Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 001-35169 RLJ LODGING TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 27-4706509 (State or Other Jurisdictio ...

RLJ Lodging Trust (NYSE:RLJ) Q4 2022 Earnings Conference Call February 28, 2023 10:00 AM ET Company Participants Nikhil Bhalla – Senior Vice President-Finance and Treasurer Leslie Hale – President and Chief Executive Officer Sean Mahoney – Executive Vice President and Chief Financial Officer Tom Bardenett – Chief Operating Officer Conference Call Participants Austin Wurschmidt – KeyBanc Capital Markets Michael Bellisario – Baird Floris van Dijkum – Compass Point Gregory Miller – Truist Securities Chris Darl ...

OVERVIEW FEBRUARY 2023 6 Total Portfolio | Weekly ADR vs % of 2019 (1) (1) As of week ending February 18, 2023; for 96 comparable hotels; results excludes the Chateau LeMoyne-French Quarter New Orleans, which is a fully unconsolidated hotel. Unaudited, for comparison purposes only. $202 110% 0% 20% 40% 60% 80% 100% 120% $100 $120 $140 $160 $180 $200 $220 $240 Jan. 1Jan. 8 Jan. 15Jan. 22Jan. 29Feb. 5Feb. 12Feb. 19Feb. 26Mar. 5Mar. 12Mar. 19Mar. 26Apr. 2Apr. 9Apr. 16Apr. 23Apr. 30May 7May 14May 21May 28Jun. 4 ...

NAREIT CONFERENCE NOVEMBER 2022 RLJ | NEAR-TERM CATALYSTS | --- | --- | |---------------------------------------|---------------------------------------------------------------| | | | | RLJ is well-positioned in the | near-term, with multiple channels to drive growth | | | | | | | | | | | HYATT CENTRIC ATLANTA | | 2 INVESTMENT HIGHLIGHTS | --- | --- | |---------------------------------------|--------------------------------------------------------------------------------------------------------------------- ...

RLJ Lodging Trust (NYSE:RLJ) Q3 2022 Earnings Conference Call November 3, 2022 12:00 PM ET Company Participants Nikhil Bhalla - Senior Vice President, Finance and Treasurer Leslie Hale - President and Chief Executive Officer Sean Mahoney - Chief Financial Officer Tom Bardenett - Executive Vice President, Asset Management Conference Call Participants Anthony Powell - Barclays Gregory Miller - Truist Securities Austin Wurschmidt - KeyBanc Capital Markets Dori Kesten - Wells Fargo Tyler Batory - Oppenheimer ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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 001-35169 RLJ LODGING TRUST (Exact Name of Registrant as Specified in Its Charter) Maryland 27-4706509 (State or Other Ju ...

RLJ Lodging Trust (NYSE:RLJ) Q2 2022 Earnings Conference Call August 5, 2022 9:00 AM ET Company Participants Nikhil Bhalla - Senior Vice President, Finance and Treasurer Leslie Hale - President and Chief Executive Officer Sean Mahoney - Chief Financial Officer Tom Bardenett - Executive Vice President, Asset Management Conference Call Participants Austin Wurschmidt - KeyBanc Capital Markets Inc. Michael Belisario - Robert W. Baird & Co. Dori Kesten - Wells Fargo Securities LLC Neil Malkin - Capital One Secur ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements for H1 2022 reflect a significant recovery, with increased revenues, positive net income, and improved cash flow from operations [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) Total assets decreased to **$4.93 billion** by June 30, 2022, primarily due to lower cash, while total liabilities and net debt also decreased Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$4,933,226** | **$5,148,976** | | Cash and cash equivalents | $511,481 | $665,341 | | Investment in hotel properties, net | $4,127,290 | $4,219,116 | | **Total Liabilities** | **$2,517,654** | **$2,735,109** | | Debt, net | $2,211,735 | $2,409,438 | | **Total Equity** | **$2,415,572** | **$2,413,867** | [Consolidated Statements of Operations and Comprehensive Income (Loss)](index=5&type=section&id=Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29) Q2 2022 saw a significant turnaround with total revenues up 70% to **$330.5 million**, resulting in a net income of **$33.2 million** compared to a prior-year loss Q2 and H1 2022 vs 2021 Performance (in thousands, except EPS) | Metric | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | | :--- | :--- | :--- | :--- | :--- | | Total Revenues | $330,501 | $194,254 | $573,400 | $313,806 | | Total Operating Expenses | $273,873 | $204,411 | $516,487 | $376,706 | | Net Income (Loss) | $33,202 | $(52,221) | $17,732 | $(131,339) | | Net Income (Loss) Attributable to Common Shareholders | $26,687 | $(57,726) | $5,161 | $(141,990) | | Basic EPS | $0.16 | $(0.35) | $0.03 | $(0.87) | [Consolidated Statements of Changes in Equity](index=7&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity slightly increased to **$2.416 billion** by June 30, 2022, influenced by net income, derivative gains, and share repurchases - Key equity changes in H1 2022 include a share repurchase program of **$47.4 million** and distributions on common and preferred shares totaling **$15.7 million**[16](index=16&type=chunk) [Consolidated Statements of Cash Flows](index=11&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Operating activities generated **$116.3 million** in cash for H1 2022, a significant improvement, while financing activities used **$269.6 million** for debt repayment and share repurchases Cash Flow Summary for Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2022 | 2021 | | :--- | :--- | :--- | | Net cash flow provided by (used in) operating activities | $116,304 | $(24,019) | | Net cash flow used in investing activities | $(4,833) | $(10,650) | | Net cash flow used in financing activities | $(269,578) | $(203,387) | | **Net change in cash, cash equivalents, and restricted cash reserves** | **$(158,107)** | **$(238,056)** | [Notes to the Consolidated Financial Statements](index=12&type=section&id=Notes%20to%20the%20Consolidated%20Financial%20Statements) Notes detail accounting policies, property portfolio, debt structure, derivative use, a **$250 million** share repurchase program, and subsequent events including a hotel acquisition - As of June 30, 2022, the Company owned **96 hotel properties** with approximately **21,300 rooms**, located in 22 states and the District of Columbia[33](index=33&type=chunk) - During H1 2022, the company sold **two hotel properties** for a combined price of approximately **$49.9 million**, resulting in a net gain of **$1.1 million**[43](index=43&type=chunk) - In May 2022, the board approved a new share repurchase program for up to **$250.0 million**. Through June 30, 2022, approximately **4.0 million common shares** were repurchased for **$47.4 million**[82](index=82&type=chunk) - Subsequent to the quarter end, in July 2022, the company acquired the 21c Museum Hotel in Nashville for **$59.0 million** and increased its quarterly common dividend to **$0.05 per share**[100](index=100&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Strong Q2 2022 performance, driven by increased travel demand and higher RevPAR, led to a shift to net income, supported by strategic debt repayment and share repurchases [Overview and Strategy](index=27&type=section&id=Overview%20and%20Strategy) The company's strategy focuses on owning premium-branded, high-margin, focused-service hotels in urban markets to achieve high RevPAR and strong operating margins - The company's strategy is to own primarily premium-branded, focused-service and compact full-service hotels, which are believed to generate attractive returns due to high RevPAR potential and an efficient operating model[106](index=106&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) Q2 2022 total revenues increased by **$136.2 million** to **$330.5 million**, driven by a surge in RevPAR, leading to net income for the quarter and half-year Q2 Key Hotel Operating Statistics (Comparable Properties) | Metric | Q2 2022 | Q2 2021 | Q2 2019 | | :--- | :--- | :--- | :--- | | Occupancy | 74.7% | 59.8% | 83.0% | | ADR | $195.64 | $143.39 | $189.69 | | RevPAR | $146.05 | $85.78 | $157.45 | H1 Key Hotel Operating Statistics (Comparable Properties) | Metric | H1 2022 | H1 2021 | H1 2019 | | :--- | :--- | :--- | :--- | | Occupancy | 67.9% | 52.3% | 79.7% | | ADR | $186.66 | $133.49 | $189.78 | | RevPAR | $126.83 | $69.76 | $151.26 | - The increase in revenues was primarily driven by a significant increase in demand, leading to higher RevPAR. ADR for comparable properties in Q2 2022 surpassed pre-pandemic levels of Q2 2019[121](index=121&type=chunk)[122](index=122&type=chunk) [Non-GAAP Financial Measures](index=36&type=section&id=Non-GAAP%20Financial%20Measures) Non-GAAP metrics show strong operational recovery, with Q2 2022 Adjusted FFO at **$81.0 million** and Adjusted EBITDA at **$111.0 million**, significantly up year-over-year Reconciliation of Net Income to Adjusted FFO (in thousands) | Metric | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $33,202 | $(52,221) | $17,732 | $(131,339) | | FFO | $74,344 | $(10,966) | $98,408 | $(43,601) | | **Adjusted FFO** | **$80,999** | **$11,295** | **$104,892** | **$(18,472)** | Reconciliation of Net Income to Adjusted EBITDA (in thousands) | Metric | Q2 2022 | Q2 2021 | H1 2022 | H1 2021 | | :--- | :--- | :--- | :--- | :--- | | Net income (loss) | $33,202 | $(52,221) | $17,732 | $(131,339) | | EBITDA | $104,598 | $21,402 | $160,979 | $17,262 | | EBITDAre | $104,962 | $21,299 | $159,926 | $22,022 | | **Adjusted EBITDA** | **$110,978** | **$43,560** | **$165,570** | **$47,151** | [Liquidity and Capital Resources](index=38&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained strong liquidity with **$555.8 million** in cash, generating **$116.3 million** from operations, while repaying **$200.0 million** of the Revolver - The company had **$555.8 million** of cash and cash equivalents and restricted cash reserves as of June 30, 2022[161](index=161&type=chunk) - Key financing activities in H1 2022 included a **$200.0 million** repayment of the Revolver and **$47.4 million** in common share repurchases[166](index=166&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=40&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company mitigates interest rate risk on its **$1.2 billion** variable rate debt through interest rate swaps, effectively fixing **100%** of its total indebtedness - As of June 30, 2022, the company had approximately **$1.2 billion** of variable rate debt, representing **53.9%** of total indebtedness[171](index=171&type=chunk) - Through the use of interest rate swaps, **100%** of the company's total debt was fixed or effectively fixed, insulating future earnings and cash flows from a 100 basis point increase in market interest rates[171](index=171&type=chunk)[172](index=172&type=chunk) [Item 4. Controls and Procedures](index=40&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of June 30, 2022, with no material changes to internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2022[176](index=176&type=chunk) - No changes in internal control over financial reporting occurred during the period that have materially affected, or are reasonably likely to materially affect, the company's internal controls[177](index=177&type=chunk) [PART II. OTHER INFORMATION](index=41&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=41&type=section&id=Item%201.%20Legal%20Proceedings) The company is not subject to any material litigation beyond routine claims arising in the ordinary course of business - Other than routine litigation arising out of the ordinary course of business, the Company is not presently subject to any material litigation[178](index=178&type=chunk) [Item 1A. Risk Factors](index=41&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's Annual Report on Form 10-K - There have been no material changes to the risk factors previously disclosed in the company's Annual Report[179](index=179&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=41&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased **4,130,544** shares at an average price of approximately **$12.00** per share during Q2 2022, including shares under a public program Share Repurchases for Q2 2022 | Period | Total Shares Purchased | Average Price Paid | Shares Purchased Under Program | | :--- | :--- | :--- | :--- | | April 2022 | 20,928 | $14.02 | — | | May 2022 | 1,489,915 | $12.77 | 1,367,043 | | June 2022 | 2,619,701 | $11.62 | 2,590,940 | | **Total** | **4,130,544** | | **3,957,983** | [Other Items](index=41&type=section&id=Other%20Items) The report confirms no defaults on senior securities, no mine safety disclosures, and no other material information to report under Item 5 - The report indicates no defaults upon senior securities, no applicable mine safety disclosures, and no other information to report under Item 5[183](index=183&type=chunk)[184](index=184&type=chunk)[185](index=185&type=chunk)

PRO FORMA SUPPLEMENTAL Q2 2022 AUGUST 4, 2022 OVERVIEW | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |-------|------------------------------------|-------|------------------------|---------|----------------------------|-------|-------------|-------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | | Properties \nHo ...

NAREIT PRESENTATION JUNE 2022 RLJ | NEAR-TERM CATALYSTS RLI | --- | --- | |-------|--------------------------------------------------------------------------------------------------| | | | | | RLJ is well-positioned in the near-term, with significant internal and external growth catalysts | | | PORTFOLIO INDEXED TO URBAN RECOVERY, WHICH IS UNDERWAY | | | THREE TRANSFORMATIVE CONVERSIONS ON TRACK TO RELAUNCH IN 2022 | | | COMPELLING RELATIVE VALUATION | | | JUNE 2022 | 2 INVESTMENT HIGHLIGHTS | --- | --- | | ...