stock (in shares)											4,800,000.0
Percentage of preferred stock shares															7.375%
Preferred stock, shares outstanding (in shares)															4,800,000	4,800,000
Liquidation preference (in dollars per share) | $ / shares															$ 25
Conversion ratio to common stock															9.68992
Annual dividend rate per share | $ / shares															$ 1.8438
Series G Preferred Stock [Member]
Issuance of stock (in shares)									6,000,000.0
Percentage of preferred stock shares															7.375%
Preferred stock, shares outstanding (in shares)															6,200,000	6,200,000
Liquidation preference (in dollars per share) | $ / shares															$ 25
Conversion ratio to common stock															8.33333
Annual dividend rate per share | $ / shares									$ 1.8438
Redemption of preferred shares (in shares)															7,100,000
Series G Preferred Stock [Member] | Over-Allotment Option [Member]
Issuance of stock (in shares)										200,000
Series H Preferred Stock [Member]
Issuance of stock (in shares)			5,400,000					3,400,000
Percentage of preferred stock shares								7.50%							7.50%
Preferred stock, shares outstanding (in shares)															3,800,000	0
Liquidation preference (in dollars per share) | $ / shares			$ 25				$ 25								$ 25.00
Dividends (in dollars per share) | $ / shares				$ 0.1875
Conversion ratio to common stock			8.06452				8.25083
Annual dividend rate per share | $ / shares															$ 1.8750
Redemption of preferred shares (in shares)															7,100,000
Series H Preferred Stock [Member] | Over-Allotment Option [Member]
Issuance of stock (in shares)							400,000
Percentage of preferred stock shares							7.50%
Series I Preferred Stock [Member]
Percentage of preferred stock shares															7.50%
Preferred stock, shares outstanding (in shares)															5,400,000	0
Liquidation preference (in dollars per share) | $ / shares															$ 25.00
Annual dividend rate per share | $ / shares															$ 1.8750
Subsequent Event [Member] | Series I Preferred Stock [Member]
Dividends (in dollars per share) | $ / shares	$ 0.2292

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Stock-Based Compensation (Details) - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Restricted Stock [Member]
Summary of equity instruments other than options activity
Outstanding at beginning of year (in shares)	1,627	1,459	595
Weighted Average Price at Grant, Beginning of year (in dollars per share)	$ 8.30	$ 10.21	$ 10.92
Shares granted (in shares)	1,272	862	1,183
Weighted Average Price at Grant, Shares granted (in dollars per share)	$ 6.46	$ 6.26	$ 9.93
Shares vested (in shares)	(759)	(647)	(299)
Weighted Average Price at Grant, Shares vested (in dollars per share)	$ 8.82	$ 9.92	$ 10.53
Shares forfeited (in shares)	(55)	(47)	(20)
Weighted Average Price at Grant, Shares forfeited (in dollars per share)	$ 6.73	$ 7.95	$ 10.13
Outstanding at end of year (in shares)	2,085	1,627	1,459
Weighted Average Price at Grant, End of year (in dollars per share)	$ 7.03	$ 8.30	$ 10.21
Performance Shares [Member]
Summary of equity instruments other than options activity
Outstanding at beginning of year (in shares)	336	0
Weighted Average Price at Grant, Beginning of year (in dollars per share)	$ 6.38	$ 0.00
Shares granted (in shares)	484	336
Weighted Average Price at Grant, Shares granted (in dollars per share)	$ 5.85	$ 6.38
Outstanding at end of year (in shares)	820	336	0
Weighted Average Price at Grant, End of year (in dollars per share)	$ 6.07	$ 6.38	$ 0.00

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Stock-Based Compensation (Details Textual) - USD ($) $ in Thousands, shares in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 5,400	$ 4,500	$ 1,900
Unamortized cost of unvested shares	$ 8,700
Period of recognition for unamortized shares	2 years 3 months 18 days
Performance Long Term Incentive Plan Units [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Compensation expense	$ 1,800	1,200
Unamortized cost of unvested shares	$ 4,400
Period of recognition for unamortized shares	2 years 2 months 12 days
Performance Long Term Incentive Plan Units [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance adjustment range	0.00%
Performance Long Term Incentive Plan Units [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance adjustment range	200.00%
Common Stock Vested Immediately [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	$ 90	247	$ 180
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation expense	1,700	$ 982
Unamortized cost of unvested shares	$ 4,000
Period of recognition for unamortized shares	2 years 2 months 12 days
Performance Shares [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance adjustment range	0.00%
Performance Shares [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance adjustment range	200.00%
2011 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Authorized to grant (in shares)	17.3
Shares available for future issuance (in shares)	4.0

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Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
State income tax (expense) benefit, net of federal income tax benefit	$ (1,478)	$ (4,764)	$ (8,205)
Federal statutory income tax rate	35.00%	35.00%	35.00%
State income tax (expense) benefit, net of federal income tax benefit	$ 160	$ (742)	$ (827)
Permanent differences	(338)	(798)	(388)
Revaluation of deferred tax assets and liabilities related to the 2017 Tax Act	(5,242)	0	0
Provision to return adjustment entirely offset by change in valuation allowance	957	0	0
Gross receipts and margin taxes	(913)	(692)	(886)
Interest and penalties	(49)	(7)	(14)
Valuation allowance	9,121	5,471	5,610
Income tax (expense) benefit from continuing operations	$ 2,218	$ (1,532)	$ (4,710)

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Income Taxes (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Current:
Federal	$ 5,264	$ (605)	$ (3,377)
State	(722)	(1,229)	(1,225)
Total current	4,542	(1,834)	(4,602)
Deferred:
Federal	(2,192)	278	(30)
State	(132)	24	(78)
Total deferred	(2,324)	302	(108)
Income tax (expense) benefit from continuing operations	$ 2,218	$ (1,532)	$ (4,710)

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Income Taxes (Details 2) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Allowance for doubtful accounts	$ 168	$ 260
Unearned income	1,926	2,764
Unfavorable management contract liability	0	516
Federal and state net operating losses	4,153	10,841
Accrued expenses	1,693	2,582
Prepaid expenses	(4,666)	(4,591)
Alternative minimum tax credit	0	2,005
Tax property basis less than book basis	(846)	(1,379)
Tax derivatives basis greater than book basis	2,034	2,851
Other	623	681
Deferred tax asset	5,085	16,530
Valuation allowance	(6,232)	(15,353)	$ (20,670)	$ (29,335)
Net deferred tax asset	$ (1,147)
Net deferred tax asset		$ 1,177

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Income Taxes (Details 3) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Changes in the valuation allowance
Balance at beginning of year	$ 15,353	$ 20,670	$ 29,335
Additions charged to other	2,053	2,169	4,774
Deductions	(11,174)	(7,486)	(13,439)
Balance at end of year	$ 6,232	$ 15,353	$ 20,670

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Income Taxes (Details Textual)	12 Months Ended
	Dec. 31, 2017 USD ($) hotel	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2017 hotel	Dec. 31, 2014 USD ($)
Operating Loss Carryforwards [Line Items]
Minimum percentage of income distributed to shareholders to qualify as a REIT	90.00%
Subsequent taxable years we may not qualify as REIT if we fail to qualify as a REIT in any taxable year	4 years
Number of hotel properties | hotel				24
Ashford TRS recognized net book income (loss)	$ 4,200,000	$ 13,600,000	$ 23,400,000
Income tax interest and penalties expenses	49,000	7,000	14,000
Income tax interest and penalties expenses accrued	0	0
Income tax benefit (expense)	2,218,000	(1,532,000)	(4,710,000)
Valuation allowance	6,232,000	$ 15,353,000	$ 20,670,000		$ 29,335,000
Net operating loss carryforwards	425,000,000
One-time tax benefit	$ 1,000,000
Subsidiaries [Member]
Operating Loss Carryforwards [Line Items]
Number of hotel properties | hotel	120
Net operating loss carryforwards	$ 10,100,000
Ashford TRS [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 17,400,000

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Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income (loss) attributable to common stockholders – Basic and diluted:
Income (loss) from continuing operations attributable to the Company	$ (29,971)	$ (21,808)	$ 10,184	$ (25,413)	$ (46,904)	$ (20,145)	$ 30,753	$ (9,989)	$ (67,008)	$ (46,285)	$ 270,939
Less: Dividends on preferred stocks									(44,761)	(36,272)	(33,962)
Extinguishment of Issuance Costs upon Redemption of Preferred Stock									10,799	6,124	0
Less: Undistributed (income) from continuing operations allocated to unvested shares											(2,390)
Undistributed income (loss)									(169,672)	(134,973)	187,397
Distributed and undistributed income (loss) from continuing operations - basic									(123,920)	(89,585)	233,895
Add back: Income from continuing operations allocated to operating partnership units									0	0	35,503
Distributed and undistributed net income (loss) from continuing operations - diluted									$ (123,920)	$ (89,585)	$ 269,398
Weighted average common shares outstanding:
Weighted average common shares outstanding – basic (in shares)									95,207	94,426	96,290
Effect of assumed conversion of operating partnership units									0	0	18,591
Weighted average common shares outstanding - basic and diluted									95,207	94,426	114,881
Basic income (loss) per share:
Net income (loss) attributable to common stockholders (in dollars per share)									$ (1.30)	$ (0.95)	$ 2.43
Diluted income (loss) per share:
Net income (loss) allocated to common stockholders per share (in dollars per share)										$ (0.95)	$ 2.35
Common Stock [Member]
Income (loss) attributable to common stockholders – Basic and diluted:
Less: Dividends									$ (45,752)	$ (45,388)	$ (46,498)
Performance Shares [Member]
Income (loss) attributable to common stockholders – Basic and diluted:
Less: Dividends									(393)	(161)	0
Restricted Stock [Member]
Income (loss) attributable to common stockholders – Basic and diluted:
Less: Dividends									(959)	(743)	$ (692)
Less: Undistributed (income) from continuing operations allocated to unvested shares									$ 0	$ 0

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Income (Loss) Per Share (Details 1) - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Loss from continuing operations allocated to common shareholders is not adjusted for:
Loss attributable to redeemable noncontrolling interests in operating partnership	$ (21,642)	$ (12,483)	$ 0
Total	$ (20,290)	$ (11,579)	$ 3,082
Weighted average diluted shares are not adjusted for:
Effect of unvested restricted shares/assumed conversion of operating partnership units (in shares)	17,976	19,202	485
Restricted Stock [Member]
Loss from continuing operations allocated to common shareholders is not adjusted for:
Less: Undistributed (income) from continuing operations allocated to unvested shares	$ 959	$ 743	$ 3,082
Weighted average diluted shares are not adjusted for:
Effect of unvested restricted shares/assumed conversion of operating partnership units (in shares)	376	373	485
Performance Shares [Member]
Loss from continuing operations allocated to common shareholders is not adjusted for:
Less: Undistributed (income) from continuing operations allocated to unvested shares	$ 393	$ 161	$ 0
Weighted average diluted shares are not adjusted for:
Effect of unvested restricted shares/assumed conversion of operating partnership units (in shares)	258	102	0
Redeemable Noncontrolling Interest in Operating Partnership
Weighted average diluted shares are not adjusted for:
Effect of unvested restricted shares/assumed conversion of operating partnership units (in shares)	17,342	18,727	0

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Segment Reporting (Details)	12 Months Ended
	Dec. 31, 2017 segment
Segment Reporting [Abstract]
Number of operating segments	1

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Related Party Transactions (Narrative) (Details) $ / shares in Units, shares in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2015 USD ($) $ / shares	Dec. 31, 2017 USD ($) hotel shares	Dec. 31, 2016 USD ($) shares	Dec. 31, 2015 USD ($) shares	Sep. 30, 2017 hotel
Related Party Transaction [Line Items]
Maximum percentage of project budget to be paid as market service fees		16.50%
Number of hotel properties | hotel					24
Number of disposed properties description for related party indemnification agreement | hotel		1
Advisory services fee		$ 53,199,000	$ 54,361,000	$ 43,023,000
Due to related party, net		1,067,000	1,001,000
Common stock shares repurchased	$ 5,800,000
Stock repurchased (in dollars per share) | $ / shares	$ 9.00
Purchases of common stock	$ 51,800,000
Restricted Stock [Member]
Related Party Transaction [Line Items]
Compensation expense		5,400,000	$ 4,500,000	$ 1,900,000
Unamortized cost of unvested shares		$ 8,700,000
Period of recognition for unamortized shares		2 years 3 months 18 days
Shares granted (in shares) | shares		1,272	862	1,183
Management Fees [Member]
Related Party Transaction [Line Items]
Payment of monthly property management fees (greater than $10,000)		$ 13,000
Percentage of base management fee		3.00%
Portion of project management fees to project costs		4.00%
Subsidiaries [Member]
Related Party Transaction [Line Items]
Number of hotel properties managed by affiliates | hotel		82
Number of hotel properties | hotel		120
Remington Lodging Employees [Member] | Restricted Stock [Member]
Related Party Transaction [Line Items]
Compensation expense		$ 645,000	$ 639,000	$ 213,000
Unamortized cost of unvested shares		$ 1,100,000
Period of recognition for unamortized shares		2 years 3 months 18 days
Shares granted (in shares) | shares		131	173	147
Ashford Inc. [Member] | Consideration to Purchase Furniture, Fixtures and Equipment [Member]
Related Party Transaction [Line Items]
Due to related party, net			$ 4,000,000
Lease expense		$ 633,000	112,000
Ashford Inc. [Member]
Related Party Transaction [Line Items]
Due to affiliates		15,146,000
Ashford Inc. [Member] | Advisory Services Fee [Member]
Related Party Transaction [Line Items]
Due to affiliates		$ 14,500,000	$ 15,716,000
Ashford Inc. [Member] | Maximum [Member]
Related Party Transaction [Line Items]
Quarterly base advisory service fee		0.70%
Total market capitalization		$ 10,000,000,000
Ashford Inc. [Member] | Minimum [Member]
Related Party Transaction [Line Items]
Quarterly base advisory service fee		0.50%
Total market capitalization		$ 6,000,000,000

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Related Party Transactions (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Related Party Transaction [Line Items]
Property management fees, including incentive property management fees	$ 30,629	$ 31,164	$ 29,004
Market service fees	21,315	18,751	14,291
Corporate general and administrative and fixed asset reimbursements	5,652	5,435	4,677
Total	57,596	55,350	47,972
Advisory services fee	53,199	54,361	43,023
Ashford Inc. [Member] | Affiliated Entity [Member]
Related Party Transaction [Line Items]
Advisory services fee	53,199	54,361	43,023
Ashford Inc. [Member] | Affiliated Entity [Member] | Base advisory fee
Related Party Transaction [Line Items]
Advisory services fee	34,650	34,589	33,833
Ashford Inc. [Member] | Affiliated Entity [Member] | Reimbursable expenses
Related Party Transaction [Line Items]
Advisory services fee	7,472	5,917	6,471
Ashford Inc. [Member] | Affiliated Entity [Member] | Equity-based compensation
Related Party Transaction [Line Items]
Advisory services fee	11,077	8,429	2,719
Ashford Inc. [Member] | Affiliated Entity [Member] | Incentive management fee
Related Party Transaction [Line Items]
Advisory services fee	0	$ 5,426	$ 0
OpenKey [Member] | Affiliated Entity [Member]
Related Party Transaction [Line Items]
Transaction Amount	60
Due to (from) Ashford Inc.	8
Pure Rooms [Member] | Affiliated Entity [Member]
Related Party Transaction [Line Items]
Transaction Amount	1,309
Due to (from) Ashford Inc.	296
Lismore Capital [Member] | Affiliated Entity [Member]
Related Party Transaction [Line Items]
Transaction Amount	913
Due to (from) Ashford Inc.	0
J&S Audio Visual [Member] | Affiliated Entity [Member]
Related Party Transaction [Line Items]
Transaction Amount	66
Due to (from) Ashford Inc.	(52)
AIM [Member] | Affiliated Entity [Member]
Related Party Transaction [Line Items]
Transaction Amount	1,976
Due to (from) Ashford Inc.	$ 347

XML

Concentration of Risk (Details) - hotel	12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017
Concentration Risk [Line Items]
Number of hotel properties		24
Geographic Concentration Risk [Member] | Revenue [Member]
Concentration Risk [Line Items]
Concentration risk	10.00%
Number of hotel properties	9

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Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Quarterly Financial Information Disclosure [Abstract]
Total revenue	$ 341,566	$ 353,325	$ 390,670	$ 353,709	$ 341,670	$ 371,931	$ 410,670	$ 367,772	$ 1,439,270	$ 1,492,043	$ 1,336,966
Total operating expenses	322,924	323,709	332,185	325,447	337,910	330,857	341,203	326,369	1,304,265	1,336,339	1,199,051
Operating income (loss)	18,642	29,616	58,485	28,262	3,760	41,074	69,467	41,403	135,005	155,704	137,915
Income (loss) from continuing operations	(38,525)	(28,726)	10,428	(31,937)	(56,640)	(25,138)	35,135	(12,139)	(88,760)	(58,782)	305,813
Income (loss) from continuing operations attributable to the Company	(29,971)	(21,808)	10,184	(25,413)	(46,904)	(20,145)	30,753	(9,989)	(67,008)	(46,285)	$ 270,939
Income (loss) from continuing operations attributable to common stockholders	$ (47,672)	$ (37,755)	$ (772)	$ (36,369)	$ (57,320)	$ (35,144)	$ 22,262	$ (18,479)	$ (122,568)	$ (88,681)
Diluted income (loss) from continuing operations attributable to common stockholders per share (in dollars per share)	$ (0.50)	$ (0.40)	$ (0.01)	$ (0.39)	$ (0.61)	$ (0.37)	$ 0.23	$ (0.20)	$ (1.30)	$ (0.95)	$ 2.35
Weighted average common shares outstanding – diluted (in shares)	95,328	95,332	95,320	94,840	94,585	94,531	94,474	94,136	95,207	94,426	114,881

XML

Subsequent Event (Details) $ in Thousands	Jan. 17, 2018 USD ($) hotel extension	May 10, 2017 USD ($)	Feb. 20, 2018 USD ($)	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Subsequent Event [Line Items]
Indebtedness, gross				$ 3,723,568
Mortgages [Member]
Subsequent Event [Line Items]
Extinguishment of debt		$ 104,300
Indebtedness, gross				$ 3,723,568	$ 3,773,604
Subsequent Event [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | SpringHill Suites Glen Allen [Member]
Subsequent Event [Line Items]
Consideration for disposal			$ 10,900
Subsequent Event [Member] | Mortgages [Member] | Mortgage Loan Secured by 8 Hotels [Member]
Subsequent Event [Line Items]
Indebtedness, gross	$ 395,000
Debt instrument term	2 years
Number of extension options | extension	5
Term of mortgage loan extension option	1 year
Number of hotels collateralized by a loan | hotel	8
Subsequent Event [Member] | Mortgages [Member] | Mortgage Loan Secured by 8 Hotels [Member] | LIBOR
Subsequent Event [Line Items]
Basis spread on variable rate	2.92%
Subsequent Event [Member] | Mortgages [Member]
Subsequent Event [Line Items]
Extinguishment of debt	$ 376,800

XML

Real Estate and Accumulated Depreciation (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	$ 3,723,568
Initial Cost of Land	664,232
Initial Cost of FF&E, Buildings and improvements	3,626,591
Costs Capitalized Since Acquisition, Land	(9,555)
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	783,026
Gross Carrying Amount At Close of Period, Land	654,677
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	4,409,617
Gross Carrying Amount At Close of Period, Total	5,064,294	$ 5,054,564	$ 5,181,466	$ 2,719,716
Accumulated Depreciation	1,028,379	$ 894,001	$ 761,782	$ 591,105
Austin, TX Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	23,810
Initial Cost of Land	1,204
Initial Cost of FF&E, Buildings and improvements	9,388
Costs Capitalized Since Acquisition, Land	193
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	7,000
Gross Carrying Amount At Close of Period, Land	1,397
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	16,388
Gross Carrying Amount At Close of Period, Total	17,785
Accumulated Depreciation	7,643
Dallas, TX Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	15,760
Initial Cost of Land	1,878
Initial Cost of FF&E, Buildings and improvements	8,907
Costs Capitalized Since Acquisition, Land	238
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	7,277
Gross Carrying Amount At Close of Period, Land	2,116
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	16,184
Gross Carrying Amount At Close of Period, Total	18,300
Accumulated Depreciation	8,183
Herndon, VA Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	17,639
Initial Cost of Land	1,303
Initial Cost of FF&E, Buildings and improvements	9,836
Costs Capitalized Since Acquisition, Land	277
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	9,460
Gross Carrying Amount At Close of Period, Land	1,580
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	19,296
Gross Carrying Amount At Close of Period, Total	20,876
Accumulated Depreciation	8,826
Las Vegas, NV Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	30,860
Initial Cost of Land	3,307
Initial Cost of FF&E, Buildings and improvements	16,952
Costs Capitalized Since Acquisition, Land	397
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	14,909
Gross Carrying Amount At Close of Period, Land	3,704
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	31,861
Gross Carrying Amount At Close of Period, Total	35,565
Accumulated Depreciation	13,565
Flagstaff, AZ Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	14,814
Initial Cost of Land	1,267
Initial Cost of FF&E, Buildings and improvements	4,278
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	4,887
Gross Carrying Amount At Close of Period, Land	1,267
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	9,165
Gross Carrying Amount At Close of Period, Total	10,432
Accumulated Depreciation	4,701
Houston, TX Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	18,150
Initial Cost of Land	1,799
Initial Cost of FF&E, Buildings and improvements	10,404
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	7,120
Gross Carrying Amount At Close of Period, Land	1,799
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	17,524
Gross Carrying Amount At Close of Period, Total	19,323
Accumulated Depreciation	6,290
West Palm Beach, FL Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	20,180
Initial Cost of Land	3,277
Initial Cost of FF&E, Buildings and improvements	13,949
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	9,630
Gross Carrying Amount At Close of Period, Land	3,277
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	23,579
Gross Carrying Amount At Close of Period, Total	26,856
Accumulated Depreciation	10,033
Philadelphia, PA Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	34,513
Initial Cost of Land	5,791
Initial Cost of FF&E, Buildings and improvements	34,819
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	14,928
Gross Carrying Amount At Close of Period, Land	5,791
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	49,747
Gross Carrying Amount At Close of Period, Total	55,538
Accumulated Depreciation	15,962
Walnut Creek, CA Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	36,342
Initial Cost of Land	7,452
Initial Cost of FF&E, Buildings and improvements	25,334
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	16,224
Gross Carrying Amount At Close of Period, Land	7,452
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	41,558
Gross Carrying Amount At Close of Period, Total	49,010
Accumulated Depreciation	12,016
Arlington, VA Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	44,802
Initial Cost of Land	36,065
Initial Cost of FF&E, Buildings and improvements	41,588
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	8,954
Gross Carrying Amount At Close of Period, Land	36,065
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	50,542
Gross Carrying Amount At Close of Period, Total	86,607
Accumulated Depreciation	16,468
Portland, OR Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	75,360
Initial Cost of Land	11,110
Initial Cost of FF&E, Buildings and improvements	60,048
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	8,927
Gross Carrying Amount At Close of Period, Land	11,110
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	68,975
Gross Carrying Amount At Close of Period, Total	80,085
Accumulated Depreciation	21,672
Santa Clara, CA Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	62,473
Initial Cost of Land	8,948
Initial Cost of FF&E, Buildings and improvements	46,239
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	9,158
Gross Carrying Amount At Close of Period, Land	8,948
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	55,397
Gross Carrying Amount At Close of Period, Total	64,345
Accumulated Depreciation	15,162
Orlando, FL Embassy Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	15,373
Initial Cost of Land	5,674
Initial Cost of FF&E, Buildings and improvements	21,593
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	10,148
Gross Carrying Amount At Close of Period, Land	5,674
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	31,741
Gross Carrying Amount At Close of Period, Total	37,415
Accumulated Depreciation	8,991
Jacksonville, FL Hilton Garden Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	11,980
Initial Cost of Land	1,751
Initial Cost of FF&E, Buildings and improvements	9,164
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	5,295
Gross Carrying Amount At Close of Period, Land	1,751
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	14,459
Gross Carrying Amount At Close of Period, Total	16,210
Accumulated Depreciation	4,599
Austin, TX Hilton Garden Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	44,963
Initial Cost of Land	7,605
Initial Cost of FF&E, Buildings and improvements	48,725
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	7,734
Gross Carrying Amount At Close of Period, Land	7,605
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	56,459
Gross Carrying Amount At Close of Period, Total	64,064
Accumulated Depreciation	8,855
Baltimore, MD Hilton Garden Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	19,337
Initial Cost of Land	4,027
Initial Cost of FF&E, Buildings and improvements	20,199
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	65
Gross Carrying Amount At Close of Period, Land	4,027
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	20,264
Gross Carrying Amount At Close of Period, Total	24,291
Accumulated Depreciation	1,709
Virginia Beach, VA Hilton Garden Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	24,289
Initial Cost of Land	4,101
Initial Cost of FF&E, Buildings and improvements	26,329
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	(68)
Gross Carrying Amount At Close of Period, Land	4,101
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	26,261
Gross Carrying Amount At Close of Period, Total	30,362
Accumulated Depreciation	2,101
Wisconsin Dells, WI Hilton Garden Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	12,000
Initial Cost of Land	867
Initial Cost of FF&E, Buildings and improvements	14,318
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,678
Gross Carrying Amount At Close of Period, Land	867
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	15,996
Gross Carrying Amount At Close of Period, Total	16,863
Accumulated Depreciation	1,584
Ft. Worth, TX Hilton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	51,023
Initial Cost of Land	4,538
Initial Cost of FF&E, Buildings and improvements	13,922
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	18,649
Gross Carrying Amount At Close of Period, Land	4,538
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	32,571
Gross Carrying Amount At Close of Period, Total	37,109
Accumulated Depreciation	15,597
Houston, TX Hilton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	20,330
Initial Cost of Land	2,200
Initial Cost of FF&E, Buildings and improvements	13,247
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	9,764
Gross Carrying Amount At Close of Period, Land	2,200
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	23,011
Gross Carrying Amount At Close of Period, Total	25,211
Accumulated Depreciation	10,012
St. Petersburg, FL Hilton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	49,660
Initial Cost of Land	2,991
Initial Cost of FF&E, Buildings and improvements	13,907
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	20,367
Gross Carrying Amount At Close of Period, Land	2,991
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	34,274
Gross Carrying Amount At Close of Period, Total	37,265
Accumulated Depreciation	15,702
Santa Fe, NM Hilton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	17,909
Initial Cost of Land	7,004
Initial Cost of FF&E, Buildings and improvements	10,689
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	11,019
Gross Carrying Amount At Close of Period, Land	7,004
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	21,708
Gross Carrying Amount At Close of Period, Total	28,712
Accumulated Depreciation	10,190
Bloomington, MN Hilton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	52,644
Initial Cost of Land	5,685
Initial Cost of FF&E, Buildings and improvements	59,139
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	14,055
Gross Carrying Amount At Close of Period, Land	5,685
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	73,194
Gross Carrying Amount At Close of Period, Total	78,879
Accumulated Depreciation	24,690
Costa Mesa, CA Hilton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	64,960
Initial Cost of Land	12,917
Initial Cost of FF&E, Buildings and improvements	91,791
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	16,729
Gross Carrying Amount At Close of Period, Land	12,917
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	108,520
Gross Carrying Amount At Close of Period, Total	121,437
Accumulated Depreciation	35,054
Boston, MA Hilton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	97,000
Initial Cost of Land	62,555
Initial Cost of FF&E, Buildings and improvements	134,407
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	12,165
Gross Carrying Amount At Close of Period, Land	62,555
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	146,572
Gross Carrying Amount At Close of Period, Total	209,127
Accumulated Depreciation	12,768
Parsippany, NJ Hilton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	52,195
Initial Cost of Land	7,293
Initial Cost of FF&E, Buildings and improvements	58,098
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	10,358
Gross Carrying Amount At Close of Period, Land	7,293
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	68,456
Gross Carrying Amount At Close of Period, Total	75,749
Accumulated Depreciation	14,022
Tampa, FL Hilton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	21,067
Initial Cost of Land	5,206
Initial Cost of FF&E, Buildings and improvements	21,186
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	9,315
Gross Carrying Amount At Close of Period, Land	5,206
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	30,501
Gross Carrying Amount At Close of Period, Total	35,707
Accumulated Depreciation	3,590
Lawrenceville, GA Hampton Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	5,628
Initial Cost of Land	697
Initial Cost of FF&E, Buildings and improvements	3,808
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	3,069
Gross Carrying Amount At Close of Period, Land	697
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	6,877
Gross Carrying Amount At Close of Period, Total	7,574
Accumulated Depreciation	2,543
Evansville, IN Hampton Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	11,330
Initial Cost of Land	1,301
Initial Cost of FF&E, Buildings and improvements	5,034
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	2,638
Gross Carrying Amount At Close of Period, Land	1,301
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	7,672
Gross Carrying Amount At Close of Period, Total	8,973
Accumulated Depreciation	3,577
Parsippany, NJ Hampton Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	22,010
Initial Cost of Land	3,268
Initial Cost of FF&E, Buildings and improvements	24,306
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	2,828
Gross Carrying Amount At Close of Period, Land	3,268
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	27,134
Gross Carrying Amount At Close of Period, Total	30,402
Accumulated Depreciation	3,065
Buford, GA Hampton Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	8,964
Initial Cost of Land	1,168
Initial Cost of FF&E, Buildings and improvements	5,338
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,274
Gross Carrying Amount At Close of Period, Land	1,168
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	6,612
Gross Carrying Amount At Close of Period, Total	7,780
Accumulated Depreciation	2,636
Phoenix, AZ Hampton Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	11,267
Initial Cost of Land	853
Initial Cost of FF&E, Buildings and improvements	10,145
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	101
Gross Carrying Amount At Close of Period, Land	853
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	10,246
Gross Carrying Amount At Close of Period, Total	11,099
Accumulated Depreciation	809
Pittsburgh, PA Hampton Inn 1 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	12,786
Initial Cost of Land	2,335
Initial Cost of FF&E, Buildings and improvements	18,663
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	(517)
Gross Carrying Amount At Close of Period, Land	2,335
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	18,146
Gross Carrying Amount At Close of Period, Total	20,481
Accumulated Depreciation	1,312
Pittsburgh, PA Hampton Inn 2 [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	17,341
Initial Cost of Land	2,760
Initial Cost of FF&E, Buildings and improvements	19,739
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,351
Gross Carrying Amount At Close of Period, Land	2,760
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	21,090
Gross Carrying Amount At Close of Period, Total	23,850
Accumulated Depreciation	2,987
Columbus, OH Hampton Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	21,017
Initial Cost of Land	1,789
Initial Cost of FF&E, Buildings and improvements	27,210
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	2,126
Gross Carrying Amount At Close of Period, Land	1,789
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	29,336
Gross Carrying Amount At Close of Period, Total	31,125
Accumulated Depreciation	4,195
Beverly Hills, CA Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	97,898
Initial Cost of Land	6,510
Initial Cost of FF&E, Buildings and improvements	22,061
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	31,305
Gross Carrying Amount At Close of Period, Land	6,510
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	53,366
Gross Carrying Amount At Close of Period, Total	59,876
Accumulated Depreciation	22,959
Durham, NC Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	23,714
Initial Cost of Land	1,794
Initial Cost of FF&E, Buildings and improvements	25,056
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	12,513
Gross Carrying Amount At Close of Period, Land	1,794
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	37,569
Gross Carrying Amount At Close of Period, Total	39,363
Accumulated Depreciation	11,181
Arlington, VA Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	95,207
Initial Cost of Land	20,637
Initial Cost of FF&E, Buildings and improvements	101,376
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	54,444
Gross Carrying Amount At Close of Period, Land	20,637
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	155,820
Gross Carrying Amount At Close of Period, Total	176,457
Accumulated Depreciation	49,996
Bridgewater, NJ Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	64,520
Initial Cost of Land	5,059
Initial Cost of FF&E, Buildings and improvements	89,268
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	4,430
Gross Carrying Amount At Close of Period, Land	5,059
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	93,698
Gross Carrying Amount At Close of Period, Total	98,757
Accumulated Depreciation	27,437
Dallas, TX Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	24,624
Initial Cost of Land	2,701
Initial Cost of FF&E, Buildings and improvements	30,893
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	14,693
Gross Carrying Amount At Close of Period, Land	2,701
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	45,586
Gross Carrying Amount At Close of Period, Total	48,287
Accumulated Depreciation	13,292
Fremont CA, Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	60,684
Initial Cost of Land	5,800
Initial Cost of FF&E, Buildings and improvements	44,200
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	(1,675)
Gross Carrying Amount At Close of Period, Land	5,800
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	42,525
Gross Carrying Amount At Close of Period, Total	48,325
Accumulated Depreciation	5,697
Memphis, TN Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	33,300
Initial Cost of Land	6,210
Initial Cost of FF&E, Buildings and improvements	37,284
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,090
Gross Carrying Amount At Close of Period, Land	6,210
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	38,374
Gross Carrying Amount At Close of Period, Total	44,584
Accumulated Depreciation	5,286
Irving, TX Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	72,318
Initial Cost of Land	8,330
Initial Cost of FF&E, Buildings and improvements	82,272
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	6,515
Gross Carrying Amount At Close of Period, Land	8,330
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	88,787
Gross Carrying Amount At Close of Period, Total	97,117
Accumulated Depreciation	7,514
Omaha, NE Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	45,120
Initial Cost of Land	6,641
Initial Cost of FF&E, Buildings and improvements	49,887
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	8,112
Gross Carrying Amount At Close of Period, Land	6,641
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	57,999
Gross Carrying Amount At Close of Period, Total	64,640
Accumulated Depreciation	5,873
San Antonio, TX Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	33,329
Initial Cost of Land	9,764
Initial Cost of FF&E, Buildings and improvements	31,384
Costs Capitalized Since Acquisition, Land	2,024
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,955
Gross Carrying Amount At Close of Period, Land	11,788
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	33,339
Gross Carrying Amount At Close of Period, Total	45,127
Accumulated Depreciation	3,306
Sugarland, TX Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	78,606
Initial Cost of Land	9,047
Initial Cost of FF&E, Buildings and improvements	84,043
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	(2,570)
Gross Carrying Amount At Close of Period, Land	9,047
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	81,473
Gross Carrying Amount At Close of Period, Total	90,520
Accumulated Depreciation	6,230
Jacksonville, FL SpringHill Suites by Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost of Land	1,348
Initial Cost of FF&E, Buildings and improvements	7,111
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	3,455
Gross Carrying Amount At Close of Period, Land	1,348
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	10,566
Gross Carrying Amount At Close of Period, Total	11,914
Accumulated Depreciation	3,852
Baltimore, MD SpringHill Suites by Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	14,164
Initial Cost of Land	2,502
Initial Cost of FF&E, Buildings and improvements	13,206
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	4,521
Gross Carrying Amount At Close of Period, Land	2,502
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	17,727
Gross Carrying Amount At Close of Period, Total	20,229
Accumulated Depreciation	6,961
Kennesaw, GA SpringHill Suites by Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	6,861
Initial Cost of Land	1,106
Initial Cost of FF&E, Buildings and improvements	5,021
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	3,223
Gross Carrying Amount At Close of Period, Land	1,106
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	8,244
Gross Carrying Amount At Close of Period, Total	9,350
Accumulated Depreciation	2,200
Buford, GA SpringHill Suites by Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	9,879
Initial Cost of Land	1,132
Initial Cost of FF&E, Buildings and improvements	6,089
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,038
Gross Carrying Amount At Close of Period, Land	1,132
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	7,127
Gross Carrying Amount At Close of Period, Total	8,259
Accumulated Depreciation	2,741
Centerville, VA SpringHill Suites by Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	5,992
Initial Cost of Land	1,806
Initial Cost of FF&E, Buildings and improvements	11,712
Costs Capitalized Since Acquisition, Land	(1,806)
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	(11,712)
Gross Carrying Amount At Close of Period, Land	0
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	0
Gross Carrying Amount At Close of Period, Total	0
Accumulated Depreciation	0
Charlotte, NC SpringHill Suites by Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	13,284
Initial Cost of Land	1,235
Initial Cost of FF&E, Buildings and improvements	6,818
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	963
Gross Carrying Amount At Close of Period, Land	1,235
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	7,781
Gross Carrying Amount At Close of Period, Total	9,016
Accumulated Depreciation	2,746
Durham, NC SpringHill Suites by Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	6,929
Initial Cost of Land	1,090
Initial Cost of FF&E, Buildings and improvements	3,991
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,097
Gross Carrying Amount At Close of Period, Land	1,090
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	5,088
Gross Carrying Amount At Close of Period, Total	6,178
Accumulated Depreciation	1,932
Manhattan Beach CA Spring Hill Suites By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	24,430
Initial Cost of Land	5,726
Initial Cost of FF&E, Buildings and improvements	21,187
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,484
Gross Carrying Amount At Close of Period, Land	5,726
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	22,671
Gross Carrying Amount At Close of Period, Total	28,397
Accumulated Depreciation	6,776
Plymouth Meeting PA Spring Hill Suites By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	14,498
Initial Cost of Land	3,210
Initial Cost of FF&E, Buildings and improvements	24,578
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,768
Gross Carrying Amount At Close of Period, Land	3,210
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	26,346
Gross Carrying Amount At Close of Period, Total	29,556
Accumulated Depreciation	7,744
Glen Allen VA Spring Hill Suites By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	7,277
Initial Cost of Land	2,045
Initial Cost of FF&E, Buildings and improvements	15,802
Costs Capitalized Since Acquisition, Land	(2,045)
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	(15,802)
Gross Carrying Amount At Close of Period, Land	0
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	0
Gross Carrying Amount At Close of Period, Total	0
Accumulated Depreciation	0
Kennesaw GA Fairfield Inn By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	5,382
Initial Cost of Land	840
Initial Cost of FF&E, Buildings and improvements	4,359
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	865
Gross Carrying Amount At Close of Period, Land	840
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	5,224
Gross Carrying Amount At Close of Period, Total	6,064
Accumulated Depreciation	2,079
Bloomington IN Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	14,520
Initial Cost of Land	900
Initial Cost of FF&E, Buildings and improvements	10,741
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	4,303
Gross Carrying Amount At Close of Period, Land	900
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	15,044
Gross Carrying Amount At Close of Period, Total	15,944
Accumulated Depreciation	5,617
Boston, MA Courtyard by Marriott - Tremont [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	87,253
Initial Cost of Land	24,494
Initial Cost of FF&E, Buildings and improvements	85,246
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	13,821
Gross Carrying Amount At Close of Period, Land	24,494
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	99,067
Gross Carrying Amount At Close of Period, Total	123,561
Accumulated Depreciation	14,639
Columbus IN Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	4,981
Initial Cost of Land	673
Initial Cost of FF&E, Buildings and improvements	4,804
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	3,984
Gross Carrying Amount At Close of Period, Land	673
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	8,788
Gross Carrying Amount At Close of Period, Total	9,461
Accumulated Depreciation	3,236
Denver, CO Courtyard by Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	31,128
Initial Cost of Land	9,342
Initial Cost of FF&E, Buildings and improvements	29,656
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	3,049
Gross Carrying Amount At Close of Period, Land	9,342
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	32,705
Gross Carrying Amount At Close of Period, Total	42,047
Accumulated Depreciation	5,219
Louisville KY Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	18,834
Initial Cost of Land	1,352
Initial Cost of FF&E, Buildings and improvements	12,266
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,632
Gross Carrying Amount At Close of Period, Land	1,352
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	13,898
Gross Carrying Amount At Close of Period, Total	15,250
Accumulated Depreciation	5,161
Gaithersburg, MD Courtyard by Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	28,456
Initial Cost of Land	5,128
Initial Cost of FF&E, Buildings and improvements	30,522
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,318
Gross Carrying Amount At Close of Period, Land	5,128
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	31,840
Gross Carrying Amount At Close of Period, Total	36,968
Accumulated Depreciation	2,431
Crystal City VA Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	43,350
Initial Cost of Land	5,411
Initial Cost of FF&E, Buildings and improvements	38,610
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	9,378
Gross Carrying Amount At Close of Period, Land	5,411
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	47,988
Gross Carrying Amount At Close of Period, Total	53,399
Accumulated Depreciation	15,108
Ft Lauderdale FL Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	21,264
Initial Cost of Land	2,244
Initial Cost of FF&E, Buildings and improvements	18,520
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	6,463
Gross Carrying Amount At Close of Period, Land	2,244
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	24,983
Gross Carrying Amount At Close of Period, Total	27,227
Accumulated Depreciation	8,260
Overland Park KS Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	9,144
Initial Cost of Land	1,868
Initial Cost of FF&E, Buildings and improvements	14,030
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	5,486
Gross Carrying Amount At Close of Period, Land	1,868
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	19,516
Gross Carrying Amount At Close of Period, Total	21,384
Accumulated Depreciation	7,458
Savannah, GA Courtyard by Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	30,892
Initial Cost of Land	6,948
Initial Cost of FF&E, Buildings and improvements	31,755
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	(499)
Gross Carrying Amount At Close of Period, Land	6,948
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	31,256
Gross Carrying Amount At Close of Period, Total	38,204
Accumulated Depreciation	2,414
Foothill Ranch CA Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	22,150
Initial Cost of Land	2,447
Initial Cost of FF&E, Buildings and improvements	16,005
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	3,523
Gross Carrying Amount At Close of Period, Land	2,447
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	19,528
Gross Carrying Amount At Close of Period, Total	21,975
Accumulated Depreciation	6,633
Alpharetta GA Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	20,040
Initial Cost of Land	2,244
Initial Cost of FF&E, Buildings and improvements	12,345
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	4,071
Gross Carrying Amount At Close of Period, Land	2,244
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	16,416
Gross Carrying Amount At Close of Period, Total	18,660
Accumulated Depreciation	6,005
Oakland CA Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	23,714
Initial Cost of Land	5,112
Initial Cost of FF&E, Buildings and improvements	19,429
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	4,295
Gross Carrying Amount At Close of Period, Land	5,112
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	23,724
Gross Carrying Amount At Close of Period, Total	28,836
Accumulated Depreciation	7,307
Scottsdale AZ Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	16,048
Initial Cost of Land	3,700
Initial Cost of FF&E, Buildings and improvements	22,134
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	4,719
Gross Carrying Amount At Close of Period, Land	3,700
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	26,853
Gross Carrying Amount At Close of Period, Total	30,553
Accumulated Depreciation	8,561
Plano TX Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	16,958
Initial Cost of Land	2,115
Initial Cost of FF&E, Buildings and improvements	22,360
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	2,286
Gross Carrying Amount At Close of Period, Land	2,115
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	24,646
Gross Carrying Amount At Close of Period, Total	26,761
Accumulated Depreciation	7,630
Newark CA Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	29,993
Initial Cost of Land	2,863
Initial Cost of FF&E, Buildings and improvements	10,723
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	3,785
Gross Carrying Amount At Close of Period, Land	2,863
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	14,508
Gross Carrying Amount At Close of Period, Total	17,371
Accumulated Depreciation	5,239
Manchester CT Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	6,530
Initial Cost of Land	1,301
Initial Cost of FF&E, Buildings and improvements	7,430
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	2,187
Gross Carrying Amount At Close of Period, Land	1,301
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	9,617
Gross Carrying Amount At Close of Period, Total	10,918
Accumulated Depreciation	3,480
Basking Ridge NJ Courtyard By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	38,528
Initial Cost of Land	5,419
Initial Cost of FF&E, Buildings and improvements	45,304
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	7,413
Gross Carrying Amount At Close of Period, Land	5,419
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	52,717
Gross Carrying Amount At Close of Period, Total	58,136
Accumulated Depreciation	15,084
Wichita, KS Courtyard by Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	18,380
Initial Cost of Land	291
Initial Cost of FF&E, Buildings and improvements	23,090
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	505
Gross Carrying Amount At Close of Period, Land	291
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	23,595
Gross Carrying Amount At Close of Period, Total	23,886
Accumulated Depreciation	3,191
Boston, MA Courtyard by Marriott - Billerica [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	29,807
Initial Cost of Land	3,528
Initial Cost of FF&E, Buildings and improvements	29,352
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	3,972
Gross Carrying Amount At Close of Period, Land	3,528
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	33,324
Gross Carrying Amount At Close of Period, Total	36,852
Accumulated Depreciation	5,780
Pittsburgh, PA Homewood Suites [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	25,492
Initial Cost of Land	1,906
Initial Cost of FF&E, Buildings and improvements	28,093
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,762
Gross Carrying Amount At Close of Period, Land	1,906
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	29,855
Gross Carrying Amount At Close of Period, Total	31,761
Accumulated Depreciation	2,473
Lake Buena Vista FL Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	26,125
Initial Cost of Land	2,555
Initial Cost of FF&E, Buildings and improvements	20,367
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	9,280
Gross Carrying Amount At Close of Period, Land	2,555
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	29,647
Gross Carrying Amount At Close of Period, Total	32,202
Accumulated Depreciation	9,876
Evansville IN Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	7,980
Initial Cost of Land	961
Initial Cost of FF&E, Buildings and improvements	5,972
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	3,531
Gross Carrying Amount At Close of Period, Land	961
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	9,503
Gross Carrying Amount At Close of Period, Total	10,464
Accumulated Depreciation	3,793
Orlando FL Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	26,712
Initial Cost of Land	6,554
Initial Cost of FF&E, Buildings and improvements	40,539
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	11,868
Gross Carrying Amount At Close of Period, Land	6,554
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	52,407
Gross Carrying Amount At Close of Period, Total	58,961
Accumulated Depreciation	15,376
Falls Church VA Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	26,650
Initial Cost of Land	2,752
Initial Cost of FF&E, Buildings and improvements	34,979
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	6,167
Gross Carrying Amount At Close of Period, Land	2,752
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	41,146
Gross Carrying Amount At Close of Period, Total	43,898
Accumulated Depreciation	13,671
San Diego CA Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	29,840
Initial Cost of Land	3,156
Initial Cost of FF&E, Buildings and improvements	29,514
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	5,671
Gross Carrying Amount At Close of Period, Land	3,156
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	35,185
Gross Carrying Amount At Close of Period, Total	38,341
Accumulated Depreciation	13,025
Salt Lake City UT Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	16,428
Initial Cost of Land	1,897
Initial Cost of FF&E, Buildings and improvements	16,357
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	4,440
Gross Carrying Amount At Close of Period, Land	1,897
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	20,797
Gross Carrying Amount At Close of Period, Total	22,694
Accumulated Depreciation	8,097
Las Vegas NV Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	27,394
Initial Cost of Land	18,177
Initial Cost of FF&E, Buildings and improvements	39,568
Costs Capitalized Since Acquisition, Land	(6,184)
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	(11,655)
Gross Carrying Amount At Close of Period, Land	11,993
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	27,913
Gross Carrying Amount At Close of Period, Total	39,906
Accumulated Depreciation	5,269
Phoenix AZ Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	17,868
Initial Cost of Land	4,100
Initial Cost of FF&E, Buildings and improvements	23,187
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	6,363
Gross Carrying Amount At Close of Period, Land	4,100
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	29,550
Gross Carrying Amount At Close of Period, Total	33,650
Accumulated Depreciation	10,236
Plano TX Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	12,085
Initial Cost of Land	2,045
Initial Cost of FF&E, Buildings and improvements	16,869
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	3,350
Gross Carrying Amount At Close of Period, Land	2,045
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	20,219
Gross Carrying Amount At Close of Period, Total	22,264
Accumulated Depreciation	6,867
Newark CA Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	31,771
Initial Cost of Land	3,272
Initial Cost of FF&E, Buildings and improvements	11,706
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	5,070
Gross Carrying Amount At Close of Period, Land	3,272
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	16,776
Gross Carrying Amount At Close of Period, Total	20,048
Accumulated Depreciation	6,645
Manchester CT Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	7,000
Initial Cost of Land	1,462
Initial Cost of FF&E, Buildings and improvements	8,306
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	4,244
Gross Carrying Amount At Close of Period, Land	1,462
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	12,550
Gross Carrying Amount At Close of Period, Total	14,012
Accumulated Depreciation	4,622
Jacksonville FL Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	10,216
Initial Cost of Land	1,997
Initial Cost of FF&E, Buildings and improvements	16,084
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	5,039
Gross Carrying Amount At Close of Period, Land	1,997
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	21,123
Gross Carrying Amount At Close of Period, Total	23,120
Accumulated Depreciation	5,586
Stillwater, OK Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	7,911
Initial Cost of Land	930
Initial Cost of FF&E, Buildings and improvements	15,070
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	2,924
Gross Carrying Amount At Close of Period, Land	930
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	17,994
Gross Carrying Amount At Close of Period, Total	18,924
Accumulated Depreciation	2,572
Tampa, FL Marriott Residence Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	17,293
Initial Cost of Land	2,175
Initial Cost of FF&E, Buildings and improvements	19,491
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	3,426
Gross Carrying Amount At Close of Period, Land	2,175
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	22,917
Gross Carrying Amount At Close of Period, Total	25,092
Accumulated Depreciation	1,824
Manhattan Beach CA Towne Place Suites By Marriott [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	18,168
Initial Cost of Land	4,805
Initial Cost of FF&E, Buildings and improvements	17,543
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	4,606
Gross Carrying Amount At Close of Period, Land	4,805
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	22,149
Gross Carrying Amount At Close of Period, Total	26,954
Accumulated Depreciation	6,695
Atlanta, GA Ritz-Carlton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	68,702
Initial Cost of Land	2,477
Initial Cost of FF&E, Buildings and improvements	80,139
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	15,250
Gross Carrying Amount At Close of Period, Land	2,477
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	95,389
Gross Carrying Amount At Close of Period, Total	97,866
Accumulated Depreciation	7,578
Atlantic Beach FL One Ocean [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	32,574
Initial Cost of Land	5,815
Initial Cost of FF&E, Buildings and improvements	14,817
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	26,534
Gross Carrying Amount At Close of Period, Land	5,815
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	41,351
Gross Carrying Amount At Close of Period, Total	47,166
Accumulated Depreciation	22,103
Nashville, TN Renaissance [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	114,968
Initial Cost of Land	20,671
Initial Cost of FF&E, Buildings and improvements	158,260
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	10,347
Gross Carrying Amount At Close of Period, Land	20,671
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	168,607
Gross Carrying Amount At Close of Period, Total	189,278
Accumulated Depreciation	14,536
Palm Springs, CA Renaissance [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	50,544
Initial Cost of Land	0
Initial Cost of FF&E, Buildings and improvements	74,112
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	11,174
Gross Carrying Amount At Close of Period, Land	0
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	85,286
Gross Carrying Amount At Close of Period, Total	85,286
Accumulated Depreciation	7,439
Ann Arbor, MI Sheraton Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	35,200
Initial Cost of Land	4,158
Initial Cost of FF&E, Buildings and improvements	35,042
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	(295)
Gross Carrying Amount At Close of Period, Land	4,158
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	34,747
Gross Carrying Amount At Close of Period, Total	38,905
Accumulated Depreciation	2,685
Langhorne PA Sheraton Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	10,306
Initial Cost of Land	2,037
Initial Cost of FF&E, Buildings and improvements	12,424
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	12,837
Gross Carrying Amount At Close of Period, Land	2,037
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	25,261
Gross Carrying Amount At Close of Period, Total	27,298
Accumulated Depreciation	12,030
Minneapolis MN Sheraton Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	21,591
Initial Cost of Land	2,953
Initial Cost of FF&E, Buildings and improvements	14,280
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	10,538
Gross Carrying Amount At Close of Period, Land	2,953
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	24,818
Gross Carrying Amount At Close of Period, Total	27,771
Accumulated Depreciation	11,211
Indianapolis IN Sheraton Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	60,410
Initial Cost of Land	3,100
Initial Cost of FF&E, Buildings and improvements	22,041
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	26,023
Gross Carrying Amount At Close of Period, Land	3,100
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	48,064
Gross Carrying Amount At Close of Period, Total	51,164
Accumulated Depreciation	21,396
Anchorage AK Sheraton Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	47,316
Initial Cost of Land	4,023
Initial Cost of FF&E, Buildings and improvements	39,363
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	15,475
Gross Carrying Amount At Close of Period, Land	4,023
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	54,838
Gross Carrying Amount At Close of Period, Total	58,861
Accumulated Depreciation	18,119
San Diego CA Sheraton Hotel [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	29,185
Initial Cost of Land	7,294
Initial Cost of FF&E, Buildings and improvements	36,382
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	8,497
Gross Carrying Amount At Close of Period, Land	7,294
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	44,879
Gross Carrying Amount At Close of Period, Total	52,173
Accumulated Depreciation	15,345
Coral Gables FL Hyatt Regency [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	63,379
Initial Cost of Land	4,805
Initial Cost of FF&E, Buildings and improvements	50,820
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	15,203
Gross Carrying Amount At Close of Period, Land	4,805
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	66,023
Gross Carrying Amount At Close of Period, Total	70,828
Accumulated Depreciation	20,464
Hauppauge, NY Hyatt Regency [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	33,486
Initial Cost of Land	6,284
Initial Cost of FF&E, Buildings and improvements	35,669
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	(2,062)
Gross Carrying Amount At Close of Period, Land	6,284
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	33,607
Gross Carrying Amount At Close of Period, Total	39,891
Accumulated Depreciation	4,934
Savannah, GA Hyatt Regency [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	69,252
Initial Cost of Land	14,041
Initial Cost of FF&E, Buildings and improvements	72,721
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	11,043
Gross Carrying Amount At Close of Period, Land	14,041
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	83,764
Gross Carrying Amount At Close of Period, Total	97,805
Accumulated Depreciation	8,765
Key West FL Crowne Plaza [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	72,007
Initial Cost of Land	0
Initial Cost of FF&E, Buildings and improvements	27,514
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	17,112
Gross Carrying Amount At Close of Period, Land	0
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	44,626
Gross Carrying Amount At Close of Period, Total	44,626
Accumulated Depreciation	19,709
Annapolis, MD Crowne Plaza [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost of Land	0
Initial Cost of FF&E, Buildings and improvements	9,903
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	8,810
Gross Carrying Amount At Close of Period, Land	0
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	18,713
Gross Carrying Amount At Close of Period, Total	18,713
Accumulated Depreciation	3,542
Annapolis MD Annapolis Inn [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	20,234
Initial Cost of Land	3,028
Initial Cost of FF&E, Buildings and improvements	7,833
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	9,206
Gross Carrying Amount At Close of Period, Land	3,028
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	17,039
Gross Carrying Amount At Close of Period, Total	20,067
Accumulated Depreciation	7,481
Austin, TX Lakeway Resort & Spa [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	25,100
Initial Cost of Land	4,541
Initial Cost of FF&E, Buildings and improvements	28,940
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	5,296
Gross Carrying Amount At Close of Period, Land	4,541
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	34,236
Gross Carrying Amount At Close of Period, Total	38,777
Accumulated Depreciation	6,589
Chicago, IL Silversmith [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	21,695
Initial Cost of Land	4,782
Initial Cost of FF&E, Buildings and improvements	22,398
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	991
Gross Carrying Amount At Close of Period, Land	4,782
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	23,389
Gross Carrying Amount At Close of Period, Total	28,171
Accumulated Depreciation	4,479
Washington, DC The Churchill [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	46,456
Initial Cost of Land	25,898
Initial Cost of FF&E, Buildings and improvements	32,304
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	12,266
Gross Carrying Amount At Close of Period, Land	25,898
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	44,570
Gross Carrying Amount At Close of Period, Total	70,468
Accumulated Depreciation	6,013
Washington, DC The Melrose [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	73,261
Initial Cost of Land	29,277
Initial Cost of FF&E, Buildings and improvements	62,507
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	(1,283)
Gross Carrying Amount At Close of Period, Land	29,277
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	61,224
Gross Carrying Amount At Close of Period, Total	90,501
Accumulated Depreciation	4,871
New Orleans, LA Le Pavillon [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	43,750
Initial Cost of Land	10,933
Initial Cost of FF&E, Buildings and improvements	51,549
Costs Capitalized Since Acquisition, Land	(2,600)
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	7,084
Gross Carrying Amount At Close of Period, Land	8,333
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	58,633
Gross Carrying Amount At Close of Period, Total	66,966
Accumulated Depreciation	4,630
Fort Worth TX Ashton [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	5,336
Initial Cost of Land	800
Initial Cost of FF&E, Buildings and improvements	7,187
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,333
Gross Carrying Amount At Close of Period, Land	800
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	8,520
Gross Carrying Amount At Close of Period, Total	9,320
Accumulated Depreciation	1,265
Princeton, NJ Westin [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	49,732
Initial Cost of Land	6,475
Initial Cost of FF&E, Buildings and improvements	52,195
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	6,260
Gross Carrying Amount At Close of Period, Land	6,475
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	58,455
Gross Carrying Amount At Close of Period, Total	64,930
Accumulated Depreciation	5,419
Atlanta, GA W [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	40,500
Initial Cost of Land	2,353
Initial Cost of FF&E, Buildings and improvements	54,383
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	(629)
Gross Carrying Amount At Close of Period, Land	2,353
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	53,754
Gross Carrying Amount At Close of Period, Total	56,107
Accumulated Depreciation	4,068
Minneapolis, MN W [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	53,789
Initial Cost of Land	8,430
Initial Cost of FF&E, Buildings and improvements	79,713
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	806
Gross Carrying Amount At Close of Period, Land	8,430
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	80,519
Gross Carrying Amount At Close of Period, Total	88,949
Accumulated Depreciation	7,095
Minneapolis, MN Le Meridien [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost of Land	2,752
Initial Cost of FF&E, Buildings and improvements	12,248
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,800
Gross Carrying Amount At Close of Period, Land	2,752
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	14,048
Gross Carrying Amount At Close of Period, Total	16,800
Accumulated Depreciation	961
Atlanta, GA Hotel Indigo [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	16,100
Initial Cost of Land	3,230
Initial Cost of FF&E, Buildings and improvements	23,713
Costs Capitalized Since Acquisition, Land	0
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	168
Gross Carrying Amount At Close of Period, Land	3,230
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	23,881
Gross Carrying Amount At Close of Period, Total	27,111
Accumulated Depreciation	1,460
Orlando FL World Quest Resort [Member]
Real Estate and Accumulated Depreciation [Line Items]
Encumbrances	0
Initial Cost of Land	1,432
Initial Cost of FF&E, Buildings and improvements	9,870
Costs Capitalized Since Acquisition, Land	(49)
Costs Capitalized Since Acquisition, FF&E, Buildings and improvements	1,136
Gross Carrying Amount At Close of Period, Land	1,383
Gross Carrying Amount At Close of Period, FF&E, Buildings and improvements	11,006
Gross Carrying Amount At Close of Period, Total	12,389
Accumulated Depreciation	$ 2,201

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Real Estate And Accumulated Depreciation (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Investment in Real Estate:
Beginning balance	$ 5,054,564	$ 5,181,466	$ 2,719,716
Additions	225,461	206,022	2,531,312
Impairment/write-offs	(111,820)	(85,338)	(57,596)
Sales/disposals	(85,709)	(227,988)	(11,966)
Assets held for sale	(18,202)	(19,598)	0
Ending balance	5,064,294	5,054,564	5,181,466
Accumulated Depreciation:
Beginning balance	894,001	761,782	591,105
Depreciation expense	247,220	245,953	211,434
Impairment/write-offs	(101,008)	(67,022)	(37,647)
Sales/disposals	(11,364)	(44,346)	(3,110)
Assets held for sale	(470)	(2,366)	0
Ending balance	1,028,379	894,001	761,782
Investment in Real Estate, net	$ 4,035,915	$ 4,160,563	$ 4,419,684

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Real Estate and Accumulated Depreciation (Details Textual)	12 Months Ended
	Dec. 31, 2017
Minimum [Member] | Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years 6 months
Minimum [Member] | Furniture, fixtures and equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	1 year 6 months
Maximum [Member] | Building and Building Improvements [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	39 years
Maximum [Member] | Furniture, fixtures and equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years