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, 2010
 OR
 o
    
    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 001-34571
 PEBBLEBROOK HOTEL TRUST
 Maryland 
(State of Incorporation or Organization)
    
    27-1055421
(IRS Employer Identification No.)2 Bethesda Metro Center, Suite 1530
Bethesda, Maryland
(Address of Principal Executive Offices)
    
    20814
(Zip Code)
 240-507-1300
 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
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 þ o
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  Large accelerated filer o
Accelerated filer þ
Non-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company o o þ
   DOCUMENTS INCORPORATED BY REFERENCE




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Pebblebrook Hotel Trust
 TABLE OF CONTENTS
 PageCautionary Statement About Forward-Looking Statements
    
    
    1PART I1.
    
    Business
    
    
    21A.
    
    Risk Factors
    
    
    51B.
    
    Unresolved Staff Comments
    
    
    232.
    
    Properties
    
    
    243.
    
    Legal Proceedings
    
    
    254.
    
    Removed and Reserved
    
    
    25PART II5.
    
    Market for
Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
    
    
    256.
    
    Selected Financial Data
    
    
    277.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    297A.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    368.
    
    Consolidated Financial Statements and Supplementary Data
    
    
    379.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    379A.
    
    Controls and Procedures
    
    
    379B.
    
    Other Information
    
    
    37PART III10.
    
    Trustees, Executive Officers and Corporate Governance
    
    
    3711.
    
    Executive Compensation
    
    
    3812.
    
    Security Ownership
of Certain Beneficial Owners and Management and Related Shareholder Matters
    
    
    3813.
    
    Certain Relationships and Related Transactions, and Trustee Independence
    
    
    3814.
    
    Principal Accountant Fees and Services
    
    
    38PART IV15.
    
    Exhibits and Financial Statement Schedules
    
    
    38




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CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
  
    
    the timing and availability of potential hotel acquisitions and our ability to
identify and complete hotel acquisitions in accordance with our business strategy;
    
    risks associated with the hotel industry, including competition, increases in
employment costs, energy costs and other operating costs, or decreases in demand
caused by actual or threatened terrorist attacks, any type of flu or
disease-related pandemic, or downturns in general and local economic conditions;
    
    the availability and terms of financing and capital and the general volatility
of securities markets;
    
    our dependence on third-party managers of our hotels, including our inability to
implement strategic business decisions directly;
    
    risks associated with the real estate industry, including environmental
contamination and costs of complying with the Americans with Disabilities Act and
similar laws;
    
    interest rate increases;
    
    our possible failure to qualify as a real estate investment trust (REIT) under
the Internal Revenue Code of 1986, as amended (the Code) and the risk of changes
in laws affecting REITs;
    
    the possibility of uninsured losses;
    
    risks associated with redevelopment and repositioning projects, including delays
and cost overruns; and
    
    the other factors discussed under the heading Risk Factors in this Annual
Report on Form 10-K.
   1




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PART I
 
 Item 1. Business.
 General
   Business Objectives and Strategies
   
    
    premier locations, facilities and other competitive advantages not easily
replicated;
    
    significant barriers-to-entry in the market, such as scarcity of development
sites, regulatory hurdles, high per-room development costs and long lead times for
new development;
    
    acquisition prices at a significant discount to replacement cost;
    
    properties not subject to long-term management contracts with hotel management
companies;
    
    potential return on investment initiatives, including redevelopment, rebranding,
redesign, expansion and change of management;
    
    opportunities to implement value-added operational improvements; and
    
    strong demand growth characteristics supported by favorable demographic
indicators.
  2




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Financing Strategies
    Competition
   3




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Seasonality
  Governmental Environmental Regulations
     Tax Status
   4




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Employees
  Available Information
 www.pebblebrookhotels.com www.sec.gov
 
 Item 1A. Risk Factors.
   Risks Related to Our Business and Properties
 We have a limited operating history and may not be able to successfully operate our business
or generate sufficient operating cash flows to make or sustain distributions to our shareholders.
   The purchase of properties we put under contract may not be consummated.
  5




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We depend on the efforts and expertise of our key executive officers and would be adversely
affected by the loss of their services.
  Our senior executive officers have broad discretion to make investments, and they may make
investments where the returns are substantially below expectations or which result in net operating
losses.
  We invest in the upper-upscale segment of the lodging market, which is highly competitive and
generally subject to greater volatility than most other market segments and could negatively affect
our profitability.
  Our returns could be negatively impacted if the third-party management companies that operate our
hotels do not manage our hotel properties effectively.
   Restrictive covenants in our management contracts could preclude us from taking actions with
respect to the sale or refinancing of a hotel property that would otherwise be in our best
interest.
  Our TRS lessee structure subjects us to the risk of increased hotel operating expenses.
  6




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Our hotels operated under franchise agreements are subject to risks arising from adverse
developments with respect to the franchise brand and to costs associated with maintaining the
franchise license.
    Our ability to make distributions to our shareholders is subject to fluctuations in our financial
performance, operating results and capital improvements requirements.
  We may use a portion of the net proceeds from our public offerings to make distributions to our
shareholders, which would, among other things, reduce our cash available to invest in hotel
properties and may reduce the returns on your investment in our common shares.
  If we cannot obtain financing, our growth will be limited.
  7




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Debt service obligations could adversely affect our overall operating results, may require us to
sell hotel properties, may jeopardize our qualification as a REIT and could adversely affect our
ability to make distributions to our shareholders and the market price of our common shares.
    Our cash and cash equivalents and short- term investments are maintained in a limited number of
financial institutions and the funds in those institutions may not be fully or federally insured.
 8




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Any joint venture investments that we make could be adversely affected by our lack of sole
decision-making authority, our reliance on co-venturers financial condition and disputes between
us and our co-venturers.
  Due to our concentration in hotel investments, a downturn in the lodging industry would adversely
affect our operations and financial condition.
  Unanticipated expenses and insufficient demand for hotels in new geographic markets could adversely
affect our profitability and our ability to make distributions to our shareholders.
  Our conflicts of interest policy may not adequately address all of the conflicts of interest that
may arise with respect to our activities.
  Risks Related to Debt and Financing
 Our existing indebtedness contains financial covenants that could limit our operations and our
ability to make distributions to our shareholders.
  9




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Many of our existing mortgage debt agreements contain cash trap provisions that could limit our
ability to make distributions to our shareholders.
  There is refinancing risk associated with our debt.
  If we default on our secured debt in the future, the lenders may foreclose on our hotels.
   Acquiring outstanding debt secured by a hotel or resort property may expose us to risks of costs
and delays in acquiring the underlying property.
  10




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Risks Related to the Lodging Industry
 Current economic conditions may reduce demand for hotel properties and adversely affect hotel
profitability.
   Our operating results and ability to make distributions to our shareholders may be adversely
affected by various operating risks common to the lodging industry.
   
    
    competition from other hotel properties in our markets;
    
    over-building of hotels in our markets, which could adversely affect occupancy
and revenues at the hotel properties we acquire;
    
    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;
    
    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;
    
    adverse effects of international, national, regional and local economic and
market conditions;
    
    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 lodging industry; and
    
    risks generally associated with the ownership of hotel properties and real
estate, as we discuss in more detail below.
  Competition for acquisitions may reduce the number of properties we can acquire.
  11




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The seasonality of the lodging industry may cause fluctuations in our quarterly revenues that cause
us to borrow money to fund distributions to our shareholders.
  The cyclical nature of the lodging industry may cause the returns from our investments to be less
than we expect.
  Capital expenditure requirements at our properties may be costly and require us to incur debt,
postpone improvements, reduce distributions or otherwise adversely affect the results of our
operations and the market price of our common shares.
  
    
    possible environmental problems;
    
    construction cost overruns and delays;
    
    the possibility that revenues will be reduced while rooms or restaurants 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 to us on attractive terms; and
    
    uncertainties as to market demand or a loss of market demand after capital
improvements have begun.
  Hotel and resort development and redevelopment is subject to timing, budgeting and other risks that
may adversely affect our financial condition, results of operations, the market price of our common
shares and our ability to make distributions to our shareholders.
  
    
    construction delays or cost overruns that may increase project costs;
    
    the receipt of zoning, occupancy and other required governmental permits and
authorizations;
    
    development costs incurred for projects that are not pursued to completion;
    
    acts of God such as earthquakes, hurricanes, floods or fires that could
adversely impact a project;
    
    the negative impact of construction on operating performance during and soon
after the construction period;
    
    the ability to raise capital; and
    
    governmental restrictions on the nature or size of a project.
 12




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The increasing use of Internet travel intermediaries by consumers may reduce our revenues.
  We may be adversely affected by increased use of business-related technology which may reduce the
need for business related travel.
  Future terrorist attacks or changes in terror alert levels could adversely affect travel and hotel
demand.
  The outbreak of influenza or other widespread contagious disease could reduce travel and adversely
affect hotel demand.
  Uninsured and underinsured losses could result in a loss of capital.
   13




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Our hotels may be subject to unknown or contingent liabilities which could cause us to incur
substantial costs.
  Noncompliance with environmental laws and regulations could subject us to fines and liabilities
which could adversely affect our operating results.
     Compliance with the Americans with Disabilities Act could require us to incur substantial costs.
    General Risks Related to the Real Estate Industry
 Illiquidity of real estate investments could significantly impede our ability to sell hotels or
otherwise respond to adverse changes in the performance of our hotel properties.
 14




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
    
    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.
    Increases in property taxes would increase our operating costs, reduce our income and adversely
affect our ability to make distributions to our shareholders.
  The costs of compliance with or liabilities under environmental laws could significantly reduce our
profitability.
  
    
    our lack of knowledge of the contamination;
    
    the timing of the contamination;
    
    the cause of the contamination; or
    
    the party responsible for the contamination of the property.
  15




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Our properties may contain or develop harmful mold, which could lead to liability for adverse
health effects and costs of remediating the problem.
  Our mortgage debt obligations expose us to increased risk of property losses to foreclosure, which
could adversely affect our financial condition, cash flow and ability to satisfy our other debt
obligations and make distributions to our shareholders.
   Risks Related to Our Organization and Structure
 Provisions of our declaration of trust may limit the ability of a third party to acquire control of
us by authorizing our board of trustees to authorize issuances of additional securities.
 16




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Provisions of Maryland law may limit the ability of a third party to acquire control of us by
requiring our board of trustees or shareholders to approve proposals to acquire our company or
effect a change of control.
  
    
    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 percent 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 (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.
   The ownership limitations in our declaration of trust may restrict or prevent shareholders from
engaging in certain transfers of our common shares.
   17




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Our rights and the rights of our shareholders to take action against our trustees and officers are
limited, which could limit shareholders recourse in the event of actions not in their 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.
  Our declaration of trust contains provisions that make removal of our trustees difficult, which
could make it difficult for our shareholders to effect changes to our management.
  The ability of our board of trustees to change our major policies without the consent of
shareholders may not be in shareholders interest.
  Further issuances of equity securities may be dilutive to current shareholders.
  Future offerings of debt securities or preferred shares, which would be senior to our common
shares upon liquidation and for the purpose of distributions, may cause the market price of our
common shares to decline.
  18




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We have entered into an agreement with each of our executive officers that requires us to make
payments in the event the officers employment is terminated by us without cause, by the officer
for good reason or under certain circumstances following a change of control of our company.
  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 shareholders could
lose confidence in our financial results, which could harm our business and the value of our common
shares.
  Federal Income Tax Risk Factors
 Our failure to qualify, or to remain qualified, as a REIT would result in higher taxes and reduced
cash available for distribution to our shareholders.
   Failure to make required distributions would subject us to tax, which would reduce the cash
available for distribution to our shareholders.
  19




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
    
    85 percent of our REIT ordinary income for that year;
    
    95 percent of our REIT capital gain net income for that year; and
    
    any undistributed REIT taxable income from prior years.
   Under Internal Revenue Service, or IRS, guidance, we may pay taxable dividends in the form of our
common shares and cash, in which case shareholders may sell our common shares to pay tax on such
dividends, placing downward pressure on the market price of our common shares.
  Our TRS lessees increase our overall tax liability.
  Our ownership of our TRSs is limited and our transactions with our TRSs will cause us to be subject
to a 100 percent penalty tax on certain income or deductions if those transactions are not
conducted on arms-length terms.
   20




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If the leases of our hotel properties to our TRS lessees are not respected as true leases for
federal income tax purposes, we would fail to qualify as a REIT and would be subject to higher
taxes and have less cash available for distribution to our shareholders.
  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 shareholders and suffer other adverse consequences.
  If our hotel managers do not qualify as eligible independent contractors, we would fail to
qualify as a REIT and would be subject to higher taxes and have less cash available for
distribution to our shareholders.
   Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
  21




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Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may
cause us to incur tax liabilities.
  Complying with REIT requirements may cause us to forego otherwise attractive business opportunities
or liquidate otherwise attractive investments.
   If our subsidiary REIT failed to qualify as a REIT, we could be subject to higher taxes and could
fail to remain qualified as a REIT.
  The ability of our board of trustees to revoke our REIT qualification without shareholder approval
may subject us to federal and state income tax and reduce distributions to our shareholders.
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We may be subject to adverse legislative or regulatory tax changes that could increase our tax
liability, reduce our operating flexibility and reduce the market price of our common shares.
  The share ownership restrictions of the Code for REITs and the 9.8 percent share ownership limit in
our declaration of trust may inhibit market activity in our shares and restrict our business
combination opportunities.
    If states and localities in which we own material amounts of property or conduct material amounts
of business raise their income and property tax rates or amend their tax regimes in a manner that
increases our state and local tax liabilities, we would have less cash available for distribution
to our shareholders and the market price of our common shares could be adversely affected.
  
 Item 1B. Unresolved Staff Comments.
  23




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Item 2. Properties.
   Property
    
    Location
    
    Number of Rooms1. DoubleTree by Hilton
Bethesda-Washington DC
    
    Bethesda, MD
    
    
    2692. Sir Francis Drake
    
    San Francisco, CA
    
    
    4163. InterContinental Buckhead (1)
    
    Buckhead, GA
    
    
    4224. Monaco Washington DC(1)(2)
    
    Washington, D.C.
    
    
    1835. The Grand Hotel Minneapolis
    
    Minneapolis, MN
    
    
    1406. Skamania Lodge
    
    Stevenson, WA
    
    
    2547. Sheraton Delfina
    
    Santa Monica, CA
    
    
    3108. Sofitel Philadelphia(1)
    
    Philadelphia, PA
    
    
    3062,300
 
 (1)
    
    This property is subject to mortgage/debt at December 31, 2010.(2)
    
    This property is subject to a long-term ground lease. Hotel Managers and Hotel Management Agreements
   
    
    Base Management Fees.Our management agreements generally provide for the
payment of base management fees between 2.0% and 4.0% of the applicable hotels
revenues, as determined in the agreements.
    
    Incentive Management and Other Fees.Some of our management
agreements provide for the payment of incentive management fees between 10.0% and
20.0% of gross operating profit or as a percentage of, or in excess of, certain
thresholds of net operating income or cash flow of the applicable hotel, if certain
criteria are met. Certain of the management agreements also provide for the payment
by us of sales and marketing, accounting and other fees.
    
    Terms.The initial terms of our management agreements range from 5
years to 20 years not including renewals, and 5 years to 40 years including renewals.
    
    Ability to Terminate.Many of our management agreements are
terminable at will by us upon payment of a termination fee and some are terminable
upon sale of the property. Most of the agreements also provide us the ability to
terminate based on failure to achieve defined operating performance thresholds.
Termination fees range from zero to up to six times the annual base management and
incentive management fees, depending on the agreement and the reason for termination.
    
    Operational Services.Each manager has exclusive authority to
supervise, direct and control the day-to-day hotel operation and management including
establishing all room rates, processing reservations, procuring inventories, supplies and services, hiring and firing employees
and independent contractors and preparing public relations, publicity and marketing
plans for the hotel.
    
    Executive Supervision and Management Services.Each manager
supervises all managerial and other hotel employees, reviews hotel operation and
maintenance, prepares reports, budgets and projections, and provides other
administrative and accounting support services for the hotel. Under certain
management agreements, we have approval rights over certain key management personnel
at the hotel.
    
    Chain Services.Our management agreements with major hotel
franchisors require the managers to furnish chain services that are generally made
available to other hotels managed by such operators. Such services may, for example,
include: (1) the development and operation of computer systems and reservation
services; (2) management and administrative services; (3) marketing and sales
services; (4) human resources training services; and (5) such additional services as
may from time to time be more efficiently performed on a national, regional or group
level.
 24




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
    
    Working Capital.Our management agreements typically require us to
maintain working capital for a hotel and to fund the cost of supplies such as linens
and other similar items. We are also responsible for providing funds to meet the cash
needs for the hotel operations if at any time the funds available from the hotel
operations are insufficient to meet the financial requirements of the hotel.
    
    Furniture, Fixtures and Equipment Replacements.We are required to
invest in the hotels and to provide all the necessary furniture, fixtures and
equipment for the operation of the hotels (including funding any required furniture,
fixture and equipment replacements). Our management agreements generally provide that
once a year the managers will prepare a list of furniture, fixtures and equipment to
be acquired and certain routine capital repairs to be performed in the following year
and an estimate of funds that are necessary therefore subject to our review and
approval. For purposes of funding the furniture, fixtures and equipment replacements,
a specified percentage of the gross revenues of each hotel is either deposited by the
manager in an escrow account (typically 3.0% to 4.0%) or held by us, as owner.
    
    Building Alterations, Improvements and Renewals.Our management
agreements generally require the managers to prepare an annual estimate of the
expenditures necessary for major capital repairs, alterations, improvements, renewals
and replacements to the structural, mechanical, electrical, heating, ventilating, air
conditioning, plumbing and vertical transportation elements of the hotels. In
addition to the foregoing, the management agreements generally provide that the
managers may propose such changes, alterations and improvements to the hotels as are
required by reason of laws or regulations or, in each managers reasonable judgment,
to keep each respective hotel in a safe, competitive and efficient operating
condition.
    
    Sale of a Hotel.Certain of our management agreements limit our
ability to sell, lease or otherwise transfer a hotel, unless the transferee assumes
the related management agreement and meets other specified conditions.
 
 Item 3. Legal Proceedings.
  
 Item 4. Removed and Reserved.
 
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
 Market Information
  Calendar Year 2010
    
    Calendar Year 2009High
    
    Low
    
    Dividend
    
    High
    
    Low
    
    DividendFirst Quarter
    
    $
    21.75
    
    
    $
    20.01
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Second Quarter
    
    $
    21.09
    
    
    $
    17.93
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Third Quarter
    
    $
    19.25
    
    
    $
    17.09
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fourth Quarter
    
    $
    20.96
    
    
    $
    18.01
    
    
    $
    0.12
    
    
    $
    22.27
    
    
    $
    20.45
    
    
    
    
  Shareholder Information
   25




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Initial
    
    Value of initial
    
    Value ofinvestment at
    
    investment at
    
    investment atDecember 9,
    
    December 31,
    
    December 31,Name
    
    2009
    
    2009
    
    2010Pebblebrook Hotel Trust
    
    $
    100.00
    
    
    $
    107.63
    
    
    $
    99.36Russell 2000 Index
    
    $
    100.00
    
    
    $
    104.58
    
    
    $
    131.04FTSE NAREIT Equity Index
    
    $
    100.00
    
    
    $
    105.07
    
    
    $
    134.44
 Dividend
   26




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Securities Sold
  Use of Proceeds
  Underwriting discounts and commissions
    
    $
    24.2Expenses paid to or for our underwriters
    
    
    0.0Other expenses
    
    
    1.4Total underwriting discounts and expenses
    
    $
    25.6
   
 Item 6. Selected Financial Data.
  27




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From October 2, 2009Year ended December
    
    
    (inception) through31, 2010
    
    
    December 31, 2009(In thousands, except share and per-share data)Revenues:Room
    
    $
    32,804
    
    
    $
    Food and beverage
    
    
    21,984
    
    
    
    Other operating department
    
    
    2,973
    
    
    
    Total revenues
    
    
    57,761
    
    
    
    Expenses:Hotel operating expenses:Room
    
    
    9,718
    
    
    
    Food and beverage
    
    
    15,113
    
    
    
    Other direct
    
    
    1,288
    
    
    
    Other indirect
    
    
    16,724
    
    
    
    Total hotel operating expenses
    
    
    42,843
    
    
    
    Depreciation and amortization
    
    
    5,776
    
    
    
    Real estate
taxes, personal property taxes and property insurance
    
    
    2,220
    
    
    
    Ground rent
    
    
    124
    
    
    
    General and administrative
    
    
    8,319
    
    
    
    262Hotel acquisition costs
    
    
    6,581
    
    
    
    Total operating expenses
    
    
    65,863
    
    
    
    262Operating loss
    
    
    (8,102
    )
    
    
    (262
    )Interest income
    
    
    3,020
    
    
    
    115Interest expense
    
    
    (1,640
    )
    
    
    Loss before income taxes
    
    
    (6,722
    )
    
    
    (147
    )Income tax benefit (expense)
    
    
    80
    
    
    
    Net loss atttributable to common shareholders
    
    $
    (6,642
    )
    
    $
    (147
    )Loss per share attributable to common shareholders, basic and diluted
    
    $
    (0.23
    )
    
    $
    (0.04
    )Weighted-average number of common shares, basic and diluted
    
    
    28,669,851
    
    
    
    4,011,198
 As of December 31,2010
    
    2009(In thousands)Balance Sheet Data:Investment in hotel properties, net
    
    $
    599,714
    
    
    $
    Cash and cash equivalents
    
    
    221,543
    
    
    
    319,119Investments
    
    
    
    
    
    
    70,000Total assets
    
    
    855,515
    
    
    
    389,403Senior secured credit facility
    
    
    
    
    
    
    Mortgage debt
    
    
    143,570
    
    
    
    Total shareholders equity
    
    
    686,912
    
    
    
    379,426
 28




---



##### 



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
    
    
    Acquisitions We acquired eight properties in 2010 for purchase prices
aggregating $614.7 million. The properties we acquired are: the DoubleTree by
Hilton Bethesda-Washington DC (June 4, 2010), the Sir Francis Drake (June 22, 2010),
the InterContinental Buckhead (July 1, 2010), Monaco Washington DC (September 9,
2010), The Grand Hotel Minneapolis (September 29, 2010), Skamania Lodge (November 3,
2010), Sheraton Delfina Santa Monica (November 19, 2010) and Sofitel Philadelphia
(December 3, 2010).
    
    Credit facility We secured a three-year $150 million senior secured revolving
credit facility on July 8, 2010, which may be increased to $200 million subject to
lender approval.
    
    Follow-on offering We completed a follow-on public offering of our common
shares on July 28, 2010. We sold 19,550,000 common shares, including 2,550,000
common shares upon the exercise of the underwriters over-allotment option, at the
offering price of $17.00 per share. The net proceeds to us, after deducting
underwriting discounts and offering-related costs, were $318.3 million.
    
    Shelf registration On December 29, 2010, we filed a shelf registration
statement on Form S-3 with the SEC. Under the shelf registration statement, we may
offer up to $500.0 million in equity and debt securities from time to time. The
registration statement was declared effective on January 11, 2011.
    
    Mortgage debt We arranged an aggregate of $143.6 million of long-term first
mortgage debt on three of our properties: the Monaco Washington DC, the
InterContinental Buckhead and the Sofitel Philadelphia. Each loan is non-recourse
and secured by a first mortgage lien on the individual property.
    
    Dividends On December 15, 2010, we declared our first quarterly dividend of
$0.12 per common share. The dividend was subsequently paid on January 14, 2011 to
shareholders of record as of December 31, 2010.
 Recent Developments
   29




---



##### 



Results of Operations
  Year ended December 31, 2010
   OperatingRevenues
    
    
    ExpensesDoubleTree by Hilton Bethesda-Washington DC
    
    $
    9,209
    
    
    $
    5,956Sir Francis Drake
    
    
    18,823
    
    
    
    15,054InterContinental Buckhead
    
    
    14,947
    
    
    
    10,727Monaco Washington DC
    
    
    6,890
    
    
    
    4,647The Grand Hotel Minneapolis
    
    
    2,047
    
    
    
    1,598Skamania Lodge
    
    
    2,111
    
    
    
    2,019Sheraton Delfina
    
    
    2,100
    
    
    
    1,557Sofitel Philadelphia
    
    
    1,634
    
    
    
    1,285$
    57,761
    
    
    $
    42,843
 Depreciation and amortization 
 Real
estate taxes, personal property taxes and property insurance 
 Corporate general and administrative 
 Hotel acquisition costs 
 Interest income 
 Interest expense 
 30




---



##### 



October 2, 2009 (inception) through December 31, 2009
  Non-GAAP Financial Measures
    From October 2,Year ended
    
    
    2009 (inception) toDecember 31, 2010
    
    
    December 31, 2009Net loss attributable to common shareholders
    
    $
    (6,642
    )
    
    $
    (147
    )Adjustments:Depreciation and amortization
    
    
    5,698
    
    
    
    FFO
    
    $
    (944
    )
    
    $
    (147
    )
 EBITDA
 31




---



##### 



From October 2,Year ended
    
    
    2009 (inception) toDecember 31, 2010
    
    
    December 31, 2009Net loss attributable to common shareholders
    
    $
    (6,642
    )
    
    $
    (147
    )Adjustments:Interest expense
    
    
    1,640
    
    
    
    Income tax (benefit) expense
    
    
    (80
    )
    
    
    Depreciation and amortization
    
    
    5,776
    
    
    
    EBITDA
    
    $
    694
    
    
    $
    (147
    )
  Critical Accounting Policies
  Hotel Properties
 Investment in Hotel Properties
 e.g.
  Held for Sale
  Depreciation and Amortization
  32




---



##### 



Impairment
  Revenue Recognition
  Share-Based Compensation
  Income Taxes
  Recently Issued Accounting Standards
  33




---



##### 



Liquidity and Capital Resources
      Senior Secured Revolving Credit Facility
  Mortgage Debt
   Sources and Uses of Cash
  Cash From Operations.
 34




---



##### 



Cash From Investing Activities.
 Cash From Financing Activities.
 Capital Investments
    Contractual Obligations
  Payments due by periodLess
    
    
    
    
    
    
    
    
    
    
    Morethan 1
    
    
    1 to 3
    
    
    3 to 5
    
    
    than 5Total
    
    
    year
    
    
    years
    
    
    years
    
    
    yearsMortgage debt (1)
    
    $
    159,654
    
    
    $
    6,232
    
    
    $
    98,392
    
    
    $
    6,674
    
    
    $
    48,356Ground lease (2)
    
    
    8,638
    
    
    
    180
    
    
    
    360
    
    
    
    360
    
    
    
    7,738Corporate office lease
    
    
    1,056
    
    
    
    257
    
    
    
    553
    
    
    
    246
    
    
    
    Total
    
    $
    169,348
    
    
    $
    6,669
    
    
    $
    99,305
    
    
    $
    7,280
    
    
    $
    56,094
 
 (1)
    
    Amounts include interest expense.(2)
    
    The long-term ground lease for the Monaco Washington DC provides for the greater of base or percentage rent,
adjusted for CPI increases. The table shows base rent for all periods presented and does not include
assumptions for percentage rent or CPI adjustments. 35




---



##### 



Inflation
  Seasonality
  Derivative Instruments
  
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
 Interest Rate Sensitivity
  2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    Thereafter
    
    
    TotalFixed Rate Debt
    
    $
    755
    
    
    $
    35,786
    
    
    $
    833
    
    
    $
    876
    
    
    $
    920
    
    
    $
    48,330
    
    
    $
    87,500Weighted-Average Interest Rate
    
    
    4.9
    %
    
    
    5.7
    %
    
    
    4.9
    %
    
    
    4.9
    %
    
    
    4.9
    %
    
    
    4.9
    %
    
    
    5.2
    %Variable Rate Debt
    
    $
    
    
    
    $
    56,070
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    56,070Weighted-Average Interest Rate
    
    
    0.0
    %
    
    
    1.6
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    0.0
    %
    
    
    1.6
    %Total
    
    $
    755
    
    
    $
    91,856
    
    
    $
    833
    
    
    $
    876
    
    
    $
    920
    
    
    $
    48,330
    
    
    $
    143,570
  36




---



##### 



Item 8. Consolidated Financial Statements and Supplementary Data.
  
 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
 Disclosure Controls and Procedures
  Managements Annual Report on Internal Control Over Financial Reporting
 Internal Control Integrated Framework Internal ControlIntegrated Framework
    
 Item 9B. Other Information.
  
 PART III
 
 Item 10. Trustees, Executive Officers and Corporate Governance.
 37




---



##### 



Item 11. Executive Compensation.
  
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
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.
 1.
    
    Financial StatementsIncluded herein at pages F-1 through F-202.
    
    Financial Statement SchedulesThe following financial statement schedule is included herein
at pages F-21 through F-22.Schedule III  Real Estate and Accumulated DepreciationAll other schedules for which provision is made in Regulation S-X are either not required
to be included herein under the related instructions or are inapplicable or the related
information is included in the footnotes to the applicable financial statement and,
therefore, have been omitted from this Item 15.3.
    
    ExhibitsThe following exhibits are filed as part of this Annual Report on Form 10-K:
 ExhibitNumber
    
    Description of Exhibit3.1
    
    Articles of Amendment and Restatement of Pebblebrook Hotel Trust (Incorporated by
reference to Exhibit 3.2 to the Registrants Registration Statement on Form S-11
filed on July 13, 2010 (File No. 333-168078)).3.2
    
    Bylaws of Pebblebrook Hotel Trust (Incorporated by reference to Exhibit 3.1 to the
Registrants Registration Statement on Form S-11 filed on July 13, 2010 (File No.
333-168078)).3.3
    
    First Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel,
L. P. (Incorporated by reference to the Registrants Quarterly Report on Form 10-Q
filed on May 7, 2010 (File No. 001-34571)).10.1
    
    Pebblebrook Hotel Trust 2009 Equity Incentive Plan (Incorporated by reference to
Exhibit 10.1
 38




---



##### 



ExhibitNumber
    
    Description of Exhibitto the Registrants Registration Statement on Form S-11 filed on July
13, 2010 (File No. 333-168078)).10.2
    
    Change in Control Severance Agreement between Pebblebrook Hotel Trust and Jon E.
Bortz (Incorporated by reference to Exhibit 10.2 to the Registrants Annual Report
on Form 10-K filed on March 24, 2010 (File No. 001-34571)).*10.3
    
    Change in Control Severance Agreement between Pebblebrook Hotel Trust and Raymond
D. Martz (Incorporated by reference to Exhibit 10.3 to the Registrants Annual
Report on Form 10-K filed on March 24, 2010 (File No. 001-34571)).*10.4
    
    Change in Control Severance Agreement between Pebblebrook Hotel Trust and Thomas C.
Fisher (Incorporated by reference to Exhibit 10.4 to the Registrants Annual Report
on Form 10-K filed on March 24, 2010 (File No. 001-34571)).*10.5
    
    Form of Indemnification Agreement between Pebblebrook Hotel Trust and its officers
and trustees (Incorporated by reference to Exhibit 10.4 of Amendment No. 1 to the
Registrants Registration Statement on Form S-11/A, filed by the Registrant on
November 10, 2009 (File No. 333-162412)).10.6
    
    Form of Share Award Agreement for officers and employees (Incorporated by reference
to Exhibit 10.5 of Amendment No. 2 to the Registrants Registration Statement on
Form S-11/A filed on November 25, 2009 (File No. 333-162412)).*10.7
    
    Share Award Agreement between Pebblebrook Hotel Trust and Jon E. Bortz
(Incorporated by reference to Exhibit 10.1 of the Registrants Current Report on
Form 8-K filed on March 16, 2010 (File No. 001-34571)).*10.8
    
    Share Award Agreement between Pebblebrook Hotel Trust and Raymond D. Martz
(Incorporated by reference to Exhibit 10.2 of the Registrants Current Report on
Form 8-K filed on March 16, 2010 (File No. 001-34571)).*10.9
    
    Share Award Agreement between Pebblebrook Hotel Trust and Thomas C. Fisher
(Incorporated by reference to Exhibit 10.3 of the Registrants Current Report on
Form 8-K filed on March 16, 2010 (File No. 001-34571)).*10.10
    
    Form of Share Award Agreement for trustees (Incorporated by reference to Exhibit
10.6 of Amendment No. 2 to the Registrants Registration Statement on Form S-11/A
filed on November 25, 2009 (File No. 333-162412)).10.11
    
    LTIP Unit Vesting Agreement between Pebblebrook Hotel Trust and Jon E. Bortz
(Incorporated by reference to Exhibit 10.11 to the Registrants Annual Report on
Form 10-K filed on March 24, 2010 (File No. 001-34571)).*10.12
    
    LTIP Unit Vesting Agreement between Pebblebrook Hotel Trust and Raymond D. Martz
(Incorporated by reference to Exhibit 10.12 to the Registrants Annual Report on
Form 10-K filed on March 24, 2010 (File No. 001-34571)).*10.13
    
    LTIP Unit Vesting Agreement between Pebblebrook Hotel Trust and Thomas C. Fisher
(Incorporated by reference to Exhibit 10.13 to the Registrants Annual Report on
Form 10-K filed on March 24, 2010 (File No. 001-34571)).*10.14
    
    Lease, dated December 1, 1999, by and between the United States of America, acting
through the Administrator of General Services, and Tariff Building Associates, L.P.
(Incorporated by reference to Exhibit 10.1 to the Registrants Current Report on
Form 8-K filed on September 13, 2010 (File No. 001-34571)).10.15
    
    Assignment and Assumption of GSA Lease, by and among the United States of America,
acting by and through the Administrator of General Services and Authorized
Representatives, Tariff Building Associates, L.P., and Jayhawk Owner LLC
(Incorporated by reference to Exhibit 10.2 to the Registrants Current Report on
Form 8-K filed on September 13, 2010 (File No. 001-34571)).10.16
    
    Promissory Note by Tariff Building Associates, L.P. in favor of Wachovia Bank,
National Association (Incorporated by reference to Exhibit 10.3 to the Registrants
Current Report on Form 8-K filed on September 13, 2010 (File No. 001-34571)).10.17
    
    Assumption Agreement, by and among Bank of America, N.A., as successor to Wells
Fargo Bank, N.A., as trustee for the registered holders of COBALT CMBS Commercial
Mortgage Trust 2007-C2, Commercial Mortgage Pass-Through Certificates, Series
2007-C2, Tariff Building Associates, L.P., Kimpton Development Opportunity Fund,
L.P., Jayhawk Owner LLC, and Pebblebrook Hotel, L.P. (Incorporated by reference to
Exhibit 10.4 to the Registrants Current Report on Form 8-K filed on September 13,
2010 (File No. 001-34571)).
 39




---



##### 



ExhibitNumber
    
    Description of Exhibit10.18
    
    Deed of Trust, Security Agreement, Assignment of Rents and Fixtures Filing dated as
of February 23, 2007 by and among Tariff Building Associates, L.P., as borrower,
First American Title Insurance Company, as Trustee for the benefit of Wachovia
Bank, National Association, as lender (Incorporated by reference to Exhibit 10.5 to
the Registrants Current Report on Form 8-K filed on September 13, 2010 (File No.
001-34571)).10.19
    
    Credit Agreement, dated as of July 8, 2010, among Pebblebrook Hotel Trust,
Pebblebrook Hotel, L.P., as borrower, the other guarantors party thereto, the
lenders party thereto, Bank of America, N.A., as administrative agent, Banc of
America Securities LLC and Wells Fargo Securities, LLC, as joint lead arrangers and
joint book runners, Wells Fargo Bank, National Association, as syndication agent,
and U.S. Bank National Association, as co-documentation agent.(Incorporated by
reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on
July 9, 2010 (File No. 001-34571)).10.20
    
    Promissory Note by South 17th Street OwnerCo, LLC in favor of
Greenwich Capital Financial Products, Inc. (Incorporated by reference to Exhibit
10.1 to the Registrants Current Report on Form 8-K filed on December 6, 2010 (File
No. 001-34571)).10.21
    
    Loan Agreement dated as of January 5, 2007, between South
17th Street OwnerCo, LLC, as borrower, and Greenwich Capital
Financial Products, Inc., as lender (Incorporated by reference to Exhibit 10.2 to
the Registrants Current Report on Form 8-K filed on December 6, 2010 (File No.
001-34571)).10.22
    
    Membership Interest Purchase Agreement by and among Platinum OwnerCo, LLC, Platinum
LeaseCo, LLC, and South 17th Street IntermezzCo, LLC, as the
Seller Parties, and Spartans Owner, LLC and Spartans Lessee, LLC, as the Purchaser
Parties, dated as of October 13, 2010, for the Sofitel Philadelphia (Incorporated
by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed
on December 6, 2010 (File No. 001-34571)).10.23
    
    Second Amendment to Membership Interest Purchase Agreement, dated November 15,
2010, by and among Platinum OwnerCo, LLC, Platinum LeaseCo, LLC, South
17th Street IntermezzCo, LLC, Spartans Owner, LLC and
Spartans Lessee, LLC (Incorporated by reference to Exhibit 10.4 to the Registrants
Current Report on Form 8-K filed on December 6, 2010 (File No. 001-34571)).10.24
    
    Third Amendment to Membership Interest Purchase Agreement, dated November 30, 2010,
by and among Platinum OwnerCo, LLC, Platinum LeaseCo, LLC, South
17th Street IntermezzCo, LLC, Spartans Owner, LLC and
Spartans Lessee, LLC (Incorporated by reference to Exhibit 10.5 to the Registrants
Current Report on Form 8-K filed on December 6, 2010 (File No. 001-34571)).10.25
    
    Loan Agreement, between Orangemen Owner LLC, as Borrower, and Goldman Sachs
Commercial Mortgage Capital, L.P., as Lender (Incorporated by reference to Exhibit
10.1 to the Registrants Current Report on Form 8-K filed on December 15, 2010
(File No. 001-34571)).10.26
    
    Purchase and Sale Agreement of the Sheraton Delfina Santa Monica Hotel. 10.27
    
    First Amendment to Purchase and Sale Agreement by and between 615 2nd
Avenue South  Minneapolis LLC and Gator Owner LLC.10.28
    
    Purchase and Sale Agreement between Maritime Hotel Associates, L.P. and Wildcats
Owner LLC.12.1
    
    Statement of computation of ratios of earnings to fixed charges.21.1
    
    List of Subsidiaries of Pebblebrook Hotel Trust.23.1
    
    Consent of KPMG LLP.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Management agreement or compensatory plan or arrangement.
    
    Filed electronically herewith. 40




---



##### 



SIGNATURES
  PEBBLEBROOK HOTEL TRUSTDate:  February 22, 2011
    By:
    /s/  Jon E. BortzJon E. BortzChairman, President and
and Chief Executive Officer  Signatures
    
    Title
    
    Date/s/ Jon E. Bortz

Jon E. Bortz
    
    Chairman of the Board,
President and Chief Executive
Officer (Principal Executive
Officer)
    
    February 22, 2011/s/ Raymond D. Martz

Raymond D. Martz
    
    Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary
(Principal Financial Officer
and Principal Accounting
Officer)
    
    February 22, 2011/s/ Cydney C. Donnell

Cydney C. Donnell
    
    Trustee
    
    February 22, 2011/s/ Ron E. Jackson

Ron E. Jackson
    
    Trustee
    
    February 22, 2011/s/ Michael J. Schall

Michael J. Schall
    
    Trustee
    
    February 22, 2011/s/ Earl E. Webb

Earl E. Webb
    
    Trustee
    
    February 22, 2011/s/ Laura H. Wright

Laura H. Wright
    
    Trustee
    
    February 22, 2011
 41




---



##### 



PEBBLEBROOK HOTEL TRUST
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageNo.Reports of Independent Registered Public Accounting Firm
    
    F-2Consolidated Balance Sheets
    
    F-4Consolidated
Statements of Operations
    
    F-5Consolidated Statements of Shareholders Equity
    
    F-6Consolidated Statements of Cash Flows
    
    F-7Notes to Consolidated Financial Statements
    
    F-8Schedule III  Real Estate and Accumulated Depreciation
    
    F-21-22




---



##### 



Report of Independent Registered Public Accounting Firm
 
    Internal Control  Integrated
Framework
 /s/    KPMG LLPMcLean, VirginiaFebruary 22, 2011 F-2




---



##### 



Report of Independent Registered Public Accounting Firm
 
 Internal Control  Integrated Framework .
    Internal
Control  Integrated Framework
  .
 /s/ KPMG LLPMcLean, VirginiaFebruary 22, 2011 F-3




---



##### 



Pebblebrook Hotel Trust
Consolidated Balance Sheets
(In thousands, except share data)
 December 31,
    
    
    December 31,2010
    
    
    2009ASSETSInvestment in hotel properties, net
    
    $
    599,714
    
    
    $
    Ground lease asset
    
    
    10,721
    
    
    
    Cash and cash equivalents
    
    
    221,543
    
    
    
    319,119Restricted cash
    
    
    3,664
    
    
    
    Investments
    
    
    
    
    
    
    70,000Hotel receivables (net of allowance
for doubtful accounts of $13 and $0
respectively)
    
    
    3,924
    
    
    
    Deferred financing costs, net
    
    
    2,718
    
    
    
    Prepaid expenses and other assets
    
    
    13,231
    
    
    
    284Total assets
    
    $
    855,515
    
    
    $
    389,403LIABILITIES AND SHAREHOLDERS EQUITYSenior secured credit facility
    
    $
    
    
    
    $
    Mortgage debt
    
    
    143,570
    
    
    
    Accounts payable and accrued expenses
    
    
    15,799
    
    
    
    1,853Accrued underwriter fees
    
    
    
    
    
    
    8,050Advance deposits
    
    
    2,482
    
    
    
    Accrued interest
    
    
    304
    
    
    
    Distribution payable
    
    
    4,908
    
    
    
    Total liabilities
    
    
    167,063
    
    
    
    9,903Commitments and contingenciesShareholders equity:Preferred shares of beneficial
interest, $.01 par value,
100,000,000 shares authorized; no
sharesissued and outstanding at
December 31, 2010 and at December
31, 2009
    
    
    
    
    
    
    Common shares of beneficial
interest, $.01 par value,
500,000,000 shares authorized;
39,814,760and 20,260,000 issued and
outstanding at December 31, 2010
and December 31, 2009,
respectively
    
    
    398
    
    
    
    203Additional paid-in capital
    
    
    698,100
    
    
    
    379,370Accumulated deficit and distributions
    
    
    (11,586
    )
    
    
    (147
    )Total shareholders equity
    
    
    686,912
    
    
    
    379,426Non-controlling interest
    
    
    1,540
    
    
    
    74Total equity
    
    
    688,452
    
    
    
    379,500Total liabilities and equity
    
    $
    855,515
    
    
    $
    389,403
 The accompanying notes are an
integral part of these financial
statements.
 F-4




---



##### 



Pebblebrook Hotel Trust
Consolidated Statements of Operations
(In thousands, except share and per share data)
 From October 2, 2009Year ended
    
    
    (inception) toDecember 31, 2010
    
    
    December 31, 2009Revenues:Room
    
    $
    32,804
    
    
    $
    Food and beverage
    
    
    21,984
    
    
    
    Other operating department
    
    
    2,973
    
    
    
    Total revenues
    
    
    57,761
    
    
    
    Expenses:Hotel operating expenses:Room
    
    
    9,718
    
    
    
    Food and beverage
    
    
    15,113
    
    
    
    Other direct
    
    
    1,288
    
    
    
    Other indirect
    
    
    16,724
    
    
    
    Total hotel operating expenses
    
    
    42,843
    
    
    
    Depreciation and amortization
    
    
    5,776
    
    
    
    Real estate taxes, personal property taxes and property insurance
    
    
    2,220
    
    
    
    Ground rent
    
    
    124
    
    
    
    General and administrative
    
    
    8,319
    
    
    
    262Hotel acquisition costs
    
    
    6,581
    
    
    
    Total operating expenses
    
    
    65,863
    
    
    
    262Operating loss
    
    
    (8,102
    )
    
    
    (262
    )Interest income
    
    
    3,020
    
    
    
    115Interest expense
    
    
    (1,640
    )
    
    
    Loss before income taxes
    
    
    (6,722
    )
    
    
    (147
    )Income tax benefit
    
    
    80
    
    
    
    Net loss attributable to common shareholders
    
    $
    (6,642
    )
    
    $
    (147
    )Loss per share attributable to common shareholders, basic and diluted
    
    $
    (0.23
    )
    
    $
    (0.04
    )Weighted average number of common shares, basic and diluted
    
    
    28,669,851
    
    
    
    4,011,198
 The accompanying notes are an integral part of these financial statements.
 F-5




---



##### 



Pebblebrook Hotel Trust
Consolidated Statements of Shareholders Equity
(Dollars in thousands, except share data)
 Additional
    
    
    
    
    
    
    TotalCommon Shares
    
    
    Paid-In
    
    
    Accumulated Deficit
    
    
    Shareholders
    
    
    Non-Controlling
    
    
    TotalShares
    
    
    Amount
    
    
    Capital
    
    
    and Distributions
    
    
    Equity
    
    
    Interest
    
    
    EquityBalance at October 2, 2009 (inception)
    
    
    1,000
    
    
    $
    
    
    
    $
    1
    
    
    $
    
    
    
    $
    1
    
    
    $
    
    
    
    $
    1Repurchase of outstanding shares
    
    
    (1,000
    )
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )
    
    
    
    
    
    
    (1
    )Issuance of common shares, net of offering costs in
connection with the initial public offering and
concurrent private placement
    
    
    20,260,000
    
    
    
    203
    
    
    
    379,365
    
    
    
    
    
    
    
    379,568
    
    
    
    
    
    
    
    379,568Share based compensation, net
    
    
    
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    5
    
    
    
    74
    
    
    
    79Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (147
    )
    
    
    (147
    )
    
    
    
    
    
    
    (147
    )Balance at December 31, 2009
    
    
    20,260,000
    
    
    $
    203
    
    
    $
    379,370
    
    
    $
    (147
    )
    
    $
    379,426
    
    
    $
    74
    
    
    $
    379,500Issuance of common shares, net of offering costs in
connection with the follow-on offering
    
    
    19,550,000
    
    
    $
    195
    
    
    $
    318,253
    
    
    $
    
    
    
    $
    318,448
    
    
    $
    
    
    
    $
    318,448Issuance of common shares for Board of Trustee
compensation
    
    
    590
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    12
    
    
    
    
    
    
    
    12Share based compensation, net
    
    
    4,170
    
    
    
    
    
    
    
    465
    
    
    
    
    
    
    
    465
    
    
    
    1,577
    
    
    
    2,042Dividends of $0.12 per common share/units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,797
    )
    
    
    (4,797
    )
    
    
    (111
    )
    
    
    (4,908
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,642
    )
    
    
    (6,642
    )
    
    
    
    
    
    
    (6,642
    )Balance at December 31, 2010
    
    
    39,814,760
    
    
    $
    398
    
    
    $
    698,100
    
    
    $
    (11,586
    )
    
    $
    686,912
    
    
    $
    1,540
    
    
    $
    688,452
 The accompanying notes are an integral part of these financial
statements.
 F-6




---



##### 



Pebblebrook Hotel Trust
Consolidated Statements of Cash Flows
(In thousands)
 From October 2, 2009Year ended
    
    
    (inception) toDecember 31, 2010
    
    
    December 31, 2009Operating activitiesNet loss
    
    $
    (6,642
    )
    
    $
    (147
    )Adjustments to reconcile net loss to net cash used in
operating activities:Depreciation and amortization
    
    
    5,776
    
    
    
    Share-based compensation
    
    
    2,042
    
    
    
    79Amortization of deferred financing costs
    
    
    415
    
    
    
    Amortization of ground lease
    
    
    69
    
    
    
    Deferred income tax benefit
    
    
    80
    
    
    
    Changes in assets and liabilities:Hotel receivables
    
    
    (2,712
    )
    
    
    Prepaid expenses and other assets
    
    
    (6,078
    )
    
    
    (284
    )Accounts payable and accrued expenses
    
    
    10,491
    
    
    
    371Advance deposits
    
    
    13
    
    
    
    Net cash provided by operating activities
    
    
    3,454
    
    
    
    19Investing activities:Acquisition of hotel properties, net of cash acquired
    
    
    (518,730
    )
    
    
    Improvements and additions to hotel properties
    
    
    (3,307
    )
    
    
    Deposit on hotel property
    
    
    (5,000
    )
    
    
    Redemption (purchase) of certificates of deposits
    
    
    70,000
    
    
    
    (70,000
    )Purchase of corporate office equipment, computer
software, and furniture
    
    
    (497
    )
    
    
    Restricted cash, net
    
    
    (1,779
    )
    
    
    Net cash used in investing activities
    
    
    (459,313
    )
    
    
    (70,000
    )Financing activities:Gross proceeds from issuance of common shares
    
    
    332,350
    
    
    
    405,200Offering costs paid
    
    
    (23,434
    )
    
    
    (16,100
    )Payment of deferred financing costs
    
    
    (3,133
    )
    
    
    Proceeds from mortgage debt
    
    
    52,500
    
    
    
    Net cash provided by financing activities
    
    
    358,283
    
    
    
    389,100Net change in cash and cash equivalents
    
    
    (97,576
    )
    
    
    319,119Cash and cash equivalents, beginning of year
    
    
    319,119
    
    
    
    Cash and cash equivalents, end of year
    
    $
    221,543
    
    
    $
    319,119
 The accompanying notes are an integral part of these
financial statements.
 F-7




---



##### 



PEBBLEBROOK HOTEL TRUST
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1. ORGANIZATION
    NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Basis of Presentation
    Use of Estimates
  Risks and Uncertainties
  Fair Value Measurements
 F-8




---



##### 



Investment in Hotel Properties
 e.g.
     F-9




---



##### 



ash and Cash Equivalents
  Restricted Cash
  Investments
  Prepaid Expenses and Other Assets
  Deferred Financing Costs
  Derivative Instruments
  Organizational and Offering Costs
  Revenue Recognition
  Income Taxes
  F-10




---



##### 



Share-based Compensation
  Non-controlling Interests
  Earnings Per Share
  Recently Issued Accounting Standards
  F-11




---



##### 



NOTE 3. ACQUISITION OF HOTEL PROPERTIES
          F-12




---



##### 



For the year endedDecember 31,2010
    
    2009(unaudited)
    
    (unaudited)Total revenues
    
    $
    171,789
    
    
    $
    169,282Operating income
    
    
    11,371
    
    
    
    6,211Net income
    
    
    7,824
    
    
    
    1,648Net income per share:Basic and diluted
    
    $
    0.20
    
    
    $
    0.04
 NOTE 4. INVESTMENT IN HOTEL PROPERTIES
  Land
    
    $
    107,850Buildings and improvements
    
    
    459,566Furniture, fixtures and equipment
    
    
    37,966Investment in hotel properties
    
    $
    605,382Less: Accumulated depreciation
    
    
    (5,668
    )Investment in hotel properties, net
    
    $
    599,714
  NOTE 5. DEBT
 Senior Secured Revolving Credit Facility
  Mortgage Debt
   F-13




---



##### 



2011
    
    $
    7552012
    
    
    91,8562013
    
    
    8332014
    
    
    8762015
    
    
    920Thereafter
    
    
    48,330Total debt
    
    $
    143,570
 NOTE 6. EQUITY
 Common Shares
       Preferred Shares
  F-14




---



##### 



Operating Partnership Units
  NOTE 7. SHARE-BASED COMPENSATION PLAN
   Weighted-AverageGrant DateShares
    
    Fair ValueUnvested at December 31, 2009
    
    
    15,000
    
    
    $
    20.00Granted
    
    
    70,110
    
    
    $
    20.98Vested
    
    
    (4,170
    )
    
    $
    20.00Forfeited
    
    
    (2,500
    )
    
    $
    20.00Unvested at December 31, 2010
    
    
    78,440
    
    
    $
    20.88
  Long Term Incentive Partnership Units
    F-15




---



##### 



NOTE 8. INCOME TAXES
  F-16




---



##### 



For the year ended December 31,2010
    
    
    2009FederalCurrent
    
    $
    
    
    
    $
    Deferred
    
    
    (70
    )
    
    
    State and local
    
    
    
    
    
    
    Current
    
    
    
    
    
    
    Deferred
    
    
    (10
    )
    
    
    Income tax (benefit) expense
    
    $
    (80
    )
    
    $
    
  For the year ended December 31,2010
    
    
    2009Statutory federal tax benefit (@ 35%)
    
    $
    (70
    )
    
    $
    State income tax benefit
    
    
    (10
    )
    
    
    $
    (80
    )
    
    $
    
  NOTE 9. EARNINGS PER SHARE
   For the year ended December 31,2010
    
    
    2009Numerator:Net (loss) attributable to common shareholders
    
    $
    (6,642
    )
    
    $
    (147
    )Less: Dividends paid on unvested restricted shares
    
    
    (9
    )
    
    
    Undistributed earnings attributable to unvested
restricted shares
    
    
    
    
    
    
    Net (loss) attributable to common shareholders
    
    $
    (6,651
    )
    
    $
    (147
    )Denominator:Weighted-average number of common shares  basic
    
    
    28,669,851
    
    
    
    4,011,198Unvested restricted shares (1)
    
    
    
    
    
    
    Weighted-average number of common shares  diluted
    
    
    28,669,851
    
    
    
    4,011,198Loss per share attributable to common shareholders  basic and
diluted
    
    $
    (0.23
    )
    
    $
    (0.04
    )
 
 (1)
    
    Anti-dilutive for all periods presented. F-17




---



##### 



NOTE 10. COMMITMENTS AND CONTINGENCIES
 Management Agreements
   Reserve Funds
  Restricted Cash
  Ground Lease
   F-18




---



##### 



2011
    
    $
    1802012
    
    
    1802013
    
    
    1802014
    
    
    1802015
    
    
    180Thereafter
    
    
    7,738$
    8,638
 Litigation
  NOTE 11. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS
 From October2, 2009Year ended
    
    
    (inception) toDecember 31,
    
    
    December 31,2010
    
    

2009( in thousands)Interest paid
    
    $
    956
    
    
    $
    Distributions payable to common shares/units
    
    $
    4,908
    
    
    $
    Accrual of offering costs, including $8.1 million of underwriting
discount
    
    $
    
    
    
    $
    9,532In conjunction with our property acquisitions, the Company
assumed assets and liabilities as follows:Real estate assets
    
    $
    602,075
    
    
    $
    Ground lease and in place lease assets
    
    
    11,851
    
    
    
    Assets
    
    
    3,496
    
    
    
    Liabilities
    
    
    (7,622
    )
    
    
    Mortgage debt
    
    
    (91,070
    )
    
    
    $
    518,730
    
    
    $
    
 NOTE 12. SUBSEQUENT EVENTS
     F-19




---



##### 



NOTE 13. QUARTERLY OPERATING RESULTS (UNAUDITED)
  Year ended December 31, 2010First
    
    Second
    
    Third
    
    FourthQuarter
    
    Quarter
    
    Quarter
    
    QuarterTotal revenues
    
    $
    
    
    
    $
    2,216
    
    
    $
    21,637
    
    
    $
    33,908Total operating expenses
    
    
    1,576
    
    
    
    6,902
    
    
    
    22,115
    
    
    
    35,270Net income (loss)
    
    
    (599
    )
    
    
    (3,814
    )
    
    
    (308
    )
    
    
    (1,921
    )Basic and diluted (loss) earnings per
share
    
    $
    (0.03
    )
    
    $
    (0.19
    )
    
    $
    (0.01
    )
    
    $
    (0.05
    )
 Year ended December 31, 2009First
    
    Second
    
    Third
    


    FourthQuarter
    
    Quarter
    
    Quarter
    


    QuarterTotal revenues
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total operating expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    262Net income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (147
    )Basic and diluted (loss) earnings per
share
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (0.04
    )
 F-20




---



##### 



Pebblebrook Hotel Trust
Schedule IIIReal Estate and Accumulated Depreciation
As of December 31, 2010
(In thousands)
 Initial Costs
    
    
    Costs
    
    
    Gross Amount at End of YearFurniture,
    
    
    Capitalized
    
    
    
    
    
    
    
    
    
    
    Furniture,
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Year ofBuilding and
    
    
    Fixtures and
    
    
    Subsequent to
    
    
    
    
    
    
    Building and
    
    
    Fixtures and
    
    
    
    
    
    
    Accumulated
    
    
    Net Book
    
    
    Original
    
    
    Date of
    
    
    DepreciationDescription
    
    Encumbrances
    
    
    Land
    
    
    Improvements
    
    
    Equipment
    
    
    Acquisition
    
    
    Land
    
    
    Improvements
    
    
    Equipment
    
    
    Total
    
    
    Depreciation
    
    
    Value
    
    
    Construction
    
    
    Acquisition
    
    
    LifeDoubleTree by Hilton
Bethesda-Washington DC
    
    $
    
    
    
    $
    10,065
    
    
    $
    53,000
    
    
    $
    4,035
    
    
    $
    1,033
    
    
    $
    10,065
    
    
    $
    53,245
    
    
    $
    4,823
    
    
    $
    68,133
    
    
    $
    (1,121
    )
    
    $
    67,012
    
    
    
    1971
    
    
    
    06/04/10
    
    
    5-40 yearsSir Francis Drake
    
    
    
    
    
    
    22,500
    
    
    
    60,547
    
    
    
    6,953
    
    
    
    1,475
    
    
    
    22,500
    
    
    
    60,553
    
    
    
    8,422
    
    
    
    91,475
    
    
    
    (1,340
    )
    
    
    90,135
    
    
    
    1928
    
    
    
    06/22/10
    
    
    7-40 yearsInterContinental Buckhead
Hotel
    
    
    (52,500
    )
    
    
    25,000
    
    
    
    68,844
    
    
    
    11,000
    
    
    
    59
    
    
    
    25,000
    
    
    
    68,903
    
    
    
    11,000
    
    
    
    104,903
    
    
    
    (1,653
    )
    
    
    103,250
    
    
    
    2004
    
    
    
    07/01/10
    
    
    7-40 yearsMonaco Washington DC
    
    
    (35,000
    )
    
    
    
    
    
    
    60,630
    
    
    
    2,441
    
    
    
    
    
    
    
    
    
    
    
    60,630
    
    
    
    2,441
    
    
    
    63,071
    
    
    
    (582
    )
    
    
    62,489
    
    
    
    1839
    
    
    
    09/09/10
    
    
    7-40 yearsThe Grand Hotel Minneapolis
    
    
    
    
    
    
    4,950
    
    
    
    26,616
    
    
    
    300
    
    
    
    740
    
    
    
    4,950
    
    
    
    26,833
    
    
    
    823
    
    
    
    32,606
    
    
    
    (256
    )
    
    
    32,350
    
    
    
    1912
    
    
    
    09/29/10
    
    
    1-40 yearsSkamania Lodge
    
    
    
    
    
    
    8,551
    
    
    
    43,566
    
    
    
    3,523
    
    
    
    
    
    
    
    8,551
    
    
    
    43,566
    
    
    
    3,523
    
    
    
    55,640
    
    
    
    (257
    )
    
    
    55,383
    
    
    
    1993
    
    
    
    11/03/10
    
    
    7-40 yearsSheraton Delfina Santa
Monica Hotel
    
    
    
    
    
    
    18,784
    
    
    
    81,580
    
    
    
    2,295
    
    
    
    
    
    
    
    18,784
    
    
    
    81,580
    
    
    
    2,295
    
    
    
    102,659
    
    
    
    (279
    )
    
    
    102,380
    
    
    
    1972
    
    
    
    11/19/10
    
    
    7-40 yearsSofitel Philadelphia Hotel
    
    
    (56,070
    )
    
    
    18,000
    
    
    
    64,256
    
    
    
    4,639
    
    
    
    
    
    
    
    18,000
    
    
    
    64,256
    
    
    
    4,639
    
    
    
    86,895
    
    
    
    (180
    )
    
    
    86,715
    
    
    
    2000
    
    
    
    12/03/10
    
    
    7-40 years$
    (143,570
    )
    
    $
    107,850
    
    
    $
    459,039
    
    
    $
    35,186
    
    
    $
    3,307
    
    
    $
    107,850
    
    
    $
    459,566
    
    
    $
    37,966
    
    
    $
    605,382
    
    
    $
    (5,668
    )
    
    $
    599,714
 F-21




---



##### 



Pebblebrook Hotel Trust
Schedule IIIReal Estate and Accumulated DepreciationContinued
As of December 31, 2010
(In thousands)
 Reconciliation of Real Estate and Accumulated Depreciation:Reconciliation of Real Estate:Balance at December 31, 2009
    
    $
    Acquisitions
    
    
    602,075Capital expenditures
    
    
    3,307Balance at December 31, 2010
    
    $
    605,382Reconciliation of Accumulated Depreciation:Balance at December 31, 2009
    
    $
    Depreciation
    
    
    5,668Balance at December 31, 2010
    
    $
    5,668
 F-22




---



##### 



EXHIBIT INDEX
 ExhibitNumber
    
    Description of Exhibit3.1
    
    Articles of Amendment and Restatement of Pebblebrook Hotel Trust (Incorporated by
reference to Exhibit 3.2 to the Registrants Registration Statement on Form S-11
filed on July 13, 2010 (File No. 333-168078)).3.2
    
    Bylaws of Pebblebrook Hotel Trust (Incorporated by reference to Exhibit 3.1 to the
Registrants Registration Statement on Form S-11 filed on July 13, 2010 (File No.
333-168078)).3.3
    
    First Amended and Restated Agreement of Limited Partnership of Pebblebrook Hotel,
L. P. (Incorporated by reference to the Registrants Quarterly Report on Form 10-Q
filed on May 7, 2010 (File No. 001-34571)).10.1
    
    Pebblebrook Hotel Trust 2009 Equity Incentive Plan (Incorporated by reference to
Exhibit 10.1 to the Registrants Registration Statement on Form S-11 filed on July
13, 2010 (File No. 333-168078)).10.2
    
    Change in Control Severance Agreement between Pebblebrook Hotel Trust and Jon E.
Bortz (Incorporated by reference to Exhibit 10.2 to the Registrants Annual Report
on Form 10-K filed on March 24, 2010 (File No. 001-34571)).*10.3
    
    Change in Control Severance Agreement between Pebblebrook Hotel Trust and Raymond
D. Martz (Incorporated by reference to Exhibit 10.3 to the Registrants Annual
Report on Form 10-K filed on March 24, 2010 (File No. 001-34571)).*10.4
    
    Change in Control Severance Agreement between Pebblebrook Hotel Trust and Thomas C.
Fisher (Incorporated by reference to Exhibit 10.4 to the Registrants Annual Report
on Form 10-K filed on March 24, 2010 (File No. 001-34571)).*10.5
    
    Form of Indemnification Agreement between Pebblebrook Hotel Trust and its officers
and trustees (Incorporated by reference to Exhibit 10.4 of Amendment No. 1 to the
Registrants Registration Statement on Form S-11/A, filed by the Registrant on
November 10, 2009 (File No. 333-162412)).10.6
    
    Form of Share Award Agreement for officers and employees (Incorporated by reference
to Exhibit 10.5 of Amendment No. 2 to the Registrants Registration Statement on
Form S-11/A filed on November 25, 2009 (File No. 333-162412)).*10.7
    
    Share Award Agreement between Pebblebrook Hotel Trust and Jon E. Bortz
(Incorporated by reference to Exhibit 10.1 of the Registrants Current Report on
Form 8-K filed on March 16, 2010 (File No. 001-34571)).*10.8
    
    Share Award Agreement between Pebblebrook Hotel Trust and Raymond D. Martz
(Incorporated by reference to Exhibit 10.2 of the Registrants Current Report on
Form 8-K filed on March 16, 2010 (File No. 001-34571)).*10.9
    
    Share Award Agreement between Pebblebrook Hotel Trust and Thomas C. Fisher
(Incorporated by reference to Exhibit 10.3 of the Registrants Current Report on
Form 8-K filed on March 16, 2010 (File No. 001-34571)).*10.10
    
    Form of Share Award Agreement for trustees (Incorporated by reference to Exhibit
10.6 of Amendment No. 2 to the Registrants Registration Statement on Form S-11/A
filed on November 25, 2009 (File No. 333-162412)).10.11
    
    LTIP Unit Vesting Agreement between Pebblebrook Hotel Trust and Jon E. Bortz
(Incorporated by reference to Exhibit 10.11 to the Registrants Annual Report on
Form 10-K filed on March 24, 2010 (File No. 001-34571)).*10.12
    
    LTIP Unit Vesting Agreement between Pebblebrook Hotel Trust and Raymond D. Martz
(Incorporated by reference to Exhibit 10.12 to the Registrants Annual Report on
Form 10-K filed on March 24, 2010 (File No. 001-34571)).*10.13
    
    LTIP Unit Vesting Agreement between Pebblebrook Hotel Trust and Thomas C. Fisher
(Incorporated by
reference to Exhibit 10.13 to the Registrants Annual Report on
Form 10-K filed on March 24, 2010 (File No. 001-34571)).*10.14
    
    Lease, dated December 1, 1999, by and between the United States of America, acting
through the Administrator of General Services, and Tariff Building Associates, L.P.
(Incorporated by




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##### 



ExhibitNumber
    
    Description of Exhibitreference to Exhibit 10.1 to the Registrants Current Report on
Form 8-K filed on September 13, 2010 (File No. 001-34571)).10.15
    
    Assignment and Assumption of GSA Lease, by and among the United States of America,
acting by and through the Administrator of General Services and Authorized
Representatives, Tariff Building Associates, L.P., and Jayhawk Owner LLC
(Incorporated by reference to Exhibit 10.2 to the Registrants Current Report on
Form 8-K filed on September 13, 2010 (File No. 001-34571)).10.16
    
    Promissory Note by Tariff Building Associates, L.P. in favor of Wachovia Bank,
National Association (Incorporated by reference to Exhibit 10.3 to the Registrants
Current Report on Form 8-K filed on September 13, 2010 (File No. 001-34571)).10.17
    
    Assumption Agreement, by and among Bank of America, N.A., as successor to Wells
Fargo Bank, N.A., as trustee for the registered holders of COBALT CMBS Commercial
Mortgage Trust 2007-C2, Commercial Mortgage Pass-Through Certificates, Series
2007-C2, Tariff Building Associates, L.P., Kimpton Development Opportunity Fund,
L.P., Jayhawk Owner LLC, and Pebblebrook Hotel, L.P. (Incorporated by reference to
Exhibit 10.4 to the Registrants Current Report on Form 8-K filed on September 13,
2010 (File No. 001-34571)).10.18
    
    Deed of Trust, Security Agreement, Assignment of Rents and Fixtures Filing dated as
of February 23, 2007 by and among Tariff Building Associates, L.P., as borrower,
First American Title Insurance Company, as Trustee for the benefit of Wachovia
Bank, National Association, as lender (Incorporated by reference to Exhibit 10.5 to
the Registrants Current Report on Form 8-K filed on September 13, 2010 (File No.
001-34571)).10.19
    
    Credit Agreement, dated as of July 8, 2010, among Pebblebrook Hotel Trust,
Pebblebrook Hotel, L.P., as borrower, the other guarantors party thereto, the
lenders party thereto, Bank of America, N.A., as administrative agent, Banc of
America Securities LLC and Wells Fargo Securities, LLC, as joint lead arrangers and
joint book runners, Wells Fargo Bank, National Association, as syndication agent,
and U.S. Bank National Association, as co-documentation agent.(Incorporated by
reference to Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on
July 9, 2010 (File No. 001-34571)).10.20
    
    Promissory Note by South 17th Street OwnerCo, LLC in favor of
Greenwich Capital Financial Products, Inc. (Incorporated by reference to Exhibit
10.1 to the Registrants Current Report on Form 8-K filed on December 6, 2010 (File
No. 001-34571)).10.21
    
    Loan Agreement dated as of January 5, 2007, between South
17th Street OwnerCo, LLC, as borrower, and Greenwich Capital
Financial Products, Inc., as lender (Incorporated by reference to Exhibit 10.2 to
the Registrants Current Report on Form 8-K filed on December 6, 2010 (File No.
001-34571)).10.22
    
    Membership Interest Purchase Agreement by and among Platinum OwnerCo, LLC, Platinum
LeaseCo, LLC, and South 17th Street IntermezzCo, LLC, as the
Seller Parties, and Spartans Owner, LLC and Spartans Lessee, LLC, as the Purchaser
Parties, dated as of October 13, 2010, for the Sofitel Philadelphia (Incorporated
by reference to Exhibit 10.3 to the Registrants Current Report on Form 8-K filed
on December 6, 2010 (File No. 001-34571)).10.23
    
    Second Amendment to Membership Interest Purchase Agreement, dated November 15,
2010, by and among Platinum OwnerCo, LLC, Platinum LeaseCo, LLC, South
17th Street IntermezzCo, LLC, Spartans Owner, LLC and
Spartans Lessee, LLC (Incorporated by reference to Exhibit 10.4 to the Registrants
Current Report on Form 8-K filed on December 6, 2010 (File No. 001-34571)).10.24
    
    Third Amendment to Membership Interest Purchase Agreement, dated November 30, 2010,
by and among Platinum OwnerCo, LLC, Platinum LeaseCo, LLC, South
17th Street IntermezzCo, LLC, Spartans Owner, LLC and
Spartans Lessee, LLC (Incorporated by reference to Exhibit 10.5 to the Registrants
Current Report on Form 8-K filed on December 6, 2010 (File No. 001-34571)).10.25
    
    Loan Agreement, between Orangemen Owner LLC, as Borrower, and Goldman Sachs
Commercial Mortgage Capital, L.P., as Lender (Incorporated by reference to Exhibit
10.1 to the Registrants Current Report on Form 8-K filed on December 15, 2010
(File No. 001-34571)).10.26
    
    Purchase and Sale Agreement of the Sheraton Delfina Santa Monica Hotel. 10.27
    
    First Amendment to Purchase and Sale Agreement by and between 615 2nd
Avenue South  Minneapolis LLC and Gator Owner LLC.




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##### 



ExhibitNumber
    
    Description of Exhibit10.28
    
    Purchase and Sale Agreement between Maritime Hotel Associates, L.P. and Wildcats
Owner LLC.12.1
    
    Statement of computation of ratios of earnings to fixed charges.21.1
    
    List of Subsidiaries of Pebblebrook Hotel Trust.23.1
    
    Consent of KPMG LLP.31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Management agreement or compensatory plan or arrangement.
    
    Filed electronically herewith.