Xenia Hotels & Resorts Inc 2024年度报告

33257)2/,2 29(59,(: $/$%$0$  +27(/6 &2035,6,1*  52206 $&5266 67$7(6 $1'  0$5.(76 $QQXDO 5HSRUW ;HQLD +RWHOV5HVRUWV ,QF FORM 10-K (Mark One) ‘TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period endedtoCommission file number 001-36594 Xenia Hotels & Resorts, Inc. (Exact name of registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.ÍYes‘NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.‘YesÍNo 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 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filingrequirements for the past 90 days.ÍYes‘No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).ÍYes‘No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ÍAccelerated filer‘Smaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.‘ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report.Í If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.‘ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).‘ The aggregate market value of the 100,985,200 shares of common stock held by non-affiliates of the registrant was approximately $1.45 billion based on theclosing price of the New York Stock Exchange for such common stock as of June 28, 2024.As of February 21, 2025, there were 101,352,961 shares of the registrant’s common stock, $0.01 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE The registrant incorporates by reference portions of its Definitive Proxy Statement for the 2025 Annual Meeting of Stockholders, which is expected to beheld on May 13, 2025, into Part III of this Form 10-K to the extent stated herein. XENIA HOTELS & RESORTS, INC.2024 FORM 10-K ANNUAL REPORT Item No.Part ISpecial Note Regarding Forward-Looking StatementsMarket and Industry DataTrademarks, Service Marks, and TradenamesDisclaimerCertain Defined TermsItem 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures iiivivivv183737384444 Part II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities45Item 6.[Reserved]Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations48Item 7A.Quantitative and Qualitative Disclosures About Market Risk66Item 8.Financial Statements and Supplementary Data67Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure67Item 9A.Controls and Procedures68Item 9B.Other Information68Item 9C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections68 Part III Item 10.Directors, Executive Officers and Corporate Governance69Item 11.Executive Compensation69Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters69Item 13.Certain Relationships, Related Transactions, and Director Independence69Item 14.Principal Accounting Fees and Services69 Part IV Item 15.Exhibits and Financial Statements SchedulesItem 16.Form 10-K SummarySignatures 707374 SPECIAL NOTE REGARDING FORWARD-LO