UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
 Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number
    001-34693
 Chatham Lodging Trust
 (Exact name of registrant as
    specified in its charter)
  Maryland

27-1200777(State or Other Jurisdiction
    of Incorporation or Organization)

(IRS Employer Identification
    No.)50 Cocoanut Row, Suite 216
    Palm Beach, Florida(Address of Principal
    Executive Offices)

33480(Zip
    Code)   (Registrants telephone number, including area code)
 (561) 802-4477
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Shares of Beneficial Interest,
    par value $0.01 per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  o þ
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K




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Chatham
    Lodging Trust
  TABLE OF
    CONTENTS
   
 PageCautionary Note Regarding Forward-Looking
    Statements


3PART I1.

Business


41A.

Risk Factors


111B.

Unresolved Staff Comments


292.

Properties


303.

Legal Proceedings


304.

Removed and Reserved


30PART II5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


306.

Selected Financial Data


347.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


357A.

Quantitative and Qualitative Disclosures about
    Market Risk


468.

Financial Statements and Supplementary Data


479.

Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


479A.

Controls and Procedures


479B.

Other Information


47PART III10.

Trustees, Executive Officers and Corporate
    Governance


4811.

Executive Compensation


4812.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


4813.

Certain Relationships and Related Transactions,
    and Trustee Independence


4814.

Principal Accountant Fees and Services


48PART IV15.

Exhibits and Financial Statement Schedules


48   2




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CAUTIONARY
    NOTE REGARDING FORWARD-LOOKING STATEMENTS  Form 10-K.
   3




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PART I  Item 1.
    Business  Overview
          day-to-day
  ® ® ® ® ®
    
    principal customer base includes business travelers who are on
    extended assignments and corporate relocations;
    services and amenities include complimentary breakfast and
    evening hospitality hour, high-speed internet access, in-room
    movie channels, limited meeting space, daily linen and room
    cleaning service,
    24-hour
    front desk, guest grocery services, and an
    on-site
    maintenance staff; and
    physical facilities include large suites, quality construction,
    full separate kitchens in each guest suite, quality room
    furnishings, pool, and exercise facilities. 4




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® ® ®
      PurchaseManagement

Date of

Year

Number of

Purchase

Price per

AssumedProperty

Location

Company

Acquisition

Opened

Rooms

Price

Room

Debt(Unaudited)Homewood Suites by Hilton Boston-Billerica/Bedford/Burlington

Billerica,
    Massachusetts

Hilton

April 23, 2010

1999

147

$12.5 million

$85,714

Homewood Suites by Hilton Minneapolis-Mall of America

Bloomington,
    Minnesota

Hilton

April 23, 2010

1998

144

$18.0 million

$125,000

Homewood Suites by Hilton Nashville-Brentwood

Brentwood,
    Tennessee

Hilton

April 23, 2010

1998

121

$11.3 million

$93,388

Homewood Suites by Hilton Dallas-Market Center

Dallas, Texas

Hilton

April 23, 2010

1998

137

$10.7 million

$78,102

Homewood Suites by Hilton Hartford-Farmington

Farmington,
    Connecticut

Hilton

April 23, 2010

1999

121

$11.5 million

$95,041

Homewood Suites by Hilton Orlando-Maitland

Maitland,
    Florida

Hilton

April 23, 2010

2000

143

$9.5 million

$66,433

Homewood Suites by Hilton Carlsbad (North San Diego County)

Carlsbad,
    California

Island
    Hospitality

November 3, 2010

2008

145

$32.0 million

$220,690

Hampton Inn & Suites Houston-Medical Center

Houston, Texas

Island
    Hospitality

July 2, 2010

1997

120

$16.5 million

$137,500

Courtyard Altoona

Altoona,
    Pennsylvania

Concord

August 24, 2010

2001

105

$11.3 million

$107,619

$7.0 millionSprinthill Suites Washington

Washington,
    Pennsylvania

Concord

August 24, 2010

2000

86

$12.0 million

$139,535

$5.4 millionResidence Inn Long Island Holtsville

Holtsville, New
    York

Island
    Hospitality

August 3, 2010

2004

124

$21.3 million

$171,774

Residence Inn White Plains

White Plains,
    New York

Island
    Hospitality

September 23, 2010

1982

133

$21.2 million

$159,398

Residence Inn New Rochelle

New Rochelle,
    New York

Island
    Hospitality

October 5, 2010

2000

124

$21.0 million

$169,355

Total/Weighted Average









1,650

$208.8 million

$126,606

$12.4 million     Business
    Strategy
    
    Disciplined acquisition of hotel
    properties:  We invest primarily in
    premium-branded upscale extended-stay and select-service hotels
    with a focus on the 25 largest metropolitan markets in the
    United States. We focus on acquiring hotel properties at prices
    below replacement cost in markets that have strong demand
    generators and where we expect demand growth will outpace new
    supply. We also seek to acquire properties that we believe are
    undermanaged or undercapitalized. We currently do not intend to
    engage in new hotel development. 5




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
    Opportunistic hotel repositioning:  We employ
    value-added strategies, such as re-branding, renovating, or
    changing management, when we believe such strategies will
    increase the operating results and values of the hotels we
    acquire.
    Aggressive asset management:  Although as a
    REIT we cannot operate our hotels, we proactively manage our
    third-party hotel managers in seeking to maximize hotel
    operating performance. Our asset management activities seek to
    ensure that our third-party hotel managers effectively utilize
    franchise brands marketing programs, develop effective
    sales management policies and plans, operate properties
    efficiently, control costs, and develop operational initiatives
    for our hotels that increase guest satisfaction. As part of our
    asset management activities, we regularly review opportunities
    to reinvest in our hotels to maintain quality, increase
    long-term value and generate attractive returns on invested
    capital.
    Flexible selection of hotel management
    companies:  We are flexible in our selection of
    hotel management companies and select managers that we believe
    will maximize the performance of our hotels. We utilize both
    brand-affiliated management companies and independent management
    companies, including IHM, a hotel management company 90% owned
    by Mr. Fisher that currently manages five of our hotels. We
    believe this strategy increases the universe of potential
    acquisition opportunities we can consider because many hotel
    properties are encumbered by long-term management contracts.
    Selective investment in hotel debt:  We may
    consider selectively investing in debt collateralized by hotel
    property if we believe we can foreclose on or acquire ownership
    of the underlying hotel property in the relative near term. We
    do not intend to invest in any debt where we do not expect to
    gain ownership of the underlying property or to originate any
    debt financing.      Competition
      Seasonality
   6




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Regulation
    Americans
    with Disabilities Act
    Environmental
    Regulations
  and/or
      
    future laws, ordinances or regulations will not impose material
    environmental liability; or
    the current environmental condition of a hotel will not be
    affected by the condition of properties in the vicinity of the
    hotel (such as the presence of leaking underground storage
    tanks) or by third parties unrelated to us.  Tax
    Status
   7




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Hotel
    Management Agreements
    agreed-upon
     8




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Hotel
    Franchise Agreements
  ® 5-year
      ®
   9




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Ground
    Leases
        2011


2012012


2032013


2052014


2072015


210Thereafter


11,871Total


12,897   Condominium
    Leases
      Employees
   10




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Available
    Information
  Form 10-K, Form 10-Q, Form 8-K,
  Item 1A.
    Risk
    Factors  Our business faces many risks. The risks described below may
    not be the only risks we face. Additional risks that we do not
    yet know of or that we currently believe are immaterial may also
    impair our business operations. If any of the events or
    circumstances described in the following risk factors actually
    occur, our business, financial condition or results of
    operations could suffer, our ability to make cash distributions
    to our shareholders could be impaired and the trading price of
    our common shares could decline. You should know that many of
    the risks described may apply to more than just the subsection
    in which we grouped them for the purpose of this
    presentation.
  Risks
    Related to Our Business
  We
    have limited operating history, which may affect our ability to
    generate sufficient operating cash flows to make or sustain
    distributions to our shareholders.
    The
    purchase of the property we have under contract may not be
    consummated in a timely manner  or at all.
    Our
    investment policies are subject to revision from time to time in
    our boards discretion, which could diminish shareholder
    returns below expectations.
   11




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We
    depend on the efforts and expertise of our key executive
    officers whose continued service is not
    guaranteed.
    If we
    are unable to successfully manage our growth, our operating
    results and financial condition could be adversely
    affected.
    Our
    future growth depends on obtaining new financing and if we
    cannot secure financing in the future, our growth will be
    limited.
    Although
    we are in various stages of reviewing and negotiating a number
    of potential hotel properties for potential acquisition, we may
    be unable to invest proceeds from offerings of our
    securities.
      We
    must rely on third-party management companies to operate our
    hotels in order to qualify as a REIT under the Code and, as a
    result, we have less control than if we were operating the
    hotels directly.
   12




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Our
    management agreements could adversely affect the sale or
    financing of hotel properties and, as a result, our operating
    results and ability to make distributions to our shareholders
    could suffer.
    Our
    franchisors could cause us to expend additional funds on
    upgraded operating standards, which may reduce cash available
    for distribution to shareholders.
    Our
    franchisors may cancel or fail to renew our existing franchise
    licenses, which could adversely affect our operating results and
    our ability to make distributions to shareholders.
   13




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Fluctuations
    in our financial performance, capital expenditure requirements
    and excess cash flow could adversely affect our ability to make
    and maintain distributions to our shareholders.
      
    reducing the hotel revenue that we recognize with respect to
    hotels leased to our TRS lessees; and
    correspondingly reducing the profits (or increasing the loss) of
    hotels leased to our TRS lessees. We may be unable to reduce
    many of our expenses in tandem with revenue declines, (or we may
    choose not to reduce them for competitive reasons), and certain
    expenses may increase while our revenue declines.  Future
    debt service obligations could adversely affect our overall
    operating results or cash flow and may require us to liquidate
    our properties, which could adversely affect our ability to make
    distributions to our shareholders and our share
    price.
    
    operating cash flow will be insufficient to make required
    payments of principal and interest;
    our leverage may increase our vulnerability to adverse economic
    and industry conditions;
    we may be required to dedicate a substantial portion of our cash
    flow from operations to payments on our debt, thereby reducing
    cash available for distribution to our shareholders, funds
    available for operations and capital expenditures, future
    business opportunities or other purposes;
    terms of any refinancing will not be as favorable as the terms
    of the debt being refinanced; and
    the terms of our debt may limit our ability to make
    distributions to our shareholders.    If we
    are unable to repay our debt obligations in the future, we may
    be forced to refinance debt or dispose of or encumber our
    assets, which could adversely affect distributions to
    shareholders.
   14




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Interest
    expense on our debt may limit our cash available to fund our
    growth strategies and shareholder distributions.
    Failure
    to hedge effectively against interest rate changes may adversely
    affect our results of operations and our ability to make
    shareholder distributions.
    Joint
    venture investments that we make could be adversely affected by
    our lack of sole decision-making authority, our reliance on
    joint venture partners financial condition and disputes
    between us and our joint venture partners.
    and/or
 15




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We may
    from time to time make distributions to our shareholders in the
    form of our common shares, which could result in shareholders
    incurring tax liability without receiving sufficient cash to pay
    such tax.
  non-U.S. shareholders,
  Our
    conflict of interest policy may not be successful in eliminating
    the influence of future conflicts of interest that may arise
    between us and our trustees, officers and
    employees.
    Conflicts
    of interest could result in future business transactions between
    us and affiliates owned by our Chief Executive
    Officer.
    Risks
    Related to the Lodging Industry
  The
    lodging industry has experienced recent significant declines and
    failure of the lodging industry to exhibit improvement may
    adversely affect our ability to execute our business
    strategy.
     16




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Our
    ability to make distributions to our shareholders may be
    affected by various operating risks common in the lodging
    industry.
    
    competition from other hotel properties in our prospective
    markets, some of which may have greater marketing and financial
    resources;
    an over-supply or over-building of hotel properties in our
    prospective markets, which could adversely affect occupancy
    rates and revenues;
    dependence on business and commercial travelers and tourism;
    increases in energy costs and other expenses affecting travel,
    which may affect travel patterns and reduce the number of
    business and commercial travelers and tourists;
    increases in operating costs due to inflation and other factors
    that may not be offset by increased room rates;
    necessity for periodic capital reinvestment to repair and
    upgrade hotel properties;
    changes in interest rates and in the availability, cost and
    terms of debt financing;
    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 including pandemics and epidemics
    such as H1N1 influenza (swine flu), avian bird flu and SARS,
    political instability, regional hostilities, imposition of taxes
    or surcharges by regulatory authorities, travel related
    accidents and unusual weather patterns, including natural
    disasters such as hurricanes, tsunamis or earthquakes;
    adverse effects of a downturn in the economy or in the hotel
    industry; and
    risk generally associated with the ownership of hotel properties
    and real estate, as we discuss in detail below.    Competition
    for acquisitions may reduce the number of properties we can
    acquire.
    Competition
    for guests may lower our hotels revenues and
    profitability.
   17




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The
    seasonality of the hotel industry may cause fluctuations in our
    quarterly revenues that cause us to borrow money to fund
    distributions to shareholders.
    The
    cyclical nature of the lodging industry may cause the return on
    our investments to be substantially less than we
    expect.
    Due to
    our concentration in hotel investments, a downturn in the
    lodging industry would adversely affect our operations and
    financial condition.
    The
    ongoing need for capital expenditures at our hotel properties
    may adversely affect our financial condition and limit our
    ability to make distributions to our shareholders.
    
    possible environmental problems;
    construction cost overruns and delays;
    possibility that revenues will be reduced temporarily while
    rooms or restaurants offered are out of service due to capital
    improvement projects;
    a possible shortage of available cash to fund capital
    improvements and the related possibility that financing for
    these capital improvements may not be available on affordable
    terms;
    uncertainties as to market demand or a loss of market demand
    after capital improvements have begun; and
    disputes with franchisors/managers regarding compliance with
    relevant management/franchise agreements.   18




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The
    increasing use of Internet travel intermediaries by consumers
    may adversely affect our profitability.
    Future
    terrorist attacks or changes in terror alert levels could
    adversely affect travel and hotel demand.
    Potential
    future outbreaks of contagious diseases, such as H1N1, could
    have a material adverse effect on our revenues and results of
    operations due to decreased travel, especially in areas
    significantly affected by the disease.
    Uninsured
    and underinsured losses could adversely affect our operating
    results and our ability to make distributions to our
    shareholders.
     19




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Noncompliance
    with environmental laws and governmental regulations could
    adversely affect our operating results and our ability to make
    distributions to shareholders.
  and/or
      
    that future laws, ordinances or regulations will not impose
    material environmental liability; or
    that the current environmental condition of a hotel will not be
    affected by the condition of properties in the vicinity of the
    hotel (such as the presence of leaking underground storage
    tanks) or by third parties unrelated to us.  Compliance
    with the ADA and other changes in governmental rules and
    regulations could substantially increase our cost of doing
    business and adversely affect our operating results and our
    ability to make distributions to our shareholders.
  time-to-time
  The
    Employee Free Choice Act could substantially increase our cost
    of doing business and adversely affect our operating results and
    our ability to make distributions to shareholders.
   20




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General
    Risks Related to 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 adversely affect our financial
    condition.
    
    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;
    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;
    the ongoing need for capital improvements, particularly in older
    structures;
    changes in operating expenses; and
    civil unrest, acts of God, including earthquakes, floods and
    other natural disasters, which may result in uninsured losses,
    and acts of war or terrorism, such as those that occurred on
    September 11, 2001.        Increases
    in our property taxes would adversely affect our ability to make
    distributions to our shareholders.
   21




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Our
    hotel properties may contain or develop harmful mold, which
    could lead to liability for adverse health effects and costs of
    remediating the problem.
    Risks
    Related to Our Organization and Structure
  Our
    rights and the rights of our shareholders to take action against
    our trustees and officers are limited, which could limit your
    recourse in the event of actions not in your best
    interests.
    
    actual receipt of an improper benefit or profit in money,
    property or services; or
    active and deliberate dishonesty by the trustee or officer that
    was established by a final judgment as being material to the
    cause of action adjudicated    Provisions
    of Maryland law may limit the ability of a third party to
    acquire control of our Company and may result in entrenchment of
    management and diminish the value of our common
    shares.
    
    Business combinationprovisions that, subject
    to limitations, prohibit certain business combinations between
    us and an interested shareholder (defined generally
    as any person who beneficially owns 10% or more of the voting
    power of our shares) or an affiliate of any interested
    shareholder for five years after the most recent date on which
    the shareholder becomes an interested shareholder, and
    thereafter imposes special appraisal rights and special
    shareholder voting requirements on these combinations; and
    Control shareprovisions that provide that
    our control shares (defined as shares which, when
    aggregated with other shares controlled by the shareholder,
    entitle the shareholder to exercise one of three increasing
    ranges of voting power in electing trustees) acquired in a
    control share acquisition 22




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(defined as the direct or indirect acquisition of ownership or
    control of control shares) have no voting rights
    except to the extent approved by our shareholders by the
    affirmative vote of at least two-thirds of all the votes
    entitled to be cast on the matter, excluding all interested
    shares.    Provisions
    of our declaration of trust may limit the ability of a third
    party to acquire control of our Company and may result in
    entrenchment of management and diminish the value of our common
    shares.
    Failure
    to make required distributions would subject us to
    tax.
    Failure
    to qualify as a REIT, or failure to remain qualified as a REIT,
    would subject us to federal income tax and potentially to state
    and local taxes.
     23




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Our
    TRS Lessee structure subjects us to the risk of increased hotel
    operating expenses that could adversely affect our operating
    results and our ability to make distributions to
    shareholders.
      The
    formation of our TRS Lessees increases our overall tax
    liability.
    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.
     24




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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.
    Dividends
    payable by REITs do not qualify for the reduced tax rates
    available for some dividends.
    If our
    hotel managers do not qualify as eligible independent
    contractors, we would fail to qualify as a
    REIT.
       25




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Our
    ownership limitations may restrict or prevent you from engaging
    in certain transfers of our common shares.
      Complying
    with REIT requirements may limit our ability to hedge
    effectively and may cause us to incur tax
    liabilities.
    The
    ability of our board of trustees to revoke our REIT
    qualification without shareholder approval may cause adverse
    consequences to our shareholders.
    The
    ability of our board of trustees to change our major policies
    may not be in your interest.
   26




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If we
    fail to implement and maintain an effective system of internal
    controls, we may not be able to accurately determine our
    financial results or prevent fraud. As a result, our investors
    could lose confidence in our reported financial information,
    which could harm our business and the market value of our common
    shares.
    Complying
    with REIT requirements may cause us to forego otherwise
    attractive opportunities or liquidate otherwise attractive
    investments.
      We
    have not established a minimum distribution payment level and we
    may be unable to generate sufficient cash flows from our
    operations to make distributions to our shareholders at any time
    in the future.
   27




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
    our inability to invest the proceeds of the offering;
    our inability to realize attractive returns on our investments;
    unanticipated expenses that reduce our cash flow or non-cash
    earnings;
    defaults in our investment portfolio or decreases in the value
    of the underlying assets; and
    the fact that anticipated operating expense levels may not prove
    accurate, as actual results may vary from estimates.      The
    market price of our equity securities may vary substantially,
    which may limit your ability to liquidate your
    investment.
      
    actual or anticipated variations in our quarterly results of
    operations;
    changes in market valuations of companies in the hotel or real
    estate industries;
    changes in expectations of future financial performance or
    changes in estimates of securities analysts;
    fluctuations in stock market prices and volumes;
    issuances of common shares or other securities in the future; 28




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
    the addition or departure of key personnel;
    announcements by us or our competitors of acquisitions,
    investments or strategic alliances; and
    unforeseen events beyond our control, such as terrorist attacks,
    travel related health concerns including pandemics and epidemics
    such as H1N1 influenza, avian bird flu and SARS, political
    instability, regional hostilities, increases in fuel prices,
    imposition of taxes or surcharges by regulatory authorities,
    travel related accidents and unusual weather patterns, including
    natural disasters such as hurricanes, tsunamis or earthquakes.    The
    number of shares available for future sale could adversely
    affect the market price of our common shares.
      Future
    offerings of debt or equity securities ranking senior to our
    common shares or incurrence of debt (including under our credit
    facility) may adversely affect the market price of our common
    shares.
    Item 1B.
    Unresolved
    Staff Comments   29




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Item 2.
    Properties    PurchaseManagement

Date of

Year

Number of

Purchase

Price per

AssumedProperty

Location

Company

Acquisition

Opened

Rooms

Price

Room

Debt(Unaudited)Homewood Suites by Hilton Boston-Billerica/Bedford/Burlington

Billerica,
    Massachusetts

Hilton

23-Apr-10

1999

147

$12.5 million

$85,714

Homewood Suites by Hilton Minneapolis-Mall of America

Bloomington,
    Minnesota

Hilton

23-Apr-10

1998

144

$18.0 million

$125,000

Homewood Suites by Hilton Nashville-Brentwood

Brentwood,
    Tennessee

Hilton

23-Apr-10

1998

121

$11.3 million

$93,388

Homewood Suites by Hilton Dallas-Market Center

Dallas, Texas

Hilton

23-Apr-10

1998

137

$10.7 million

$78,102

Homewood Suites by Hilton Hartford-Farmington

Farmington,
    Connecticut

Hilton

23-Apr-10

1999

121

$11.5 million

$95,041

Homewood Suites by Hilton Orlando-Maitland

Maitland,
    Florida

Hilton

23-Apr-10

2000

143

$9.5 million

$66,433

Homewood Suites by Hilton Carlsbad (North San Diego County)

Carlsbad,
    California

Island
    Hospitality

3-Nov-10

2008

145

$32.0 million

$220,690

Hampton Inn & Suites Houston-Medical Center

Houston,
    Texas

Island
    Hospitality

2-Jul-10

1997

120

$16.5 million

$137,500

Courtyard Altoona

Altoona,
    Pennsylvania

Concord

24-Aug-10

2001

105

$11.3 million

$107,619

$7.0 millionSprinthill Suites Washington

Washington,
    Pennsylvania

Concord

24-Aug-10

2000

86

$12.0 million

$139,535

$5.4 millionResidence Inn Long Island Holtsville

Holtsville,
    New York

Island
    Hospitality

3-Aug-10

2004

124

$21.3 million

$171,774

Residence Inn White Plains

White Plains,
    New York

Island
    Hospitality

23-Sep-10

1982

133

$21.2 million

$159,398

Residence Inn New Rochelle

New Rochelle,
    New York

Island
    Hospitality

5-Oct-10

2000

124

$21.0 million

$169,355

Total/Weighted Average









1,650

$208.8 million

$126,606

$12.4 million       Item 3.
    Legal
    Proceedings    Item 4.
    Removed
    and Reserved PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
   30




---



##### 



2010High

Low

DividendsFirst quarter

$



$



$
Second quarter (From April 16, 2010)


20.70



17.45



Third quarter


18.92



14.25



0.175Fourth quarter


19.46



16.11



0.175   Shareholder
    Information
    Initial

Value of InitialInvestment at

Investment atApril 21, 2010

December 31, 2010Chatham Lodging Trust

$
100.00


$
87.13Russell 2000 Index

$
100.00


$
109.57FTSE NAREIT All Equity REIT Index

$
100.00


$
110.50FTSE NAREIT Lodging/Resorts Index

$
100.00


$
106.10   
   31




---



##### 



Distribution
    Information
    
    90% of our REIT taxable income determined without regard to the
    dividends paid deduction and excluding net capital gains, plus;
    90% of the excess of our net income from foreclosure property
    over the tax imposed on such income by the Code, minus
    Any excess non-cash income (as defined in the Code).    CommonShareQuarter to Which

Record


Payment


Distribution


OrdinaryDistribution Relates

Date


Date


Amount


IncomeSecond quarter (From April 16, 2010)









$



$
Third quarter


10/15/2010



10/29/2010



0.175



0.175Fourth quarter


12/31/2010



1/14/2011



0.175



0.175$
0.350


$
0.350   Equity
    Compensation Plan Information
    Number of SecuritiesNumber of Securities to be

Weighted-Average

Remaining AvailableIssued Upon Exercise

Exercise Price of

for Future Issuance underof Outstanding Options,

Outstanding Options,

Equity CompensationWarrants and Rights

Warrants and Rights

PlansEquity compensation plans approved by security holders(1)










223,834Equity compensation plans not approved by security holders










Total










223,834     (1)
    
    Our Equity Incentive Plan was approved by our companys
    sole trustee and our companys sole shareholder prior to
    completion of our IPO.  Securities
    Sold
   32




---



##### 



Use of
    Proceeds
  Form S-11, No. 333-162889)
  Underwriting discounts and commissions

$
12.1Expenses paid to or for our underwriters


0.0Other expenses


1.7Total underwriting discounts and expenses

$
13.8     Issuer
    Purchases of Equity Securities
   33




---



##### 



Item 6.
    Selected
    Financial Data  Form 10-K.
  Year EndedDecember 31,2010Statement of Operations Data:Total revenue

$
25,470Hotel operating expenses


15,025General and administrative


3,547Hotel property acquisition costs


3,189Property taxes and insurance


1,606Depreciation and amortization


2,564Total operating expenses


25,931Operating loss


(461
)Interest expense, including amortization of deferred financing
    fees


(932
)Interest and other income


193Loss before income tax expense


(1,200
)Income tax expense


(17
)Net loss attributable to common shareholders

$
(1,217
)Loss per common share, basic and diluted

$
(0.20
)Weighted average number of common shares, basic and diluted


6,377,333Other Data:Cash provided by operating activities


5,274Cash used in investing activities


(201,511
)Cash provided by financing activities


200,981Cash dividends declared per common share


0.35   34




---



##### 



As of December 31,


As of December 31,2010


2009(Audited)


(Audited)(In thousands)


(In thousands)Balance Sheet Data:Investment in hotel properties, net

$
208,080


$
Cash and cash equivalents


4,768



24Restricted cash


3,018



Hotel receivables (net of allowance for doubtful accounts)


891



Deferred costs, net


4,710



Prepaid expenses and other assets


735



Total assets

$
222,202


$
24Debt

$
50,133


$
Accounts payable and accrued expenses


5,248



14Distributions payable


1,657



Total liabilities


57,038



14Total shareholders equity


164,739



10Noncontrolling interest in operating partnership


425



Total liabilities and equity

$
222,202


$
24   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
         35




---



##### 



day-to-day
  ® ® ® ® ®
    
    principal customer base includes business travelers who are on
    extended assignments and corporate relocations;
    services and amenities include complimentary breakfast and
    evening hospitality hour, high-speed internet access, in-room
    movie channels, limited meeting space, daily linen and room
    cleaning service,
    24-hour
    front desk, guest grocery services, and an
    on-site
    maintenance staff; and
    physical facilities include large suites, quality construction,
    full separate kitchens in each guest suite, quality room
    furnishings, pool, and exercise facilities.  ® ® ®
      Financial
    Condition and Operating Performance Metrics
    
    Revenue per Available Room (RevPAR),
    Average Daily Rate (ADR),
    Occupancy percentage, 36




---



##### 




    Funds From Operations (FFO),
    Adjusted FFO,
    Earnings before interest, taxes, depreciation and amortization
    (EBITDA), and
    Adjusted EBITDA.      Results
    of Operations
  Industry
    outlook
      Year
    ended December 31, 2010
     37




---



##### 



Revenue
      Year EndedDecember 31, 2010PortfolioADR

$
109.15Occupancy


74.5
%RevPar

$
81.35   Hotel
    Operating Expenses
    Depreciation
    and Amortization
    Property
    Taxes and Insurance
    General
    and Administrative
    Hotel
    Property Acquisition Costs
   38




---



##### 



Interest
    and Other Income
    Interest
    Expense
    Income
    Tax Expense
    Material
    Trends or Uncertainties
  Form 10-K.
  Non-GAAP Financial
    Measures
       39




---



##### 



For the Year EndedDecember 31, 2010Funds From Operations (FFO):Net loss attributable to common shareholders

$
(1,217
)Depreciation


2,537FFO


1,320Hotel property acquisition costs


3,189Other charges included in general and administrative expenses


345Adjusted FFO

$
4,854Weighted average number of common sharesBasic


6,377,333Diluted


6,377,333         For the Year EndedDecember 31, 2010Earnings Before Interest, Taxes,Depreciation and Amortization (EBITDA):Net loss attributable to common shareholders

$
(1,217
)Interest expense


932Income tax expense


17Depreciation and amortization


2,564EBITDA


2,296Hotel property acquisition costs


3,189Share based compensation


1,070Other charges included in general and administrative expenses(1)


345Adjusted EBITDA

$
6,900     (1)
    
    Includes $87 of share based compensation related to the
    departure of the former chief financial officer 40




---



##### 




    FFO, Adjusted FFO, EBITDA and Adjusted EBITDA do not reflect our
    cash expenditures, or future requirements, for capital
    expenditures or contractual commitments;
    FFO, Adjusted FFO, EBITDA and Adjusted EBITDA do not reflect
    changes in, or cash requirements for, our working capital needs;
    FFO, Adjusted FFO, EBITDA and Adjusted EBITDA do not reflect
    funds available to make cash distributions;
    EBITDA and Adjusted EBITDA do not reflect the significant
    interest expense, or the cash requirements necessary to service
    interest or principal payments, on our debts;
    although depreciation and amortization are non-cash charges, the
    assets being depreciated and amortized may need to be replaced
    in the future, and FFO, Adjusted FFO, EBITDA and Adjusted EBITDA
    do not reflect any cash requirements for such replacements;
    non-cash compensation is and will remain a key element of our
    overall long-term incentive compensation package, although we
    exclude it as an expense when evaluating our ongoing operating
    performance for a particular period using Adjusted EBITDA;
    Adjusted FFO and Adjusted EBITDA do not reflect the impact of
    certain cash charges (including acquisition transaction costs)
    that result from matters we consider not to be indicative of the
    underlying performance of our hotel properties; and
    other companies in our industry may calculate FFO, Adjusted FFO,
    EBITDA and Adjusted EBITDA differently than we do, limiting
    their usefulness as a comparative measure.    Sources
    and Uses of Cash
     41




---



##### 



Liquidity
    and Capital Resources
          Lenders

Facility Amount

Interest Rate

Term

SecurityBarclays Capital; Regions Capital Markets; Credit Agricole
    Corporate and Investment Bank; UBS Securities and US Bank
    National Association

$85,000,000(1)

Our choice of (i) LIBOR(2) (floor of 1.25%) + a margin between
    3.25% and 4.25%, depending on our leverage ratio(3); or (ii)
    base rate(4) + 2.25% to 3.25%, depending on our leverage ratio(3)

3 years (October 12, 2013)

All borrowing base properties(5), including any related personal
    property, and the equity interests of certain of our
    subsidiaries     (1)
    
    Subject to the consent of the lenders, we may increase the
    facility amount by an additional $25 million, for an
    aggregate principal amount of $110 million.(2)
    
    LIBOR means London Interbank Offered Rate.(3)
    
    Leverage ratio is the ratio of our consolidated total debt to
    the total value of our assets for the four fiscal quarters most
    recently ended at the time of calculation.(4)
    
    Base rate means for any day a fluctuating annual rate equal to
    the highest of (a) the federal funds rate plus 0.50%,
    (b) the administrative agent banks then-current
    prime rate and (c) one-month LIBOR (subject to
    a 1.25% floor) plus 1.00%.(5)
    
    Borrowing base properties are subject to lender approval as set
    forth in the credit facility agreements.   42




---



##### 



Capital
    Expenditures
  agreed-upon
 43




---



##### 



Related
    Party Transactions
  Form 10-K.
  Contractual
    Obligations
    Payments Due by PeriodLess Than


One to


Three to


More ThanContractual Obligations

Total


One Year


Three Years


Five Years


Five YearsCorporate office lease

$
178


$
37


$
77


$
64


$
Revolving credit facility, including interest(1)


43,127



1,937



41,190







Ground lease


12,897



201



408



417



11,871Property Loans, including interest(1)


15,424



1,050



2,100



12,275



$
71,626


$
3,225


$
43,775


$
12,756


$
11,871     (1)
    
    Assumes no additional borrowings under the revoling credit
    facility and interest payments are based on the interest rate in
    effect as of December 31, 2010. See Note 6,
    Debt to our consolidated financial statements for
    additional information relating to our property loans.    Inflation
    Critical
    Accounting Policies
   44




---



##### 



Investment
    in Hotel Properties
    and/or
  and/or
    
 Revenue
    Recognition
    
 Share-Based
    Compensation
   45




---



##### 



Income
    Taxes
    Recently
    Issued Accounting Standards
    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Interest
    rate risk
     46




---



##### 



Expected
    Maturities
  Fair2011


2012


2013


2014


2015


Thereafter


Total


ValueLiabilitiesFloating rate:Debt









$
37,800














$
37,800


$
37,805Average interest rate(1)


4.50
%


4.50
%


4.50
%














4.50
%Fixed rate:Debt

$
334


$
354


$
375


$
398


$
4,958


$
5,914


$
12,333


$
12,574Average interest rate


5.90
%


5.90
%


5.90
%


5.90
%


5.85
%


5.96
%


5.91
%     (1)
    
    LIBOR floor rate of 1.25% plus a margin of 3.25% at
    December 31, 2010. The one-month LIBOR rate was 0.26% at
    December 31, 2010.    Item 8.
    Consolidated
    Financial Statements and Supplementary Data  page F-1.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rule 13a-15(b)
      Item 9B.
    Other
    Information   47




---



##### 



PART III  Item 10.
    Trustees,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Trustee
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules        page F-23:
    Regulation S-X
    Form 10-K:
 48




---



##### 



EXHIBIT INDEX
  ExhibitNumber

Exhibit Description3
.1

Form of Amended and Restated Declaration of Trust of Chatham
    Lodging Trust(1)3
.2

Form of Bylaws of Chatham Lodging Trust(1)3
.3

Agreement of Limited Partnership of Chatham Lodging, L.P.(1)10
.1

Chatham Lodging Trust Equity Incentive Plan(2)10
.2(a)

Form of Employment Agreement between Chatham Lodging Trust and
    Jeffrey H. Fisher(1)10
.2(b)

Form of Employment Agreement between Chatham Lodging Trust and
    Peter Willis(1)10
.2(c)

Form of Employment Agreement between Chatham Lodging Trust and
    Dennis M. Craven(3)10
.3

Subscription Agreement, dated November 3, 2009, between Jeffrey
    H. Fisher and Chatham Lodging Trust(4)10
.4(a)

Purchase and Sale Agreement and Escrow Instructions, dated
    November 16, 2009, by and among Chatham Lodging Trust and
    certain affiliates of RLJ Development, LLC, for six Homewood
    Suites hotels(5)10
.4(b)

First Amendment to Purchase and Sale Agreement and Escrow
    Instructions for six Homewood Suites hotels, dated December 24,
    2009(1)10
.5

Agreement of Purchase and Sale, dated as of May 18, 2010, by and
    among Chatham Lodging Trust, as purchaser, and certain
    affiliates of Moody National Companies, as sellers, for the
    Residence Inn by Marriott, White Plains, NY; Hampton Inn &
    Suites Houston  Medical Center, Houston, TX;
    SpringHill Suites by Marriott, Washington, PA; and Courtyard by
    Marriott, Altoona, PA(2)10
.6

Agreement of Purchase and Sale, dated as of June 17, 2010, by
    and among Chatham Lodging Trust, as purchaser, and Holtsville
    Hotel Group LLC and FB Holtsville Utility LLC, as sellers, for
    the Residence Inn Long Island Holtsville, Holtsville, NY(2)10
.7

Agreement of Purchase and Sale, dated as of August 6, 2010, by
    and between Chatham Lodging Trust, as purchaser, and New Roc
    Hotels, LLC, as seller, for the Residence Inn New Rochelle,
    New Rochelle, NY(3)10
.8

Agreement of Purchase and Sale, dated as of August 18, 2010, by
    and among Chatham Lodging Trust, as purchaser, and Royal
    Hospitality Washington, LLC and Lee Estates, LLC, as sellers,
    for the Homewood Suites Carlsbad, Carlsbad, CA(3)10
.9

Form of Indemnification Agreement between Chatham Lodging Trust
    and its officers and trustees(1)10
.10

Form of LTIP Unit Vesting Agreement(1)10
.11

Form of Share Award Agreement for Trustees(1)10
.12

Form of Share Award Agreement for Officers(2)10
.13

Form of IHM Hotel Management Agreement(1)10
.14

Credit Agreement, dated as of October 12, 2010, among Chatham
    Lodging Trust, Chatham Lodging, L.P., as borrower, the lenders
    and other guarantors party thereto and Barclays Bank PLC, as
    administrative agent(6)21
.1

List of Subsidiaries of Chatham Lodging Trust23
.1

PricewaterhouseCoopers LLP Consent to include Report on
    Financial Statements of Chatham Lodging Trust31
.1

Certification of Chief Executive Officer pursuant to Rule
    13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
    amended, as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200231
.2

Certification of Chief Financial Officer pursuant to Rule
    13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as
    amended, as adopted pursuant to Section 302 of the
    Sarbanes-Oxley Act of 200232
.1

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002  49




---



##### 



(1)
    
    Incorporated by reference to Amendment No. 4 to the
    Registrants Registration Statement on
    Form S-11
    filed with the SEC on February 12, 2010 (File
    No. 333-162889).(2)
    
    Incorporated by reference to the Registrants Quarterly
    Report on
    Form 10-Q
    filed with the SEC on August 13, 2010 (File
    No. 001-34693).(3)
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-11
    filed with the SEC on October 28, 2010 (File
    No. 333-170176).(4)
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-11
    filed with the SEC on November 4, 2009 (File
    No. 333-162889).(5)
    
    Incorporated by reference to Amendment No. 1 to the
    Registrants Registration Statement on
    Form S-11
    filed with the SEC on December 7, 2009 (File
    No. 333-162889).(6)
    
    Incorporated by reference to the Registrants Current
    Report on
    Form 8-K
    filed with the SEC on October 18, 2010. 50




---



##### 



SIGNATURE
    CHATHAM LODGING TRUST
  Jeffrey
    H. Fisher
  Jeffrey H. Fisher
 
         Signature

Title

Date/s/  JEFFERY
    H. FISHERJeffrey
    H. Fisher

Chairman of the Board, President and Chief Executive Officer,
    (Principal Executive Officer)

March 9, 2011/s/  DENNIS M. CRAVENDennis
    M. Craven

Executive Vice President and Chief Financial Officer (Principal
    Financial and Accounting Officer)

March 9, 2011/s/  MILES
    BERGERMiles
    Berger

Trustee

March 9, 2011/s/  THOMAS
    J. CROCKERThomas
    J. Crocker

Trustee

March 9, 2011/s/  JACK
    P. DEBOERJack
    P. DeBoer

Trustee

March 9, 2011/s/  GLEN
    R. GILBERTGlen
    R. Gilbert

Trustee

March 9, 2011/s/  C.
    GERALD GOLDSMITH
    C. Gerald Goldsmith

Trustee

March 9, 2011/s/  ROBERT
    PERLMUTTERRobert
    Perlmutter

Trustee

March 9, 2011/s/  ROLF
    E. RUHFUSRolf
    E. Ruhfus

Trustee

March 9, 2011/s/  JOEL
    F. ZEMANSJoel
    F. Zemans

Trustee

March 9, 2011  51




---



##### 



CHATHAM
    LODGING TRUST
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
  PageNo.Report of Independent Registered Certified Public
    Accounting Firm


F-2Consolidated Balance Sheets at December 31,
    2010 and 2009


F-3Consolidated Statement of Operations for the year
    ended December 31, 2010


F-4Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2010 and 2009


F-5Consolidated Statement of Cash Flows for the year
    ended December 31, 2010


F-6Notes to Consolidated Financial Statements


F-7Financial Statement ScheduleSchedule III  Real Estate and
    Accumulated Depreciation at December 31, 2010


F-23  F-1




---



##### 



Report of
    Independent Registered Certified Public Accounting
    Firm       
    F-2




---



##### 



CHATHAM
    LODGING TRUST
  Consolidated Balance Sheets
 December 31,
    2010 and 2009
  2010


2009(In thousands, except share data)ASSETS:Investment in hotel properties, net

$
208,080


$
Cash and cash equivalents


4,768



24Restricted cash


3,018



Hotel receivables (net of allowance for doubtful accounts of
    approximately $15 and $0, respectively)


891



Deferred costs, net


4,710



Prepaid expenses and other assets


735



Total assets

$
222,202


$
24LIABILITIES AND EQUITY:Debt

$
50,133


$
Accounts payable and accrued expenses


5,248



14Distributions payable


1,657



Total liabilities


57,038



14Commitments and contingenciesEQUITY:Shareholders Equity:Preferred shares, $0.01 par value, 100,000,000 shares
    authorized and unissued at December 31






Common shares, $0.01 par value, 500,000,000 shares
    authorized; 9,208,750 and 1,000 shares issued and
    outstanding at December 31


92



Additional paid-in capital


170,250



10Unearned compensation


(1,162
)


Accumulated deficit


(4,441
)


Total shareholders equity


164,739



10Noncontrolling Interests:Noncontrolling Interest in Operating Partnership


425



Total equity


165,164



10Total liabilities and equity

$
222,202


$
24    F-3




---



##### 



CHATHAM
    LODGING TRUST
  Consolidated Statement of Operations
 for
    the year ended December 31, 2010
  2010(In thousands, except share and per share data)Revenue:Room

$
24,743Other operating


727Total revenue


25,470Expenses:Hotel operating expenses:Room


5,989Other operating


9,036Total hotel operating expenses


15,025Depreciation and amortization


2,564Property taxes and insurance


1,606General and administrative


3,547Hotel property acquisition costs


3,189Total operating expenses


25,931Operating loss


(461
)Interest and other income


193Interest expense, including amortization of deferred fees


(932
)Loss before income tax expense


(1,200
)Income tax expense


(17
)Net loss attributable to common shareholders

$
(1,217
)Loss per Common Share  Basic:Net loss attributable to common shareholders (Note 10)

$
(0.20
)Loss per Common Share  Diluted:Net loss attributable to common shareholders (Note 10)

$
(0.20
)Weighted average number of common shares outstanding:Basic


6,377,333Diluted


6,377,333    F-4




---



##### 



CHATHAM
    LODGING TRUST
  Consolidated Statements of Equity
 for
    the years ended December 31, 2010 and 2009
  NoncontrollingAdditional








Total


Interest inCommon Shares


Paid-In


Unearned


Accumulated


Shareholders


Operating


TotalShares


Amount


Capital


Compensation


Deficit


Equity


Partnership


Equity(In thousands, except share data)Issuance of shares 10/26/2009


1,000


$



$
10


$



$



$
10


$



$
10Balance, December 31, 2009


1,000







10











10







10Issuance of shares, net of offering costs of $13,752


9,125,000



91



168,657











168,748







168,748Repurchase of common shares


(1,000
)






(10
)










(10
)






(10
)Issuance of restricted shares


87,000



1



1,654



(1,655
)














Forfeiture of restricted shares


(3,250
)






(61
)


61















Amortization of share based compensation














432







432



515



947Dividends declared on common shares


















(3,224
)


(3,224
)






(3,224
)Distributions on LTIP units


























(90
)


(90
)Net loss


















(1,217
)


(1,217
)






(1,217
)Balance, December 31, 2010


9,208,750


$
92


$
170,250


$
(1,162
)

$
(4,441
)

$
164,739


$
425


$
165,164    F-5




---



##### 



CHATHAM
    LODGING TRUST
  Consolidated
    Statement of Cash Flows
 for
    the year ended December 31, 2010
  2010(In thousands)Cash flows from operating activities:Net loss

$
(1,217
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation


2,537Amortization of deferred franchise fees


27Amortization of deferred financing fees included in interest
    costs


280Share based compensation


1,157Changes in assets and liabilities:Hotel receivables


(336
)Deferred costs


(1,218
)Prepaid expenses and other assets


(76
)Accounts payable and accrued expenses


4,120Net cash provided by operating activities


5,274Cash flows from investing activities:Improvements and additions to hotel properties


(3,610
)Acquisition of hotel properties, net of cash acquired
    (Note 3)


(197,525
)Restricted cash


(376
)Net cash used in investing activities


(201,511
)Cash flows from financing activities:Net borrowings from revolving credit facility


37,800Payments of debt


(101
)Payment of financing costs


(3,799
)Payment of offering costs


(13,752
)Proceeds from issuance of common shares


182,490Distributions-common shares/units


(1,657
)Net cash provided by financing activities


200,981Net change in cash and cash equivalents


4,744Cash and cash equivalents, beginning of period


24Cash and cash equivalents, end of period

$
4,768Supplemental disclosure of cash flow information:Cash paid for interest

$
527Cash paid for income taxes

$
27            F-6




---



##### 



CHATHAM
    LODGING TRUST
  Notes
    to the Consolidated Financial Statements
  1.
    Organization          day-to-day
  2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
   F-7




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Use of
    Estimates
    Investment
    in Hotel Properties
    and/or
  and/or
   F-8




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Cash
    and Cash Equivalents
    Restricted
    Cash
    Hotel
    Receivables
    Deferred
    Costs
    Prepaid
    Expenses and Other Assets
    Revenue
    Recognition
    Share-Based
    Compensation
   F-9




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Earnings
    Per Share
    Income
    Taxes
       F-10




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Organizational
    and Offering Costs
  The Company expenses organizational costs as
    incurred.
  Recently
    Issued Accounting Standards
    3.
    Acquisition
    of Hotel Properties  Acquisition
    of Hotel Properties
        ®
      Carlsbad-North San Diego
 F-11




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  Hotel
    Management Agreements
  agreed-upon
  5-year
    Hotel
    Franchise Agreements
  ® 5-year
     F-12




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    ®
      Hotel
    Purchase Price Allocation
    Hampton Inn &Initial


Suites


Residence InnAcquisition


Houston


Holtsville


Moody Three


Residence Inn


Homewood SuitesHotels


Houston, TX


Holtsville, NY


Portfolio


New Rochelle


Carlsbad, CA


TotalLand

$
12,120


$
3,200


$
2,200


$
3,200


$



$
3,900


$
24,620Building and improvements


57,976



12,708



18,765



39,099



20,281



27,520



176,349Furniture, fixtures and equipment


3,421



325



335



943



434



580



6,038Cash


30



2



2



7



3



4



48Restricted cash














2,642











2,642Accounts receivable


379



24







106



46







555Prepaid expenses and other assets


31







83



310



170



65



659Debt














(12,434
)










(12,434
)Accounts payable and accrued expenses


(440
)


(148
)


(56
)


(180
)


(36
)


(44
)


(904
)Net assets acquired

$
73,517


$
16,111


$
21,329


$
33,693


$
20,898


$
32,025


$
197,573Net assets acquired, net of cash

$
73,487


$
16,109


$
21,327


$
33,686


$
20,895


$
32,021


$
197,525  F-13




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
      Pro
    Forma Financial Information
    For the Year EndedDecember 31, 2010(Unaudited)Pro forma total revenue

$
54,984Pro forma total hotel expense


32,507Pro forma total operating expenses


48,616Pro forma operating income


6,368Pro forma net income

$
5,186Pro forma income per share:Basic and diluted

$
0.56Weighted average Common Shares OutstandingBasic and diluted


9,208,750   4.
    Allowance
    for Doubtful Accounts   F-14




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  5.
    Investment
    in Hotel Properties    December 31, 2010Land and improvements

$
24,620Building and improvements


176,354Furniture, fixtures and equipment


6,138Construction in progress


3,505210,617Less accumulated depreciation


(2,537
)Investment in hotel properties, net

$
208,080   6.
    Debt    Altoona Loan


Washington LoanBalance at December 31, 2010

$
6,924


$
5,408Interest rate


5.96
%


5.84
%Maturity


April 1, 2016



April 1, 2015Monthly principal and interest payment

$
49


$
39Minimum debt service coverage ratio


1.5
x


1.65x      F-15




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    1
      Amount2011

$
3342012


3542013


38,1752014


3982015


4,958Thereafter


5,914$
50,133   7.
    Income
    Taxes   F-16




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Year EndedDecember 31, 2010Current:Federal

$
(13
)State


(4
)Income tax expense

$
(17
)     December 31, 2010Deferred tax assets:Net operating loss carryforwards

$
106Valuation allowance


(106
)Net deferred tax asset

$
   8.
    Dividends
    Declared and Paid    9.
    Shareholders
    Equity     F-17




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  10.
    Earnings
    Per Share    For the Year Ended2010Numerator:Net loss attributable to common shareholders

$
(1,217
)Dividends paid on unvested restricted shares


(27
)Undistributed earnings attributable to unvested restricted shares


Net loss attributable to common shareholders excluding amounts
    attributable to unvested restricted shares

$
(1,244
)Denominator:Weighted average number of common shares  basic


6,377,333Effect of dilutive securities:Unvested restricted shares(1)


Compensation-related shares


Weighted average number of common shares  diluted


6,377,333Basic Earnings per Common Share:Net loss attributable to common shareholders per weighted
    average common share excluding amounts attributable to unvested
    restricted shares

$
(0.20
)Diluted Earnings per Common Share:Net loss attributable to common shareholders per weighted
    average common share excluding amounts attributable to unvested
    restricted shares

$
(0.20
)     (1)
    
    Anti-dilutive for all periods presented.  11.
    Equity
    Incentive Plan     F-18




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    Restricted
    Share Awards
      Weighted Number of


Average GrantShares


Date Fair ValueNonvested at January 1, 2010





$
Granted


87,000



19.02Vested


(7,200
)


18.86Forfeited


(3,250
)


18.86Nonvested at December 31, 2010


76,550


$
19.04     Long-Term
    Incentive Plan Units
  one-for-one
 F-19




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
          12.
    Commitments
    and Contingencies  Litigation
    Hotel
    Ground Rent
     F-20




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
    2011


2012012


2032013


2052014


2072015


210Thereafter


11,871Total


12,897   Condominium
    Leases
      13.
    Related
    Party Transactions     F-21




---



##### 



CHATHAM
    LODGING TRUST
  Notes to
    the Consolidated Financial
    Statements  (Continued)
  14.
    Quarterly
    Operating Results (unaudited)  Quarter Ended  2010March 31


June 30


September 30


December 31(In thousands, except per share data)Total revenue

$



$
4,658


$
8,383


$
12,429Total operating expenses






5,291



8,720



11,920Operating income (loss)






(633
)


(337
)


509Net loss attributable to common shareholders






(642
)


(288
)


(287
)Loss per common share, basic and diluted(1)






(0.09
)


(0.03
)


(0.03
)     (1)
    
    The sum of per share amounts for the four quarters may differ
    from the annual per share amounts due to the required method of
    computing weighted-average number of common shares outstanding
    in the respective periods.  15.
    Subsequent
    Events     F-22




---



##### 



CHATHAM
    LODGING TRUSTSCHEDULE 3 - REAL ESTATE AND ACCUMULATED
    DEPRECIATION
    December 31, 2010
  Initial Cost





Cost Cap. Sub.


Gross Amount at End of YearYear of








Buildings &


Cost Cap. Sub.


to Acq. Bldg &





Buildings &





Bldg &


Accumulated


DepreciationDescription

Acquisition


Encurmbrances


Land


Improvements


to Acq. Land


Improvements


Land


Improvements


Total


Improvements


Depreciation


Life(In thousands)Homewood Suites Orlando  Maitland, FL


2010



(1
)


1,800



7,200











1,800



7,200



9,000



7,200



125



40 YearsHomewood Suites Boston  Billerica, MA


2010



(1
)


1,470



10,555







2



1,470



10,557



12,027



10,557



183



40 YearsHomewood Suites Minneapolis  Mall of America,
    Bloomington, MN


2010



(1
)


3,500



13,960







1



3,500



13,961



17,461



13,961



242



40 YearsHomewood Suites Nashville  Brentwood, TN


2010



(1
)


1,525



9,300







1



1,525



9,301



10,826



9,301



161



40 YearsHomewood Suites Dallas  Market Center, Dallas, TX


2010



(1
)


2,500



7,583







1



2,500



7,584



10,084



7,584



131



40 YearsHomewood Suites Hartford  Farmington, CT


2010



(1
)


1,325



9,375







2



1,325



9,377



10,702



9,377



162



40 YearsHampton Inn & Suites Houston  Houston, TX


2010



(1
)


3,200



12,709











3,200



12,709



15,909



12,709



159



40 YearsResidence Inn Holtsville  Holtsville, NY


2010



(1
)


2,200



18,765











2,200



18,765



20,965



18,765



194



40 YearsCourtyard Altoona  Altoona, PA


2010



6,924







10,730















10,730



10,730



10,730



95



40 YearsSpringhill Suites Washington  Washington, PA


2010



5,408



1,000



10,692











1,000



10,692



11,692



10,692



95



40 YearsResidence Inn White Plains  White Plains, NY


2010



(1
)


2,200



17,677











2,200



17,677



19,877



17,677



121



40 YearsResidence Inn New Rochelle  New Rochelle, NY


2010



(1
)






20,281















20,281



20,281



20,281



122



40 YearsHomewood Suites Carlsbad  Carlsbad, CA


2010



(1
)


3,900



27,520











3,900



27,520



31,420



27,520



111



40 YearsGrand Total(s)










24,620



176,347







7



24,620



176,354



200,974



176,354



1,901     (1)
    
    This property is pledged as collatral to borrowings made under
    the revolving credit facility obtained on October 12, 2010,
    which had outstanding borrowings of $37,800 as of
    December 31, 2010. F-23




---



##### 





Notes:
    Balance as of December 31, 2009

$
Acquisitions


200,967Capital expenditures and transfers from
    construction-in-progress


7Balance as of December 31, 2010

$
200,974     Balance as of December 31, 2009

$
Depreciation and amortization


1,901Balance as of December 31, 2010

$
1,901  F-24