UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
 
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 
 
THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended December 31, 2011
 

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: 001-14236
 
(FelCor Lodging Trust Incorporated)
 
Commission file number:  333-39595-01
 
(FelCor Lodging Limited Partnership)
FelCor Lodging Trust Incorporated
FelCor Lodging Limited Partnership
(Exact Name of Registrant as Specified in Its Charter)

 
Maryland
(FelCor Lodging Trust Incorporated)
 
75-2541756
 
Delaware
(FelCor Lodging Limited Partnership)
 
75-2544994
 
(State or Other Jurisdiction of
 Incorporation or Organization)
 
 
(I.R.S. Employer
Identification No.)
 
 
 
 
545 E. John Carpenter Freeway, Suite 1300, Irving, Texas
 
75062
 
 
 (Address of Principal Executive Offices)
 
(Zip Code)
 
(972) 444-4900
(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange
on which registered
FelCor Lodging Trust Incorporated:
 
 
Common Stock
 
New York Stock Exchange
$1.95 Series A Cumulative Convertible Preferred Stock
 
New York Stock Exchange
Depositary Shares representing 8% Series C Cumulative Redeemable Preferred Stock
 

New York Stock Exchange
FelCor Lodging Limited Partnership:
 
 
None
 
 

Securities registered pursuant to Section 12(g) of the Act:
None
(Title of class)



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
FelCor Lodging Trust Incorporated
 
¨
Yes
þ
No
 
FelCor Lodging Limited Partnership
 
¨
Yes
þ
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
FelCor Lodging Trust Incorporated
 
¨
Yes
þ
No
 
FelCor Lodging Limited Partnership
 
¨
Yes
þ
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
FelCor Lodging Trust Incorporated
 
þ
Yes
¨
No
 
FelCor Lodging Limited Partnership
 
þ
Yes
¨
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
FelCor Lodging Trust Incorporated
 
þ
Yes
¨
No
 
FelCor Lodging Limited Partnership
 
þ
Yes
¨
No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
FelCor Lodging Trust Incorporated:
 
 
 Large accelerated filer  o
 
 Accelerated filer þ
 Non-accelerated filer      o  (Do not check if a smaller reporting company)
 
 Smaller reporting company o
FelCor Lodging Limited Partnership:
 
 
 Large accelerated filer  o
 
 Accelerated filer ¨
 Non-accelerated filer      þ  (Do not check if a smaller reporting company)
 
 Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 
 
FelCor Lodging Trust Incorporated
 
o
Yes
þ
No
 
FelCor Lodging Limited Partnership
 
o
Yes
þ
No

The aggregate market value of shares of common stock held by non-affiliates of FelCor Lodging Trust Incorporated as of June 30, 2011, computed by reference to the price at which its common stock was last sold at June 30, 2011, was approximately $642 million.
As of February 27, 2012, the registrant had issued and outstanding 124,218,010 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of FelCor Lodging Trust Incorporated's definitive Proxy Statement pertaining to its 2012 Annual Meeting of Stockholders (the “Proxy Statement”), filed or to be filed not later than 120 days after the end of the fiscal year pursuant to Regulation 14A, is incorporated herein by reference into Part III.





EXPLANATORY NOTE
This annual report on Form 10-K for the fiscal year ended December 31, 2011, combines the filings for FelCor Lodging Trust Incorporated, or FelCor, and FelCor Lodging Limited Partnership, or FelCor LP. Where it is important to distinguish between the two, we either refer specifically to FelCor or FelCor LP. Otherwise we use the terms "we" or "our" to refer to FelCor and FelCor LP, collectively (including their consolidated subsidiaries), unless the context indicates otherwise.
FelCor is a Maryland corporation operating as a real estate investment trust, or REIT, and is the sole general partner, and the owner of, a greater than 99% partnership interest in FelCor LP. Through FelCor LP, FelCor owns hotels and conducts business. As the sole general partner of FelCor LP, FelCor has exclusive and complete control of FelCor LP's day-to-day management.
We believe combining periodic reports for FelCor and FelCor LP into a single combined report results in the following benefits:
presents our business as a whole (the same way management views and operates the business);
eliminates duplicative disclosure and provides a more streamlined presentation (a substantial portion of our disclosure applies to both FelCor and FelCor LP); and
saves time and cost by preparing combined reports instead of separate reports.
We operate the company as one enterprise. The employees of FelCor direct the management and operation of FelCor LP. With sole control of FelCor LP, FelCor consolidates FelCor LP for financial reporting purposes. FelCor has no assets other than its investment in FelCor LP and no liabilities separate from FelCor LP. Therefore, the reported assets and liabilities for FelCor and FelCor LP are substantially identical.
The substantive difference between the two entities is that FelCor is a REIT with publicly-traded equity, while FelCor LP is a partnership with no publicly-traded equity. This difference is reflected in the financial statements on the equity (or partners' capital) section of the consolidated balance sheets and in the consolidated statements of equity (or partners' capital). Apart from the different equity treatment, the consolidated financial statements for FelCor and FelCor LP are nearly identical, except the net income (loss) attributable to redeemable noncontrolling interests in FelCor LP is deducted from FelCor's net income (loss) in order to arrive at net income (loss) attributable to FelCor common stockholders. The noncontrolling interest is included in net income (loss) attributable to FelCor LP common unitholders. The holders of noncontrolling interests in FelCor LP are unaffiliated with FelCor, and in aggregate, hold less than 1% of the operating partnership units.
We present the sections in this report combined unless separate disclosure is required for clarity.






FELCOR LODGING TRUST INCORPORATED and
FELCOR LODGING LIMITED PARTNERSHIP

INDEX

 
 
Form 10-K
 
 
Report
Item No.
 
Page
 
 
 
PART I
 
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
 
 
 
  PART II
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities
Item 6.
Selected Financial Data
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
 
 
 
 
 PART III
 
Item 10.
Directors, Executive Officers of the Registrant 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, Related Transactions and Director Independence
Item 14.
Principal Accountant Fees and Services
 
 
 
PART IV 
 
Item 15.
Exhibits and Financial Statement Schedules

This Annual Report contains registered trademarks and service marks owned or licensed by companies other than us, including (but not limited to) Crowne Plaza, Doubletree, Doubletree Guest Suites, Embassy Suites Hotels, Fairmont, Hilton, Holiday Inn, Marriott, Morgans, Priority Club, Renaissance, Royalton, Sheraton, Sheraton Suites, Walt Disney World and Westin.


2


Disclosure Regarding Forward Looking Statements

Our disclosure and analysis in this Annual Report and in FelCor's 2011 Annual Report to Stockholders may contain forward-looking statements that set forth anticipated results based on management's plans and assumptions. From time to time, we may also provide forward-looking statements in other materials we release to the public. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. We have tried, wherever possible, to identify each such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “target,” “forecast,” “continue” or similar expressions. In particular, these forward-looking statements may include those relating to future actions (including future acquisitions or dispositions and future capital expenditure plans) and future performance or expenses.

We cannot guarantee that any future results discussed in any forward-looking statements will be realized, although we believe that we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions, including those discussed in Item 1A “Risk Factors.” Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those results anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make or related subjects in our quarterly reports on Form 10-Q and Current Reports on Form 8-K that we file with the Securities and Exchange Commission (“SEC”). Also note that, in our risk factors, we provide a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business. These are factors that, individually or in the aggregate, we believe could cause our actual results to differ materially from past results and those results anticipated, estimated or projected. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. It is not possible to predict or identify all such risk factors. Consequently, you should not consider the risk factor discussion to be a complete discussion of all of the potential risks or uncertainties that could affect our business.

The prospective financial information related to anticipated operating performance included in this report has been prepared by, and is the responsibility of, our management.  PricewaterhouseCoopers LLP, or PwC, has neither examined nor compiled the accompanying prospective financial information and, accordingly, PwC does not express an opinion or any other form of assurance with respect thereto.  The PwC reports included in this report relate to our historical financial information.  They do not extend to the prospective financial information and should not be read to do so.


3


PART I
Item 1.    Business
About FelCor and FelCor LP
FelCor Lodging Trust Incorporated (NYSE:FCH), or FelCor, is a Maryland corporation operating as a real estate investment trust, or REIT.  FelCor is the sole general partner of, and the owner of a greater than 99% partnership interest in, FelCor Lodging Limited Partnership, or FelCor LP, through which we held ownership interests in 76 hotels with 21,749 rooms at December 31, 2011.  At December 31, 2011, we had an aggregate of 124,917,010 shares and units outstanding, consisting of 124,280,585 shares of FelCor common stock and 636,425 units of FelCor LP limited partnership interest not owned by FelCor.

Business Strategy

Strategic Plan and Objectives. We are committed to enhancing stockholder value and delivering superior returns on invested capital by assembling a diversified portfolio of high-quality hotels located in major markets and resort locations that have dynamic demand generators and high barriers to entry. At the same time, we seek to improve cash flow and real estate value through disciplined portfolio management, unique asset management and smart allocation of capital. In 2006, we developed a long-term strategic plan to achieve these objectives. This plan focuses on four critically important areas:
Create a high-quality portfolio to improve future growth rates and return on investment;
Create a sound and flexible balance sheet with lower leverage to withstand lodging cycles;
Enhance organic growth through asset management and high return on investment redevelopment projects; and
Selectively acquire hotels in our core markets that meet our strict underwriting criteria.

Recent Achievements. During 2011, we made significant progress toward achieving the objectives of our strategic plan.

We sold nine hotels since December 2010 (out of 15 hotels initially brought to market in late 2010) for total gross proceeds of $222 million (our pro rata share was $180 million). We used $80 million of those proceeds to repay indebtedness secured by four of those hotels and the remainder to repay other indebtedness and fund capital spending.
We also completed several other balance sheet initiatives during 2011:
Established a $225 million secured line of credit (we had no borrowings under the line at December 31, 2011, and the full $225 million is available for general corporate purposes).
Issued $525 million of 6.75% senior secured notes due 2019 and used the net proceeds to repay existing higher-cost debt (including the remaining $46 million of outstanding 9.0% senior notes due 2011), repay the $145 million balance on our line of credit and fund our $140 million purchase of Royalton and Morgans.
Sold 27.6 million shares of common stock in an underwritten public offering and used the net proceeds to redeem $144 million (of face value) of our 10% senior secured notes due 2014.
Extended a maturing mortgage loan for up to two years. The loan now bears an average interest rate of LIBOR plus 2.2% and is prepayable at any time, in whole or in part, with no penalty. At the same time, we repaid $20 million of the principal balance, reducing the outstanding balance to $158 million.
In May 2011, we acquired two midtown Manhattan hotels, Royalton and Morgans.
In December 2011, we acquired and commenced redevelopment of the four-plus star Knickerbocker Hotel in Times Square.

4


Throughout 2011, we continued to reinvest in our portfolio, spending $91.2 million (our pro rata portion), primarily to renovate eight hotels and redevelop the Fairmont Copley Plaza and one other hotel. We expect to complete work at the Fairmont Copley Plaza in 2012 that will reposition the hotel closer to its luxury competitors, including a complete renovation of rooms and corridors, upgrading 12 rooms to Fairmont Gold, adding a new rooftop fitness center and spa, and redeveloping the food and beverage and other public areas.
In early 2012, we began marketing an additional 10 hotels for sale. As those hotels are sold, we expect to use a substantial amount of the net proceeds to repay outstanding debt and to pay accrued preferred dividends

Balance Sheet Strategy. A healthy balance sheet provides the necessary flexibility and capacity to withstand lodging cycles, and we are committed to strengthening our balance sheet by reducing leverage, lowering our cost of debt and extending debt maturities.

As our cash flow increases from continued RevPAR growth and we sell non-strategic hotels, we expect to reduce our leverage materially. Our targeted leverage is 4.5 times (measured as total net debt to Adjusted EBITDA).
We expect to reduce debt and restructure our balance sheet as we repay existing debt with proceeds from asset sales, or refinance debt on more favorable terms.
We also expect to bring our accrued preferred dividends current using net proceeds from asset sales, which is necessary before we are able to resume paying a common stock dividend.
During the last three years we successfully refinanced or repaid all of our near-term debt maturities, and we refinanced or resolved $1.6 billion of consolidated debt and extended our weighted average debt maturity to mid‑2016.
We do not expect to acquire any further hotels in the near-term as we focus on reducing leverage.
We have no near-term debt maturities.

Portfolio Management. Our portfolio composition (by segment, brand and location) continues to evolve as we sell non-strategic hotels, acquire superior hotels in our target markets and invest in our core portfolio. In the first phase of our asset disposition program, we disposed of 53 non-strategic hotels (primarily limited service and midscale hotels located in secondary and tertiary markets and markets with low barriers to entry). Today our portfolio consists primarily of upper-upscale hotels and resorts located in more than 30 major markets. Most are operated under well-recognized brands, such as Doubletree, Embassy Suites Hotels, Fairmont, Hilton, Holiday Inn, Marriott, Renaissance, Sheraton, and Westin. Royalton and Morgans, in midtown Manhattan, are operated independent of any brand because demand in their submarket more than offsets the potential net brand contribution. We sell and acquire hotels to improve our overall portfolio quality, enhance diversification and improve growth rates. 

Hotel Sales. Selling non-strategic hotels increases our long-term growth, reduces future capital expenditures and enables management to focus on “core” long-term investments. We regularly review each hotel in our portfolio in terms of projected performance, future capital expenditure requirements and market dynamics and concentration risk.  We developed a plan to sell as many as 40 hotels (including the 15 hotels and 10 hotels we began marketing in late 2010 and early 2012, respectively). We intend to sell hotels through 2013, and expect to use the net proceeds to repay debt, pay our accrued preferred dividends and invest in high return on investment redevelopment opportunities at our core hotels. We will bring the remaining hotels to market at the appropriate time to maximize profit.

Hotel Acquisitions. We only consider purchasing hotels that meet or exceed our strict investment criteria:
We only consider acquisition candidates that are accretive to long-term stockholder value, improve the overall quality of our portfolio, further diversify our portfolio by market, customer type and brand and improve future Hotel EBITDA growth.

5



We limit our acquisitions to high-quality hotels in major urban and resort markets with high barriers to entry and high growth potential, as typified by the iconic Fairmont Copley Plaza, Royalton, Morgans, and (at stabilization) the Knickerbocker.
We seek hotels that are priced at a significant discount to replacement cost with investment returns that exceed our weighted average cost of capital and can provide attractive long-term yields.
We also consider hotels that offer redevelopment and/or revenue enhancement opportunities that can further enhance our return on investment.
In December 2011, we acquired and commenced redevelopment of the four-plus star Knickerbocker Hotel in Times Square. We expect the Knickerbocker to be our last acquisition in this cycle, as we focus on strengthening our balance sheet through the sale of non-strategic hotels and reducing leverage.

Asset Management. We seek to maximize revenue, market share, hotel operating margins and cash flow at every hotel. FelCor's asset management uses an aggressive, hands-on approach. All of our asset managers have extensive hotel operating experience. They also have thorough knowledge of the markets and overall demand dynamics where our hotels operate. As a consequence, their interaction and credibility with our hotel managers is very effective. We encourage our hotel managers to implement best practices in expense and revenue management and we work closely with them to monitor and review hotel operations and align cost structures with current business. For example, we reduced departmental and overhead costs per room at the onset of the recession. We continue to benefit from these actions, which resulted in a $25 million reduction in same-store expenses in 2011 compared to 2008, despite inflationary increases. Notably, most of these savings are permanent. With our strong brand relationships, we have significant influence over how their policies and procedures (most notably, brand strategy on marketing and revenue enhancement programs) affect us, as hotel owners. In addition to working with our hotel managers to maximize hotel operating performance, we consider value-added enhancements at our hotels, such as maximizing use of public areas, implementing new restaurant concepts and changing management of food and beverage operations.

Renovations and Redevelopment. We take a long-term approach to capital spending. Our plan involves efficiently maintaining our properties and limiting future fluctuations of expenditures while maximizing return on investment. We invested more than $450 million in a multi-year, portfolio-wide renovation program (completed in 2008) that enhanced the competitive position and value of our hotels, as evidenced by market share gains during 2008-10. We anticipate renovating between six and eight core hotels each year. We regularly consider expansion or redevelopment opportunities at our properties that offer attractive returns. For example, after we redeveloped a former Crowne Plaza into the San Francisco Marriott Union Square, for 2011, the hotel was ranked twenty-third in guest satisfaction and third in fewest guest complaints out of 339 full-service Marriott hotels. From 2007 (prior to redevelopment) to 2011, revenue per available room (RevPAR) and EBITDA increased 35% to $162 and 270% to $5.4 million, respectively. In addition, we expect this hotel to continue to grow RevPAR significantly greater than the San Francisco market. With a similar mindset as discussed above, we are currently improving the Fairmont Copley Plaza, including a complete renovation of rooms and corridors, upgrading 12 rooms to Fairmont Gold, building a rooftop fitness center and spa and redeveloping the food and beverage and other public areas, all of which will reposition the hotel closer to its luxury competitors.

Brand Relationships. We benefit from well-established brand/manager relationships with Hilton Worldwide (Embassy Suites Hotels, Doubletree and Hilton), Starwood Hotels & Resorts Worldwide, Inc. (Sheraton and Westin), Marriott International, Inc. (Renaissance and Marriott), Fairmont Hotels & Resorts, InterContinental Hotels Group PLC (Holiday Inn) and Morgans Hotel Group (Morgans and Royalton). These relationships enable us to work effectively with our managers to maximize margins and operating cash flow from our hotels.


6


Portfolio Restructuring Program. As part of our long-term strategic plan to enhance stockholder value and achieve or exceed targeted returns on invested capital, we sell and selectively acquire hotels to improve our overall portfolio quality, enhance diversification and improve growth rates. On an ongoing basis, we review each hotel in our portfolio in terms of projected performance, future capital expenditure requirements and market dynamics and concentration risk. Based on this analysis, at the end of 2010, we announced our intention to sell our interests in as many as 40 hotels. We began marketing 15 hotels for sale in the last quarter of 2010 and 10 more hotels in early 2012. We have sold nine hotels since December 2010 for total gross proceeds of $222 million (our pro rata share was $180 million). We continue to monitor the transaction environment and will bring our remaining non-strategic hotels to market at the appropriate time.

The Lodging Industry

The United States lodging industry is diverse and fragmented. Hotels are owned by both public and private companies and partnerships, some of which also operate those hotels. Often, hotels are operated on behalf of their owners by independent management companies. Some hotels are operated and marketed under familiar brands, or “flags,” such Hilton, Marriott, Sheraton, Embassy Suites, Holiday Inns, etc. Other hotels are operated independent of any brand, often because the addition of a brand would not enhance the hotel's performance, and in some cases because operating as an independent “boutique” hotel may actually enhance a hotel's appeal to a targeted segment of travelers. We do not operate our hotels. All of our hotels are operated on our behalf by independent managers, most of which are affiliated with national and international brands.

The industry caters to a diverse customer base, including transient customers (both leisure and corporate), groups (both leisure and corporate) and long-term, or contract, customers. Average rates charged by the hotels are dependent on the customer mix and supply and demand in the market.

Persistent momentum for the industry has increased operator confidence that the lodging recovery, which began in 2010, remains intact, despite slower overall US economic growth and ongoing worldwide economic uncertainly. Broadly, lodging demand continued to recover through 2011 and appears to be poised for continued growth.

For 2011, Smith Travel Research, or STR, a leading provider of hospitality industry data, reported that:

RevPAR increased 8.2%, which was substantially above the long-term historical average;
Occupancy increased 4.4% to 60.1%, as improving demand growth and moderating supply growth trends continued;
Industry performance improved on a widespread basis, with all of the largest 25 markets (as defined by STR) enjoying increased RevPAR in 2011; and
Average daily rate (ADR) increased 3.7%, as operators raised rates in the face of strong demand growth, led by increases in corporate travel, and re-mixed their business in favor of premium corporate guests.

Average occupancy for the industry, per STR, increased to 60.1%, close to 2008 (pre-recession) levels. While future demand trends remain difficult to discern, as businesses continue to conserve cash and gross domestic product (GDP) growth remains sluggish, the industry continues to experience strong demand growth. During the recent recession, lodging demand fell quicker than GDP, providing room for a more robust recovery in the lodging industry than the slower recovery for the overall US economy might indicate. Travel pundits expect continued growth and favorable operating dynamics in 2012, reflecting higher demand levels, improved pricing and below-historical-average supply growth, which remains constrained by limited development financing. STR reported that rooms under construction fell 75% to approximately 54,000 in December 2011, compared to 212,000 rooms in December 2007. PKF Hospitality Research, or PKF, another leading provider of hospitality industry data, projects that lodging fundamentals will continue to improve in 2012, with demand increasing 1.5% and supply growing only 0.7%. As a result, according to PKF, hotel occupancy in 2012 should increase 0.7%, compared to 2011. As occupancy increases, hotels should have the opportunity to improve ADR further by remixing their business in favor

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of premium corporate guests, and ADR growth should be a more significant factor in RevPAR growth. PKF projects 2012 industry ADR will increase by 4.7%, contributing to a projected 5.4% RevPAR increase.  PKF projects that pricing power will strengthen through 2013, as occupancies return to historical levels, contributing to a projected 7.3% gain in industry RevPAR in 2013.

Hotel Classifications . STR classifies hotel chains into seven distinct segments: luxury, upper-upscale, upscale, upper-midscale, midscale, economy and independent. We own luxury (Fairmont), upper-upscale (Doubletree, Embassy Suites, Hilton, Marriott, Renaissance, Sheraton and Westin), upper-midscale (Holiday Inn) and independent (Royalton and Morgans) hotels. We derived approximately 80% of our 2011 Hotel EBITDA from upper-upscale hotels. STR also categorizes hotels based upon their relative market positions, as measured by ADR, as luxury, upscale, midprice, economy and budget.  The following table contains information with respect to average occupancy (determined by dividing occupied rooms by available rooms), ADR and RevPAR for 73 of our Consolidated Hotels (excluding Royalton and Morgans, since they were acquired in mid-2011), all upscale U.S. hotels, all midprice U.S. hotels and all U.S. hotels, as reported by STR, for the periods indicated:

 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
 
2008
 
2007
Number of FelCor Hotels
 
73

 
80

 
83

 
85

 
83

Occupancy:
 
 
 
 
 
 
 
 
 
 
  FelCor hotels (a)  
 
72.0
%
 
70.5
%
 
66.2
%
 
70.9
%
 
70.4
%
  All Upscale U.S. hotels (b)
 
61.4

 
58.9

 
56.4

 
62.0

 
64.8

  All Midprice U.S. hotels (c)
 
56.3

 
53.8

 
51.9

 
57.6

 
60.4

All U.S. hotels
 
60.1

 
57.6

 
55.1

 
60.4

 
63.2

ADR:
 
 
 
 
 
 
 
 
 
 
  FelCor hotels (a)  
 
$
128.68

 
$
121.47

 
$
123.23

 
$
136.32

 
$
134.21

  All Upscale U.S. hotels (b)
 
109.52

 
106.44

 
106.66

 
115.96

 
113.56

  All Midprice U.S. hotels (c)
 
81.00

 
78.33

 
78.12

 
84.21

 
82.18

All U.S. hotels
 
101.64

 
98.08

 
97.51

 
106.55

 
103.64

RevPAR:
 
 
 
 
 
 
 
 
 
 
  FelCor hotels (a)  
 
$
92.68

 
$
85.58

 
$
81.62

 
$
96.67

 
$
94.48

  All Upscale U.S. hotels (b)
 
67.22

 
62.71

 
60.12

 
71.83

 
73.61

  All Midprice U.S. hotels (c)
 
45.57

 
42.16

 
40.58

 
48.48

 
49.68

All U.S. hotels
 
61.06

 
56.47

 
53.71

 
64.37

 
65.50


(a)
This information is based on historical presentations.
(b)
This category includes "upscale" hotels (hotels with ADRs in the 70th to 85th percentiles in their respective markets).
(c)
This category includes “midprice” hotels (hotels with ADRs in the 40th to 70th percentiles in their respective markets).

Competition

The lodging industry is highly competitive. Customers can choose from a variety of brands and products.   The relationship between the supply of and demand for hotel rooms is cyclical and affects our industry significantly. Certain markets have low barriers to entry ( e.g. , inexpensive land, favorable zoning, etc.), making it easier to build new hotels and increase the supply of modern, high-quality hotel rooms.  Lodging demand growth typically moves in tandem with the overall economy, in addition to local market factors that stimulate travel to specific destinations.  Economic indicators, such as GDP, business investment and employment levels, are common indicators of lodging demand. Each of our hotels competes for guests, primarily, with other full service and limited service hotels in the immediate vicinity and, secondarily, with other hotel properties in its geographic market.

8


Location, brand recognition, hotel quality, service levels and prices are the principal competitive factors affecting our hotels.

Environmental Matters

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in a property.  These laws may impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances.  In addition, certain environmental laws and common law principles could be used to impose liability for release of asbestos-containing materials, and third parties may seek recovery from owners or operators of real property for personal injury associated with exposure to related asbestos-containing materials.  Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require corrective or other expenditures.  In connection with our current or prior ownership or operation of hotels or other real estate, we may be potentially liable for various environmental costs or liabilities.

We customarily obtain a Phase I environmental survey from an independent environmental consultant before acquiring a hotel. The principal purpose of a Phase I survey is to identify indications of potential environmental contamination and, secondarily, to assess, to a limited extent, the potential for environmental regulatory compliance liabilities. The Phase I surveys of our hotels were designed to meet the requirements of the then current industry standards governing Phase I surveys, and consistent with those requirements, none of the surveys involved testing of groundwater, soil or air. Accordingly, they do not represent evaluations of conditions at the studied sites that would be revealed only through such testing.  In addition, Phase I assessments of environmental regulatory compliance issues is general in scope and not a detailed determination of a hotel's environmental compliance. Similarly, Phase I reports do not involve comprehensive analysis of potential offsite liability. Our Phase I reports have not revealed any environmental liability that we believe would have a material adverse effect on our business, assets or results of operations, nor are we aware of any such liability. Nevertheless, it is possible that these reports do not reveal or accurately assess all material environmental conditions and that there are material environmental conditions of which we are unaware.

We believe that our hotels are in compliance, in all material respects, with all federal, state, local and foreign laws and regulations regarding hazardous substances and other environmental matters, to the extent violation of such laws and regulations have a material adverse effect on us. We have not been notified by any governmental authority or private party of any noncompliance, liability or claim relating to hazardous or toxic substances or other environmental matters in connection with any of our current or former properties that we believe would have a material adverse effect on our business, assets or results of operations.  However, obligations for compliance with environmental laws that arise or are discovered in the future may adversely affect our financial condition.

Tax Status

FelCor LP is a partnership for federal income tax purposes, and is not subject to federal income tax. However under its partnership agreement, it is required to reimburse FelCor for any tax payments they are required to make. Accordingly, the tax information herein represents disclosures regarding FelCor and its taxable subsidiaries.

FelCor elected to be treated as a REIT under the federal income tax laws. As a REIT, FelCor generally is not subject to federal income taxation at the corporate level on taxable income that is distributed to its stockholders. FelCor may, however, be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income.  FelCor's taxable REIT subsidiaries, or TRSs, formed to lease its hotels are subject to federal, state and local income taxes.  A REIT is subject to a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its annual taxable

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income to its stockholders.  If FelCor fails to qualify as a REIT in any taxable year for which the statute of limitations remains open, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) for such taxable year and may not qualify as a REIT for four subsequent years.  In connection with FelCor's election to be treated as a REIT, its charter imposes restrictions on the ownership and transfer of shares of its common stock. FelCor LP expects to make distributions on its units sufficient to enable FelCor to meet its distribution obligations as a REIT.  At December 31, 2011, FelCor had a federal income tax loss carryforward of $336.7 million, and its TRSs had a federal income tax loss carryforward of $340.7 million.

Employees

At December 31, 2011, we had 66 full-time employees, none of whom is involved in the day-to-day operation of our hotels.

Ownership of Our Hotels

Of the 76 hotels in which we had an ownership interest at December 31, 2011, we owned a 100% interest in 58 hotels, a 90% interest in entities owning three hotels, an 82% interest in an entity owning one hotel, a 60% interest in an entity owning one hotel and 50% interests in entities owning 13 hotels.  We consolidate our real estate interests in the 63 hotels in which we held majority interests, and we record the real estate interests of the 13 hotels in which we held 50% interests using the equity method. We leased 75 of our 76 hotels to our taxable REIT subsidiaries, of which we own a controlling interest. One 50%-owned hotel was operated without a lease. Because we own controlling interests in these lessees, we consolidate our interests in these 75 hotels (which we refer to as our Consolidated Hotels) and reflect those hotels' operating revenues and expenses in our statements of operations. Our Consolidated Hotels are located in the United States (74 hotels in 22 states) and Canada (one hotel in Ontario), with concentrations in major markets and resort areas.  

Segment Reporting

Our business is conducted in one operating segment because of the similar economic characteristics of our hotels. Additional segment information may be found in the footnotes to our consolidated financial statements elsewhere in this report.

Additional Information

Additional information relating to our hotels and our business, including the charters of our Executive Committee, Corporate Governance and Nominating Committee, Compensation Committee and Audit Committee; our corporate governance guidelines; and our code of business conduct and ethics can be found on our Web site at www.felcor.com .  Information relating to our hotels and our business can also be found in the Notes to Consolidated Financial Statements located elsewhere in this report.  Our annual, quarterly and current reports, and amendments to these reports, filed with the Securities and Exchange Commission, or SEC, under the Securities Exchange Act of 1934, or Exchange Act, are made available on our Web site, free of charge, under the “SEC Filings” tab on our “Investor Relations” page, as soon as practicable following their filing.  The public may also read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330.  The SEC also maintains a Web site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov.


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Item 1A.  Risk Factors

The risk factors described in this section describe the major risks to our business and should be considered carefully. In addition, these statements constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995.

We may be unable to sell non-strategic hotels when anticipated, or at all, or sell them for satisfactory pricing.

As part of our long-term strategic plan, we plan to sell non-strategic hotels and use the proceeds to reduce our leverage, pay accrued preferred dividends, invest in our portfolio and/or acquire hotels that fit our long-term strategy. The current hotel transaction market is at an early stage relative to the economic cycle. While a significant portion of the initial phase of our asset sales took place in a particularly robust transaction market and overall economy, the current and ongoing transaction market is not as robust, and we may be unable to sell hotels at acceptable prices, or at all. Our ability to sell hotels is at least partially dependent on potential buyers obtaining financing. If adequate financing is not available or is only available at undesirable terms, we may be unable to sell hotels or sell them for desired pricing. If we are unable to sell non-strategic hotels or sell them for desired pricing, it could affect our ability to repay and refinance debt and slow the execution of our strategic plan. If we sell a mortgaged hotel for less than its outstanding debt balance, we would be required to use cash to make up the shortfall or substitute an unencumbered hotel as collateral, which would restrict future flexibility when refinancing debt or restrict us from using cash for other purposes.

Compliance with, or failure to comply with, our financial covenants may adversely affect our financial position and results of operations.

The agreements governing our senior secured notes (our "Senior Notes") require that we satisfy total leverage, secured leverage and interest coverage tests in order, among other things, to: (i) incur additional indebtedness except to refinance maturing debt with replacement debt, as defined under our indentures; (ii) pay dividends other than to maintain our REIT status; (iii) repurchase capital stock; or (iv) merge. These restrictions may adversely affect our ability to finance our operations or engage in other business activities that may be in our best interest.

Various political, economic, social or business risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and financial thresholds.  Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions.  A default could permit lenders to accelerate the maturity of obligations under these agreements and to foreclose upon any collateral securing those obligations.  Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations.  In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions could significantly impair our ability to obtain other financing.  We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us, or at all.

Certain of our subsidiaries have been formed as special purpose entities, or SPEs.  These SPEs have incurred mortgage debt secured by the assets of those SPEs, which debt is non-recourse to us, except in connection with certain customary recourse "carve-outs," including fraud, misapplication of funds, etc., in which case, this debt could become fully recourse to us.


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Our ability to pay dividends may be limited or prohibited by the terms of our indebtedness or preferred stock.

We currently are party to agreements and instruments that can restrict or prevent the payment of dividends on our common and preferred stock (except as necessary to retain REIT status). Under the agreements governing our Senior Notes, dividend payments are permitted only to the extent that, at the time of the distribution, we can satisfy certain financial thresholds (concerning leverage and fixed charges) and meet other requirements. Under the terms of our outstanding preferred stock, we are not permitted to pay dividends on our common stock unless all accrued preferred dividends then payable have been paid. At December 31, 2011 , we had $76.3 million of unpaid accrued preferred dividends. Until we pay accrued but unpaid preferred dividends, or if we fail to pay future dividends on our preferred stock for any reason, including to comply with the terms of our Senior Notes, our preferred dividends will continue to accrue, and we will be prohibited from paying any common dividends until all such accrued but unpaid preferred dividends have been paid.

While we intend to pay all accrued preferred dividends with net proceeds from non-strategic hotel sales; if we are unable to sell non-strategic hotels when anticipated or at all, or for satisfactory pricing, we may be unable to pay accrued preferred dividends as anticipated, or at all.

We have substantial financial leverage.

At December 31, 2011 , our consolidated debt ( $1.6 billion ) represented approximately 66% of our total enterprise value.  If our revenues and cash flow should decline it may adversely affect our public debt ratings and may limit our access to additional debt.  Historically, we have incurred debt for acquisitions and to fund our renovation, redevelopment and rebranding programs.  If our access to additional debt financing is limited, that could adversely affect our ability to fund these programs or acquire hotels in the future.

Our financial leverage could have important consequences.  For example, it could:

limit our ability to obtain additional financing for working capital, renovation, redevelopment and rebranding plans, acquisitions, debt service requirements and other purposes;
limit our ability to refinance existing debt;
limit our ability to pay dividends, invest in unconsolidated joint ventures, etc.;
require us to agree to additional restrictions and limitations on our business operations and capital structure to obtain financing;
increase our vulnerability to adverse economic and industry conditions, and to interest rate fluctuations;
require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for capital expenditures, future business opportunities, paying dividends or other purposes;
limit our flexibility to make, or react to, changes in our business and our industry; and
place us at a competitive disadvantage, compared to our competitors that have less debt.

Our debt agreements will allow us to incur additional debt that, if incurred, could exacerbate the other risks described herein.

We may be able to incur substantial debt in the future.  Although the instruments governing our indebtedness contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial.  If we add incremental debt, the leverage-related risks described above would intensify.


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We have variable rate debt.

At December 31, 2011 , approximately 27% of our consolidated outstanding debt had variable interest rates.  If variable interest rates were to increase significantly, the added expense could have a material adverse impact on our earnings and financial condition.

We depend on external sources of capital for future growth and we may be unable to access capital when necessary.

As a REIT, our ability to reduce our debt and finance our growth must largely be funded by external sources of capital because we are required to distribute to our stockholders at least 90% of our taxable income (other than net capital gains) including, in some cases, taxable income we recognize for federal income tax purposes but with regard to which we do not receive corresponding cash.  Our ability to obtain the external capital we require could be limited by a number of factors, many of which are outside our control, including general market conditions, unfavorable market perception of our future prospects, lower current and/or estimated future earnings, excessive cash distributions or a lower market price for our common stock.  

Our ability to access additional capital also may be limited by the terms of our existing indebtedness, which, under certain circumstances, restrict our incurrence of debt and the payment of distributions. Any of these factors, individually or in combination, could prevent us from being able to obtain the external capital we require on terms that are acceptable to us, or at all. Failing to obtain necessary external capital could have a material adverse effect on our ability to finance our future growth.

Our revenues, expenses and the value of our hotels are subject to conditions affecting both the real estate and the lodging industries.
Real estate investments are subject to numerous risks. Our investment in hotels is subject to numerous risks generally associated with owning real estate, including among others:
General economic conditions, including, among others, unemployment, major bank failures, unsettled capital markets and sovereign debt uncertainty;
changes in international, national, regional and local economic climate or real estate market conditions;
changes in zoning laws;
changes in traffic patterns and neighborhood characteristics;
increases in assessed property taxes from changes in valuation or real estate tax rates;
increases in the cost of property insurance;
potential for uninsured or underinsured property losses;
costly governmental regulations and fiscal policies;
changes in tax laws; and
other circumstances beyond our control.

Moreover, real estate investments are substantially illiquid, and we may not be able to adjust our portfolio in a timely manner to respond to changes in economic and other conditions.

Compliance with environmental laws may adversely affect our financial condition.   Owners of real estate are subject to numerous federal, state, local and foreign environmental laws and regulations.  Under these laws and regulations, a current or former owner of real estate may be liable for the costs of remediating hazardous substances found on its property, whether or not they were responsible for its presence.  In addition, if an owner of real property arranges for the disposal of hazardous substances at another site, it may also be liable for the costs of remediating the disposal site, even if it did not own or operate the disposal site.  Such liability may be imposed without regard to fault or the legality of a party’s conduct and may, in certain circumstances, be joint and several.  A property owner may also be liable to third parties for personal injuries or property damage sustained as

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a result of its release of hazardous or toxic substances, including asbestos-containing materials, into the environment.  Environmental laws and regulations may require us to incur substantial expenses and limit the use of our properties.  We could have substantial liability for a failure to comply with applicable environmental laws and regulations, which may be enforced by the government or, in certain instances, by private parties.  The existence of hazardous substances on a property can also adversely affect the value of, and the owner’s ability to use, sell or borrow against the property.

We cannot provide assurances that future or amended laws or regulations, or more stringent interpretations or enforcement of existing environmental requirements, will not impose any material environmental liability, or that the environmental condition or liability relating to our hotels will not be affected by new information or changed circumstances, by the condition of properties in the vicinity of such hotels, such as the presence of leaking underground storage tanks, or by the actions of unrelated third parties.

Compliance with the Americans with Disabilities Act may adversely affect our financial condition.   Under the Americans with Disabilities Act of 1990 (the "ADA"), all public accommodations, including hotels, are required to meet certain federal requirements for access and use by disabled persons.  Various state and local jurisdictions have also adopted requirements relating to the accessibility of buildings to disabled persons.  We make every reasonable effort to ensure that our hotels substantially comply with the requirements of the ADA and other applicable laws. However, we could be liable for both governmental fines and payments to private parties if it were determined that our hotels are not in compliance with these laws.  If we were required to make unanticipated major modifications to our hotels to comply with the requirements of the ADA and similar laws, it could materially adversely affect our ability to make distributions to our stockholders and to satisfy our other obligations.

We face reduced insurance coverages and increasing premiums.   Our property insurance has a $100,000 “all‑risk” deductible, as well as a 5% deductible (insured value) for named windstorm and California earthquake coverage.  Substantial uninsured or not fully-insured losses would have a material adverse impact on our operating results, cash flows and financial condition.   Catastrophic losses, such as the losses caused by hurricanes in 2005, could make the cost of insuring against these types of losses prohibitively expensive or difficult to find.  In an effort to limit the cost of insurance, we purchase catastrophic insurance coverage based on probable maximum losses based on 250-year events and have only purchased terrorism insurance to the extent required by our lenders or franchisors.  We have established a self-insured retention of $250,000 per occurrence for general liability insurance with regard to 50 of our hotels.  The remainder of our hotels participate in general liability programs sponsored by our managers, with no deductible.

We could have property losses not covered by insurance.   Our property policies provide that all of the claims from each of our properties resulting from a particular insurable event must be combined together for purposes of evaluating whether the aggregate limits and sub-limits contained in our policies have been exceeded.  Therefore, if an insurable event occurs that affects more than one of our hotels, the claims from each affected hotel will be added together to determine whether the aggregate limit or sub-limits, depending on the type of claim, have been reached, and each affected hotel may only receive a proportional share of the amount of insurance proceeds provided for under the policy if the total value of the loss exceeds the aggregate limits available.  We may incur losses in excess of insured limits, and as a result, we may be even less likely to receive sufficient coverage for risks that affect multiple properties such as earthquakes or catastrophic terrorist acts.  Risks such as war, catastrophic terrorist acts, nuclear, biological, chemical, or radiological attacks, and some environmental hazards may be deemed to fall completely outside the general coverage limits of our policies or may be uninsurable or may be too expensive to justify insuring against.


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We may also encounter disputes concerning whether an insurance provider will pay a particular claim that we believe is covered under our policy.  Should a loss in excess of insured limits or an uninsured loss occur or should we be unsuccessful in obtaining coverage from an insurance carrier, we could lose all, or a portion of, the capital we have invested in a property, as well as the anticipated future revenue from the hotel.  In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.

We obtain terrorism insurance to the extent required by lenders or franchisors as a part of our all-risk property insurance program, as well as our general liability and directors’ and officers’ policies.  However, our all-risk policies have limitations, such as per occurrence limits and sub-limits, that might have to be shared proportionally across participating hotels under certain loss scenarios.  Also, all-risk insurers only have to provide terrorism coverage to the extent mandated by the Terrorism Risk Insurance Act, or TRIA, for “certified” acts of terrorism - namely those that are committed on behalf of non-United States persons or interests.  Furthermore, we do not have full replacement coverage at all of our hotels for acts of terrorism committed on behalf of United States persons or interests (“non-certified” events) as our coverage for such incidents is subject to sub-limits and/or annual aggregate limits.  In addition, property damage related to war and to nuclear, biological and chemical incidents is excluded under our policies.  While TRIA will reimburse insurers for losses resulting from nuclear, biological and chemical perils, TRIA does not require insurers to offer coverage for these perils and, to date, insurers are not willing to provide this coverage, even with government reinsurance.  Additionally, there is a possibility that Congress will not renew TRIA in the future, which would eliminate the federal subsidy for terrorism losses.  As a result of the above, there remains uncertainty regarding the extent and adequacy of terrorism coverage that will be available to protect our interests in the event of future terrorist attacks that impact our properties.

We have geographic concentrations that may create risks from regional or local economic, seismic or weather conditions.   At December 31, 2011 , approximately 48% of our hotel rooms were located in, and 48% of our 2011 Hotel EBITDA was generated from, three states: California (23% of our hotel rooms and 25% of our Hotel EBITDA), Florida (14% of our hotel rooms and 13% of our Hotel EBITDA) and Texas (11% of our hotel rooms and 10% of our Hotel EBITDA). Additionally, at December 31, 2011 , we had concentrations in five major metropolitan areas which together represented approximately 35% of our Hotel EBITDA for the year ended December 31, 2011 (the San Francisco Bay area (10%), Los Angeles area (7%), South Florida (7%), Boston (6%) and Atlanta (5%)). Therefore, adverse economic, seismic or weather conditions in these states or metropolitan areas may have a greater adverse effect on us than on the industry as a whole.

Investing in hotel assets involves special risks. We have invested in hotel-related assets, and our hotels are subject to all the risks common to the hotel industry. These risks could adversely affect hotel occupancy and rates that can be charged for hotel rooms, and generally include:

changes in business and leisure travel patterns;
decreases in demand for hotel rooms;
increases in lodging supply or competition, which may adversely affect demand at our hotels;
the effect of geopolitical disturbances, including terrorist attacks and terror alerts, that reduce business and leisure travel;
the attractiveness of our hotels to consumers relative to competing hotels;
fluctuations in our revenue caused by the seasonal nature of the hotel industry;
a downturn in the hotel industry;
the threat or outbreak of a pandemic disease affecting the travel industry;
increasing fuel costs and other travel expenses resulting in reductions of travel; and
increased transportation security precautions affecting the travel industry.

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We could face increased competition.   Each of our hotels competes with other hotels in its geographic area.  A number of additional hotel rooms have been, or may be, built in a number of the geographic areas in which our hotels are located, which could adversely affect both occupancy and rates in those markets.  A significant increase in the supply of upscale and upper upscale hotel rooms, if demand fails to increase at least proportionately, could have a material adverse effect on our business, financial condition and results of operations.

Transfers and/or termination of franchise licenses and management agreements may be prohibited or restricted.  Hotel managers and franchise licensors may have the right to terminate their agreements or suspend their services in the event of default under such agreements or other third party agreements such as ground leases and mortgages, upon the loss of liquor licenses, or in the event of the sale or transfer of the hotel. Franchise licenses may expire by their terms, and we may not be able to obtain replacement franchise license agreements.

If a management agreement or franchise license were terminated, under certain circumstances (such as the sale of a hotel), we could be liable for liquidated damages (which may be guaranteed by us or certain of our subsidiaries). In addition, we may need to obtain a different franchise and/or engage a different manager, and the costs and disruption associated with those changes could be significant (and materially adverse to the value of the affected hotel) because of the loss of associated name recognition, marketing support and centralized reservation systems provided by the franchise licensor or operations management provided by the manager. Additionally, most of our management agreements restrict our ability to encumber our interests in the applicable hotels under certain circumstances without the managers’ consent, which can make it more difficult to obtain secured financing on acceptable terms.

We are subject to possible adverse effects of management, franchise and license agreement requirements.   All of our hotels are operated under existing management, franchise or license agreements with nationally recognized hotel companies.  Each agreement requires that the licensed hotel be maintained and operated in accordance with specific standards and restrictions in order to maintain uniformity within the brand.  Compliance with these standards, and changes in these standards, could require us to incur significant expenses or capital expenditures, which could adversely affect our results of operations and ability to pay dividends to our stockholders and service on our indebtedness.

We are subject to the risks of brand concentration.   We are subject to the potential risks associated with the concentration of our hotels under a limited number of brands.  A negative public image or other adverse event that becomes associated with the brand could adversely affect hotels operated under that brand.

At December 31, 2011, approximately 75% of our 2011 Hotel EBITDA was derived from two brands (56% from Embassy Suites and 19% from Holiday Inn). If any brands under which we operate hotels suffer a significant decline in appeal to the traveling public, the revenues and profitability of our branded hotels could be adversely affected.

The lodging business is seasonal in nature.   Generally, hotel revenues for our hotel portfolio are greater in the second and third calendar quarters than in the first and fourth calendar quarters, although this may not be true for hotels in major tourist destinations.  Revenues for hotels in tourist areas are generally substantially greater during tourist season than other times of the year.  We expect that seasonal variations in revenue at our hotels will cause quarterly fluctuations in our revenues.


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We are subject to risks inherent to hotel operations. We have ownership interest in the operating lessees of our hotels; consequently, we are subject to the risk of fluctuating hotel operating expenses at our hotels, including but not limited to:
increases in operating expenses due to inflation;
wage and benefit costs, including hotels that employ unionized labor;
repair and maintenance expenses;
gas and electricity costs;
insurance costs including health, general liability and workers compensation; and
other operating expenses.

In addition, we are subject to the risks of a decline in Hotel EBITDA margins, which occur when hotel operating expenses increase disproportionately to revenues or fail to shrink at least as fast as revenues decline. These operating expenses and Hotel EBITDA margins are controlled by our independent managers over whom we have limited control.

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

Some of our hotel rooms may be booked through Internet travel intermediaries. As these Internet bookings increase, these intermediaries may be able to obtain higher commissions, reduced room rates or other significant contract concessions from us and our management companies. Moreover, some of these Internet travel intermediaries are attempting to offer hotel rooms as a commodity, by increasing the importance of price and general indicators of quality (such as “three-star downtown hotel”) at the expense of brand identification. These agencies hope that consumers will eventually develop brand loyalties to their reservations system rather than to the brands under which our hotels are franchised. If the amount of sales made through Internet intermediaries increases significantly, room revenues may flatten or decrease and our profitability may be adversely affected.

Future terrorist activities and political instability may adversely affect, and create uncertainty in, our business.

Terrorism in the United States or elsewhere could have an adverse effect on our business, although the degree of impact will depend on a number of factors, including the U.S. and global economies and global financial markets.  Previous terrorist attacks in the United States and subsequent terrorism alerts have adversely affected the travel and hospitality industries in the past.  Such attacks, or the threat of such attacks, could have a material adverse effect on our business, our ability to finance our business, our ability to insure our properties, and/or our results of operations and financial condition, as a whole.

If we (or our managers) fail to comply with applicable privacy laws and regulations, we could be subject to payment of fines, damages or face restrictions on our use of guest data.

Our managers collect information relating to our guests for various business purposes, including marketing and promotional purposes. Collecting and using of personal data is governed by U.S. and other privacy laws and regulations. Privacy regulations continue to evolve and may be inconsistent from one jurisdiction to another. Compliance with applicable privacy regulations may increase our operating costs and/or adversely impact our manager's ability to market our products, properties and services to our guests. In addition, non-compliance (or in some circumstances non-compliance by third parties engaged by us (including our managers)), or a breach of security on systems storing privacy data, may result in fines, payment of damages or restrictions on our (or our managers') use or transfer of data.


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As a REIT, we are subject to specific tax laws and regulations, the violation of which could subject us to significant tax liabilities.

The federal income tax laws governing REITs are complex.   We have operated, and intend to continue to operate, in a manner that is intended to enable us to qualify as a REIT under the federal income tax laws.  The REIT qualification requirements are extremely complicated, and interpretations of the federal income tax laws governing qualification as a REIT are limited.  Accordingly, we cannot be certain that we have been, or will continue to be, successful in operating so as to qualify as a REIT.

The federal income tax laws governing REITs are subject to change.   At any time, the federal income tax laws governing REITs or the administrative interpretations of those laws may be amended.  These new laws, interpretations, or court decisions may change the federal income tax laws relating to, or the federal income tax consequences of, qualification as a REIT. Any of these new laws or interpretations may take effect retroactively and could adversely affect us, or you as a stockholder.

Failure to make required distributions would subject us to tax.   Each year, a REIT must pay out to its stockholders at least 90% of its taxable income, other than any net capital gain.  To the extent that we satisfy the 90% distribution requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income tax on our undistributed taxable income.  In addition, we will be subject to a 4% nondeductible tax if the actual amount we pay out to our stockholders in a calendar year is less than the minimum amount specified under federal tax laws.  Our only source of funds to make such distributions comes from distributions from FelCor LP.  Accordingly, we may be required to borrow money or sell assets to enable us to pay out enough of our taxable income to satisfy the distribution requirements and to avoid corporate income tax and the 4% tax in a particular year.

Failure to qualify as a REIT would subject us to federal income tax.   If we fail to qualify as a REIT in any taxable year for which the statute of limitations remains open we would be subject to federal income tax at regular corporate rates (including any applicable alternative minimum tax) for such taxable year and may not qualify as a REIT for four subsequent years. We might need to borrow money or sell hotels in order to obtain the funds necessary to pay any such tax.  If we cease to be a REIT, we no longer would be required to distribute most of our taxable income to our stockholders.  Unless our failure to qualify as a REIT was excused under federal income tax laws, we could not re-elect REIT status until the fifth calendar year following the year in which we failed to qualify.

We lack control over the management and operations of our hotels.   Because federal income tax laws restrict REITs and their subsidiaries from operating hotels, we do not manage our hotels.  Instead, we are dependent on the ability of independent third-party managers to operate our hotels pursuant to management agreements.  As a result, we are unable to directly implement strategic business decisions for the operation and marketing of our hotels, such as decisions with respect to the setting of room rates, the salary and benefits provided to hotel employees, the conduct of food and beverage operations and similar matters.  While our taxable REIT subsidiaries monitor the third-party manager’s performance, we have limited specific recourse under our management agreements if we believe the third-party managers are not performing adequately.  Failure by our third-party managers to fully perform the duties agreed to in our management agreements could adversely affect our results of operations.  In addition, our third-party managers or their affiliates manage hotels that compete with our hotels, which may result in conflicts of interest.  As a result, our third-party managers may have in the past made, and may in the future make, decisions regarding competing lodging facilities that are not or would not be in our best interests.


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Complying with REIT requirements may cause us to forgo attractive opportunities that could otherwise generate strong risk-adjusted returns and instead pursue less attractive opportunities, or none at all.

To continue to qualify as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other things, the sources of our income, the nature and diversification of our assets, the amounts we distribute to our stockholders and the ownership of our stock. Thus, compliance with the REIT requirements may hinder our ability to operate solely on the basis of generating strong risk-adjusted returns on invested capital for our stockholders.

Complying with REIT requirements may force us to liquidate otherwise attractive investments, which could result in an overall loss on our investments.

To continue to qualify as a REIT, we must also ensure that at the end of each calendar quarter at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets. The remainder of our investment in securities (other than government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition, in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 25% of the value of our total securities can be represented by securities of one or more TRSs.  If we fail to comply with these requirements at the end of any calendar quarter, we must correct such failure within 30 days after the end of the calendar quarter to avoid losing our REIT status and suffering adverse tax consequences. If we fail to comply with these requirements at the end of any calendar quarter, we may be able to preserve our REIT status by benefiting from certain statutory relief provisions. Except with respect to a de minimis failure of the 5% asset test or the 10% vote or value test, we can maintain our REIT status only if the failure was due to reasonable cause and not to willful neglect. In that case, we will be required to dispose of the assets causing the failure within six months after the last day of the quarter in which we identified the failure, and we will be required to pay an additional tax of the greater of $50,000 or the product of the highest applicable tax rate (currently 35%) multiplied by the net income generated on those assets. As a result, we may be required to liquidate otherwise attractive investments.

We own, and may acquire, interests in hotel joint ventures with third parties that expose us to some risk of additional liabilities or capital requirements.

We own, through our subsidiaries, interests in several real estate joint ventures with third parties.  Joint ventures that are not consolidated into our financial statements owned real estate interests in a total of 13 hotels, in which we had a $70 million aggregate investment at December 31, 2011 .  The lessee operations of 12 of these 13 hotels are included in our consolidated results of operations due to our majority ownership of those lessees.  Our joint venture partners are affiliates of Hilton with respect to 11 hotels, and private entities or individuals (all of whom are unaffiliated with us) with respect to two hotels.  The ventures and hotels were subject to $150 million of non-recourse mortgage loans at December 31, 2011 .

The personal liability of our subsidiaries under existing non-recourse loans secured by the hotels owned by our joint ventures is generally limited to the guaranty of the borrowing ventures’ personal obligations to pay for the lender’s losses caused by misconduct, fraud or misappropriation of funds by the ventures and other typical exceptions from the non-recourse covenants in the mortgages, such as those relating to environmental liability.  We may invest in other ventures in the future that own hotels and have recourse or non-recourse debt financing.  If a venture defaults under its mortgage loan, the lender may accelerate the loan and demand payment in full before taking action to foreclose on the hotel.  As a partner or member in any of these ventures, our subsidiary may be exposed to liability for claims asserted against the venture, and the venture may not have sufficient assets or insurance to discharge the liability.


19


Our subsidiaries may be contractually or legally unable to control decisions unilaterally regarding these ventures and their hotels.  In addition, the hotels in a joint venture may perform at levels below expectations, resulting in potential insolvency unless the joint venturers provide additional funds.  In some ventures, the joint venturers may elect not to make additional capital contributions.  We may be faced with the choice of losing our investment in a venture or investing additional capital in it with no guaranty of receiving a return on that investment.

Our directors may have interests that may conflict with our interests.

A director who has a conflict of interest with respect to an issue presented to our board will have no inherent legal obligation to abstain from voting upon that issue.  We do not have provisions in our bylaws or charter that require an interested director to abstain from voting upon an issue, and we do not expect to add provisions in our charter and bylaws to this effect.   Although each director has a duty of loyalty to us, there is a risk that, should an interested director vote upon an issue in which a director or one of his or her affiliates has an interest, his or her vote may reflect a bias that could be contrary to our best interests.  In addition, even if an interested director abstains from voting, that director’s participation in the meeting and discussion of an issue in which they have, or companies with which he or she is associated have, an interest could influence the votes of other directors regarding the issue.

Departure of key personnel would deprive us of the institutional knowledge, expertise and leadership they provide.

Our executive management team includes our President and Chief Executive Officer and four Executive Vice Presidents.  In addition, we have several other long-tenured senior officers.  These executives and officers generally possess institutional knowledge about our organization and the hospitality or real estate industries, have significant expertise in their fields, and possess leadership skills that are important to our operations.  The loss of any of our executives or other long-serving officers could adversely affect our ability to execute our business strategy.

Our charter contains limitations on ownership and transfer of shares of our stock that could adversely affect attempted transfers of our capital stock.

To maintain our status as a REIT, no more than 50% in value of our outstanding stock may be owned, actually or constructively, under the applicable tax rules, by five or fewer persons during the last half of any taxable year.  Our charter prohibits, subject to some exceptions, any person from owning more than 9.9%, as determined in accordance with the Internal Revenue Code and the Securities Exchange Act of 1934, of the number of outstanding shares of any class of our stock.  Our charter also prohibits any transfer of our stock that would result in a violation of the 9.9% ownership limit, reduce the number of stockholders below 100 or otherwise result in our failure to qualify as a REIT.  Any attempted transfer of shares in violation of the charter prohibitions will be void, and the intended transferee will not acquire any right in those shares.  We have the right to take any lawful action that we believe is necessary or advisable to ensure compliance with these ownership and transfer restrictions and to preserve our status as a REIT, including refusing to recognize any transfer of stock in violation of our charter.

Some provisions in our charter and bylaws and Maryland law make a takeover more difficult.

Ownership Limit.   The ownership and transfer restrictions of our charter may have the effect of discouraging or preventing a third party from attempting to gain control of us without the approval of our board of directors.  Accordingly, it is less likely that a change in control, even if beneficial to stockholders, could be effected without the approval of our board.


20


Staggered Board .  Our board of directors is divided into three classes.  Directors in each class are elected for terms of three years.  As a result, the ability of stockholders to effect a change in control of us through the election of new directors is limited by the inability of stockholders to elect a majority of our board at any particular meeting.

Authority to Issue Additional Shares.   Under our charter, our board of directors may issue up to an aggregate of 20 million shares of preferred stock without stockholder action.  The preferred stock may be issued, in one or more series, with the preferences and other terms designated by our board that may delay or prevent a change in control of us, even if the change is in the best interests of stockholders.  At December 31, 2011 , we had outstanding 12,880,475 shares of our Series A preferred stock and 67,980 shares, represented by 6,798,000 depositary shares, of our Series C preferred stock.

Maryland Takeover Statutes. As a Maryland corporation, we are subject to various provisions under the Maryland General Corporation Law, including the Maryland Business Combination Act, that may have the effect of delaying or preventing a transaction or a change in control that might involve a premium price for the stock or otherwise be in the best interests of stockholders.  Under the Maryland business combination statute, some “business combinations,” including some issuances of equity securities, between a Maryland corporation and an “interested stockholder,” which is any person who beneficially owns 10% or more of the voting power of the corporation’s shares, or an affiliate of that stockholder, are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder.  Any of these business combinations must be approved by a stockholder vote meeting two separate super majority requirements, unless, among other conditions, the corporation’s common stockholders receive a minimum price, as defined in the statute, for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder for its common shares.  Our charter currently provides that the Maryland Control Share Acquisition Act will not apply to any of our existing or future stock.  That statute may deny voting rights to shares involved in an acquisition of one-tenth or more of the voting stock of a Maryland corporation.  To the extent these or other laws are applicable to us, they may have the effect of delaying or preventing a change in control of us even though beneficial to our stockholders.

Item 1B.    Unresolved Staff Comments

None.


21


Item 2.    Properties
We own a diversified portfolio of hotels managed by Hilton, Starwood, Marriott, Fairmont, Morgans and IHG.  Our hotels are high-quality lodging properties with respect to desirability of location, size, facilities, physical condition, quality and variety of services offered in the markets in which they are located.  Our hotels are designed to appeal to a broad range of hotel customers, including frequent business travelers, groups and conventions, as well as leisure travelers.  They generally feature comfortable, modern guest rooms, meeting and convention facilities and full-service restaurant and catering facilities.  At December 31, 2011 , our Consolidated Hotels were located in the United States ( 74 hotels in 22 states) and Canada ( one hotel in Ontario), with concentrations in major markets and resort areas.  The following table illustrates the distribution of our 75 Consolidated Hotels at December 31, 2011 .


Brand
 
 


Hotels
 


Rooms
 

% of
Total Rooms
 
2011
Hotel EBITDA (a)
(in thousands)
Embassy Suites Hotels
 
21

 
 
5,742

 
 
27

 
 
$
79,965

 
Holiday Inn
 
9

 
 
3,119

 
 
14

 
 
32,530

 
Doubletree and Hilton
 
5

 
 
1,206

 
 
6

 
 
15,345

 
Sheraton and Westin
 
4

 
 
1,605

 
 
7

 
 
15,196

 
Renaissance and Marriott
 
3

 
 
1,321

 
 
6

 
 
11,352

 
Fairmont
 
1

 
 
383

 
 
2

 
 
5,698

 
Morgans/Royalton
 
2

 
 
282

 
 
1

 
 

 
Total core hotels
 
45

 
 
13,658

 
 
63

 
 
160,086

 
Non-strategic hotels
 
30

 
 
7,920

 
 
37

 
 
65,406

 
Total
 
75

 
 
21,578

 
 
100

 
 
$
225,492

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Market
 
 
 
 
 
 

 

 
San Francisco area
 
4

 
 
1,637

 
 
8

 
 
$
16,806

 
Boston
 
3

 
 
915

 
 
4

 
 
14,025

 
Los Angeles area
 
3

 
 
677

 
 
3

 
 
13,725

 
South Florida
 
3

 
 
923

 
 
4

 
 
13,111

 
Philadelphia
 
2

 
 
729

 
 
3

 
 
8,804

 
Atlanta
 
3

 
 
952

 
 
4

 
 
8,417

 
Myrtle Beach
 
2

 
 
640

 
 
3

 
 
7,859

 
Dallas
 
2

 
 
784

 
 
4

 
 
7,150

 
San Diego
 
1

 
 
600

 
 
3

 
 
6,141

 
Orlando
 
2

 
 
473

 
 
2

 
 
5,808

 
Other markets
 
20

 
 
5,328

 
 
25

 
 
58,240

 
Total core hotels
 
45

 
 
13,658

 
 
63

 
 
160,086

 
Non-strategic hotels
 
30

 
 
7,920

 
 
37

 
 
65,406

 
Total
 
75

 
 
21,578

 
 
100

 
 
$
225,492

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Location
 
 
 
 
 
 
 
 
 
 
 
 
 
Urban
 
16

 
 
4,931

 
 
23

 
 
$
60,988

 
Airport
 
10

 
 
3,267

 
 
15

 
 
35,564

 
Resort
 
10

 
 
2,927

 
 
14

 
 
35,189

 
Suburban
 
9

 
 
2,533

 
 
11

 
 
28,345

 
Total core hotels
 
45

 
 
13,658

 
 
63

 
 
160,086

 
Non-strategic hotels
 
30

 
 
7,920

 
 
37

 
 
65,406

 
Total
 
75

 
 
21,578

 
 
100

 
 
$
225,492

 
(a)
Hotel EBITDA is a non-GAAP financial measure.  A detailed reconciliation and further discussion of Hotel EBITDA is contained in the “Non-GAAP Financial Measures” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Annual Report. We consider Hotel EBITDA as a same-store metric and current year acquisitions (Morgans/Royalton) are excluded from this metric.

22


We are committed to maintaining high standards at our hotels.  Our hotels average 286  rooms, with six hotels having 400 or more rooms.  In 2008, we completed the last phase of a multi-year, portfolio-wide renovation program costing more than $450 million.  The program was designed to upgrade, modernize and renovate all of our hotels to enhance or maintain their competitive position.  For 2011 , our pro rata share of capital expenditures spent on consolidated and unconsolidated hotels, including renovations and redevelopment projects, was $91.2 million .  We also spent 5.3% of our consolidated hotel revenue on maintenance and repair expense.

Hotel Brands

Our hotels are operated under some of the most recognized and respected hotel brands, such as Doubletree, Embassy Suites, Fairmont, Hilton, Holiday Inn, Marriott, Renaissance, Sheraton, Westin and premium independent hotels (Morgans, Royalton).


23



Hotel Operating Statistics

The following tables set forth average historical occupancy (occupied rooms), ADR and RevPAR for the years ended December 31, 2011 and 2010 , and the percentage changes therein for the periods presented for 73 same-store Consolidated Hotels (excludes Royalton and Morgans, which were acquired in May 2011).
Operating Statistics by Brand
 
Occupancy (%)
 
Year Ended December 31,
 
 
 
 
2011
 
2010
 
%Variance
Embassy Suites Hotels
75.8

 
 
75.0

 
 
1.1

 
Holiday Inn
75.0

 
 
73.9

 
 
1.5

 
Doubletree and Hilton
67.9

 
 
69.8

 
 
(2.7
)
 
Sheraton and Westin
65.7

 
 
66.4

 
 
(1.1
)
 
Renaissance and Marriott
67.3

 
 
63.9

 
 
5.3

 
Fairmont
70.2

 
 
72.3

 
 
(2.9
)
 
Same-store core hotels (43)
72.7

 
 
72.1

 
 
0.9

 
Non-strategic hotels (30)
70.9

 
 
69.0

 
 
2.7

 
Total same-store hotels (73)
72.0

 
 
70.9

 
 
1.5

 
 
 
 
 
 
 
 
 
 
 
ADR ($)
 
Year Ended December 31,
 
 
 
 
2011
 
2010
 
%Variance
Embassy Suites Hotels
137.61

 
 
134.33

 
 
2.4

 
Holiday Inn
131.27

 
 
123.38

 
 
6.4

 
Doubletree and Hilton
130.20

 
 
123.31

 
 
5.6

 
Sheraton and Westin
111.81

 
 
106.62

 
 
4.9

 
Renaissance and Marriott
177.04

 
 
165.95

 
 
6.7

 
Fairmont
248.97

 
 
233.32

 
 
6.7

 
Same-store core hotels (43)
139.34

 
 
133.29

 
 
4.5

 
Non-strategic hotels (30)
110.23

 
 
108.26

 
 
1.8

 
Total same-store hotels (73)
128.68

 
 
124.23

 
 
3.6

 
 
 
 
 
 
 
 
 
 
 
RevPAR ($)
 
Year Ended December 31,
 
 
 
 
2011
 
2010
 
%Variance
Embassy Suites Hotels
104.35

 
 
100.77

 
 
3.6

 
Holiday Inn
98.39

 
 
91.15

 
 
7.9

 
Doubletree and Hilton
88.42

 
 
86.05

 
 
2.8

 
Sheraton and Westin
73.47

 
 
70.82

 
 
3.7

 
Renaissance and Marriott
119.12

 
 
106.00

 
 
12.4

 
Fairmont
174.85

 
 
168.73

 
 
3.6

 
Same-store core hotels (43)
101.29

 
 
96.07

 
 
5.4

 
Non-strategic hotels (30)
78.13

 
 
74.71

 
 
4.6

 
Total same-store hotels (73)
92.68

 
 
88.12

 
 
5.2

 


24


Operating Statistics for our Top Markets
 
 
Occupancy (%)
 
 
Year Ended December 31,
 
 
 
 
2011
 
2010
 
%Variance
San Francisco area
 
79.9

 
 
77.1

 
 
3.7

 
Boston
 
77.1

 
 
77.5

 
 
(0.5
)
 
Los Angeles area
 
77.3

 
 
74.1

 
 
4.2

 
South Florida
 
78.0

 
 
77.7

 
 
0.4

 
Philadelphia
 
69.4

 
 
70.9

 
 
(2.2
)
 
Atlanta
 
73.3

 
 
75.0

 
 
(2.2
)
 
Myrtle Beach
 
59.7

 
 
61.0

 
 
(2.0
)
 
Dallas
 
64.1

 
 
61.5

 
 
4.1

 
San Diego
 
78.5

 
 
75.8

 
 
3.6

 
Orlando
 
83.5

 
 
82.9

 
 
0.7

 
Other markets
 
69.6

 
 
69.4

 
 
0.4

 
Same-store core hotels (43)
 
72.7

 
 
72.1

 
 
0.9

 
Non-strategic hotels (30)
 
70.9

 
 
69.0

 
 
2.7

 
Total same-store hotels (73)
 
72.0

 
 
70.9

 
 
1.5

 
 
 
ADR ($)
 
 
Year Ended December 31,
 
 
 
 
2011
 
2010
 
%Variance
San Francisco area
 
152.75

 
 
136.30

 
 
12.1

 
Boston
 
187.14

 
 
175.59

 
 
6.6

 
Los Angeles area
 
149.47

 
 
144.93

 
 
3.1

 
South Florida
 
141.29

 
 
141.81

 
 
(0.4
)
 
Philadelphia
 
135.80

 
 
125.56

 
 
8.2

 
Atlanta
 
104.83

 
 
104.55

 
 
0.3

 
Myrtle Beach
 
140.62

 
 
135.78

 
 
3.6

 
Dallas
 
108.32

 
 
107.11

 
 
1.1

 
San Diego
 
119.70

 
 
120.13

 
 
(0.4
)
 
Orlando
 
127.53

 
 
124.23

 
 
2.7

 
Other markets
 
138.46

 
 
133.28

 
 
3.9

 
Same-store core hotels (43)
 
139.34

 
 
133.29

 
 
4.5

 
Non-strategic hotels (30)
 
110.23

 
 
108.26

 
 
1.8

 
Total same-store hotels (73)
 
128.68

 
 
124.23

 
 
3.6

 
 
 
RevPAR ($)
 
 
Year Ended December 31,
 
 
 
 
2011
 
2010
 
%Variance
San Francisco area
 
122.05

 
 
105.04

 
 
16.2

 
Boston
 
144.25

 
 
136.06

 
 
6.0

 
Los Angeles area
 
115.49

 
 
107.43

 
 
7.5

 
South Florida
 
110.20

 
 
110.21

 
 

 
Philadelphia
 
94.21

 
 
89.03

 
 
5.8

 
Atlanta
 
76.83

 
 
78.38

 
 
(2.0
)
 
Myrtle Beach
 
84.01

 
 
82.81

 
 
1.4

 
Dallas
 
69.38

 
 
65.92

 
 
5.3

 
San Diego
 
94.00

 
 
91.10

 
 
3.2

 
Orlando
 
106.46

 
 
102.93

 
 
3.4

 
Other markets
 
96.40

 
 
92.46

 
 
4.3

 
Same-store core hotels (43)
 
101.29

 
 
96.07

 
 
5.4

 
Non-strategic hotels (30)
 
78.13

 
 
74.71

 
 
4.6

 
Total same-store hotels (73)
 
92.68

 
 
88.12

 
 
5.2

 


25


Hotel Portfolio

The following table sets forth certain descriptive information regarding the 76 hotels in which we held ownership interests at December 31, 2011 .

Same-store Hotels
Brand
 
State
 
Rooms
 
% Owned
(a)  
Birmingham
Embassy Suites Hotel
 
AL
 
242
 
 
 
Phoenix – Biltmore
Embassy Suites Hotel
 
AZ
 
232
 
 
 
Phoenix– Crescent (b)
Sheraton
 
AZ
 
342
 
 
 
Anaheim – North (b)
Embassy Suites Hotel
 
CA
 
222
 
 
 
Dana Point – Doheny Beach
Doubletree Guest Suites
 
CA
 
196
 
 
 
Indian Wells – Esmeralda Resort & Spa
Renaissance Resort
 
CA
 
560
 
 
 
Los Angeles – International Airport/South
Embassy Suites Hotel
 
CA
 
349
 
 
 
Milpitas – Silicon Valley
Embassy Suites Hotel
 
CA
 
266
 
 
 
Napa Valley
Embassy Suites Hotel
 
CA
 
205
 
 
 
Oxnard – Mandalay Beach – Hotel & Resort
Embassy Suites Hotel
 
CA
 
248
 
 
 
San Diego – On the Bay
Holiday Inn
 
CA
 
600
 
 
 
San Francisco – Airport/Waterfront
Embassy Suites Hotel
 
CA
 
340
 
 
 
San Francisco – Airport/South San Francisco
Embassy Suites Hotel
 
CA
 
312
 
 
 
San Francisco – Fisherman’s Wharf
Holiday Inn
 
CA
 
585
 
 
 
San Francisco – Union Square
Marriott
 
CA
 
400
 
 
 
San Rafael – Marin County
Embassy Suites Hotel
 
CA
 
235
 
50%
 
Santa Barbara – Goleta
Holiday Inn
 
CA
 
160
 
 
 
Santa Monica Beach – at the Pier
Holiday Inn
 
CA
 
132
 
 
 
Wilmington (b)
Doubletree
 
DE
 
244
 
90%
 
Boca Raton (b)
Embassy Suites Hotel
 
FL
 
263
 
 
 
Deerfield Beach – Resort & Spa
Embassy Suites Hotel
 
FL
 
244
 
 
 
Ft. Lauderdale – 17th Street
Embassy Suites Hotel
 
FL
 
361
 
 
 
Ft. Lauderdale – Cypress Creek (b)
Sheraton Suites
 
FL
 
253
 
 
 
Jacksonville – Baymeadows (b)
Embassy Suites Hotel
 
FL
 
277
 
 
 
Miami – International Airport
Embassy Suites Hotel
 
FL
 
318
 
 
 
Orlando – International Airport (b)
Holiday Inn
 
FL
 
288
 
 
 
Orlando – International Drive South/Convention
Embassy Suites Hotel
 
FL
 
244
 
 
 
Orlando – Walt Disney World Resort
Doubletree Guest Suites
 
FL
 
229
 
 
 
St. Petersburg – Vinoy Resort & Golf Club
Renaissance Resort
 
FL
 
361
 
 
 
Tampa – Tampa Bay (b)
Doubletree Guest Suites
 
FL
 
203
 
 
 
Atlanta – Airport (b)
Embassy Suites Hotel
 
GA
 
232
 
 
 
Atlanta – Buckhead
Embassy Suites Hotel
 
GA
 
316
 
 
 
Atlanta – Galleria (b)
Sheraton Suites
 
GA
 
278
 
 
 
Atlanta – Gateway – Atlanta Airport
Sheraton
 
GA
 
395
 
 
 
Atlanta – Perimeter Center
Embassy Suites Hotel
 
GA
 
241
 
50%
 
Chicago – Lombard/Oak Brook
Embassy Suites Hotel
 
IL
 
262
 
50%
 
Indianapolis – North
Embassy Suites Hotel
 
IN
 
221
 
82%
 
Kansas City – Overland Park
Embassy Suites Hotel
 
KS
 
199
 
50%
 
Baton Rouge
Embassy Suites Hotel
 
LA
 
223
 
 
 
New Orleans – Convention Center (b)
Embassy Suites Hotel
 
LA
 
370
 
 
 
New Orleans – French Quarter
Holiday Inn
 
LA
 
374
 
 
 
Boston – at Beacon Hill
Holiday Inn
 
MA
 
303
 
 
 
Boston – Copley Plaza
Fairmont
 
MA
 
383
 

 

26


Hotel Portfolio Listing (continued)

Same-store Hotels
Brand
 
State
 
Rooms
 
% Owned
(a)  
Boston – Marlborough
Embassy Suites Hotel
 
MA
 
229

 
 
 
Baltimore – at BWI Airport
Embassy Suites Hotel
 
MD
 
251

 
90
%
 
Bloomington
Embassy Suites Hotel
 
MN
 
218

 
 
 
Minneapolis – Airport
Embassy Suites Hotel
 
MN
 
310

 
 
 
St. Paul – Downtown (b)
Embassy Suites Hotel
 
MN
 
208

 
 
 
Kansas City – Plaza
Embassy Suites Hotel
 
MO
 
266

 
50
%
 
Charlotte
Embassy Suites Hotel
 
NC
 
274

 
50
%
 
Charlotte – SouthPark
Doubletree Guest Suites
 
NC
 
208

 
 
 
Raleigh/Durham (b)
Doubletree Guest Suites
 
NC
 
203

 
 
 
Raleigh – Crabtree
Embassy Suites Hotel
 
NC
 
225

 
50
%
 
Parsippany
Embassy Suites Hotel
 
NJ
 
274

 
50
%
 
Secaucus – Meadowlands
Embassy Suites Hotel
 
NJ
 
261

 
50
%
 
Toronto – Airport (b)
Holiday Inn
 
Ontario
 
446

 
 
 
Philadelphia – Historic District
Holiday Inn
 
PA
 
364

 
 
 
Philadelphia – Society Hill
Sheraton
 
PA
 
365

 
 
 
Pittsburgh – at University Center (Oakland)
Holiday Inn
 
PA
 
251

 
 
 
Charleston – The Mills House Hotel
Holiday Inn
 
SC
 
214

 
 
 
Myrtle Beach – Oceanfront Resort
Embassy Suites Hotel
 
SC
 
255

 
 
 
Myrtle Beach Resort
Hilton
 
SC
 
385

 
 
 
Nashville – Airport – Opryland Area (b)
Embassy Suites Hotel
 
TN
 
296

 
 
 
Nashville – Opryland – Airport (Briley Parkway)
Holiday Inn
 
TN
 
383

 
 
 
Austin
Doubletree Guest Suites
 
TX
 
188

 
90
%
 
Austin – Central
Embassy Suites Hotel
 
TX
 
260

 
50
%
 
Dallas – Love Field
Embassy Suites Hotel
 
TX
 
248

 
 
 
Dallas – Park Central
Westin
 
TX
 
536

 
60
%
 
Houston – Medical Center
Holiday Inn
 
TX
 
287

 
 
 
San Antonio – International Airport
Embassy Suites Hotel
 
TX
 
261

 
50
%
 
San Antonio – International Airport (b)
Holiday Inn
 
TX
 
397

 
 
 
San Antonio – NW I-10
Embassy Suites Hotel
 
TX
 
216

 
50
%
 
Burlington Hotel & Conference Center
Sheraton
 
VT
 
309

 
 
 
 
 
 
 
 
 
 
 
 
Hotels Acquired in 2011
 
 
 
 
 
 
 
 
Morgans
Independent
 
NY
 
114

 
 
 
Royalton
Independent
 
NY
 
168

 
 
 
 
 
 
 
 
 
 
 
 
Unconsolidated Hotel
 
 
 
 
 
 
 
 
New Orleans – French Quarter (Chateau LeMoyne)
Holiday Inn
 
LA
 
171

 
50%
 

(a)    We own 100% of the real estate interests unless otherwise noted.
(b)    We are currently marketing these hotels for sale.


27


Management Agreements

At December 31, 2011 , of our 75 Consolidated Hotels, (i) Hilton subsidiaries managed 47 hotels, (ii) IHG subsidiaries managed 14 hotels, (iii) Starwood subsidiaries managed seven hotels, (iv) Marriott subsidiaries managed three hotels, (v) a Fairmont subsidiary managed one hotel, (vi) a subsidiary of Morgans Hotel Group Corporation managed two hotels, and (vi) an independent management company managed one hotel.

The management agreements relating to 35 Consolidated Hotels contain the right and license to operate the hotels under specified brands.  No separate franchise agreements exist, and no separate franchise fee is required, for these hotels. These hotels are managed by (i) IHG, under the Holiday Inn brand, (ii) Starwood, under the Sheraton and Westin brands, (iii) Hilton, under the Doubletree and Hilton brands, (iv) Marriott, under the Renaissance and Marriott brands, (v) Fairmont, under the Fairmont brand, and (vi) Morgans.

Management Fees.   Minimum base management fees generally range from 1 – 3% of total revenue, with the exception of our IHG-managed hotels, where base management fees are 2% of total revenue plus 5% of room revenue.  Most of our management agreements also allow for incentive management fees that are subordinated to our return on investment. Incentive management fees are generally capped at 2 to 3% of total revenue (except for incentive management fees payable to Marriott, which are not limited).

We paid the following management fees (in thousands) with respect to our Consolidated Hotels during each of the past three years:
 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
Base fees
 
$
26,508

 
$
24,666

 
$
24,188

Incentive fees
 
1,818

 
1,136

 
769

Total management fees
 
$
28,326

 
$
25,802

 
$
24,957


Term and Termination.   The management agreements with IHG terminate in 2018 for one hotel and 2025 for 13 hotels.  The management agreements with Marriott terminate in 2025 for our Renaissance hotels and 2029 for our Marriott hotel, and these agreements may be extended to 2055 and 2039, respectively, at Marriott’s option.  The management agreement with Fairmont terminates in 2030 and may be extended to 2040 and 2050 at Fairmont's option. The management agreements with Morgans terminate in 2026 and may be extended to 2036 at Morgans's option. The management agreements with our other managers generally have initial terms of between 5 and 20 years, and these agreements are generally renewable beyond the initial term only upon the mutual written agreement of the parties.  The management agreements covering our hotels expire after 2013, subject to any renewal rights, as follows:

 
 
Number of Management Agreements Expiring
Manager
 
2014
 
2015
 
Thereafter
Hilton
 
5

 
 
5

 
 
37

 
IHG
 

 
 

 
 
14

 
Starwood
 

 
 

 
 
7

 
Marriott
 

 
 

 
 
3

 
Morgans
 

 
 

 
 
2

 
Fairmont
 

 
 

 
 
1

 
Other
 

 
 
1

 
 

 
Total
 
5

 
 
6

 
 
64

 


28


Management agreements are generally terminable upon the occurrence of standard events of default or if the hotel subject to the agreement fails to meet certain financial hurdles.  Upon termination for any reason, we are generally required to pay all amounts due and owing under the management agreement through the effective date of termination.  If an agreement is terminated as a result of our default we may also be liable for damages suffered by the manager.  If we sell a hotel managed by IHG, we may be required to pay IHG a monthly replacement management fee equal to the existing fee structure for up to one year and, thereafter, liquidated damages, or alternatively, reinvest the sale proceeds into another hotel to be branded under an IHG brand and managed by IHG.  In addition, if we breach an IHG management agreement, resulting in termination, or otherwise cause or suffer IHG's termination for any reason other than an event of default by IHG, we may be liable for liquidated damages under the terms of that management agreement.

Assignment.   Generally, neither party to a management agreement has the right to sell, assign or transfer the agreement to an unaffiliated third party without the prior written consent of the other party to the agreement, which consent shall not be unreasonably withheld. A change in control of FelCor will generally require each manager’s consent.

Franchise Agreements

Forty of our Consolidated Hotels operate under franchise or license agreements with Embassy Suites that are separate from our management agreements.  

Our Embassy Suites franchise agreements grant us the right to the use of the Embassy Suites Hotels name, system and marks with respect to specified hotels and establish various management, operational, record-keeping, accounting, reporting and marketing standards and procedures with which the licensed hotel must comply.  In addition, the franchisor establishes requirements for the quality and condition of the hotel and its furnishings, furniture and equipment, and we are obligated to expend such funds as may be required to maintain the hotel in compliance with those requirements.  Typically, our Embassy Suites franchise agreements provide for a license fee, or royalty, of 4% to 5% of room revenues.  In addition, we pay approximately 3.5% to 4% of room revenues as marketing and reservation system contributions for the systemwide benefit of Embassy Suites Hotels.  We incurred marketing and reservation systems fees of $13.0 million, $12.7 million and $11.6 million for the years ended December 31, 2011 , 2010 , and 2009 , respectively.  We incurred license fees with respect to our Consolidated Hotels operated as Embassy Suites of $14.8 million , $14.4 million and $13.7 million for the years ended December 31, 2011, 2010 and 2009, respectively.

Our typical Embassy Suites franchise agreement provides for a term of 10 to 20 years.  The agreements provide no renewal or extension rights and are not assignable. If we breach one of these agreements, in addition to losing the right to use the Embassy Suites name for the applicable hotel, we may be liable, under certain circumstances, for liquidated damages equal to the fees paid to the franchisor with respect to that hotel during the three immediately preceding years.  Franchise agreements covering four of our hotels expire in 2014, four expire in 2015, and the remaining agreements expire thereafter.

Item 3.    Legal Proceedings

At December 31, 2011 , no litigation was pending or known to be threatened against us or affecting any of our hotels, other than claims arising in the ordinary course of business or that otherwise are not considered to be material.  Furthermore, most of these ordinary course of business claims are substantially covered by insurance.  We do not believe that any claims known to us, individually or in the aggregate, will have a material adverse effect on us.
Item 4.     Mine Safety Disclosures

Not applicable.

29


PART II

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

Our common stock is traded on the New York Stock Exchange under the symbol “FCH.” The following table sets forth for the indicated periods the high and low sale prices for our common stock, as traded on that exchange and dividends declared per share.
 
High
 
Low
 
Dividends
Declared
Per Share
2011
 
 
 
 
 
First quarter
$
8.31

 
$
5.76

 
$

Second quarter
6.68

 
5.08

 

Third quarter
6.06

 
2.01

 

Fourth quarter
3.49

 
1.91

 

 
 
 
 
 
 
2010
 
 
 
 
 
First quarter
$
6.42

 
$
3.49

 
$

Second quarter
8.99

 
4.95

 

Third quarter
6.16

 
3.91

 

Fourth quarter
7.48

 
4.53

 


Stockholder Information

At February 27, 2012, we had approximately 200 record holders of our common stock and 30 record holders of our Series A preferred stock (which is convertible into common stock).  However, because many of the shares of our common stock and Series A preferred stock are held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock and Series A preferred stock than record holders.  At February 27, 2012, there were 26 holders (other than FelCor) of FelCor LP units.  FelCor LP units are redeemable for cash, or, at our election, for shares of FelCor common stock.

IN ORDER TO COMPLY WITH CERTAIN REQUIREMENTS RELATED TO OUR QUALIFICATION AS A REIT, OUR CHARTER LIMITS, SUBJECT TO CERTAIN EXCEPTIONS, THE NUMBER OF SHARES OF ANY CLASS OR SERIES OF OUR CAPITAL STOCK THAT MAY BE OWNED BY ANY SINGLE PERSON OR AFFILIATED GROUP TO 9.9% OF THE OUTSTANDING SHARES OF THAT CLASS OR SERIES.

Distribution Information

In order to maintain our qualification as a REIT, we must make annual distributions to our stockholders of at least 90% of our taxable income (other than net capital gains).  We had no taxable income and made no common distributions for the years ended December 31, 2011 and 2010 .  Under certain circumstances, we may be required to make distributions in excess of cash available for distribution in order to meet REIT distribution requirements.  In that event, we expect to borrow funds or sell assets for cash to the extent necessary to obtain cash sufficient to make the distributions required to retain our qualification as a REIT for federal income tax purposes.

30



Under terms of our senior notes indenture our ability to pay dividends and make other payments is limited based on our ability to satisfy certain financial requirements (except as necessary to retain REIT status). Under the terms of our outstanding preferred stock, we are not permitted to pay dividends on our common stock unless all accrued, preferred dividends then payable have been paid. At December 31, 2011 and 2010, we had $76.3 million of unpaid preferred dividends (including $8.5 million pertaining to the current quarter). Further discussion of these limitations is contained in the “Liquidity and Capital Resources” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 and the Risk Factors in Item 1A.

Equity Compensation Plan Information

The following table sets forth as of December 31, 2011 , information concerning our equity compensation plan, including the number of shares issuable and available for issuances under our plan, options, warrants and rights; weighted average exercise price of outstanding options, warrants and rights; and the number of securities remaining available for future issuance.

Equity Compensation Plan Information






Plan category
 
Number of shares
to be issued upon
exercise of
outstanding
options, warrants
and rights
 

Weighted average
exercise price of
outstanding
options, warrants
and rights
 

Number of
shares
remaining
available for
future issuance
Equity compensation plan approved
      by security holders
657,754

 
$

 
3,287,856



31


Item 6.    Selected Financial Data

The following tables set forth selected financial data for us that have been derived from our audited consolidated financial statements and the notes thereto.  This data should be read in conjunction with Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, and our audited consolidated financial statements and notes thereto, appearing elsewhere in this report.

SELECTED FINANCIAL DATA
(in millions, except per share/unit data)
 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
 
2008
 
2007
Statement of Operations Data: (a)
 
 
 
 
 
 
 
 
 
 
Total revenues
 
$
946

 
$
863

 
$
812

 
$
981

 
$
868

  Income (loss) from continuing operations (b)
 
(134
)
 
(173
)
 
(96
)
 
(44
)
 
50

 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per share/unit:
 
 
 
 
 
 
 
 
 
 
FelCor - Income (loss) from continuing
    operations
 
$
(1.46
)
 
$
(2.61
)
 
$
(2.12
)
 
$
(1.35
)
 
$
0.19

FelCor LP - Income (loss) from continuing
    operations
 
(1.46
)
 
(2.61
)
 
(2.12
)
 
(1.34
)
 
0.19

 
 
 
 
 
 
 
 
 
 
 
Other Data:
 
 
 
 
 
 
 
 
 
 
  Cash distributions declared per common
    share/unit (c)
 
$

 
$

 
$

 
$
0.85

 
$
1.20

Adjusted FFO per share/unit (d)
 
$
0.14

 
$
(0.09
)
 
$
0.39

 
$
1.99

 
$
2.17

Adjusted EBITDA (d)
 
203

 
188

 
179

 
276

 
285

Cash flows provided by operating activities
 
46

 
59

 
73

 
153

 
137

 
 
 
 
 
 
 
 
 
 
 
Balance Sheet Data (at end of period):
 
 
 
 
 
 
 
 
 
 
Total assets
 
$
2,403

 
$
2,359

 
$
2,626

 
$
2,512

 
$
2,684

Total debt, net of discount
 
1,596

 
1,548

 
1,773

 
1,552

 
1,476

FelCor's redeemable noncontrolling
    interests in FelCor LP at redemption
    value
 
3

 
2

 
1

 
1

 
21


(a)
All years presented have been adjusted to reflect hotels no longer owned as discontinued operations.
(b)
Included in income (loss) from continuing operations are the following amounts (in millions):
 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
 
2008
 
2007
Impairment loss
 
$
(7
)
 
$
(106
)
 
$

 
$
(38
)
 
$

Impairment loss on unconsolidated hotels
 

 

 
(2
)
 
(13
)
 

Debt extinguishment
 
(24
)
 
44

 
(2
)
 

 

Gain on sale of condominiums
 

 

 

 

 
19



32


(c)
FelCor suspended payment of its common dividend in December 2008 and its preferred dividends in March 2009 in light of the deepening recession and dysfunctional capital markets, and the attendant impact on our industry and us.  In January 2011, FelCor reinstated our current quarterly preferred dividends and paid current quarterly preferred dividends for each quarter in 2011. Funds used by FelCor to pay common or preferred dividends are provided through distributions from FelCor LP. FelCor's Board of Directors will determine the amount of future common and preferred dividends for each quarter, if any, based upon various factors including operating results, economic conditions, other operating trends, our financial condition and capital requirements, as well as the minimum REIT distribution requirements.  Unpaid preferred dividends must be paid in full prior to payment of any common dividends.

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

33


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

Business and leisure travel increased in 2011, while new hotel construction remained at historic low levels. The lodging industry gained momentum to rebound to levels more consistent with long-term trends following the recent recession, with improvement in both occupancy and average daily rate, or ADR.
Our hotels continued to grow occupancy in 2011, but the strong demand enabled most of our growth in revenue per available room, or RevPAR, to come from improvement in average daily rate, or ADR. In 2011, our RevPAR improved 5.2% , compared to the prior year, through a 3.6% increase in ADR and a 1.5% improvement in occupancy. The sustained growth in ADR allowed our hotels to improve their Hotel EBITDA margin by 116   basis points, compared to the prior year.
In 2011, we undertook several critical steps making significant progress toward achieving the objective of our long-term strategic plan:

We sold nine hotels since December 2010 (out of 15 hotels initially brought to market in late 2010) for total gross proceeds of $222 million (our pro rata share was $180 million). We used $80 million of those proceeds to repay indebtedness secured by four of those hotels and the remainder to repay other indebtedness.
We also completed several other balance sheet initiatives during 2011:
Established a $225 million secured line of credit (we had no borrowings under the line at December 31, 2011, and the full $225 million is available for general corporate purposes).
Issued $525 million of 6.75% senior secured notes due 2019 and used the net proceeds to repay existing higher-cost debt (including the remaining $46 million of outstanding 9.0% senior notes due 2011), repay the $145 million balance on our line of credit and fund our $140 million purchase of Royalton and Morgans.
Sold 27.6 million shares of common stock in an underwritten public offering and used the net proceeds to redeem $144 million (of face value) of our 10% senior secured notes due 2014.
Extended a maturing mortgage loan for up to two years. The loan now bears an average interest rate of LIBOR plus 2.2% and is prepayable at any time, in whole or in part, with no penalty. At the same time, we repaid $20 million of the principal balance, reducing the outstanding balance to $158 million.
In May 2011, we acquired two midtown Manhattan hotels, Royalton and Morgans.
In December 2011, we acquired and commenced redevelopment of the four-plus star Knickerbocker Hotel in Times Square.

In January 2011, FelCor reinstated its current quarterly preferred dividend and paid current quarterly preferred dividends each quarter of 2011. FelCor cannot pay any common dividends unless and until all accrued and current preferred dividends are paid. Funds used by FelCor to pay common or preferred dividends are provided through distributions from FelCor LP. FelCor's Board of Directors will determine whether and when to declare future dividends (including the accrued but unpaid preferred dividends) based upon various factors, including operating results, economic conditions, other operating trends, our financial condition and capital requirements, as well as minimum REIT distribution requirements.


34


Financial Comparison (loss from continuing operations in millions)

 
 
Year Ended December 31,
 
 
2011
 
2010
 
% Change
2011-10
 
2009
 
% Change
2010-09
RevPAR
 
$
92.68

 
$
88.12

 
5.2
%
 
$
84.50

 
4.3
 %
Hotel EBITDA (a)
 
225

 
206

 
9.2
%
 
197

 
4.6
 %
Hotel EBITDA margin (a)
 
24.4
%
 
23.3
%
 
5.0
%
 
23.3
%
 
 %
Loss from continuing operations (b)
 
(134
)
 
(173
)
 
22.5
%
 
(96
)
 
(80.2
)%

(a)
Hotel EBITDA and Hotel EBITDA margin are non-GAAP financial measures.  A discussion of the use, limitations and importance of these non-GAAP financial measures and detailed reconciliations to the most comparable GAAP measure are found elsewhere in Management’s Discussion and Analysis of Financial Condition and Results of Operations under the section “Non-GAAP Financial Measures.”

(b)
The following amounts are included in loss from continuing operations (in millions):
 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
Impairment loss
 
$
(7
)
 
$
(106
)
 
$

Impairment loss on unconsolidated hotels
 

 

 
(2
)
Debt extinguishment
 
(24
)
 
44

 
(2
)



35


Results of Operations

Comparison of the Years Ended December 31, 2011 and 2010

For the year ended December 31, 2011, we recorded a $130.9 million net loss compared to a $225.8 million loss in 2010. Our 2011 loss included $13.2 million of impairment charges ( $7.0 million in continuing operations and $6.2 million in discontinued operations) and $24.4 million of losses from extinguishment of debt ( $24.2 million in continuing operations and $200,000 in discontinued operations), partially offset by $4.7 million of gains from hotel dispositions (in discontinued operations). Our 2010 loss included $173.7 million of impairment charges ( $106.4 million in continuing operations and $67.3 million in discontinued operations) partially offset by $59.5 million of gains from extinguishment of debt ( $44.3 million in continuing operations and $15.2 million in discontinued operations), and a $20.5 million gain related to the sale of our equity interest in an unconsolidated joint venture (included in equity in income from unconsolidated entities).

In 2011 :

Total revenue was $946.0 million , a 9.6% increase compared to 2010. The increase principally reflects a 5.2% increase in same-store RevPAR ( 5.4% at our core hotels and 4.6% at our non-strategic hotels), which was driven by a 3.6% increase in ADR and a 1.5% increase in occupancy, as well as $45.9 million in incremental revenue from our recently-acquired hotels (the Fairmont Copley Plaza, acquired in August 2010, and Royalton and Morgans, acquired in May 2011).

Hotel departmental expenses increased $33.9 million , compared to 2010, reflecting improved occupancy and $23.4 million of incremental hotel departmental expense from our recently acquired hotels. As a percentage of total revenue, hotel departmental expenses increased from 36.1% to 36.5% compared to 2010. This change is primarily due to the mix and nature of the business at the Fairmont Copley Plaza, which has significant food and beverage revenue. Food and beverage expenses are generally much higher as a percent of revenue than room expenses.

Other property related costs increased $21.7 million , due to a combination of improved occupancy and $12.5 million of incremental other property-related costs from our recently-acquired hotels.  As a percentage of total revenue, other property related costs remained essentially unchanged, compared to 2010.

Management and franchise fees increased $3.0 million , compared to 2010, due to higher revenues (which serve as the basis for determining such fees) and $766,000 in fees with respect of our recently-acquired hotels. As a percent of total revenue, management and franchise fees remained essentially unchanged, compared to 2010.

Taxes, insurance and lease expenses increased $2.7 million compared to 2010. As a percentage of total revenue, taxes, insurance and lease expense improved from 10.2% in 2010 to 9.6% in 2011. This trend reflects favorable property tax settlements and improved liability claims experience, and was partially offset by $3.4 million of incremental expenses at our recently-acquired hotels.

Corporate expenses decreased $1.7 million and decreased as a percentage of total revenue from 3.6% to 3.1% . This decrease is primarily attributed to the decrease in corporate bonus expense.


36


Depreciation and amortization expense decreased $274,000 compared to the same period in 2010. Our asset values, the basis from which we calculate depreciation, declined between 2010 and 2011 as result of hotel sales and impairment charges. Our same-store depreciation expense declined from 2010 to 2011, but this decline was offset by $3.6 million of depreciation expense related to our recently-acquired hotels. As a percent of total revenue, depreciation and amortization expense decreased to 14.1% in 2011 compared to 15.5% for the same period in 2010.

Impairment charges. From 2010-11, we identified 30 hotels (included in our consolidated investment in hotels) as non-strategic. We recorded $7.0 million of incremental impairment charges in 2011 relating to two of these non-strategic hotels that we are currently marketing for sale. The charges were based on revised estimated fair values obtained through the marketing process that were lower than the net book values for these hotels. We recorded $106.4 million of impairment charges from continuing operations in 2010, relating to 11 of the non-strategic hotels (22 of the 30 hotels identified as non-strategic remain in continuing operations).

Net interest expense decreased $4.6 million compared to the same period in 2010, primarily reflecting our lower average debt.

Extinguishment of debt . During 2011, we redeemed $144 million of our 10% senior notes due in October 2014 and recognized a $27.4 million debt extinguishment charge related to prepayment premium and the write-off of a pro rata portion of the debt discount and deferred loan costs, all of which was partially offset by a $3.7 million extinguishment gain when we refinanced a separate mortgage loan. In June 2010, we repaid $177 million of debt, secured by two hotels, for $130 million, and recorded a related $46.1 million gain on extinguishment of debt.

Equity in income of unconsolidated entities was a loss of $2.1 million compared to $16.9 million of income in 2010. In 2010, we had a $20.5 million gain from the sale of our interest in an unconsolidated entity (which owned the Sheraton Premiere hotel in Tysons Corner, Virginia).

Discontinued operations consists of eight hotels sold in 2011, one hotel sold in 2010, and two hotels transferred to a lender in satisfaction of debt in 2010. In 2011, we recorded $4.7 million of gains from the sale of hotels and $6.2 million of impairment charges. In 2010, we recorded impairment charges on discontinued hotels of: (i) $46.2 million related to our 2010 decision to sell 29 hotels included in our consolidated investment in hotels (8 of these hotels are in discontinued operations, 5 of which were impaired in 2010) and (ii) $21.1 million related to our 2010 decision to return two hotels to their respective lenders in full satisfaction of the related debt. These charges were partially offset by a $15.2 million gain from debt extinguishment related to the two hotels transferred to lenders in satisfaction of debt.

Comparison of the Years Ended December 31, 2010 and 2009

For the year ended December 31, 2010 , we recorded a $225.8 million net loss compared to a $109.1 million loss in 2009 . Our 2010 loss included $173.7 million of impairment charges ( $106.4 million in continuing operations and $67.3 million in discontinued operations), partially offset by $59.5 million of gains from extinguishment of debt ( $44.3 million in continuing operations and $15.2 million in discontinued operations), and a $20.5 million gain related to the sale of our equity interest in an unconsolidated joint venture (included in equity in income from unconsolidated entities). Our 2009 loss included a $3.4 million impairment charge and a $910,000 gain from disposition (both in discontinued operations), as well as a $1.7 million loss from debt extinguishment in continuing operations.


37


In 2010 :

Total revenue was $863.0 million , a 6.3% increase compared to 2009 . The increase principally reflects a 4.3% increase in same-store RevPAR, which was driven by a 5.9% increase in occupancy partially offset by a 1.5% decrease in ADR. The Fairmont Copley Plaza, which we acquired in August 2010, contributed $16.8 million.

Hotel departmental expenses increased $21.2 million ( 7.3% ) compared to 2009 , reflecting improved occupancy and $7.8 million of expenses at the Fairmont Copley Plaza. As a percentage of total revenue, hotel departmental expenses increased from 35.8% to 36.1% compared to 2009 . This change is primarily due to the mix and nature of the business at the Fairmont Copley Plaza, which has significant food and beverage revenue. Food and beverage expenses are generally much higher as a percent of revenue than room expenses.

Other property related costs increased $14.8 million , reflecting improved occupancy and $3.9 million of costs from the Fairmont Copley Plaza.  As a percentage of total revenue, other property related costs remained essentially unchanged, compared to 2009 .

Management and franchise fees increased $1.5 million , compared to 2009 , due to higher revenues (which serve as the basis for determining such fees) and $505,000 in fees with respect of the Fairmont Copley Plaza. As a percent of total revenue, management and franchise fees remained essentially unchanged, compared to 2009 .

Taxes, insurance and lease expenses increased $3.7 million compared to 2009 . The Fairmont Copley Plaza added $1.2 million of taxes, insurance and lease expense in 2010. As a percentage of total revenue, taxes, insurance and lease expense decreased from 10.4% in 2009 to 10.2% in 2010, reflecting improved property insurance costs and changes in franchise tax filing status.

Corporate expenses increased $6.5 million and increased as a percentage of total revenue from 3.0% to 3.6% .  This increase primarily reflects a temporary change in our long-term compensation program and increased corporate bonus accruals.  Because of the impact of the recession on the trading price of our common stock, our Board of Directors determined that issuing restricted stock at exceptionally low trading prices would be unduly dilutive to our stockholders.  In lieu of issuing restricted stock, restricted cash with which grantees could (and did) purchase stock, was granted.  Because those grants were subject to payroll tax withholding, amounts withheld were recognized as an expense in the first quarter of 2010 , rather than expensed over the normal three-year vesting period.  The increase in bonus expense is attributed to a higher bonus earned, based on the actual performance and the structure of our incentive compensation plan, compared to 2009.

Depreciation and amortization expense increased $1.8 million , compared to 2009 , primarily attributable to depreciation on $38.9 million and $75.9 million of consolidated hotel capital assets placed in service in 2010 and 2009 , respectively.

Impairment charge . During 2010, we identified 29 hotels (included in our consolidated investment in hotels) as non-strategic. Related to this decision, we recorded $106.4 million of impairment charges from continuing operations in 2010, relating to 11 of these hotels (21 of the 29 hotels identified as non-strategic in 2010 remain in continuing operations).


38


Net interest expense increased $39.9 million compared to 2009 , largely attributable to our Senior Notes, which were issued in October 2009. These notes bear interest at a higher rate than the notes they refinanced.

Debt extinguishment . We repaid $177 million of secured debt for $130 million and recorded a corresponding $46.1 million gain on extinguishment of debt. This gain was partially offset by losses from retirement of $40.3 million of our senior notes due June 2011. In 2009, we retired $428 million of senior notes maturing in 2011 and terminated our line of credit. We incurred a $1.7 million charge associated with these transactions.

Equity in income of unconsolidated entities was $16.9 million compared to a $4.8 million loss in 2009 . In 2010, we had a $20.5 million gain from the sale of our interest in an unconsolidated entity (which owned the Sheraton Premiere hotel in Tysons Corner, Virginia).

Discontinued operations primarily reflects a $67.3 million impairment charge and $15.2 million gain from debt extinguishment related to five sold hotels and two hotels transferred to lenders in full satisfaction of the related debt in 2010 .   Discontinued operations in 2009 primarily consisted of: (i) a $1.8 million adjustment to gains on sale (resulting from a change in the federal tax law that allowed recovery of previously paid alternative minimum taxes on gains from hotel sales in 2006 and 2007); (ii) the following items related to two hotels sold in December 2009 : a $3.4 million impairment loss and a $911,000 loss on sale (primarily related to selling costs); and (iii) $10.2 million of 2009 operating losses and interest expense related to hotels placed in discontinued operations in 2011, 2010 and 2009 .

Non-GAAP Financial Measures

We refer in this Annual Report to certain “non-GAAP financial measures.”  These measures, including FFO, Adjusted FFO, EBITDA, Adjusted EBITDA, Hotel EBITDA and Hotel EBITDA margin, are measures of our financial performance that are not calculated and presented in accordance with generally accepted accounting principles, or GAAP.  The following tables reconcile these non-GAAP measures to FelCor's most comparable GAAP financial measure.  Immediately following the reconciliations, we include a discussion of why we believe these measures are useful supplemental measures of our performance and of the limitations upon such measures.

39


The following tables detail our computation of FFO and Adjusted FFO (in thousands, except for per share data):

Reconciliation of Net Loss to FFO and Adjusted FFO
(in thousands, except per share data)

 
Year Ended December 31,
 
2011
 
2010
 
2009
 


Dollars
 


Shares
 
Per
Share
Amount
 


Dollars
 


Shares
 
Per
Share
Amount
 


Dollars
 


Shares
 
Per
Share
Amount
Net loss
$
(130,895
)
 
 
 
 
 
$
(225,837
)
 
 
 
 
 
$
(109,091
)
 
 
 
 
Noncontrolling
   interests
1,041

 
 
 
 
 
2,796

 
 
 
 
 
969

 
 
 
 
Preferred dividends
(38,713
)
 
 
 
 
 
(38,713
)
 
 
 
 
 
(38,713
)
 
 
 
 
Numerator for basic
  and diluted loss
  attributable to
  common stockholders
(168,567
)
 
117,068

 
$
(1.44
)
 
(261,754
)
 
80,611

 
$
(3.25
)
 
(146,835
)
 
63,114

 
$
(2.33
)
Depreciation and
  amortization
133,119

 

 
1.14

 
133,393

 

 
1.65

 
131,555

 

 
2.08

Depreciation,
  discontinued
  operations and
  unconsolidated
  entities
18,249

 

 
0.16

 
28,833

 

 
0.35

 
33,094

 

 
0.52

Gain on involuntary
  conversion
(280
)
 

 

 

 

 

 

 

 

Impairment loss
7,003

 

 
0.06

 
106,421

 

 
1.32

 

 

 

Impairment loss,
  discontinued
  operations and
  unconsolidated
  entities
6,247

 

 
0.05

 
66,555

 

 
0.83

 
5,516

 

 
0.09

Gain on sale of hotels
(4,714
)
 

 
(0.04
)
 

 

 

 
(910
)
 

 
(0.01
)
Gain on sale of
  unconsolidated
  entities

 

 

 
(21,103
)
 

 
(0.26
)
 

 

 

Noncontrolling
  interests in FelCor LP
(689
)
 
499

 
(0.01
)
 
(881
)
 
294

 
(0.01
)
 
(672
)
 
296

 
(0.01
)
Unvested restricted
  stock

 

 

 

 
505

 

 

 
331

 

FFO
(9,632
)
 
117,567

 
(0.08
)
 
51,464

 
81,410

 
0.63

 
21,748

 
63,741

 
0.34

Acquisition costs
1,479

 

 
0.01

 
449

 

 
0.01

 

 

 

Extinguishment of debt
24,381

 

 
0.21

 
(59,465
)
 

 
(0.73
)
 
1,721

 

 
0.02

Conversion costs

 

 

 

 

 

 
447

 

 
0.01

Severance costs

 

 

 

 

 

 
612

 

 
0.01

Lease termination costs

 

 

 

 

 

 
469

 

 
0.01

Unvested restricted
  stock

 
175

 

 

 
(505
)
 

 

 

 

Adjusted FFO
$
16,228

 
117,742

 
$
0.14

 
$
(7,552
)
 
80,905

 
$
(0.09
)
 
$
24,997

 
63,741

 
$
0.39


40



Reconciliation of Net Income (Loss) to FFO and Adjusted FFO
(in thousands, except per share data)

 
Year Ended December 31,
 
2008
2007
 


Dollars
 


Shares
 
Per
Share
Amount
 


Dollars
 


Shares
 
Per
Share
Amount
Net income (loss)
$
(120,487
)
 
 
 
 
 
$
89,824

 
 
 
 
Noncontrolling interests
1,242

 
 
 
 
 
(785
)
 
 
 
 
Preferred dividends
(38,713
)
 
 
 
 
 
(38,713
)
 
 
 
 
Net income (loss) attributable to FelCor
    common stockholders
(157,958
)
 
 
 
 
 
50,326

 
 
 
 
Less: Dividends declared on unvested
    restricted stock
(1,041
)
 
 
 
 
 
(1,011
)
 
 
 
 
Numerator for basic and diluted loss attributable to
    common stockholders
(158,999
)
 
61,979

 
$
(2.57
)
 
49,315

 
61,600

 
$
0.80

Depreciation and amortization
122,007

 

 
1.97

 
93,479

 

 
1.52

Depreciation, discontinued operations and
    unconsolidated entities
33,824

 

 
0.55

 
29,343

 

 
0.48

Gain on involuntary conversion
(3,095
)
 

 
(0.05
)
 

 

 

Impairment loss
38,455

 

 
0.62

 

 

 

Impairment loss, discontinued operations and
    unconsolidated entities
82,204

 

 
1.33

 

 

 

Gain on sale of hotels
(1,193
)
 

 
(0.02
)
 
(27,330
)
 

 
(0.44
)
Gain on sale of unconsolidated entities

 

 

 
(10,993
)
 

 
(0.18
)
Noncontrolling interests in FelCor LP
(2,433
)
 
1,199

 
(0.08
)
 
1,094

 
1,354

 
(0.04
)
Dividends declared on unvested restricted stock
1,041

 

 
0.02

 
1,011

 

 
0.02

Unvested restricted stock

 
98

 

 

 
297

 
(0.01
)
FFO
111,811

 
63,276

 
1.77

 
135,919

 
63,251

 
2.15

Extinguishment of debt

 

 

 
811

 

 
0.01

Hurricane loss
934

 

 
0.02

 

 

 

Hurricane loss, discontinued operations and
    unconsolidated entities
785

 

 
0.01

 

 

 

Conversion costs
507

 

 
0.01

 
491

 

 
0.01

Severance costs
850

 

 
0.01

 

 

 

Liquidated damages, discontinued operations
11,060

 

 
0.17

 

 

 

Abandoned projects

 

 

 
22

 

 

Adjusted FFO
$
125,947

 
63,276

 
$
1.99

 
$
137,243

 
63,251

 
$
2.17




41


The following table details our computation of EBITDA and Adjusted EBITDA (in thousands):

Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
(in thousands)

 
Year Ended December 31,
 
2011
 
2010
 
2009
 
2008
 
2007
Net income (loss)
$
(130,895
)
 
$
(225,837
)
 
$
(109,091
)
 
$
(120,487
)
 
$
89,824

Depreciation and amortization
133,119

 
133,393

 
131,555

 
122,007

 
93,479

Depreciation, discontinued operations and
    unconsolidated entities
18,249

 
28,833

 
33,094

 
33,824

 
29,343

Interest expense
135,141

 
139,853

 
100,260

 
92,746

 
89,654

Interest expense, discontinued operations and
      unconsolidated entities
5,409

 
9,656

 
9,801

 
13,902

 
15,262

Amortization of stock compensation
7,170

 
7,445

 
5,165

 
4,451

 
4,255

Noncontrolling interests in other partnerships
352

 
1,915

 
297

 
(1,191
)
 
309

EBITDA
168,545

 
95,258

 
171,081

 
145,252

 
322,126

Impairment loss
7,003

 
106,421

 

 
38,455

 

Impairment loss, discontinued operations and
    unconsolidated entities
6,247

 
66,555

 
5,516

 
82,204

 

Hurricane loss

 

 

 
934

 

Hurricane loss, discontinued operations
    and unconsolidated entities

 

 

 
785

 

Extinguishment of debt
24,381

 
(59,465
)
 
1,721

 

 
811

Conversion costs

 

 
447

 
507

 
491

Acquisition costs
1,479

 
449

 

 

 

Severance costs

 

 
612

 
850

 

Liquidated damages, discontinued operations

 

 

 
11,060

 

Lease termination costs

 

 
469

 

 

Abandoned projects

 

 

 

 
22

Gain on sale of hotels
(4,714
)
 

 
(910
)
 
(1,193
)
 
(27,330
)
Gain on involuntary conversion
(280
)
 

 

 
(3,095
)
 

Gain on sale of unconsolidated entities

 
(21,103
)
 

 

 
(10,993
)
Adjusted EBITDA
$
202,661

 
$
188,115

 
$
178,936

 
$
275,759

 
$
285,127



42


The following tables detail our computation of Hotel EBITDA, Hotel EBITDA margin, same-store operating revenue and expenses, and includes the reconciliation of same-store operating revenue and same-store operating expense to total revenue, total operating expense and operating loss at the dates presented.
Hotel EBITDA and Hotel EBITDA Margin
(dollars in thousands)
 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
Same-store operating revenue:
 
 
 
 
 
 
Room
 
$
720,251

 
$
684,852

 
$
656,700

Food and beverage
 
149,150

 
143,428

 
137,579

Other operating departments
 
53,239

 
54,664

 
54,143

Same-store operating revenue
 
922,640

 
882,944

 
848,422

Same-store operating expense:
 
 
 
 
 
 
Room
 
170,060

 
163,150

 
154,060

Food and beverage
 
141,111

 
136,340

 
130,956

Other operating departments
 
24,876

 
25,044

 
24,981

Other property related costs
 
260,550

 
251,275

 
240,189

Management and franchise fees
 
43,154

 
40,787

 
39,756

Taxes, insurance and lease expense
 
57,397

 
60,823

 
61,008

Same-store operating expense
 
697,148

 
677,419

 
650,950

Hotel EBITDA
 
$
225,492

 
$
205,525

 
$
197,472

Hotel EBITDA Margin
 
24.4
%
 
23.3
%
 
23.3
%
Reconciliation of Same-store Operating Revenue and Same-store Operating Expense to Total Revenue, Total Operating Expense and Operating Income (Loss)
(dollars in thousands)
 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
Same-store operating revenue (a)
 
$
922,640

 
$
882,944

 
$
848,422

Other revenue
 
2,949

 
3,174

 
2,843

Revenue from acquired hotels
 
20,403

 
(23,109
)
 
(39,267
)
Total revenue
 
945,992

 
863,009

 
811,998

Same-store operating expense (a)
 
697,148

 
677,419

 
650,950

Consolidated hotel lease expense (b)
 
38,759

 
36,327

 
34,187

Unconsolidated taxes, insurance and lease expense
 
(6,987
)
 
(6,630
)
 
(7,092
)
Corporate expenses
 
29,080

 
30,747

 
24,216

Depreciation and amortization
 
133,119

 
133,393

 
131,555

Impairment loss
 
7,003

 
106,421

 

Acquired hotel expenses
 
16,748

 
(22,790
)
 
(34,903
)
Other expenses
 
4,017

 
3,280

 
4,007

Total operating expenses
 
918,887

 
958,167

 
802,920

Operating income (loss)
 
$
27,105

 
$
(95,158
)
 
$
9,078

(a)
For same-store metrics, we have included the hotel acquired in August 2010 and excluded the two hotels acquired in May 2011 for all periods presented.
(b)
Consolidated hotel lease expense represents the percentage lease expense of our 51% owned operating lessees. The offsetting percentage lease revenue is included in equity in income from unconsolidated entities.

43


Substantially all of our non-current assets consist of real estate. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most industry investors consider supplemental measures of performance, which are not measures of operating performance under GAAP, to be helpful in evaluating a real estate company's operations. These supplemental measures are not measures of operating performance under GAAP. However, we consider these non-GAAP measures to be supplemental measures of a hotel REIT's performance and should be considered along with, but not as an alternative to, net income (loss) attributable to FelCor as a measure of our operating performance.
FFO and EBITDA

The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as net income or loss attributable to parent (computed in accordance with GAAP), excluding gains or losses from sales of property, plus depreciation, amortization and impairment losses. FFO for unconsolidated partnerships and joint ventures are calculated on the same basis. We compute FFO in accordance with standards established by NAREIT. This may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently than we do.

EBITDA is a commonly used measure of performance in many industries. We define EBITDA as net income or loss attributable to parent (computed in accordance with GAAP) plus interest expenses, income taxes, depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect EBITDA on the same basis.

Adjustments to FFO and EBITDA
We adjust FFO and EBITDA when evaluating our performance because management believes that the exclusion of certain additional items, including but not limited to those described below, provides useful supplemental information to investors regarding our ongoing operating performance and that the presentation of Adjusted FFO, and Adjusted EBITDA when combined with GAAP net income attributable to FelCor, EBITDA and FFO, is beneficial to an investor's better understanding of our operating performance.
Gains and losses related to extinguishment of debt and interest rate swaps - We exclude gains and losses related to extinguishment of debt and interest rate swaps from FFO and EBITDA because we believe that it is not indicative of ongoing operating performance of our hotel assets. This also represents an acceleration of interest expense or a reduction of interest expense, and interest expense is excluded from EBITDA.
Cumulative effect of a change in accounting principle - Infrequently, the Financial Accounting Standards Board promulgates new accounting standards that require the consolidated statements of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments in computing Adjusted FFO and Adjusted EBITDA because they do not reflect our actual performance for that period.
In addition, to derive Adjusted EBITDA we exclude gains or losses on the sale of depreciable assets and impairment losses because we believe that including them in EBITDA is not consistent with reflecting the ongoing performance of our remaining assets. Additionally, the gain or loss on sale of depreciable assets and impairment losses represents either accelerated depreciation or excess depreciation in previous periods, and depreciation is excluded from EBITDA.

44


Hotel EBITDA and Hotel EBITDA Margin
Hotel EBITDA and Hotel EBITDA margin are commonly used measures of performance in the hotel industry and give investors a more complete understanding of the operating results over which our individual hotels and brand/managers have direct control.  We believe that Hotel EBITDA and Hotel EBITDA margin are useful to investors by providing greater transparency with respect to two significant measures that we use in our financial and operational decision-making.  Additionally, using these measures facilitates comparisons with other hotel REITs and hotel owners.  We present Hotel EBITDA and Hotel EBITDA margin by eliminating all revenues and expenses from continuing operations not directly associated with hotel operations, including corporate-level expenses, depreciation and amortization, and expenses related to our capital structure.  We eliminate corporate-level costs and expenses because we believe property-level results provide investors with supplemental information into the ongoing operational performance of our hotels and the effectiveness of management on a property-level basis.  We eliminate depreciation and amortization because, even though depreciation and amortization are property-level expenses, we do not believe that these non-cash expenses, which are based on historical cost accounting for real estate assets, and implicitly assume that the value of real estate assets diminishes predictably over time, accurately reflect an adjustment in the value of our assets.  We also eliminate consolidated percentage rent paid to unconsolidated entities, which is effectively eliminated by noncontrolling interests and equity in income from unconsolidated subsidiaries, and include the cost of unconsolidated taxes, insurance and lease expense, to reflect the entire operating costs applicable to our Consolidated Hotels.  Hotel EBITDA and Hotel EBITDA margins are presented on a same-store basis and exclude the historical results of operations from the Fairmont Copley Plaza acquired in August 2010.
Use and Limitations of Non-GAAP Measures
Our management and Board of Directors use FFO, Adjusted FFO, EBITDA, Adjusted EBITDA, Hotel EBITDA and Hotel EBITDA margin to evaluate the performance of our hotels and to facilitate comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital intensive companies.  We use Hotel EBITDA and Hotel EBITDA margin in evaluating hotel-level performance and the operating efficiency of our hotel managers.
The use of these non-GAAP financial measures has certain limitations.  These non-GAAP financial measures as presented by us, may not be comparable to non-GAAP financial measures as calculated by other real estate companies.  These measures do not reflect certain expenses or expenditures that we incurred and will incur, such as depreciation, interest and capital expenditures.  Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance.  Our reconciliations to the most comparable GAAP financial measures, and our consolidated statements of operations and cash flows, include interest expense, capital expenditures, and other excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures.
These non-GAAP financial measures are used in addition to and in conjunction with results presented in accordance with GAAP.  They should not be considered as alternatives to operating profit, cash flow from operations, or any other operating performance measure prescribed by GAAP.  These non-GAAP financial measures reflect additional ways of viewing our operations that we believe, when viewed with our GAAP results and the reconciliations to the corresponding GAAP financial measures, provide a more complete understanding of factors and trends affecting our business than could be obtained absent this disclosure.  Management strongly encourages investors to review our financial information in its entirety and not to rely on a single financial measure.

45


Liquidity and Capital Resources

Operating Activities

During the year ended December 31, 2011 , we generated $45.9 million of cash provided by operating activities (primarily from hotel operations), a $12.9 million decline compared to 2010 .  This decline primarily reflects payment of $8.5 million of liquidated damages in 2011 in respect of our 2009 sale of two hotels and the 2011 payment of bonuses earned in 2010.  At December 31, 2011 , we had $93.8 million of cash, including approximately $41.5 million held under management agreements to meet working capital needs.

The combination of increased lodging demand and very limited new hotel construction provided momentum to maintain occupancy growth and boost ADR in 2011. While we saw growth in occupancy in 2011, most of our growth came from improved ADR. We expect continued growth in ADR and RevPAR in 2012. We expect our 2012 RevPAR will increase from 4 to 6% compared to 2011, which assumes continued occupancy and ADR growth.  We expect $81 million to $91 million of 2012 cash from operating activities.

We are subject to increases in hotel operating expenses, including wage and benefit costs, repair and maintenance expenses, utilities and insurance expenses that can fluctuate disproportionately to revenues.  Some of these operating expenses are difficult to predict and control, which lends volatility to our operating results.  We have implemented extensive cost containment initiatives at our hotels, including reducing headcount and improving productivity and energy efficiency. If RevPAR decreases, or fails to grow in line with or better than occupancy, and/or Hotel EBITDA margins shrink, our operations, earnings and/or cash flow could be materially adversely affected.

Investing Activities
During 2011, cash used in investing activities increased $93.0 million compared to 2010 , due primarily to our acquisition of Royalton, Morgans and the Knickerbocker, partially offset by proceeds from hotel sales. In 2011, we completed approximately $89.0 million of capital improvements at our Consolidated Hotels (primarily for renovations at eight hotels and redevelopment at two hotels). As part of our long-term capital plan, we anticipate renovating between six and eight core hotels each year. In 2012, we expect to start renovations at three hotels. We expect to spend approximately $85 million for renovation and redevelopment capital in 2012 which payments will be funded from operating cash flow, cash on hand and borrowings under our line of credit. In addition, we expect to spend approximately $60 million at the Knickerbocker, which will be funded primarily by restricted cash.
Financing Activities
For 2011, cash provided by financing activities increased by $61.7 million compared to 2010 , due primarily to issuance of our 6.75% senior notes, which was partially offset by retirement of $432.6 million of debt in 2011 and payment of current quarterly preferred dividends.  We expect to pay approximately $25 million in normally occurring principal payments, and $39 million in current quarterly preferred dividends in 2012, which payments will be funded from operating cash flow and cash on hand.
In January 2011, FelCor reinstated its current quarterly preferred dividend and paid current quarterly preferred dividends in each quarter of 2011. FelCor cannot pay any common dividends unless and until all accrued and current preferred dividends are paid. Funds used by FelCor to pay common or preferred dividends are provided through distributions from FelCor LP. FelCor's Board of Directors will determine whether and when to declare future dividends (including the accrued but unpaid preferred dividends) based upon various factors, including operating results, economic conditions, other operating trends, our financial condition and capital requirements, as well as minimum REIT distribution requirements. We had $76.3 million of aggregate accrued dividends payable to holders of our Series A and Series C preferred stock at December 31, 2011 (including $8.5 million pertaining to the current quarter).

46


Common Stock Offering .  In April 2011, FelCor sold 27.6 million shares of its common stock in an underwritten public offering.  The net proceeds from the offering, after underwriting discounts, were approximately $158 million and were contributed to FelCor LP in exchange for a like number of units. We used these proceeds to repay $144 million (by face value) of our 10% senior secured notes due 2014.

Line of Credit. In March 2011, we established a $225.0 million secured line of credit. At the same time, we repaid a $198.3 million secured loan and a $28.8 million secured loan, with a combination of $52.1 million of cash on hand and funds drawn under the new line of credit (all of which has been subsequently been repaid). The repaid loans would have matured in 2013 and 2012 (including extensions), respectively, and were secured by mortgages on 11 hotels. Those same hotels secure repayment of amounts outstanding under the line of credit. The credit facility bears interest at LIBOR, plus 4.5%, with no LIBOR floor.

Secured Debt .  At December 31, 2011 , we had a total of $1.6 billion of consolidated secured debt with 58 encumbered consolidated hotels with a $1.8 billion aggregate net book value.

In May 2011, we repaid $45.3 million in secured loans when we sold the mortgaged hotels.

In June 2011, we repaid (at maturity) a $7.3 million loan that was secured by one hotel.

In June 2011, we obtained a $24.0 million loan to refinance a loan secured by one hotel. The old loan balance was $27.8 million and by the terms of the old loan, upon refinancing, $3.8 million of the old loan was forgiven. We recognized a $3.7 million net gain from extinguishment of debt in connection with the refinancing. In July 2011, we repaid the new loan in full and recognized a $187,000 charge from extinguishment at that time.

In July 2011, we repaid $35.2 million in secured loans when we sold the mortgaged hotels.

In October 2011, we modified the term of a CMBS mortgage loan scheduled to mature in November 2011, extending its maturity for up to two years. The loan now bears an average interest rate at LIBOR plus 2.20% and is prepayable at any time, in whole or in part, with no penalty. In conjunction with the modification, we repaid $20 million of the principal balance, reducing the outstanding balance to $158 million at that time.

Except in the case of our Senior Notes, our mortgage debt is generally recourse solely to the specific hotels securing the debt (except in case of fraud, misapplication of funds and certain other limited recourse carve-out provisions, which could extend recourse to us).  Much of our secured debt allows us to substitute collateral under certain conditions and is prepayable, subject (in some instances) to various prepayment, yield maintenance or defeasance obligations.

Much of our secured debt (other than our senior notes) includes lock-box arrangements under certain circumstances. We are permitted to spend an amount required to cover our budgeted hotel operating expenses, taxes, debt service, insurance and capital expenditure reserves even if revenues are flowing through a lock-box in cases where a specified debt service coverage ratio is not met.  With the exception of loans secured by two hotels, all of our consolidated loans subject to lock-box provisions currently exceed the applicable minimum debt service coverage ratios.

Senior Notes .  We previously issued $636 million of our 10% senior secured notes due 2014, of which $459.9 million were outstanding at December 31, 2011. In addition, in May 2011, we issued $525 million of 6.75% senior secured notes due 2019 and used the net proceeds to repay existing higher-cost debt (including the remaining $46 million of our outstanding senior notes due 2011) and fund our purchase of Royalton and Morgans. Our senior notes require that we satisfy total leverage, secured leverage and interest coverage thresholds in order to: (i) incur additional indebtedness except to refinance maturing debt with replacement debt, as defined under our indentures; (ii) pay dividends in excess of the minimum distributions required to meet the REIT qualification test; (iii) repurchase capital stock; or (iv) merge. We currently exceed all minimum thresholds, other than for certain “restricted” payments. (Under the terms of our preferred stock, we are also prohibited from paying common

47


dividends or repurchasing shares of common stock until our accrued preferred dividends are paid in full.) These notes are guaranteed by us, and payment of our 10% notes is secured by a pledge of the limited partner interests in FelCor LP owned by FelCor. In addition, our senior notes are secured by first lien mortgages and related security interests and/or negative pledges on up to 17 hotels (11 for our 10% senior notes and six for our 6.75% senior notes), and pledges of equity interests in certain subsidiaries of FelCor LP.
We repaid the remaining outstanding $46.4 million of our senior notes when they matured in June 2011.
In June 2011, we redeemed $144 million in aggregate principal of our 10% senior notes using $158 million of net proceeds of our recent equity offering. Under the terms of the indenture governing the redeemed notes, the redemption price was 110% of the principal amount of the redeemed notes, together with accrued and unpaid interest thereon to the redemption date. We recognized a $27.4 million debt extinguishment charge related to the prepayment premium and the write-off of a pro rata portion of the related debt discount and deferred loan costs.
Interest Rate Caps .  To fulfill requirements under certain loans, we entered into interest rate cap agreements with aggregate notional amounts of $212.0 million and $639.2 million at December 31, 2011 and 2010 , respectively.  These interest rate caps were not designated as hedges and had insignificant fair values at both December 31, 2011 and 2010 , resulting in no significant net earnings impact.
Consolidated debt consisted of the following (in thousands):
 

Encumbered
Hotels
 

Interest Rate
(%)
 
 
 
December 31,
 
 
 
Maturity Date
 
2011
 
2010
Line of credit (a)
 
11

 
 
L + 4.50

 
 
August 2014 (b)
 
$

 
$

Hotel mortgage debt
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage debt
 
8

 
 
L + 5.10

(c)  
 
April 2015
 
202,982

 
212,000

Mortgage debt
 
9

 
 
L + 2.20

 
 
May 2013 (d)
 
156,398

 
250,000

Mortgage debt
 
7

 
 
9.02

   
 
 April 2014
 
109,044

 
113,220

Mortgage debt
 
5

(e)  
 
6.66

 
 
 June - August 2014
 
67,375

 
69,206

Mortgage debt
 
1

 
 
5.81

   
 
 July 2016
 
10,876

 
11,321

Senior notes
 
 
 
 
 
 
 
 
 


 


Senior secured notes
 
6

 
 
6.75

 
 
June 2019
 
525,000

 

Senior secured notes (f)
 
11

 
 
10.00

 
 
October 2014
 
459,931

 
582,821

Other (g)
 

 
 
L + 1.50

 
 
December 2012
 
64,860

 

Retired debt
 

 
 

 
 
 

 
309,741

Total
 
58

 
 
 
   
 
 
 
$
1,596,466

 
$
1,548,309

(a)
We currently have full availability under our $225   million line of credit.
(b)
The line of credit can be extended for one year (to 2015), subject to satisfying certain conditions.
(c)
LIBOR (for this loan) is subject to a 3% floor.  We purchased an interest rate cap ($212   million notional amount) that caps LIBOR at 5.0% and expires May 2012.
(d)
This loan can be extended for six months, subject to satisfying certain conditions.
(e)
The hotels securing this debt are subject to separate loan agreements and are not cross-collateralized.
(f)
These notes have $492 million in aggregate principal outstanding ($144   million in aggregate principal amount was redeemed in June 2011) and were initially sold at a discount that provided an effective yield of 12.875% before transaction costs.
(g)
This loan is related to our Knickerbocker development project and is fully secured by restricted cash and a mortgage. Because we were able to assume an existing loan when we purchased this hotel, we were not required to pay any local mortgage recording tax. When that loan is transferred to a new lender and made part of our construction loan, we expect to only pay such tax to the extent of the incremental principal amount of the construction loan.

48


Contractual Obligations

We have obligations and commitments to make certain future payments under debt agreements and various contracts.  The following schedule details these obligations at December 31, 2011 (in thousands):

 
 

Total
 
Less Than
1 Year
 
1 – 3
Years
 
4 – 5
Years
 
After
5 Years
Debt (a)
 
$
2,122,755

 
$
215,110

 
$
1,010,316

 
$
286,688

 
$
610,641

Operating leases
 
321,152

 
27,549

 
11,514

 
11,566

 
270,523

Purchase obligations
 
61,945

 
61,945

 

 

 

Accrued obligations on sold hotels
 
5,434

 
5,434

 

 

 

Total contractual obligations
 
$
2,511,286

 
$
310,038

 
$
1,021,830

 
$
298,254

 
$
881,164


(a)
Our long-term debt consists of both secured and unsecured debt and includes both principal and interest.  Interest expense for variable rate debt was calculated using the interest rate at December 31, 2011.

Off-Balance Sheet Arrangements

At December 31, 2011 , we had unconsolidated 50% investments in ventures that own an aggregate of 13 hotels (referred to as hotel joint ventures).  We own more than 50% of the operating lessees operating 12 of these hotels and one hotel is operated without a lease.  We also owned a 50% interest in entities that provide condominium management services and develop condominiums in Myrtle Beach, South Carolina.  None of our directors, officers or employees owns any interest in any of these joint ventures or entities.  The hotel joint ventures had $150.4 million of non-recourse mortgage debt relating to these 13 hotels, of which our pro rata portion was $75.2 million, none of which is reflected as a liability on our consolidated balance sheet.  Our liabilities with regard to non-recourse debt and the liabilities of our subsidiaries that are members or partners in joint ventures are generally limited to guarantees of the borrowing entity’s obligations to pay for the lender’s losses caused by misconduct, fraud or misappropriation of funds by the venture and other typical exceptions from the non-recourse provisions in the mortgages, such as for environmental liabilities.

We have recorded equity in income (loss) from unconsolidated entities of $(2.1) million , $16.9 million (including $21.1 million of gains from sale), and $(4.8) million for 2011, 2010 and 2009 , respectively. We received distributions of $3.8 million (of which $2.3 million came from operations), $48.3 million (of which $2.2 million came from operations), and $9.0 million (of which $2.8 million came from operations) for 2011 , 2010 and 2009 , respectively.  The principal source of income for our hotel joint ventures is percentage lease revenue from their operating lessees.

Capital expenditures at the hotels owned by our hotel joint ventures are generally funded from the income from operations of these ventures.  However, if a venture has insufficient cash flow to meet operating expenses or make necessary capital improvements, the venture may make a capital call upon the venture members or partners to fund such necessary improvements.  In the event of a capital call, the other joint venture member or partner may be unwilling or unable to make the necessary capital contributions.  Under such circumstances, we may elect to make the other party’s contribution as a loan to the venture or as an additional capital contribution by us.  Under certain circumstances, a capital contribution by us may increase our equity investment to greater than 50% and may require that we consolidate the venture, including all of its assets and liabilities, into our consolidated financial statements.


49


With respect to joint ventures that are partnerships, the hotels owned by them could perform below expectations and result in insolvency of the partnership and acceleration of their debts, unless the members or partners provide additional capital.  In some ventures, the members or partners may be required to make additional capital contributions or have their interest in the venture be reduced or offset for the benefit of any party making the required investment on their behalf.  We may be faced with the choice of losing our investment in a venture or investing additional capital under circumstances that do not assure a return on that investment.

Inflation

Operators of hotels, in general, possess the ability to adjust room rates daily to reflect the effects of inflation.  Competitive pressures may, however, require us to reduce room rates in the near term and may limit our ability to raise room rates in the future.  We are also subject to the risk that inflation will cause increases in hotel operating expenses disproportionately to revenues.

Seasonality

The lodging business is seasonal in nature.  Generally, hotel revenues are greater in the second and third calendar quarters than in the first and fourth calendar quarters, although this may not be true for hotels in major tourist destinations. Revenues for hotels in tourist areas generally are substantially greater during tourist season than other times of the year.  Seasonal variations in revenue at our hotels can be expected to cause quarterly fluctuations in our revenues.  Quarterly earnings also may be adversely affected by events beyond our control, such as extreme weather conditions, economic factors and other considerations affecting travel.  To the extent that cash flow from operations is insufficient during any quarter, due to temporary or seasonal fluctuations in revenues, we may utilize cash on hand or borrowings to satisfy our obligations.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with GAAP.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities.

On an on-going basis, we evaluate our estimates, including those related to bad debts, the carrying value of investments in hotels, litigation, and other contingencies.  We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results may differ from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect the most significant judgments and estimates used in the preparation of our consolidated financial statements.

We record an impairment charge when we believe that an investment in one or more of our hotels held for investment has been impaired, such that future undiscounted cash flows would not recover the book basis, or net book value, of the investment.  We test for impairment when certain events occur, including one or more of the following:  projected cash flows are significantly less than recent historical cash flows; significant changes in legal factors or actions by a regulator that could affect the value of our hotels; events that could cause changes or uncertainty in travel patterns; and a current expectation that, more likely than not, a hotel will be sold or otherwise disposed of significantly before the end of its previously estimated useful life.  In the evaluation of impairment of our hotels, and in establishing impairment charges, we make many assumptions and estimates on a hotel by hotel basis, which include the following:

Annual cash flow growth rates for revenues and expenses;
Holding periods;

50


Expected remaining useful lives of assets;
Estimates in fair values taking into consideration future cash flows, capitalization rates, discount rates and comparable selling prices; and
Future capital expenditures.

We record an impairment charge when one or more of our investments in unconsolidated subsidiaries experiences an other-than-temporary decline in fair value.  Any decline in fair value that is not expected to be recovered in the next 12 months is considered other-than-temporary.  We record an impairment in our equity-based investments as a reduction in the carrying value of the investment.  Our estimates of fair values are based on future cash flow estimates, capitalization rates, discount rates and comparable selling prices.

Changes in these estimates, future adverse changes in market conditions or poor operating results of underlying hotels could result in an inability to recover the carrying value of our hotels or investments in unconsolidated entities, thereby requiring future impairment charges.

We capitalize interest and certain other costs, such as property taxes, land leases, property insurance and employee costs related to hotels undergoing major renovations and redevelopments.  In 2011 , 2010 and 2009 , we capitalized $7.4 million, $5.8 million and $5.9 million, respectively, of such costs.  We make estimates with regard to when components of the renovated asset or redevelopment project are taken out of service or placed in service when determining the appropriate amount and time to capitalize these costs. If these estimates are inaccurate, we could capitalize too much or too little with regard to a particular project.

Depreciation expense is based on the estimated useful life of our assets, and amortization expense for leasehold improvements is the shorter of the lease term or the estimated useful life of the related assets.  The lives of the assets are based on a number of assumptions including cost and timing of capital expenditures to maintain and refurbish the assets, as well as specific market and economic conditions. While we believe our estimates are reasonable, a change in the estimated lives could affect depreciation and amortization expense and net income (loss) or the gain or loss on the sale of any of our hotels.

Investments in hotel properties are based on purchase price and allocated to land, property and equipment, identifiable intangible assets and assumed debt and other liabilities at fair value.  Any remaining unallocated purchase price, if any, is treated as goodwill.  Property and equipment are recorded at fair value based on current replacement cost for similar capacity and allocated to buildings, improvements, furniture, fixtures and equipment using appraisals and valuations prepared by management and/or independent third parties.  Identifiable intangible assets (typically contracts including ground and retail leases and management and franchise agreements) are recorded at fair value, although no value is generally allocated to contracts which are at market terms.  Above-market and below-market contract values are based on the present value of the difference between contractual amounts to be paid pursuant to the contracts acquired and our estimate of the fair value of contract rates for corresponding contracts measured over the period equal to the remaining non-cancelable term of the contract.  Intangible assets are amortized using the straight-line method over the remaining non-cancelable term of the related agreements.  In making estimates of fair values for purposes of allocating purchase price, we may utilize a number of sources such as those obtained in connection with the acquisition or financing of a property and other market data, including third-party appraisals and valuations.


51


We make estimates with respect to contingent liabilities for losses covered by insurance.  We record liabilities for self-insured losses under our insurance programs when it becomes probable that an asset has been impaired or a liability has been incurred at the date of our financial statements and the amount of the loss can be reasonably estimated.  We are self-insured for the first $250,000, per occurrence, of our general liability claims with regard to 50 of our hotels.  We review the adequacy of our reserves for our self-insured claims on a regular basis.  Our reserves are intended to cover the estimated ultimate uninsured liability for losses with respect to reported and unreported claims incurred at the end of each accounting period.  These reserves represent estimates at a given date, generally utilizing projections based on claims, historical settlement of claims and estimates of future costs to settle claims.  Estimates are also required since there may be delays in reporting.  Because establishment of insurance reserves is an inherently uncertain process involving estimates, currently established reserves may not be sufficient.  If our insurance reserves of $2.7 million, at December 31, 2011 , for general liability losses are insufficient, we will record an additional expense in future periods.  Property and catastrophic losses are event-driven losses and, as such, until a loss occurs and the amount of loss can be reasonably estimated, no liability is recorded.  We recorded no contingent liabilities with regard to property or catastrophic losses at December 31, 2011 .

Our Taxable REIT Subsidiaries, or TRSs, have cumulative potential future tax deductions totaling $351.4 million .  The deferred income tax asset associated with these potential future tax deductions was $133.5 million .  We recorded a 100% valuation allowance related to our TRSs net deferred tax asset, because of the uncertainty of realizing the asset’s benefit.  The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns.  We have considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance.  In the event we were to determine that we would be able to realize all or a portion of our deferred tax assets in the future, an adjustment to the deferred tax asset would increase operating income in the period such determination was made.


52


Item 7A.   Quantitative and Qualitative Disclosures About Market Risk
At December 31, 2011 , approximately 73% of our consolidated debt had fixed interest rates.  In some cases, market rates of interest are below the rates we are obligated to pay on our fixed-rate debt.
The following tables provide information about our financial instruments that are sensitive to changes in interest rates.  For debt obligations, the tables present scheduled maturities (before extension options) and weighted average interest rates, by maturity dates.  The fair value of our fixed rate debt indicates the estimated principal amount of debt having the same debt service requirements that could have been borrowed at the date presented, at then current market interest rates.
December 31, 2011
 
Expected Maturity Date
 
2012
 
 
2013
 
2014
 
2015
 
2016
 
Thereafter
 
Total
 
Fair Value
Liabilities
(dollars in thousands)
Fixed rate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
$
4,600

 
 
$
4,981

 
$
660,338

 
$
564

 
$
8,813

 
$
525,000

 
$
1,204,296

 
$
1,253,180

Average interest
    rate
7.69
%
 
 
7.71
%
 
9.52
%
 
5.81
%
 
5.81
%
 
6.75
%
 
8.27
%
 
 
Floating rate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
89,370

 
 
133,588

 
1,021

 
200,260

 

 

 
424,239

 
436,816

   Average interest
       rate (a)
2.39
%
 
 
2.99
%
 
8.10
%
 
8.10
%
 

 

 
5.29
%
 
 
Total debt
$
93,970

 
 
$
138,569

 
$
661,359

 
$
200,824

 
$
8,813

 
$
525,000

 
$
1,628,535

 
 
Average interest
     rate
2.65
%
 
 
3.16
%
 
9.52
%
 
8.09
%
 
5.81
%
 
6.75
%
 
7.49
%
 
 
Net discount
 
 
 
 
 
 
 
 
 
 
 
 
 
(32,069
)
 
 
Total debt
 
 
 
 
 
 
 
 
 
 
 
 
 
$
1,596,466

 
 
(a)
The average floating rate represents the implied forward rates in the yield curve at December 31, 2011 .

December 31, 2010
 
 
Expected Maturity Date
 
 
2011
 
2012
 
2013
 
2014
 
2015
 
Thereafter
 
Total
 
Fair Value
Liabilities
 
(dollars in thousands)
Fixed rate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
 
$
60,191

 
$
4,561

 
$
32,708

 
$
804,842

 
$
563

 
$
8,813

 
$
911,678

 
$
1,001,102

Average interest
     rate
 
8.54
%
 
7.68
%
 
8.61
%
 
9.61
%
 
5.81
%
 
5.81
%
 
9.45
%
 
 
Floating rate:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt
 
478,966

 
1,832

 
1,986

 
2,153

 
204,887

 

 
689,824

 
676,725

   Average interest
        rate (a)
 
3.36
%
 
8.10
%
 
8.10
%
 
8.16
%
 
8.16
%
 

 
4.83
%
 
 
Total debt
 
$
539,157

 
$
6,393

 
$
34,694

 
$
806,995

 
$
205,450

 
$
8,813

 
$
1,601,502

 
 
Average interest
     rate
 
3.94
%
 
7.80
%
 
8.58
%
 
9.60
%
 
8.16
%
 
5.81
%
 
7.46
%
 
 
Net discount
 
 
 
 
 
 
 
 
 
 
 
 
 
(53,193
)
 
 
Total debt
 
 
 
 
 
 
 
 
 
 
 
 
 
$
1,548,309

 
 
(a)
The average floating rate represents the implied forward rates in the yield curve at December 31, 2010 .
We had no interest rate swap agreements at December 31, 2011 or 2010 .

53




Item 8.     Financial Statements and Supplementary Data




FELCOR LODGING TRUST INCORPORATED and
FELCOR LODGING LIMITED PARTNERSHIP

INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm (FelCor Lodging Trust Incorporated)
Report of Independent Registered Public Accounting Firm (FelCor Lodging Limited Partnership)
FelCor Lodging Trust Incorporated Financial Statements:
 
Consolidated Balance Sheets — December 2011 and 2010
Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2011, 2010
    and 2009
Consolidated Statements of Equity for the years ended December 31, 2011, 2010 and 2009
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009
FelCor Lodging Limited Partnership Financial Statements:
 
Consolidated Balance Sheets — December 2011 and 2010
Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2011, 2010
    and 2009
Consolidated Statements of Partners' Capital for the years ended December 31, 2011, 2010 and
    2009
Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009
Notes to Consolidated Financial Statements
Schedule III — Real Estate and Accumulated Depreciation as of December 31, 2011


54





Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
FelCor Lodging Trust Incorporated

March 6, 2012

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive loss, of equity, and of cash flows present fairly, in all material respects, the financial position of FelCor Lodging Trust Incorporated and its subsidiaries at December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

PricewaterhouseCoopers LLP, 2001 Ross Avenue, Suite 1800, Dallas, Texas 75201‑2997
T: (214) 999 1400, F: (214) 754 7991, www.pwc.com/us

55



statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP



Dallas, Texas
March 6, 2012



56




Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
FelCor Lodging Trust Incorporated
March 6, 2012
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive loss, of partners' capital, and of cash flows present fairly, in all material respects, the financial position of FelCor Lodging Limited Partnership and its subsidiaries at December 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial



PricewaterhouseCoopers LLP, 2001 Ross Avenue, Suite 1800, Dallas, Texas 75201‑2997
T: (214) 999 1400, F: (214) 754 7991, www.pwc.com/us

57



statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP



Dallas, Texas
March 6, 2012



58


FELCOR LODGING TRUST INCORPORATED
CONSOLIDATED BALANCE SHEETS
December 31, 2011 and 2010
(in thousands)
 
2011
 
2010
Assets
 
 
 
Investment in hotels, net of accumulated depreciation of $987,895 and
   $982,564 at December 31, 2011 and 2010, respectively
$
1,953,795

 
$
1,985,779

Hotel development
120,163

 

Investment in unconsolidated entities
70,002

 
75,920

Cash and cash equivalents
93,758

 
200,972

Restricted cash
84,240

 
16,702

Accounts receivable, net of allowance for doubtful accounts of $333 and
   $696 at December 31, 2011 and 2010, respectively
27,135

 
27,851

Deferred expenses, net of accumulated amortization of $13,119 and
   $17,892 at December 31, 2011 and 2010, respectively
29,772

 
19,940

Other assets
24,363

 
32,271

Total assets
$
2,403,228

 
$
2,359,435

Liabilities and Equity
 
 
 
Debt, net of discount of $32,069 and $53,193 at December 31, 2011 and
  2010, respectively
$
1,596,466

 
$
1,548,309

Distributions payable
76,293

 
76,293

Accrued expenses and other liabilities
140,548

 
144,451

Total liabilities
1,813,307

 
1,769,053

Commitments and contingencies


 


Redeemable noncontrolling interests in FelCor LP, 636 and 285 units
   issued and outstanding at December 31, 2011 and 2010, respectively
3,026

 
2,004

Equity:
 
 
 
Preferred stock, $0.01 par value, 20,000 shares authorized:
 
 
 
    Series A Cumulative Convertible Preferred Stock, 12,880 shares,
      liquidation value of $322,011, issued and outstanding at December 31,
      2011 and 2010
309,362

 
309,362

    Series C Cumulative Redeemable Preferred Stock, 68 shares,
      liquidation value of $169,950, issued and outstanding at December 31,
      2011 and 2010
169,412

 
169,412

Common stock, $0.01 par value, 200,000 shares authorized and 124,281
      shares issued and outstanding at December 31, 2011, and 101,038 shares
      issued and outstanding (including shares in treasury) at
      December 31, 2010
1,243

 
1,010

Additional paid-in capital
2,353,251

 
2,190,308

Accumulated other comprehensive income
25,738

 
26,457

Accumulated deficit
(2,297,468
)
 
(2,054,625
)
Less: Common stock in treasury, at cost, of 4,156 shares at
   December 31, 2010

 
(73,341
)
Total FelCor stockholders’ equity
561,538

 
568,583

Noncontrolling interests in other partnerships
25,357

 
19,795

Total equity
586,895

 
588,378

Total liabilities and equity
$
2,403,228

 
$
2,359,435

The accompanying notes are an integral part of these consolidated financial statements.

59


FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended December 31, 2011 , 2010 and 2009
(in thousands, except per share data)

 
2011
 
2010
 
2009
Revenues:
 
 
 
 
 
Hotel operating revenue
$
943,043

 
$
859,835

 
$
809,155

Other revenue
2,949

 
3,174

 
2,843

Total revenues
945,992

 
863,009

 
811,998

Expenses:
 
 
 
 
 
Hotel departmental expenses
345,707

 
311,785

 
290,558

Other property-related costs
265,794

 
244,060

 
229,278

Management and franchise fees
43,155

 
40,154

 
38,673

Taxes, insurance and lease expense
91,012

 
88,327

 
84,633

Corporate expenses
29,080

 
30,747

 
24,216

Depreciation and amortization
133,119

 
133,393

 
131,555

Impairment loss
7,003

 
106,421

 

Other expenses
4,017

 
3,280

 
4,007

Total operating expenses
918,887

 
958,167

 
802,920

Operating income (loss)
27,105

 
(95,158
)
 
9,078

Interest expense, net
(134,901
)
 
(139,493
)
 
(99,574
)
Debt extinguishment
(24,182
)
 
44,313

 
(1,721
)
Gain on involuntary conversion, net
280

 

 

Gain on sale of assets

 

 
723

Loss before equity in income (loss) from
unconsolidated entities
(131,698
)
 
(190,338
)
 
(91,494
)
Equity in income (loss) from unconsolidated entities
(2,068
)
 
16,916

 
(4,814
)
Loss from continuing operations
(133,766
)
 
(173,422
)
 
(96,308
)
Discontinued operations
2,871

 
(52,415
)
 
(12,783
)
Net loss
(130,895
)

(225,837
)

(109,091
)
Net loss attributable to noncontrolling interests in
   other partnerships
352

 
1,915

 
297

Net loss attributable to redeemable noncontrolling interests
    in FelCor LP
689

 
881

 
672

Net loss attributable to FelCor
(129,854
)
 
(223,041
)
 
(108,122
)
Preferred dividends
(38,713
)
 
(38,713
)
 
(38,713
)
Net loss attributable to FelCor common stockholders
$
(168,567
)
 
$
(261,754
)
 
$
(146,835
)
Basic and diluted per common share data:
 
 
 
 
 
Loss from continuing operations
$
(1.46
)
 
$
(2.61
)
 
$
(2.12
)
Net loss
$
(1.44
)
 
$
(3.25
)
 
$
(2.33
)
Basic and diluted weighted average common shares
    outstanding
117,068

 
80,611

 
63,114


The accompanying notes are an integral part of these consolidated financial statements.

60



FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
For the Years Ended December 31, 2011 , 2010 and 2009
(in thousands)



 
 
2011
 
2010
 
2009
Net loss
 
$
(130,895
)
 
$
(225,837
)
 
$
(109,091
)
Foreign currency translation adjustment
 
(726
)
 
2,937

 
8,219

Comprehensive loss
 
(131,621
)
 
(222,900
)
 
(100,872
)
Comprehensive loss attributable to noncontrolling
    interests in other partnerships
 
352

 
1,915

 
297

Comprehensive loss attributable to redeemable
    noncontrolling interests in FelCor LP
 
696

 
873

 
634

Comprehensive loss attributable to FelCor
 
$
(130,573
)
 
$
(220,112
)
 
$
(99,941
)































The accompanying notes are an integral part of these consolidated financial statements.


61


FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF EQUITY
For the Years Ended December 31, 2011 , 2010 and 2009
(in thousands)


 

Preferred Stock
 

Common Stock
 

Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
 
 
 
 
Noncontrolling
Interests in
Other
Partnerships
 


Comprehensive
Income (Loss)
 
 
 
Number
of Shares
 

Amount
 
Number
of Shares
 

Amount
 
 
 
Accumulated
Deficit
 
Treasury
Stock
 
 
 

Total Equity
Balance at December 31, 2008
12,948

 
$
478,774

 
69,413

 
$
694

 
$
2,045,482

 
$
15,347

 
$
(1,645,947
)
 
$
(99,245
)
 
$
23,784

 
 
 
$
818,889

Issuance of stock awards

 

 

 

 
(27,510
)
 

 

 
27,526

 

 
 
 
16

Amortization of stock awards

 

 

 

 
5,139

 

 

 

 

 
 
 
5,139

Forfeiture of stock awards

 

 

 

 
63

 

 

 
(193
)
 

 
 
 
(130
)
Conversion of operating partnership units into common shares

 

 

 

 
(17
)
 

 

 
17

 

 
 
 

Allocation to redeemable noncontrolling interests

 

 

 

 
(1,152
)
 

 

 

 

 
 
 
(1,152
)
Contribution from noncontrolling interests

 

 

 

 

 

 

 

 
534

 
 
 
534

Distribution to noncontrolling interests

 

 

 

 

 

 

 

 
(1,606
)
 
 
 
(1,606
)
Other

 

 

 

 
(168
)
 

 
(40
)
 

 
168

 
 
 
(40
)
Preferred dividends:

 

 

 

 

 

 

 

 

 
 
 
 
$1.95 per Series A preferred share

 

 

 

 

 

 
(25,117
)
 

 

 
 
 
(25,117
)
$2.00 per Series C depositary preferred share

 

 

 

 

 

 
(13,596
)
 

 

 
 
 
(13,596
)
Comprehensive loss:

 

 

 

 

 

 

 

 

 
 
 
 
Foreign exchange translation

 

 

 

 

 
8,181

 

 

 

 
$
8,181

 
 
Net loss

 

 

 

 

 

 
(108,122
)
 

 
(297
)
 
(108,419
)
 
 
Comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
(100,238
)
 
(100,238
)
Balance at December 31, 2009
12,948

 
$
478,774

 
69,413

 
$
694

 
$
2,021,837

 
$
23,528

 
$
(1,792,822
)
 
$
(71,895
)
 
$
22,583

 
 
 
$
682,699




The accompanying notes are an integral part of these consolidated financial statements.


62


FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF EQUITY – (continued)
For the Years Ended December 31, 2011 , 2010 and 2009
(in thousands)

 
Preferred Stock
 
Common Stock
 
 
 

Accumulated
Other
Comprehensive
Income (Loss)
 
 
 
 
 
Noncontrolling
Interests in
Other
Partnerships
 
 
 
 
 
Number
of
Shares
 


Amount
 
Number
 of
Shares
 
 

Amount
 
Additional
Paid-in
Capital
 
 

Accumulated
Deficit
 

Treasury
Stock
 
 
 
Comprehensive
Income (Loss)
 


Total Equity
Balance at December 31, 2009
12,948

 
$
478,774

 
69,413

 
$
694

 
$
2,021,837

 
$
23,528

 
$
(1,792,822
)
 
$
(71,895
)
 
$
22,583

 
 
 
$
682,699

Issuance of common stock

 

 
31,625

 
316

 
166,011

 

 

 

 

 
 
 
166,327

Issuance of stock awards

 

 

 

 
(229
)
 

 

 
297

 

 
 
 
68

Amortization of stock awards

 

 

 

 
5,400

 

 

 

 

 
 
 
5,400

Forfeiture of stock awards

 

 

 

 
405

 

 

 
(1,928
)
 

 
 
 
(1,523
)
Conversion of operating partnership units into common shares

 

 

 

 
(185
)
 

 

 
185

 

 
 
 

Allocation to redeemable noncontrolling interests

 

 

 

 
(1,815
)
 

 

 

 

 
 
 
(1,815
)
Contribution from noncontrolling interests

 

 

 

 

 

 

 

 
1,394

 
 
 
1,394

Distribution to noncontrolling interests

 

 

 

 

 

 

 

 
(2,383
)
 
 
 
(2,383
)
Other

 

 

 

 
(1,116
)
 

 
(49
)
 

 
116

 
 
 
(1,049
)
Preferred dividends:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$1.95 per Series A preferred share

 

 

 

 

 

 
(25,117
)
 

 

 
 
 
(25,117
)
$2.00 per Series C depositary preferred share

 

 

 

 

 

 
(13,596
)
 

 

 
 
 
(13,596
)
Comprehensive loss:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange translation

 

 

 

 

 
2,929

 

 

 

 
$
2,929

 
 
Net loss

 

 

 

 

 

 
(223,041
)
 

 
(1,915
)
 
(224,956
)
 
 
Comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
(222,027
)
 
(222,027
)
Balance at December 31, 2010
12,948

 
$
478,774


101,038

 
$
1,010

 
$
2,190,308

 
$
26,457

 
$
(2,054,625
)
 
$
(73,341
)
 
$
19,795

 
 
 
$
588,378





The accompanying notes are an integral part of these consolidated financial statements.

63


FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF EQUITY – (continued)
For the Years Ended December 31, 2011 , 2010 and 2009
(in thousands)

 
Preferred Stock
 
Common Stock
 

Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income (Loss)
 
 
 
 
 
Noncontrolling
Interests in
Other
Partnerships
 


  Comprehensive Income (Loss)
 
 
 
Number
of Shares
 

Amount
 
Number of Shares
 
 
Amount
 
 
 
Accumulated
Deficit
 
Treasury
Stock
 
 
 
 
Total Equity
Balance at December 31, 2010
12,948

 
$
478,774

 
101,038

 
$
1,010

 
$
2,190,308

 
$
26,457

 
$
(2,054,625
)
 
$
(73,341
)
 
$
19,795

 
 
 
$
588,378

Issuance of common stock

 

 
27,600

 
276

 
158,200

 

 

 

 

 
 
 
158,476

Retirement of treasury stock

 

 
(4,156
)
 
(41
)
 

 

 
(73,300
)
 
73,341

 

 
 
 

Issuance of stock awards

 

 
95

 
1

 
554

 

 

 

 

 
 
 
555

Amortization of stock awards

 

 

 

 
3,475

 

 

 

 

 
 
 
3,475

Forfeiture of stock awards

 

 
(312
)
 
(3
)
 

 

 
(958
)
 

 

 
 
 
(961
)
Conversion of operating partnership units into common shares

 

 
16

 

 
97

 

 

 

 

 
 
 
97

Allocation to redeemable noncontrolling interests

 

 

 

 
685

 

 

 

 

 
 
 
685

Contribution from noncontrolling interests

 

 

 

 

 

 

 

 
6,967

 
 
 
6,967

Distribution to noncontrolling interests

 

 

 

 

 

 

 

 
(1,053
)
 
 
 
(1,053
)
Other

 

 

 

 
(68
)
 

 
(18
)
 

 

 
 
 
(86
)
Preferred dividends:
 
 
 
 
 
 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 
$1.95 per Series A preferred share

 

 

 

 

 

 
(25,117
)
 

 

 
 
 
(25,117
)
$2.00 per Series C depositary preferred share

 

 

 

 

 

 
(13,596
)
 

 

 
 
 
(13,596
)
Comprehensive loss:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange translation

 

 

 

 

 
(719
)
 

 

 

 
$
(719
)
 
 
Net loss

 

 

 

 

 

 
(129,854
)
 

 
(352
)
 
(130,206
)
 
 
Comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
(130,925
)
 
(130,925
)
Balance at December 31, 2011
12,948

 
$
478,774

 
124,281

 
$
1,243

 
$
2,353,251

 
$
25,738

 
$
(2,297,468
)
 
$

 
$
25,357

 
 
 
$
586,895



The accompanying notes are an integral part of these consolidated financial statements.

64


FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2011 , 2010 and 2009
(in thousands)
 
2011
 
2010
 
2009
Cash flows from operating activities:
 
 
 
 
 
Net loss
$
(130,895
)
 
$
(225,837
)
 
$
(109,091
)
   Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization
138,892

 
147,663

 
150,088

Gain on sale of hotels, net
(4,714
)
 

 
(1,633
)
Gain on involuntary conversion, net
(280
)
 

 

Amortization of deferred financing fees and debt discount
17,496

 
17,849

 
7,120

Amortization of unearned officers' and directors' compensation
7,170

 
7,445

 
5,165

Equity in (income) loss from unconsolidated entities
2,068

 
(16,916
)
 
4,814

Distributions of income from unconsolidated entities
2,261

 
2,190

 
2,789

Debt extinguishment
24,380

 
(59,464
)
 
1,721

Impairment loss
13,250

 
173,713

 
3,448

Changes in assets and liabilities:
 
 
 
 
 
Accounts receivable
(344
)
 
(746
)
 
5,369

Restricted cash—operations

 
3,986

 
345

Other assets
(6,101
)
 
(2,809
)
 
(1,520
)
Accrued expenses and other liabilities
(17,318
)
 
11,738

 
4,292

Net cash flow provided by operating activities
45,865

 
58,812


72,907

Cash flows from investing activities:
 
 
 
 
 
Acquisition of hotels
(137,985
)
 
(97,513
)
 

Improvements and additions to hotels
(89,042
)
 
(38,936
)
 
(75,949
)
Hotel development
(119,611
)
 

 

Additions to condominium project
(359
)
 
(274
)
 
(154
)
Proceeds from asset dispositions
132,774

 

 
25,038

Change in restricted cash – investing
(176
)
 
(4,143
)
 
(3,373
)
Insurance proceeds
391

 
492

 

Redemption of investment securities

 

 
1,719

Distributions from unconsolidated entities
1,588

 
46,084

 
6,200

Contributions to unconsolidated entities

 
(25,172
)
 
(444
)
Net cash flow used in investing activities
(212,420
)
 
(119,462
)


(46,963
)
Cash flows from financing activities:
 
 
 
 
 
Proceeds from borrowings
1,087,285

 
241,171

 
988,486

Repayment of borrowings
(1,135,822
)
 
(400,968
)
 
(772,375
)
Payment of deferred financing fees
(20,233
)
 
(7,848
)
 
(19,532
)
Change in restricted cash – financing

 
1,016

 

Acquisition of noncontrolling interest

 
(1,000
)
 

Distributions paid to noncontrolling interests
(1,053
)
 
(2,383
)
 
(1,606
)
Contribution from noncontrolling interests
6,967

 
1,394

 
534

Distributions paid to preferred stockholders
(38,713
)
 

 
(9,679
)
Net proceeds from common stock issuance
158,476

 
166,327

 

Proceeds from FelCor LP unit issuance
2,500

 

 

Net cash flow provided by (used in) financing activities
59,407

 
(2,291
)
 
185,828

Effect of exchange rate changes on cash
(66
)
 
382

 
1,572

Net change in cash and cash equivalents
(107,214
)
 
(62,559
)
 
213,344

Cash and cash equivalents at beginning of periods
200,972

 
263,531

 
50,187

Cash and cash equivalents at end of periods
$
93,758

 
$
200,972

 
$
263,531

 
 
 
 
 
 
Supplemental cash flow information — interest paid
$
119,732

 
$
127,793

 
$
85,587

The accompanying notes are an integral part of these consolidated financial statements.

65


FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS
December 31, 2011 and 2010
(in thousands)

 
2011
 
2010
Assets
 
 
 
Investment in hotels, net of accumulated depreciation of $987,895
   and $982,564 at December 31, 2011 and 2010, respectively
$
1,953,795

 
$
1,985,779

Hotel development
120,163

 

Investment in unconsolidated entities
70,002

 
75,920

Cash and cash equivalents
93,758

 
200,972

Restricted cash
84,240

 
16,702

Accounts receivable, net of allowance for doubtful accounts of $333
   and $696 at December 31, 2011 and 2010, respectively
27,135

 
27,851

Deferred expenses, net of accumulated amortization of $13,119
   and $17,892 at December 31, 2011 and 2010, respectively
29,772

 
19,940

Other assets
24,363

 
32,271

Total assets
$
2,403,228

 
$
2,359,435

Liabilities and Partners' Capital
 
 
 
Debt, net of discount of $32,069 and $53,193 at December 31, 2011
   and 2010, respectively
$
1,596,466

 
$
1,548,309

Distributions payable
76,293

 
76,293

Accrued expenses and other liabilities
140,548

 
144,451

Total liabilities
1,813,307

 
1,769,053

Commitments and contingencies

 

Redeemable units, 636 and 285 units issued and outstanding at
    December 31, 2011 and December 31, 2010, respectively
3,026

 
2,004

Capital:
 
 
 
Preferred units, $0.01 par value, 20,000 units authorized:
 
 
 
Series A Cumulative Convertible Preferred Units, 12,880 units issued
   and outstanding at December 31, 2011 and 2010
309,362

 
309,362

Series C Cumulative Redeemable Preferred Units, 68 units issued
   and outstanding at December 31, 2011 and 2010
169,412

 
169,412

Common units, 124,281 and 101,038 units issued at December 31, 2011
    and 2010, respectively
56,916

 
63,235

Accumulated other comprehensive income
25,848

 
26,574

Total FelCor LP partners' capital
561,538

 
568,583

Noncontrolling interests
25,357

 
19,795

Total partners' capital
586,895

 
588,378

Total liabilities and partners' capital
$
2,403,228

 
$
2,359,435



The accompanying notes are an integral part of these consolidated financial statements.

66


FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended December 31, 2011 , 2010 and 2009
(in thousands, except for per unit data)
 
2011
 
2010
 
2009
Revenues:
 
 
 
 
 
Hotel operating revenue
$
943,043

 
$
859,835

 
$
809,155

Other revenue
2,949

 
3,174

 
2,843

Total revenues
945,992

 
863,009

 
811,998

Expenses:
 
 
 
 
 
Hotel departmental expenses
345,707

 
311,785

 
290,558

Other property-related costs
265,794

 
244,060

 
229,278

Management and franchise fees
43,155

 
40,154

 
38,673

Taxes, insurance and lease expense
91,012

 
88,327

 
84,633

Corporate expenses
29,080

 
30,747

 
24,216

Depreciation and amortization
133,119

 
133,393

 
131,555

Impairment loss
7,003

 
106,421

 

Other expenses
4,017

 
3,280

 
4,007

Total operating expenses
918,887

 
958,167

 
802,920

Operating income (loss)
27,105

 
(95,158
)
 
9,078

Interest expense, net
(134,901
)
 
(139,493
)
 
(99,574
)
Debt extinguishment
(24,182
)
 
44,313

 
(1,721
)
Gain on involuntary conversion, net
280

 

 

Gain on sale of assets

 

 
723

Loss before equity in income (loss) from unconsolidated entities
(131,698
)
 
(190,338
)
 
(91,494
)
Equity in income (loss) from unconsolidated entities
(2,068
)
 
16,916

 
(4,814
)
Loss from continuing operations
(133,766
)
 
(173,422
)
 
(96,308
)
Discontinued operations
2,871

 
(52,415
)
 
(12,783
)
Net loss
(130,895
)
 
(225,837
)
 
(109,091
)
Net loss attributable to noncontrolling interests
352

 
1,915

 
297

Net loss attributable to FelCor LP
(130,543
)

(223,922
)

(108,794
)
Preferred distributions
(38,713
)
 
(38,713
)
 
(38,713
)
Net loss attributable to FelCor LP common unitholders
$
(169,256
)
 
$
(262,635
)
 
$
(147,507
)
Basic and diluted per common unit data:
 
 
 
 
 
Loss from continuing operations
$
(1.46
)
 
$
(2.61
)
 
$
(2.12
)
Net loss
$
(1.44
)
 
$
(3.25
)
 
$
(2.33
)
Basic and diluted weighted average common units
    outstanding
117,567

 
80,905

 
63,410


The accompanying notes are an integral part of these consolidated financial statements.

67


FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
For the Years Ended December 31, 2011 , 2010 and 2009
(in thousands)


 
2011
 
2010
 
2009
Net loss 
$
(130,895
)
 
$
(225,837
)
 
$
(109,091
)
Foreign currency translation adjustment
(726
)
 
2,937

 
8,219

Comprehensive loss 
(131,621
)
 
(222,900
)
 
(100,872
)
Comprehensive loss attributable to noncontrolling
   interests
352

 
1,915

 
297

Comprehensive loss attributable to FelCor LP
$
(131,269
)
 
$
(220,985
)
 
$
(100,575
)

































The accompanying notes are an integral part of these consolidated financial statements. 


68


FELCOR LODGING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL
For the Years Ended December 31, 2011 , 2010 and 2009
(in thousands)
 
 


Preferred
Units
 



Common Units
 
Accumulated
Other
Comprehensive
Income (Loss)
 


Noncontrolling
Interests
 


Comprehensive
Income (Loss)
 

Total
Partners’
Capital
Balance at December 31, 2008
 
$
478,774

 
$
300,913

 
$
15,418

 
$
23,784

 
 
 
$
818,889

FelCor restricted stock compensation
 

 
5,024

 

 

 
 
 
5,024

Contributions
 

 

 

 
534

 
 
 
534

Distributions
 

 
(38,713
)
 

 
(1,606
)
 
 
 
(40,319
)
Allocation to redeemable units
 

 
(517
)
 

 

 
 
 
(517
)
Other
 

 
(208
)
 

 
168

 
 
 
(40
)
Comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange translation
 


 


 
8,219

 


 
$
8,219

 
 
Net loss
 


 
(108,794
)
 


 
(297
)
 
(109,091
)
 
 
Comprehensive loss
 
 
 
 
 
 
 
 
 
$
(100,872
)
 
(100,872
)
Balance at December 31, 2009
 
478,774

 
157,705

 
23,637

 
22,583

 
 
 
682,699

Issuance of common units
 

 
166,327

 

 

 
 
 
166,327

FelCor restricted stock compensation
 

 
3,945

 

 

 
 
 
3,945

Contributions
 

 

 

 
1,394

 
 
 
1,394

Distributions
 

 
(38,713
)
 

 
(2,383
)
 
 
 
(41,096
)
Allocation to redeemable units
 

 
(942
)
 

 

 
 
 
(942
)
Other
 

 
(1,165
)
 

 
116

 
 
 
(1,049
)
Comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange translation
 
 
 
 
 
2,937

 
 
 
$
2,937

 
 
Net loss
 
 
 
(223,922
)
 
 
 
(1,915
)
 
(225,837
)
 
 
Comprehensive loss
 
 
 
 
 
 
 
 
 
$
(222,900
)
 
(222,900
)
Balance at December 31, 2010
 
$
478,774

 
$
63,235

 
$
26,574

 
$
19,795

 
 
 
$
588,378

Issuance of common units
 

 
158,476

 

 

 
 
 
158,476

FelCor restricted stock compensation
 

 
3,069

 

 

 
 
 
3,069

Contributions
 

 

 

 
6,967

 
 
 
6,967

Distributions
 

 
(38,713
)
 

 
(1,053
)
 
 
 
(39,766
)
Allocation to redeemable units
 

 
1,478

 

 

 
 
 
1,478

Other
 

 
(86
)
 

 

 
 
 
(86
)
Comprehensive income (loss):
 
 
 
 
 
 
 
 
 
 
 

Foreign exchange translation
 
 
 
 
 
(726
)
 
 
 
$
(726
)
 
 
Net loss
 
 
 
(130,543
)
 
 
 
(352
)
 
(130,895
)
 
 
Comprehensive loss
 
 
 
 
 
 
 
 
 
$
(131,621
)
 
(131,621
)
Balance at December 31, 2011
 
$
478,774

 
$
56,916

 
$
25,848

 
$
25,357

 
 
 
$
586,895

The accompanying notes are an integral part of these consolidated financial statements.

69


FELCOR LODGING LIMITED PARTNERSHIP
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 2011 , 2010 and 2009
(in thousands)
 
2011
 
2010
 
2009
Cash flows from operating activities:
 
 
 
 
 
Net loss
$
(130,895
)
 
$
(225,837
)
 
(109,091
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
 
Depreciation and amortization
138,892

 
147,663

 
150,088

Gain on sale of hotels, net
(4,714
)
 

 
(1,633
)
Gain on involuntary conversion, net
(280
)
 

 

Amortization of deferred financing fees and debt discount
17,496

 
17,849

 
7,120

Amortization of unearned officers’ and directors’ compensation
7,170

 
7,445

 
5,165

Equity in (income) loss from unconsolidated entities
2,068

 
(16,916
)
 
4,814

Distributions of income from unconsolidated entities
2,261

 
2,190

 
2,789

Debt extinguishment
24,380

 
(59,464
)
 
1,721

Impairment loss
13,250

 
173,713

 
3,448

Changes in assets and liabilities:
 
 
 
 
 
 Accounts receivable
(344
)
 
(746
)
 
5,369

 Restricted cash – operations

 
3,986

 
345

 Other assets
(6,101
)
 
(2,809
)
 
(1,520
)
 Accrued expenses and other liabilities
(17,318
)
 
11,738

 
4,292

Net cash flow provided by operating activities
45,865

 
58,812

 
72,907

 Cash flows from investing activities:
 
 
 
 
 
Acquisition of hotels
(137,985
)
 
(97,513
)
 

Improvements and additions to hotels
(89,042
)
 
(38,936
)
 
(75,949
)
Hotel development
(119,611
)
 

 

Additions to condominium project
(359
)
 
(274
)
 
(154
)
Proceeds from asset dispositions
132,774

 

 
25,038

Change in restricted cash – investing
(176
)
 
(4,143
)
 
(3,373
)
Insurance proceeds
391

 
492

 

Redemption of investment securities

 

 
1,719

Distributions from unconsolidated entities
1,588

 
46,084

 
6,200

Contributions to unconsolidated entities

 
(25,172
)
 
(444
)
Net cash flow used in investing activities
(212,420
)
 
(119,462
)
 
(46,963
)
 Cash flows from financing activities:
 
 
 
 
 
Proceeds from borrowings
1,087,285

 
241,171

 
988,486

Repayment of borrowings
(1,135,822
)
 
(400,968
)
 
(772,375
)
Payment of deferred financing fees
(20,233
)
 
(7,848
)
 
(19,532
)
Change in restricted cash – financing

 
1,016

 

Acquisition of noncontrolling interest

 
(1,000
)
 

Distributions paid to noncontrolling interests
(1,053
)
 
(2,383
)
 
(1,606
)
Contributions from noncontrolling interests
6,967

 
1,394

 
534

Distributions paid to preferred unitholders
(38,713
)
 

 
(9,679
)
Net proceeds from common unit issuance
158,476

 
166,327

 

Proceeds from redeemable unit issuance
2,500

 

 

Net cash flow provided by (used in) financing activities
59,407

 
(2,291
)
 
185,828

 Effect of exchange rate changes on cash
(66
)
 
382

 
1,572

 Net change in cash and cash equivalents
(107,214
)
 
(62,559
)
 
213,344

 Cash and cash equivalents at beginning of periods
200,972

 
263,531

 
50,187

 Cash and cash equivalents at end of periods
$
93,758

 
$
200,972

 
$
263,531

 
 
 
 
 
 
 Supplemental cash flow information – interest paid
$
119,732

 
$
127,793

 
$
85,587

The accompanying notes are an integral part of these consolidated financial statements.

70


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.
Organization

FelCor Lodging Trust Incorporated (NYSE:FCH), or FelCor, is a Maryland corporation operating as a real estate investment trust, or REIT.  We are the sole general partner of, and the owner of a greater than 99% partnership interest in, FelCor Lodging Limited Partnership, or FelCor LP, through which we held ownership interests in 76  hotels in continuing operations with approximately 22,000 rooms at December 31, 2011 . At December 31, 2011 , we had an aggregate of 124,917,010 shares and units outstanding, consisting of 124,280,585 shares of FelCor common stock and 636,425 units of FelCor LP units not owned by FelCor.

Of the 76 hotels in which we had an ownership interest at December 31, 2011 , we owned a 100% interest in 58 hotels, a 90% interest in entities owning three hotels, an 82% interest in an entity owning one hotel, a 60% interest in an entity owning one hotel and 50% interests in entities owning 13 hotels.  We consolidate our real estate interests in the 63 hotels in which we held majority interests, and we record the real estate interests of the 13 hotels in which we held 50% interests using the equity method. We leased 75 of our 76 hotels to our taxable REIT subsidiaries, of which we own a controlling interest. One 50% owned hotel was operated without a lease.  Because we own controlling interests in these lessees, we consolidate our interests in these 75 hotels (which we refer to as our Consolidated Hotels) and reflect those hotels’ operating revenues and expenses on our statements of operations.  Of our Consolidated Hotels, we owned 50% of the real estate interests in 12 hotels (we accounted for the ownership in our real estate interests of these hotels by the equity method) and majority real estate interests in the remaining 63 hotels (we consolidate our real estate interest in these hotels).

The following table illustrates the distribution of our 75  Consolidated Hotels at December 31, 2011 :

Brand
 
Hotels
 
Rooms
Embassy Suites Hotels  
40

 
 
10,474

 
Holiday Inn
14

 
 
4,784

 
Sheraton and Westin  
7

 
 
2,478

 
Doubletree   and Hilton
8

 
 
1,856

 
Marriott and Renaissance
3

 
 
1,321

 
Fairmont
1

 
 
383

 
Independent (Morgans/Royalton)
2

 
 
282

 
Total
75

 
 
21,578

 

At December 31, 2011 , our Consolidated Hotels were located in the United States ( 74 hotels in 22 states) and Canada (one hotel in Ontario), with concentrations in California (15 hotels), Florida (11 hotels) and Texas (8 hotels).  In 2011 , approximately 49% of our revenue was generated from hotels in these three states.

At December 31, 2011 , of our 75  Consolidated Hotels (i) subsidiaries of Hilton Hotels Corporation, or Hilton, managed 47 hotels, (ii) subsidiaries of InterContinental Hotels Group, or IHG, managed 14 hotels, (iii) subsidiaries of Starwood Hotels & Resorts Worldwide Inc., or Starwood, managed seven hotels, (iv) subsidiaries of Marriott International Inc., or Marriott, managed three hotels, (v) a subsidiary of Fairmont Hotels & Resorts, or Fairmont, managed one hotel, (vi) a subsidiary of Morgans Hotel Group Corporation managed two hotels, and (vii) an independent management company managed one hotel.

71


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.
Organization – (continued)

Our hotels managed by Marriott are accounted for on a fiscal year comprised of 52 or 53 weeks ending on the Friday closest to December 31 .  Their 2011 , 2010 and 2009 fiscal years ended on December 30, 2011, December 31, 2010, and January 1, 2010, respectively.

2.
Summary of Significant Accounting Policies

Principles of Consolidation — Our consolidated financial statements include the assets, liabilities, revenues and expenses of all majority-owned subsidiaries.  Intercompany transactions and balances are eliminated in consolidation.  Investments in unconsolidated entities (consisting entirely of 50% owned ventures) are accounted for by the equity method.  None of our less than wholly owned subsidiaries are considered variable interest entities.  We follow the voting interest model and consolidate entities in which we have greater than 50% ownership interest and report entities in which we have 50% or less ownership interest under the equity method.
Use of Estimates — The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America, requires that management make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.  Actual results could differ from those estimates.
Investment in Hotels — Our hotels are stated at cost and are depreciated using the straight-line method over estimated useful lives of 40 years for buildings, 15 to 30 years for improvements and three to ten years for furniture, fixtures, and equipment.
On January 1, 2011, we reclassified certain inventory (such as, china, glass, silver, and linen) aggregating $10.3 million to investment in hotels from other assets. We believe this classification to be preferable to its prior classification because we receive long-term benefits (approximately three years) from these inventories, similar to other long-term physical assets, which are classified as investment in hotels. This change was considered a change in accounting estimate inseparable from a change in accounting policy and resulted in changes to our depreciation expense prospectively. As a result, existing inventories will be amortized over a three-year period. Prospectively, significant additions in conjunction with major renovations, expansions or changes in brands or brand standards for these inventories will be capitalized at acquisition, and depreciated over a three year estimated useful life. Minor replacement or replenishment of inventory will be expensed when purchased.
We periodically review the carrying value of each of our hotels to determine if circumstances exist indicating an impairment in the carrying value of the investment in the hotel or modification of depreciation periods.  If facts or circumstances support the possibility of impairment of a hotel, we prepare a projection of the undiscounted future cash flows, without interest charges, over the shorter of the hotel’s estimated useful life or the expected hold period, and determine if the investment in such hotel is recoverable based on the undiscounted future cash flows.  If impairment is indicated, we make an adjustment to reduce the carrying value of the hotel to its then fair value.  We use recent operating results and current market information to arrive at our estimates of fair value.
Maintenance and repairs are expensed, and major renewals and improvements are capitalized.  Upon the sale or disposition of a fixed asset, the asset and related accumulated depreciation are removed from our accounts and the related gain or loss is included in operations.


72


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.
Summary of Significant Accounting Policies — (continued)

Acquisition of Hotels — Investments in hotels are based on purchase price and allocated to land, property and equipment, identifiable intangible assets and assumed debt and other liabilities at fair value. Any remaining unallocated purchase price, if any, is treated as goodwill.  Property and equipment are recorded at fair value based on current replacement cost for similar capacity and allocated to buildings, improvements, furniture, fixtures and equipment using appraisals and valuations prepared by management and/or independent third parties.  Identifiable intangible assets (typically contracts including ground and retail leases and management and franchise agreements) are recorded at fair value, although no value is generally allocated to contracts which are at market terms.  Above-market and below-market contract values are based on the present value of the difference between contractual amounts to be paid pursuant to the contracts acquired and our estimate of the fair value of contract rates for corresponding contracts measured over the period equal to the remaining non-cancelable term of the contract.  Intangible assets are amortized using the straight-line method over the remaining non-cancelable term of the related agreements.  In making estimates of fair values for purposes of allocating purchase price, we may utilize a number of sources such as those obtained in connection with the acquisition or financing of a property and other market data, including third-party appraisals and valuations.

Investment in Unconsolidated Entities — We own a 50% interest in various real estate ventures in which the partners or members jointly make all material decisions concerning the business affairs and operations. Because we do not control these entities, we carry our investment in unconsolidated entities at cost, plus our equity in net earnings or losses, less distributions received since the date of acquisition and any adjustment for impairment.  Our equity in net earnings or losses is adjusted for the straight-line depreciation, over the lower of 40 years or the remaining life of the venture, of the difference between our cost and our proportionate share of the underlying net assets at the date of acquisition.  We periodically review our investment in unconsolidated entities for other-than-temporary declines in fair value.  Any decline that is not expected to be recovered in the next 12 months is considered other-than-temporary and an impairment is recorded as a reduction in the carrying value of the investment.  Estimated fair values are based on our projections of cash flows, market capitalization rates and sales prices of comparable assets.

We track inception-to-date contributions, distributions and earnings for each of our unconsolidated investments.  We determine the character of cash distributions from our unconsolidated investments for purposes of our consolidated statements of cash flows as follows:

Cash distributions up to the aggregate historical earnings of the unconsolidated entity are recorded as an operating activity ( i.e., a distribution of earnings); and
Cash distributions in excess of aggregate historical earnings are recorded as an investing activity ( i.e., a distribution of contributed capital).

Hotels Held for Sale — We consider each individual hotel to be an identifiable component of our business.  We do not consider hotels held for sale until it is probable that the sale will be completed within one year.  We had no hotels held for sale at December 31, 2011 or 2010 .

We consider a sale to be probable within the next twelve months (for purposes of determining whether a hotel is held for sale) in the period the buyer completes its due diligence review of the asset, we have an executed contract for sale, and we have received a substantial non-refundable deposit.  We test hotels held for sale for impairment each reporting period and record them at the lower of their carrying amounts or fair value less costs to sell.  Once we designate a hotel as held for sale it is not depreciated.  


73


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.
Summary of Significant Accounting Policies — (continued)

Cash and Cash Equivalents — All highly liquid investments with a maturity of three months or less when purchased are considered to be cash equivalents.

We place cash deposits at major banks.  Our bank account balances may exceed the Federal Depository Insurance Limits; however, management believes the credit risk related to these deposits is minimal.

Restricted Cash —Restricted cash includes reserves for capital expenditures, real estate taxes, and insurance, as well as cash collateral deposits for mortgage debt agreement provisions.

Deferred Expenses — Deferred expenses, consisting primarily of loan costs, are recorded at cost.  Amortization is computed using a method that approximates the effective interest method over the maturity of the related debt.

Other Assets — Other assets consist primarily of hotel operating inventories, prepaid expenses and deposits.

Revenue Recognition — Nearly 100% of our revenue is comprised of hotel operating revenues, such as room revenue, food and beverage revenue, and revenue from other hotel operating departments (such as telephone, parking and business centers).  These revenues are recorded net of any sales or occupancy taxes collected from our guests as earned.  All rebates or discounts are recorded, when allowed, as a reduction in revenue, and there are no material contingent obligations with respect to rebates or discounts offered by us.  All revenues are recorded on an accrual basis, as earned.  Appropriate allowances are made for doubtful accounts and are recorded as a bad debt expense.  The remainder of our revenue is from condominium management fee income and other sources.

We do not have any time-share arrangements and do not sponsor any frequent guest programs for which we would have any contingent liability.  We participate in frequent guest programs sponsored by the brand owners of our hotels, and we expense the charges associated with those programs (typically consisting of a percentage of the total guest charges incurred by a participating guest) as incurred.  When a guest redeems accumulated frequent guest points at one of our hotels, the hotel bills the sponsor for the services provided in redemption of such points and records revenue in the amount of the charges billed to the sponsor.  We have no loss contingencies or ongoing obligation associated with frequent guest programs beyond what is paid to the brand owner following a guest’s stay.

Foreign Currency Translation — Results of operations for our Canadian hotels are maintained in Canadian dollars and translated using the weighted average exchange rates during the period.  Assets and liabilities are translated to U.S. dollars using the exchange rate in effect at the balance sheet date.  Resulting translation adjustments are reflected in accumulated other comprehensive income and were $25.7 million and $26.5 million as of December 31, 2011 and 2010 , respectively.

Capitalized Costs — We capitalize interest and certain other costs, such as property taxes, land leases, property insurance and employee costs relating to hotels undergoing major renovations and redevelopments.  We cease capitalizing these costs to projects when construction is substantially complete.  Such costs capitalized in 2011 , 2010 and 2009 , were $7.4 million, $5.8 million and $5.9 million, respectively.


74


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.
Summary of Significant Accounting Policies — (continued)

Net Income (Loss) per Common Share/Unit — We treat unvested share (unit)-based payment awards containing non-forfeitable rights to dividends (distributions) or dividend equivalents (whether paid or unpaid) as participating securities for computation of earnings per share (unit) (pursuant to the two-class method, in accordance with the Accounting Standards Codification, or ASC, 260-10-45-59A through 45-70).

We compute basic earnings per share (unit) by dividing net income (loss) attributable to common stockholders (or unitholders) less dividends (distributions) declared on FelCor's unvested restricted stock (adjusted for forfeiture assumptions) by the weighted average number of common shares (unit) outstanding. We compute diluted earnings per share (unit) by dividing net income (loss) attributable to common stockholders less dividends (distributions) declared on FelCor's unvested restricted stock (adjusted for forfeiture assumptions) by the weighted average number of common shares (units) and equivalents outstanding. Common stock (unit) equivalents represent shares issuable upon exercise of stock options.

For all years presented, our Series A cumulative preferred stock (units), or Series A preferred stock (units), if converted to common shares (units), would be antidilutive; accordingly, we do not assume conversion of the Series A preferred stock (units) in the computation of diluted earnings per share (unit).

FelCor's Stock Compensation — We apply a fair-value-based measurement method in accounting for share-based payment transactions with employees.

Derivatives — We recognize derivatives as either assets or liabilities on the balance sheet and measure those instruments at fair value.  Additionally, the fair value adjustments will affect either equity or net income, depending on whether the derivative instrument qualifies as a hedge for accounting purposes and the nature of the hedging activity.

Segment Information — We have determined that our business is conducted in one reportable segment.

Distributions and Dividends — In January 2011, FelCor reinstated its current quarterly preferred dividends and paid current quarterly preferred dividends for each quarter in 2011. We cannot pay any common dividends unless and until all accrued and current preferred dividends are paid. Funds used by FelCor to pay common or preferred dividends are provided through distributions from FelCor LP. At December 31, 2011, we had unpaid accrued preferred dividends (or distributions) aggregating $76.3 million (including $8.5 million pertaining to the current quarter). FelCor's Board of Directors will determine the amount of future dividends (including the accrued but unpaid accrued preferred dividends) based upon various factors including operating results, economic conditions, other operating trends, our financial condition and capital requirements, as well as minimum REIT distribution requirements.

Reacquired Stock — Effective January 1, 2011, we changed the accounting presentation for FelCor's reacquired capital stock to be consistent with Maryland law (Maryland is FelCor's domicile), which does not contemplate treasury stock. FelCor removed previously reacquired capital stock, shown as treasury stock, from its balance sheet and recorded the related amounts as a reduction of common stock (at $0.01 par value per share) and an increase in accumulated deficit. Prior to 2011, FelCor's accounting records included treasury stock. This change in accounting policy was recorded for book purposes as a retirement of treasury stock. Any capital stock reacquired in the future for any purpose will be recorded as a reduction of common stock (at $0.01 par value per share) and an increase in accumulated deficit.



75


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2.    Summary of Significant Accounting Policies — (continued)

Noncontrolling Interests — Noncontrolling interests in other partnerships represent the proportionate share of the equity in other partnerships not owned by us.  Noncontrolling interests in FelCor LP represents FelCor LP units not owned by FelCor.  We allocate income and loss to noncontrolling interests in FelCor LP and other partnerships based on the weighted average percentage ownership throughout the year. FelCor characterizes minority interest in FelCor LP as noncontrolling interests, but because of the redemption feature of these units, FelCor includes in the mezzanine section (between liabilities and equity) on its consolidated balance sheets.  These units are redeemable at the option of the holders for a like number of shares of FelCor's common stock or, at our option, the cash equivalent thereof. We adjust redeemable noncontrolling interests in FelCor LP (or redeemable units) each period to reflect the greater of its carrying value based on the accumulation of historical cost or its redemption value.

Income Taxes — FelCor has elected to be treated as a REIT under Sections 856 to 860 of the Internal Revenue Code and, as such, is not subject to federal income tax, provided that it distributes all of its taxable income annually to its stockholders and complies with certain other requirements. FelCor LP is treated as a partnership for federal income tax purposes and, as such, is not subject to federal income taxes. However, both FelCor and FelCor LP may be subject to state, local and foreign income and franchise taxes in certain jurisdictions. We generally lease our hotels to wholly-owned taxable REIT subsidiaries, or TRSs, that are subject to federal, state and foreign income taxes.  Through these lessees we record room revenue, food and beverage revenue and other revenue related to the operations of our hotels.  We account for income taxes using the asset and liability method under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  A valuation allowance is recorded for net deferred tax assets that are not expected to be realized.

We determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position.  Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured to determine the amount of benefit to recognize in the financial statements.  We apply this policy to all tax positions related to income taxes.

3.
Investment in Hotels
Investment in hotels consisted of the following (in thousands):
 
 
December 31,
 
 
2011
 
2010
Building and improvements
 
$
2,104,522

 
$
2,179,926

Furniture, fixtures and equipment
 
516,690

 
525,448

Land
 
273,000

 
249,647

Construction in progress
 
47,478

 
13,322

 
 
2,941,690

 
2,968,343

Accumulated depreciation
 
(987,895
)
 
(982,564
)
 
 
$
1,953,795

 
$
1,985,779

In 2011 , we wrote off fully depreciated furniture, fixtures and equipment aggregating approximately $29.4 million.
We invested $89.0 million and $38.9 million in additions and improvements to our consolidated hotels during the years ended December 31, 2011 and 2010 , respectively.

76


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.
Hotel Acquisitions

Royalton/Morgans

In May 2011, we acquired two midtown Manhattan hotels, Royalton and Morgans, with a total of 282 guest rooms. The fair values of the assets acquired and liabilities assumed at the date of acquisition were consistent with the purchase price and were allocated based on third-party appraisals. We expensed acquisition costs (such as, broker, legal and accounting fees) of $1.3 million that are not included in the fair value estimates of the net assets acquired. The following table summarizes the fair values of assets acquired and liabilities assumed in our acquisition (in thousands):

Assets
 
Investment in hotels (a)
$
136,035

Restricted cash
2,500

Accounts receivable
635

Other assets
322

Total assets acquired
139,492

 
 
Liabilities
 
Accrued expenses and other liabilities
1,507

Net assets acquired
$
137,985


(a)    Investment in hotels was allocated to land ($48.7 million), building and improvements ($78.3 million) and furniture, fixtures and equipment ($9.0 million).

The following consolidated unaudited pro forma results of operations for the years ended December 31, 2011 , and 2010 assume these hotels were acquired on January 1, 2010. The pro forma information includes revenues, operating expenses, depreciation and amortization. The unaudited pro forma consolidated results of operations are not necessarily indicative of the results of operations if the acquisition had been completed on the assumed date. The consolidated unaudited pro forma results of operations are as follows (in thousands, except per share/unit data):

 
 
Year Ended December 31,
 
 
(unaudited)
 
 
2011
 
2010
Total revenues
 
$
957,338

 
$
895,149

Net loss
 
$
(132,087
)
 
$
(225,876
)
Earnings per share/unit - basic and diluted
 
$
(1.45
)
 
$
(3.25
)

For the year ended December 31, 2011 , our consolidated statements of operations included $ 20.4 million of revenues and $1.9 million of net income related to the operations of these hotels.



77


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4.
Hotel Acquisitions — (continued)

Fairmont Copley Plaza

In August 2010, we acquired the 383-room Fairmont Copley Plaza in Boston, Massachusetts. The fair values of the assets acquired and liabilities assumed at the date of acquisition were consistent with the purchase price and were allocated based on appraisals and valuation studies performed by management. We expensed acquisition costs of $400,000 that are not included in the fair value estimates of the net assets acquired. The following table summarizes the fair values of assets acquired and liabilities assumed in our acquisition (in thousands):
Assets
 
Investment in hotels (a)
$
98,500

Accounts receivable
1,349

Other assets
898

Total assets acquired
100,747

 
 
Liabilities
 
Accrued expenses and other liabilities
3,234

Net assets acquired
$
97,513


(a)    Investment in hotels was allocated to land ($27.6 million), building and improvements ($62.5 million) and furniture, fixtures and equipment ($8.4 million).

The following consolidated unaudited pro forma results of operations for the years ended December 31, 2010 and 2009 assume this acquisition had occurred on January 1, 2009. The pro forma information includes revenues, operating expenses, depreciation and amortization. The unaudited pro forma results of operations are not necessarily indicative of the results of operations if the acquisition had been completed on the assumed date. The consolidated unaudited pro forma results of operations are as follows (in thousands, except per share/unit data):
 
 
Year Ended December 31,
(unaudited)
 
 
2010
 
2009
Total revenues
 
$
886,118

 
$
851,264

Net loss
 
$
(227,360
)
 
$
(107,490
)
Earnings per share/unit - basic and diluted
 
$
(3.27
)
 
$
(2.30
)

For the year ended December 31, 2010 , our consolidated statements of operations include $16.8 million of revenues and $2.5 million of net income related to the operations of this hotel.

5.    Hotel Development

In December 2011, we acquired a 95% interest in a consolidated joint venture, which acquired the Knickerbocker Hotel in midtown Manhattan, New York, for $115 million. This is a non-operating property that we plan to develop into a hotel with 330 rooms that will open late 2013. In addition to the purchase price, the December 31, 2011 book value includes all capitalized acquisition and development costs incurred through the end of 2011.

78


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.
Impairment Charges

Our hotels are comprised of operations and cash flows that can clearly be distinguished, operationally and for financial reporting purposes, from the remainder of our operations.  Accordingly, we consider our hotels to be components for purposes of determining impairment charges and reporting discontinued operations.

We test for impairment whenever changes in circumstances indicate a hotel's carrying value may not be recoverable.  We conduct the test using undiscounted cash flows for the shorter of the hotel's estimated hold period or its remaining useful life.  When testing for recoverability of hotels held for investment, we use projected cash flows over its expected hold period.  Those hotels held for investment that fail the impairment test are written down to their then current estimated fair value, before any selling expense, and we continue to depreciate the hotel over its remaining useful live.

As part of our long-term strategic plan to enhance stockholder value and achieve or exceed targeted returns on invested capital, we sell and acquire hotels to improve our overall portfolio quality, enhance diversification and improve growth rates. In that regard, we regularly review each hotel in our portfolio in terms of projected performances, future capital expenditure requirements and market dynamics and concentration risk.  Based on this analysis, we developed a plan to sell our interests in 38 hotels (30 of which we consolidate the real estate interest and eight of which are owned by unconsolidated joint ventures) that no longer meet our investment criteria. As a consequence, we shortened our estimated hold periods for these hotels, and we tested the consolidated hotels for impairment when they were approved to be marketed for sale. We designated 35 of these 38 hotels as non-strategic in 2010, and early 2011. As result, we recorded 2010 impairment charges of $152.6 million related to 16 of our consolidated non-strategic hotels ($106.4 million related to 11 hotels in continuing operations and $46.2 million related to five hotels included in discontinued operations). In 2011, we designated three additional hotels as non-strategic, which did not result in any impairment charges. When the eight hotels owned by joint ventures are designated by those ventures as non-strategic, the joint ventures will test for impairment based on the reduced estimated hold periods.

For our 2010 impairment charges, we estimated each hotel's fair value by using estimated future cash flows, terminal values based on the projected cash flows and capitalization rates in the range of what is reported in industry publications for operationally similar assets and other available market information. We discounted the cash flows used for determining the fair values using market-based discounts generally used for operationally and geographically similar assets. The inputs used to determine the fair values of these hotels are classified as Level 3 under the authoritative guidance for fair value measurements.

In 2011, we recorded impairment charges of $13.2 million related to consolidated non-strategic hotels ($7.0 million related to two hotels included in continuing operations and $6.2 million related to three hotels included in discontinued operations). The impairment charge related to these hotels was based on revised estimated fair market values obtained through the marketing process or purchaser's contract price less estimated selling costs (for hotels held for sale), which were lower than our net book values. The inputs used to determine the fair values of these hotels are classified as Level 2 under authoritative guidance for fair value measurements.

In 2011, we sold eight consolidated non-strategic hotels.

Two of our loans (totaling $32 million) matured in May 2010. The cash flows for the hotels that secured these loans did not cover debt service, and we stopped funding the shortfalls in December 2009. We were unable to negotiate an acceptable debt modification or reduction that favored our stockholders, and we recorded a $21.1 million impairment charge (recorded in discontinued operations). We transferred these hotels to the lenders in full satisfaction of the related debt, and recorded a $15.2 million gain on extinguishment of debt in 2010.

79


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6.
Impairment Charges— (continued)

In 2009, we recorded a $3.4 million impairment charge (included in discontinued operations) on two sale candidates because they failed updated impairment tests.  The valuations used in the 2009 impairment charges were based on third-party offers to purchase (a Level 2 input) at a price less than our previously estimated fair value.  These two hotels were sold in December 2009 for gross proceeds of $26 million.

We may record additional impairment charges if operating results of individual hotels are materially different from our forecasts, the economy and lodging industry weakens, or we shorten our contemplated holding period for additional hotels.

7.    Discontinued Operations

Discontinued operations include results of operations for eight hotels sold in 2011, three hotels disposed in 2010 and two hotels sold in 2009.  

Results of operations for the hotels included in discontinued operations are as follows:
 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
Hotel operating revenue
 
$
42,148

 
$
98,008

 
$
116,888

Operating expenses (a)  
 
(42,975
)
 
(160,978
)
 
(124,517
)
Operating loss from discontinued operations
 
(827
)
 
(62,970
)
 
(7,629
)
Interest expense, net
 
(817
)
 
(4,596
)
 
(6,064
)
Debt extinguishment
 
(199
)
 
15,151

 

Gain on sale, net of tax
 
4,714

 

 
910

Income (loss) from discontinued operations
 
$
2,871

 
$
(52,415
)
 
$
(12,783
)

(a)
Includes impairment charges of $6.2 million, $67.3 million and $3.4 million for the years ended December 31, 2011, 2010 and 2009, respectively.

In 2009 , we recorded a $1.8 million adjustment to gains on sale resulting from a change in the federal tax law that allowed for the recovery of previously paid alternative minimum taxes on gains from hotel sales in 2006 and 2007.  This adjustment was offset by net losses of $911,000 (primarily related to selling costs) recorded on the sale of two hotels.


80


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.
Investment in Unconsolidated Entities

We owned 50% interests in joint ventures that owned 13 hotels at December 31, 2011 and December 31, 2010 .  We also owned a 50% interest in entities that own real estate in Myrtle Beach, South Carolina, and provide condominium management services.  We account for our investments in these unconsolidated entities under the equity method.  We do not have any majority-owned subsidiaries that are not consolidated in our financial statements.  We make adjustments to our equity in income from unconsolidated entities related to the difference between our basis in investment in unconsolidated entities compared to the historical basis of the assets recorded by the joint ventures.
The following table summarizes combined financial information for our unconsolidated entities (in thousands):
 
December 31,
 
2011
 
2010
 Balance sheet information:
 
 
 
      Investment in hotels, net of accumulated depreciation
$
173,310

 
$
192,584

      Total assets
$
199,063

 
$
209,742

      Debt
$
150,388

 
$
154,590

      Total liabilities
$
156,607

 
$
159,170

      Equity
$
42,456

 
$
50,572

Our unconsolidated entities’ debt at December 31, 2011 , consisted entirely of non-recourse mortgage debt.
In April 2010, we contributed $23 million to an unconsolidated joint venture that owned the Sheraton Premier at Tysons Corner.  That contribution, along with a $23 million contribution from our joint venture partner, was used to repay the joint venture's maturing $46 million mortgage. In December 2010, we sold our interest in this joint venture and recorded a $20.5 million gain.
The following table sets forth summarized combined statement of operations information for our unconsolidated entities and a reconciliation of the net loss attributable to FelCor and our equity in income (loss) from unconsolidated entities (in thousands):
 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
Total revenues
 
$
62,782

 
 
$
64,500

 
 
$
66,261

 
Net loss
 
$
(416
)
 
 
$
(5,302
)
 
 
$
(4,988
)
(a)  
 
 
 
 
 
 
 
 
 
 
Net loss attributable to FelCor
 
$
(208
)
 
 
$
(2,327
)
 
 
$
(2,494
)
 
Impairment loss
 

 
 

 
 
(476
)
(b)  
Gain on joint venture dispositions
 

 
 
21,103

(c)  
 

 
Depreciation of cost in excess of book value
 
(1,860
)
 
 
(1,860
)
 
 
(1,844
)
 
Equity in income (loss) from unconsolidated entities
 
$
(2,068
)
 
 
$
16,916

 
 
$
(4,814
)
 
(a)
Net loss included impairment charges of $3.2 million for 2009.  These impairments were based on sales contracts (a Level 2 input) for a hotel owned by one of our joint ventures.
(b)
As a result of an impairment charge recorded by one of our joint ventures, the net book value of the joint venture’s assets no longer supported the recovery of our investment.  Therefore, we recorded an additional impairment charge to reduce our investment in this joint venture to zero.  
(c)
Includes a $20.5 million gain from the sale of our interest in an unconsolidated joint venture and $559,000 in net proceeds in the final liquidation of a joint venture.

81


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8.
Investment in Unconsolidated Entities — (continued)

The following table summarizes the components of our investment in unconsolidated entities (in thousands):
 
December 31,
 
2011
 
2010
Hotel-related investments
$
12,400

 
$
15,736

Cost in excess of joint venture book value
48,774

 
50,634

Land and condominium investments
8,828

 
9,550

 
$
70,002

 
$
75,920


The following table summarizes the components of our equity in income (loss) from unconsolidated entities (in thousands):
 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
Hotel investments
 
$
(1,348
)
 
$
17,509

 
$
(4,291
)
Other investments
 
(720
)
 
(593
)
 
(523
)
Equity in income (loss) from unconsolidated entities
 
$
(2,068
)
 
$
16,916

 
$
(4,814
)


82


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.
Debt

Consolidated debt consisted of the following (in thousands):
 

Encumbered
Hotels
 

Interest Rate
(%)
 
 
 
December 31,
 
 
 
Maturity Date
 
2011
 
2010
Line of credit (a)
 
11

 
 
L + 4.50

 
 
August 2014 (b)
 
$

 
$

Hotel mortgage debt
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage debt
 
8

 
 
L + 5.10

(c)  
 
April 2015
 
202,982

 
212,000

Mortgage debt
 
9

 
 
L + 2.20

 
 
May 2013 (d)
 
156,398

 
250,000

Mortgage debt
 
7

 
 
9.02

   
 
April 2014
 
109,044

 
113,220

Mortgage debt
 
5

(e)  
 
6.66

 
 
June - August 2014
 
67,375

 
69,206

Mortgage debt
 
1

 
 
5.81

   
 
July 2016
 
10,876

 
11,321

Senior notes
 
 
 
 
 
 
 
 
 


 


Senior secured notes
 
6

 
 
6.75

 
 
June 2019
 
525,000

 

Senior secured notes (f)
 
11

 
 
10.00

 
 
October 2014
 
459,931

 
582,821

Other (g)
 

 
 
L + 1.50

 
 
December 2012
 
64,860

 

Retired debt
 

 
 

 
 
 

 
309,741

Total
 
58

 
 
 
   
 
 
 
$
1,596,466

 
$
1,548,309


(a)
We currently have full availability under our $225   million line of credit.
(b)
The line of credit can be extended for one year (to 2015), subject to satisfying certain conditions.
(c)
LIBOR (for this loan) is subject to a 3% floor.  We purchased an interest rate cap ($212   million notional amount) that caps LIBOR at 5.0% and expires May 2012.
(d)
This loan can be extended for six months, subject to satisfying certain conditions.
(e)
The hotels securing this debt are subject to separate loan agreements and are not cross-collateralized.
(f)
These notes have $492 million in aggregate principal outstanding ($144   million in aggregate principal amount was redeemed in June 2011) and were initially sold at a discount that provided an effective yield of 12.875% before transaction costs.
(g)
This loan is related to our Knickerbocker development project and is fully secured by restricted cash and a mortgage. Because we were able to assume an existing loan when we purchased this hotel, we were not required to pay any local mortgage recording tax. When that loan is transferred to a new lender and made part of our construction loan, we expect to only pay such tax to the extent of the incremental principal amount of the construction loan.

In March 2011, we established a $225 million secured line of credit with a group of seven banks. At the same time, we repaid a $198.3 million secured loan and a $28.8 million secured loan with a combination of $52.1 million of cash on hand and funds drawn under our new line of credit (all of which has subsequently been repaid). The repaid loans would have matured in 2013 and 2012 (including extensions), respectively, and were secured by mortgages on 11 hotels. Those same hotels secure repayment of amounts outstanding under the line of credit. The credit facility bears interest at LIBOR, plus 4.5%, with no LIBOR floor.

In May 2011, we issued $525.0 million in aggregate principal amount of 6.75% senior secured notes due 2019 and used the proceeds to repay existing higher-cost debt (including the remaining $46 million of our outstanding senior notes due 2011) and fund our purchase of Royalton and Morgans for $140.0 million.

83


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.
Debt — (continued)

In May 2011, we repaid $45.3 million in secured loans when we sold the mortgaged hotels.

In June 2011, we repaid (at maturity) a $7.3 million loan that was secured by one hotel.

In June 2011, we obtained a $24.0 million loan to refinance a loan secured by one hotel. The old loan balance was $27.8 million and by the terms of the old loan, upon refinancing, $3.8 million of the old loan was forgiven. We recognized a $3.7 million net gain from extinguishment of debt in connection with the refinancing. In July 2011, we repaid the new loan in full and recognized a $187,000 charge from extinguishment at that time.

In June 2011, we repaid the remaining outstanding $46.4 million of our senior notes when they matured.

In June 2011, we redeemed $144 million in aggregate principal amount of our 10% senior notes using $158 million of net proceeds of our recent equity offering. Under the terms of the indenture governing the redeemed notes, the redemption price was 110% of the principal amount of the redeemed notes, together with accrued and unpaid interest thereon to the redemption date. We recognized a $27.4 million debt extinguishment charge related to the prepayment premium and the write-off of a pro rata portion of the related debt discount and deferred loan costs.

In July 2011, we repaid $35.2 million in secured loans when we sold the mortgaged hotels.

In October 2011, we modified the term of a CMBS mortgage loan scheduled to mature in November 2011, extending its maturity for up to two years. The loan now bears an average interest rate at LIBOR plus 2.20% and is prepayable at any time, in whole or in part, with no penalty. In conjunction with the modification, we repaid $20 million of the principal balance, reducing the outstanding balance to $158 million at that time.

In 2010, we retired $40.3 million of our senior notes due 2011 for $1.6 million in excess of par.

Two loans (totaling $32 million) matured in May 2010. The cash flows for the hotels that secured those loans did not cover debt service, and we stopped funding the shortfalls in December 2009. In 2010 we were unable to negotiate an acceptable debt modification or reduction that favored our stockholders, and we recorded a $21.1 million impairment charge in discontinued operations. We transferred these hotels to the lenders in full satisfaction of the related debt, and recorded a $15.2 million gain on extinguishment of debt in 2010.

In May 2010, we obtained a new $212 million loan, secured by nine hotels, that matures in 2015.  This loan bears interest at LIBOR (subject to a 3.0% floor) plus 5.1%.  The proceeds were used to repay $210 million in loans that were secured by 11 hotels and scheduled to mature in May 2010.  The terms and interest rate of this financing are significantly more favorable than the refinanced debt, and we unencumbered two previously mortgaged hotels in the process.

In June 2010, we repaid $177 million of secured debt scheduled to mature in 2012 for $130 million, plus accrued interest, representing a 27% discount to the principal balance.  This reduced our leverage substantially and unencumbered two hotels.

In November 2010, we incurred $29 million of new debt secured by two hotels. This loan was repaid in 2011.

84


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.
Debt — (continued)

Our senior notes require that we satisfy total leverage, secured leverage and interest coverage thresholds in order to: (i) incur additional indebtedness except to refinance maturing debt with replacement debt, as defined under our indentures; (ii) pay dividends in excess of the minimum distributions required to meet the REIT qualification test; (iii) repurchase capital stock; or (iv) merge. We currently exceed all minimum
thresholds, other than for certain “restricted” payments. (Under the terms of our preferred stock, we are also prohibited from paying common dividends or repurchasing shares of common stock until our accrued preferred dividends are paid in full.) These notes are guaranteed by us, and payment of our 10% notes are secured by a pledge of the limited partner interests in FelCor LP owned by FelCor. In addition, our senior notes are secured by a combination of first lien mortgages and related security interests and/or negative pledges on up to 17 hotels, and pledges of equity interests in certain subsidiaries of FelCor LP.

At December 31, 2011 , we had consolidated secured debt totaling $1.6 billion , encumbering 58 of our consolidated hotels with a $1.8 billion aggregate net book value.  Except in the case of our Senior Notes, our mortgage debt is generally recourse solely to the specific assets securing the debt.  However, a violation of any of the recourse carve-out provisions, including fraud, misapplication of funds and other customary recourse carve-out provisions, could cause this debt to become fully recourse to us.  Much of our hotel mortgage debt allows us to substitute collateral under certain conditions and is prepayable subject (in come instances) to various prepayment, yield maintenance or defeasance obligations.

Much of our secured debt (other than our senior notes) includes lock-box arrangements under certain circumstances. We are permitted to spend an amount required to cover our budgeted hotel operating expenses, taxes, debt service, insurance and capital expenditure reserves even if revenues are flowing through a lock-box in cases where a specified debt service coverage ratio is not met.  With the exception of loans secured by two hotels, all of our consolidated hotels subject to lock-box provisions currently exceed the applicable minimum debt service coverage ratios.

To fulfill requirements under certain loans, we owned interest rate caps with aggregate notional amounts of $212.0 million and $639.2 million as of December 31, 2011 and 2010 , respectively.  These interest rate caps were not designated as hedges and had insignificant fair values at both December 31, 2011 and 2010 , resulting in no significant net earnings impact.

We reported interest income of $240,000 , $360,000 and $687,000 for the years ended December 31, 2011 , 2010 and 2009 , respectively, which is included in net interest expense.  We capitalized interest of $2.2 million , $638,000 and $767,000 , for the years ended December 31, 2011 , 2010 and 2009 , respectively.

The early retirement of certain indebtedness in 2009 resulted in net charges related to debt extinguishment of $1.7 million .


85


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9.
Debt — (continued)

Future scheduled principal payments on debt obligations at December 31, 2011 , are as follows (in thousands):
Year
 
 
2012
 
$
93,970

2013
 
138,569

2014
 
661,359

2015
 
200,824

2016
 
8,813

Thereafter
 
525,000

 
 
1,628,535

Discount accretion over term
 
(32,069
)
 
 
$
1,596,466


10.
Fair Value of Financial Instruments

Our estimates of the fair value of (i) accounts receivable, accounts payable and accrued expenses approximate carrying value due to the relatively short maturity of these instruments; and (ii) our publicly traded debt is based on observable market data, and our debt that is not traded publicly is based on estimated effective borrowing rates for debt with similar terms, loan to estimated fair value and remaining maturities. The estimated fair value of our debt was $1.7 billion at December 31, 2011 and 2010 (with a carrying value of $1.6 billion and $1.5 billion at December 31, 2011 and 2010 , respectively).

Disclosures about fair value of financial instruments are based on pertinent information available to management as of December 31, 2011 .  Considerable judgment is necessary to interpret market data and develop estimated fair value.  Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we could realize on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

11.
Income Taxes

FelCor LP is a partnership for federal income tax purposes, and is not subject to federal income tax. However, under its partnership agreement, it is required to reimburse FelCor for any tax payments they are required to make. Accordingly, the tax information herein represents disclosures regarding FelCor and its taxable subsidiaries.

FelCor elected to be treated as a REIT under the federal income tax laws. As a REIT, FelCor generally is not subject to federal income taxation at the corporate level on taxable income that is distributed to its stockholders. FelCor may, however, be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income.  FelCor's taxable REIT subsidiaries, or TRSs, formed to lease its hotels are subject to federal, state and local income taxes.  A REIT is subject to a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its annual taxable income to its stockholders.  If FelCor fails to qualify as a REIT in any taxable year for which the statute of limitations remains open, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) for such taxable year and may not qualify as

86


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11. Income Taxes — (continued)

a REIT for four subsequent years.  In connection with FelCor's election to be treated as a REIT, its charter imposes restrictions on the ownership and transfer of shares of its common stock. FelCor LP expects to make distributions on its units sufficient to enable FelCor to meet its distribution obligations as a REIT.

We account for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

The following table reconciles our TRS’s GAAP net income (loss) to taxable income (loss) (in thousands):
 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
GAAP consolidated net loss attributable to FelCor LP
 
$
(130,543
)
 
$
(223,922
)
 
$
(108,794
)
Loss allocated to FelCor LP unitholders
 
689

 
881

 
672

GAAP consolidated net loss attributable to FelCor
 
(129,854
)
 
(223,041
)
 
(108,122
)
GAAP net loss from REIT operations
 
127,709

 
172,495

 
66,977

GAAP net loss of taxable subsidiaries
 
(2,145
)
 
(50,546
)
 
(41,145
)
Impairment loss not deductible for tax
 
946

 
8,852

 

Tax gain (loss) in excess of book gains on sale of hotels
 
(7,841
)
 

 
(1,821
)
Depreciation and amortization (a)  
 
1,389

 
(106
)
 
(269
)
Employee benefits not deductible for tax
 
(1,578
)
 
3,534

 
(4,205
)
Management fee recognition
 
(1,717
)
 
916

 
4,828

Tax adjustment to lease expense (b)  
 

 
40,572

 
11,769

Other book/tax differences
 
(552
)
 
5,251

 
7,799

Tax income (loss) of taxable subsidiaries before
   utilization of net operating losses
 
(11,498
)
 
8,473

 
(23,044
)
Utilization of net operating loss
 

 
(8,473
)
 

Net tax income (loss) of taxable subsidiaries
 
$
(11,498
)
 
$

 
$
(23,044
)

(a)
The changes in book/tax differences in depreciation and amortization principally result from book and tax basis differences, differences in depreciable lives and accelerated depreciation methods.
(b)
In 2009 and 2010, we recorded a reduction in intercompany rent between our REIT entities and TRS entities for tax purposes.


87


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11.
Income Taxes — (continued)

Our TRS had a deferred tax asset, on which we had a 100% valuation allowance, primarily comprised of the following (in thousands):

 
 
December 31,
 
 
2011
 
2010
Accumulated net operating losses of our TRS
 
$
129,455

 
$
125,085

Tax property basis in excess of book
 
929

 
2,822

Accrued employee benefits not deductible for tax
 
760

 
984

Management fee recognition
 
1,415

 
2,093

Other
 
970

 
997

Gross deferred tax asset
 
133,529

 
131,981

Valuation allowance
 
(133,529
)
 
(131,981
)
Deferred tax asset after valuation allowance
 
$

 
$


We have provided a valuation allowance against our deferred tax asset at December 31, 2011 and 2010 , that results in no net deferred tax asset at December 31, 2011 and 2010 due to the uncertainty of realization (because of historical operating losses).  Accordingly, no provision or benefit for income taxes is reflected in the accompanying Consolidated Statements of Operations.  At December 31, 2011 , our TRS had net operating loss carryforwards for federal income tax purposes of $340.7 million , which are available to offset future taxable income, if any, and do not begin to expire until 2022.

The following table reconciles REIT GAAP net income (loss) to taxable income (in thousands):

 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
GAAP net loss from REIT operations
 
$
(127,709
)
 
$
(172,495
)
 
$
(66,977
)
Book/tax differences, net:
 
 
 
 
 
 
   Depreciation and amortization (a)  
 
6,183

 
(17,645
)
 
(11,608
)
Noncontrolling interests
 
4,149

 
(882
)
 
(222
)
Equity in loss from unconsolidated entities
 

 
(35,386
)
 
2,068

Tax gain (loss) on dispositions in excess of book
 
(30,502
)
 
34,729

 
(26,922
)
Impairment loss not deductible for tax
 
12,303

 
156,773

 
3,448

Liquidated damages
 

 

 
(1,000
)
  Tax adjustment to lease revenue (b)  
 

 
(35,634
)
 
(11,769
)
Other
 
(1,974
)
 
(6,452
)
 
6,431

Taxable income (loss) subject to distribution requirement (c)
 
$
(137,550
)
 
$
(76,992
)
 
$
(106,551
)

(a)
Book/tax differences in depreciation and amortization principally result from differences in depreciable lives and accelerated depreciation methods .
(b)
For tax purposes, we recorded a reduction in intercompany rent between our REIT entities and TRS entities.  
(c)
The dividend distribution requirement is 90% of taxable income.

88


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11. Income Taxes — (continued)

At December 31, 2011 , FelCor had net operating loss carryforwards for federal income tax purposes of
$336.7 million , which it expects to use to offset future distribution requirements.

For income tax purposes, dividends paid consist of ordinary income, capital gains, return of capital or a combination thereof.  Dividends paid per share were characterized as follows (there were no distributions in 2010):
 
 
 
 
 
 
 
2011
 
2010
 
2009
 
Amount
 
%
 
Amount
 
%
 
Amount
 
%
Preferred Stock – Series A
 
 
 
 
 
 
 
 
 
 
 
Dividend income
$

 
 
$

 
 
$

 
Return of capital
1.9500

 
100.00
(b)  

 
 
0.4875

(a)  
100.00
 
$
1.9500

 
100.00
 
$

 
 
$
0.4875

 
100.00
Preferred Stock – Series C
 
 
 
 
 
 
 
 
 
 
 
Dividend income
$

 
 
$

 
 
$

 
Return of capital
2.00

 
100.00
(b)  

 
 
0.50

(a)  
100.00
 
$
2.00

 
100.00
 
$

 
 
$
0.50

 
100.00

(a)
Fourth quarter 2008 preferred distributions were paid January 31, 2009, and were treated as 2009 distributions for tax purposes.
(b)
Fourth quarter 2010 preferred distributions were paid January 31, 2011, and were treated as 2011 distributions for tax purposes.

12.
FelCor Capital Stock/FelCor LP Partners' Capital

FelCor, as FelCor LP's general partner, is obligated to contribute the net proceeds from any issuance of its equity securities to FelCor LP in exchange for units, corresponding in number and terms to the equity securities issued.

Preferred Stock/Units

FelCor's Board of Directors is authorized to provide for the issuance of up to 20 million shares of preferred stock in one or more series, to establish the number of shares in each series, to fix the designation, powers, preferences and rights of each such series, and the qualifications, limitations or restrictions thereof.

Our Series A preferred stock (or units) bears an annual cumulative dividend (or distribution) payable in arrears equal to the greater of $1.95 per share (or unit) or the cash distributions declared or paid for the corresponding period on the number of shares of common stock (or units) into which the Series A preferred stock (or units) is then convertible.  Each share (or unit) of the Series A preferred stock (or units) is convertible at the holder’s option to 0.7752 shares of common stock (or units), subject to certain adjustments.

89


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


12.
FelCor Capital Stock/FelCor LP Partners' Capital — (continued)

Our 8% Series C Cumulative Redeemable preferred stock (or units), or Series C preferred stock (or units), bears an annual cumulative dividend (or distribution) of 8% of the liquidation preference (equivalent to $2.00 per depositary share (or unit)).  We may call the Series C preferred stock (or units) and the corresponding depositary shares (or units) at $25 per depositary share (or unit).  These shares (or units) have no stated maturity, sinking fund or mandatory redemption, and are not convertible into any of our other securities.  The Series C preferred stock (or units) has a liquidation preference of $2,500 per share (or unit) (equivalent to $25 per depositary share, or unit).

Dividends/Distributions

In January 2011, FelCor reinstated its current quarterly preferred dividend and paid current quarterly preferred dividends in January, May, August and October 2011. Funds used by FelCor to pay common or preferred dividends are provided through distributions from FelCor LP. We are restricted from paying any common dividends unless and until all accrued and current preferred dividends are paid. FelCor's Board of Directors will determine whether and when to declare future dividends (including the accrued but unpaid preferred dividends) based upon various factors, including operating results, economic conditions, other operation trends, our financial condition and capital requirements, as well as minimum REIT distribution requirements.  We had $76.3 million of aggregate accrued dividends payable to holders of our Series A and Series C preferred stock at December 31, 2011 and 2010.

FelCor Common Stock Offerings

In April 2011, FelCor sold 27.6 million shares of its common stock at $6.00 per share in a public offering. The net proceeds from the offering were $158 million and were contributed to FelCor LP in exchange for a like number of common units. Net proceeds from this offering (after underwriting discounts and commissions) were used to redeem $144 million of our 10% senior notes.

In June 2010, FelCor completed a public offering of 3l.6 million shares of its common stock at $5.50 per share. The net proceeds from the offering were $166.3 million and were contributed to FelCor LP in exchange for a like number of common units. These proceeds together with cash on hand were used to repay $177 million of secured debt for $130 million (a 27% discount to par) and fund our acquisition of the Fairmont Copley Plaza in Boston.

13.
Redeemable Noncontrolling Interests in FelCor LP / Redeemable Units

FelCor LP may issue limited partnership units to third parties in exchange for cash or property. We record these redeemable noncontrolling interests in FelCor LP, in the case of FelCor, and redeemable units, in the case of FelCor LP, in the mezzanine section (between liabilities and equity or partners' capital) of our consolidated balance sheets because of the redemption feature of these units.  Additionally, FelCor's consolidated statements of operations separately present earnings attributable to redeemable noncontrolling interests.  We adjust redeemable noncontrolling interests in FelCor LP (or redeemable units) each period to reflect the greater of its carrying value based on the accumulation of historical cost or its redemption value.  The historical cost is based on the proportionate relationship between the carrying value of equity associated with FelCor's common stockholders relative to that of FelCor LP's unitholders.  Redemption value is based on the closing price of FelCor's common stock at period end. FelCor allocates net income (loss) to FelCor LP's noncontrolling partners based on their weighted average ownership percentage during the period.

90


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


13.
Redeemable Noncontrolling Interests in FelCor LP / Redeemable Units – (continued)

In May 2011, FelCor LP issued 367,647 limited partner interest units at $6.80 per unit. At December 31, 2011, we carried these units at $2.2 million, which is the issue price less the holders’ share of allocated losses for the period the units were outstanding. We carried the remaining 268,778 outstanding units of limited partner interest at $820,000, based on the closing price of FelCor's common stock at December 31, 2011 ($3.05/share).

Changes in redeemable noncontrolling interests (or redeemable units) are shown below (in thousands):

 
 
Year Ended December 31,
 
 
2011
 
2010
Balance at beginning of period
 
$
2,004

 
$
1,062

Issuance of units
 
2,500

 

Conversion of units
 
(97
)
 

Redemption value allocation
 
(685
)
 
1,815

Comprehensive loss:
 
 
 
 
Foreign exchange translation
 
(7
)
 
8

Net loss
(689
)
 
(881
)
Balance at end of period
 
$
3,026

 
$
2,004



14.
Hotel Operating Revenue, Departmental Expenses and Other Property Operating Costs

Hotel operating revenue from continuing operations was comprised of the following (in thousands):
 
Year Ended December 31,
 
2011
 
2010
 
2009
Room revenue
$
737,298

 
$
670,939

 
$
634,068

Food and beverage revenue
151,799

 
134,893

 
122,265

Other operating departments
53,946

 
54,003

 
52,822

Total hotel operating revenue
$
943,043

 
$
859,835

 
$
809,155


Nearly 100% of our revenue in all periods presented was comprised of hotel operating revenues, which includes room revenue, food and beverage revenue, and revenue from other operating departments (such as telephone, parking and business centers).  These revenues are recorded net of any sales or occupancy taxes collected from our guests. All rebates or discounts are recorded, when allowed, as a reduction in revenue, and there are no material contingent obligations with respect to rebates or discounts offered by us. All revenues are recorded on an accrual basis, as earned.  Appropriate allowances are made for doubtful accounts and are recorded as a bad debt expense.  The remainder of our revenue was from condominium management fee income and other sources.


91


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


14.
Hotel Operating Revenue, Departmental Expenses and Other Property Operating Costs — (continued)

Hotel departmental expenses from continuing operations were comprised of the following (in thousands):

 
Year Ended December 31,
 
2011
 
2010
 
2009
Room
$
199,464

 
$
180,644

 
$
167,598

Food and beverage
121,151

 
106,653

 
98,769

Other operating departments
25,092

 
24,488

 
24,191

Total hotel departmental expenses
$
345,707

 
$
311,785

 
$
290,558


Other property operating costs from continuing operations were comprised of the following (in thousands):

 
Year Ended December 31,
 
2011
 
2010
 
2009
Hotel general and administrative expense
$
87,908

 
$
79,545

 
$
73,572

Marketing
80,367

 
73,058

 
67,034

Repair and maintenance
50,396

 
46,559

 
44,188

Utilities
47,123

 
44,898

 
44,484

Total other property operating costs
$
265,794

 
$
244,060

 
$
229,278


Hotel departmental expenses and other property operating costs include hotel compensation and benefit expenses of $303.3 million, $272.8 million, and $254.7 million for the year ended December 31, 2011 , 2010 and 2009 , respectively.


92


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


15.
Taxes, Insurance and Lease Expenses

Taxes, insurance and lease expenses from continuing operations were comprised of the following
(in thousands):
 
Year Ended December 31,
 
2011
 
2010
 
2009
Hotel lease expense (a) 
$
38,759

 
$
36,327

 
$
34,187

Land lease expense (b) 
10,762

 
10,210

 
9,507

Real estate and other taxes
31,930

 
30,170

 
29,515

Property insurance, general liability insurance and other
9,561

 
11,620

 
11,424

  Total taxes, insurance and lease expense
$
91,012

 
$
88,327

 
$
84,633


(a)
Hotel lease expense is recorded by the consolidated operating lessees of 12 hotels owned by unconsolidated entities, and is partially (generally 49%) offset through noncontrolling interests in other partnerships.  Our 50% share of the corresponding lease income is recorded through equity in income from unconsolidated entities.  Hotel lease expense includes percentage rent of $17.3 million, $15.0 million and $13.0 million for the year ended December 31, 2011 , 2010 , and 2009 , respectively.
(b)
Land lease expense includes percentage rent of $4.7 million, $4.2 million and $3.6 million for the year ended December 31, 2011 , 2010 , and 2009 , respectively.

16.
Land Leases and Hotel Rent

We lease land occupied by certain hotels from third parties under various operating leases that expire through 2101.  Certain land leases contain contingent rent features based on gross revenue at the respective hotels.  In addition, we recognize rent expense for 12 hotels that are owned by unconsolidated entities and are leased to our consolidated lessees.  These leases expire in 2012 and require the payment of base rents and contingent rent based on revenues at the respective hotels.  Future minimum lease payments under our land lease obligations and hotel leases at December 31, 2011 , were as follows (in thousands):

Year
 
2012
$
27,549

2013
5,753

2014
5,761

2015
5,789

2016
5,777

2017 and thereafter
270,523

 
$
321,152




93


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


17.
Loss Per Share/Unit

The following tables set forth the computation of basic and diluted income (loss) per share/unit (in thousands, except per share/unit data):

FelCor Loss Per Share
 
Year Ended December 31,
 
2011
 
2010
 
2009
Numerator:
 
 
 
 
 
Net loss attributable to FelCor
$
(129,854
)
 
$
(223,041
)
 
$
(108,122
)
Discontinued operations attributable to FelCor
(2,877
)
 
51,303

 
12,725

  Loss from continuing operations attributable to FelCor
(132,731
)
 
(171,738
)
 
(95,397
)
      Less: Preferred dividends
(38,713
)
 
(38,713
)
 
(38,713
)
Loss from continuing operations attributable to FelCor
    common stockholders
(171,444
)
 
(210,451
)
 
(134,110
)
Discontinued operations attributable to FelCor
2,877

 
(51,303
)
 
(12,725
)
Numerator for basic and diluted loss attributable to FelCor
    common stockholders
$
(168,567
)
 
$
(261,754
)
 
$
(146,835
)
Denominator:
 
 
 
 
 
Denominator for basic and diluted loss per share
117,068

 
80,611

 
63,114

Basic and diluted loss per share data:
 
 
 
 
 
Loss from continuing operations
$
(1.46
)
 
$
(2.61
)
 
$
(2.12
)
Discontinued operations
$
0.02

 
$
(0.64
)
 
$
(0.20
)
Net loss
$
(1.44
)
 
$
(3.25
)
 
$
(2.33
)

94


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


17.
Loss Per Share/Unit — (continued)

FelCor LP Loss Per Unit

The following table sets forth the computation of basic and diluted earnings (loss) per unit (in thousands, except per unit data):
 
Year Ended December 31,
 
2011
 
2010
 
2009
Numerator:
 
 
 
 
 
Net loss attributable to FelCor LP
$
(130,543
)
 
$
(223,922
)
 
$
(108,794
)
Discontinued operations attributable to FelCor LP
(2,884
)
 
51,498

 
12,783

  Loss from continuing operations attributable to FelCor LP
(133,427
)
 
(172,424
)
 
(96,011
)
      Less: Preferred distributions
(38,713
)
 
(38,713
)
 
(38,713
)
Loss from continuing operations attributable to FelCor LP
    common unitholders
(172,140
)
 
(211,137
)
 
(134,724
)
Discontinued operations attributable to FelCor LP
2,884

 
(51,498
)
 
(12,783
)
Numerator for basic and diluted loss attributable to FelCor LP
    common unitholders
$
(169,256
)
 
$
(262,635
)
 
$
(147,507
)
Denominator:
 
 
 
 
 
Denominator for basic and diluted loss per unit
117,567

 
80,905

 
63,410

Basic and diluted loss per unit data:
 
 
 
 
 
Loss from continuing operations
$
(1.46
)
 
$
(2.61
)
 
$
(2.12
)
Discontinued operations
$
0.02

 
$
(0.64
)
 
$
(0.20
)
Net loss
$
(1.44
)
 
$
(3.25
)
 
$
(2.33
)

Securities that could potentially dilute basic loss per share/unit in the future that were not included in computation of diluted loss per share/unit, because they would have been antidilutive for the periods presented, are as follows (unaudited, in thousands):

 
 
2011
 
2010
 
2009
Series A convertible preferred shares/units
 
9,985

 
9,985

 
9,985


Series A preferred dividends (or distributions) that would be excluded from net income (loss) available to FelCor common stockholders (or FelCor LP common unitholders), if the Series A preferred shares/units were dilutive, were $25.1 million for all periods presented.

95


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


18.
Commitments, Contingencies and Related Party Transactions

Until mid-2010 we shared the executive offices and certain employees with TCOR Holdings, LLC (controlled by Thomas J. Corcoran, Jr., Chairman of our Board of Directors), and TCOR Holdings, LLC paid its share of the costs thereof, including an allocated portion of the rent, compensation of certain personnel, office supplies, telephones, and depreciation of office furniture, fixtures, and equipment.  All allocations of shared expenses were approved by a majority of our independent directors.  TCOR Holdings, LLC paid approximately $19,000 and $42,000 for shared office costs in 2010 and 2009, respectively. We do not currently share any costs with TCOR Holdings, LLC.

Our property insurance has a $100,000 "all-risk" deductible, a 5% deductible (insured value) for named windstorm coverage and for California earthquake coverage. Substantial uninsured or not fully-insured losses would have a material adverse impact on our operating results, cash flows and financial condition.   Catastrophic losses, such as the losses caused by hurricanes in 2005, could make the cost of insuring against these types of losses prohibitively expensive or difficult to find.  In an effort to limit the cost of insurance, we purchase catastrophic insurance coverage based on probable maximum losses based on 250-year events and have only purchased terrorism insurance to the extent required by our lenders.  We have established a self-insured retention of $250,000 per occurrence for general liability insurance with regard to 50 of our hotels.  The remainder of our hotels participate in general liability programs sponsored by our managers, with no deductible.

There is no litigation pending or known to be threatened against us or affecting any of our hotels, other than claims arising in the ordinary course of business or which are not considered to be material. Furthermore, most of these claims are substantially covered by insurance. We do not believe that any claims known to us, individually or in the aggregate, will have a material adverse effect on us .

Our hotels are operated under various management agreements that call for minimum base management fees, which generally range from 1 – 3% of total revenue, with the exception of our IHG-managed hotels, whose base management fees are 2% of total revenue plus 5% of room revenue. Most of our management agreements also allow for incentive management fees that are subordinated to our return on investment and are generally capped at 2 – 3% of total revenue.  In addition, the management agreements generally require us to invest approximately 3 – 5% of revenues for capital expenditures.  The management agreements have terms from 5 to 20 years and generally have renewal options.

The management agreements governing the operations of 35 of our Consolidated Hotels contain the right and license to operate the hotel under the specified brands.  The remaining 40 Consolidated Hotels operate under franchise or license agreements that are separate from our management agreements.  Typically, our franchise or license agreements provide for a license fee or royalty of 4% to 5% of room revenues.  In the event we breach one of these agreements, in addition to losing the right to use the brand name for the operation of the applicable hotel, we may be liable, under certain circumstances, for liquidated damages equal to the fees paid to the franchisor with respect to that hotel during the three preceding years.



96


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

19.
Supplemental Cash Flow Disclosure
In 2011 and 2010, we allocated $97,000 and $185,000, respectively, of noncontrolling interests to additional paid-in capital with regard to the exchange of 15,947 and 10,235 Units, respectively, for common stock.
Depreciation and amortization expense is comprised of the following (in thousands):
 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
Depreciation and amortization from continuing operations
 
$
133,119

 
$
133,393

 
$
131,555

Depreciation and amortization from discontinued operations
 
5,773

 
14,270

 
18,533

Total depreciation and amortization expense
 
$
138,892

 
$
147,663

 
$
150,088

In the fourth quarter of 2011, we assumed a $64.9 million loan related to our Knickerbocker development project, which is fully secured by restricted cash. We recorded this transaction as an increase in debt and a corresponding increase in restricted cash. By assuming the existing loan when we purchased the building, we were not required to pay any local mortgage recording tax. When that loan is transferred to a new lender and made part of our construction loan, we expect to only pay such tax to the extent of the incremental principal amount of the construction loan.
For the year ended December 31, 2011, our repayment of borrowings consisted of debt retirement of $983.4 million, payments on our line of credit of $145 million and normal recurring principal payments of $7.4 million.
For the year ended December 31, 2010 , our repayment of borrowings consisted of debt retirement of $387.8 million and normal recurring principal payments of $13.2 million.

20.
FelCor Stock Based Compensation Plans

FelCor sponsors one restricted stock and stock option plan, or the Plan.  FelCor is authorized to issue up to 6,000,000 shares of common stock under the Plan pursuant to awards granted in the form of incentive stock options, non-qualified stock options, and restricted stock.  Stock grants vest either over three to five years in equal annual installments or over a four year schedule, subject to time-based and performance-based vesting.  There were 3,287,856 shares available for grant under the Plan at December 31, 2011 .

FelCor Stock Options

A summary of the status of FelCor's non-qualified stock options granted as of December 31, 2011 , 2010 and 2009 , and the changes during these years, is presented in the following table:
 
2011
 
2010
 
2009
 

Shares of
Underlying
Options
 
Weighted
Average
Exercise
Prices
 

Shares of
Underlying
Options
 
Weighted
Average
Exercise
Prices
 

Shares of
Underlying
Options
 
Weighted
Average
Exercise
Prices
Outstanding at beginning of the year
15,000

 
$
15.62

 
40,000

 
$
18.05

 
40,000

 
$
18.05

Forfeited or expired
(15,000
)
 
$
15.62

 
(25,000
)
 
$
19.50

 

 
$

Outstanding at end of year

 
$

 
15,000

 
$
15.62

 
40,000

 
$
18.05

Exercisable at end of year

 
$

 
15,000

 
$
15.62

 
40,000

 
$
18.05



97


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


20.
FelCor Stock Based Compensation Plans — (continued)

FelCor Restricted Stock

A summary of the status of FelCor's restricted stock grants as of December 31, 2011 , 2010 and 2009 , and the changes during these years is presented below:
 
2011
 
2010
 
2009
 





Shares
 
Weighted
Average
Fair
Market
Value
at Grant
 





Shares
 
Weighted
Average
Fair
Market
Value
at Grant
 





Shares
 
Weighted
Average
Fair
Market
Value
at Grant
Outstanding at beginning of the year
4,200,089

 
$
10.69

 
4,255,187

 
$
10.90

 
2,829,330

 
$
15.20

Granted:
 
 
 
 
 
 
 
 
 
 
 
   With immediate vesting (a)
95,000

 
$
5.85

 
16,166

 
$
4.21

 
16,000

 
$
1.01

With 3-year pro rata  vesting

 
$

 

 
$

 
1,444,810

 
$
2.64

Forfeited
(4,771
)
 
$
12.20

 
(71,264
)
 
$
21.71

 
(34,953
)
 
$
12.52

Outstanding at end of year
4,290,318

 
$
10.58

 
4,200,089

 
$
10.69

 
4,255,187

 
$
10.90

Vested at end of year
(3,632,564
)
 
$
11.54

 
(2,645,272
)
 
$
13.00

 
(1,774,839
)
 
$
14.06

Unvested at end of year
657,754

 
$
5.30

 
1,554,817

 
$
6.76

 
2,480,348

 
$
8.65


(a)
Shares awarded to directors.

The unearned compensation cost of FelCor's granted but unvested restricted stock as of December 31, 2011 was $1.7 million.  The weighted average period over which this cost is to be amortized is approximately one year.

21.
Employee Benefits

FelCor offers a 401(k) retirement savings plan and health insurance benefits to its employees.  FelCor's matching contribution to its 401(k) plan totaled $1.0 million during 2011, $1.0 million during 2010 and $900,000 for 2009.  Health insurance benefits cost $1.1 million during 2011 , $900,000 during 2010 and $800,000 during 2009 .

FelCor LP has no employees, and FelCor, as FelCor LP's sole general partner, performs FelCor LP's management functions.

The employees at our hotels are employees of the respective management companies.  Under the management agreements, we reimburse the management companies for the compensation and benefits related to the employees who work at our hotels.  We are not, however, the sponsors of their employee benefit plans and have no obligation to fund these plans.


98


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


22.
Segment Information

We have determined that our business is conducted in one operating segment because of the similar economic characteristics of our hotels.

The following table sets forth revenues from continuing operations and investment in hotel assets represented by the following geographical areas (in thousands):

 
 
Revenue For the Year Ended
December 31,
 
Investment in Hotel Assets
as of December 31,
 
 
2011
 
2010
 
2009
 
2011
 
2010
 
2009
California
 
$
239,528

 
$
224,155

 
$
211,124

 
$
496,426

 
$
505,753

 
$
527,345

Florida
 
142,039

 
136,506

 
138,709

 
318,430

 
348,823

 
405,479

Texas
 
82,075

 
79,469

 
77,632

 
128,749

 
175,483

 
203,841

Georgia
 
50,439

 
51,734

 
48,930

 
105,526

 
109,677

 
126,118

Other states
 
416,311

 
356,412

 
323,023

 
886,127

 
795,596

 
859,852

Canada
 
15,600

 
14,733

 
12,580

 
18,537

 
50,447

 
57,759

Total
 
$
945,992

 
$
863,009

 
$
811,998

 
$
1,953,795

 
$
1,985,779

 
$
2,180,394



99


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


23.
Quarterly Operating Results (unaudited)

Our unaudited consolidated quarterly operating data for the years ended December 31, 2011 and 2010 follows (in thousands, except per share/unit data).  In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of quarterly results have been reflected in the data. It is also management’s opinion, however, that quarterly operating data for hotel enterprises are not indicative of results to be achieved in succeeding quarters or years.  In order to obtain a more accurate indication of performance, there should be a review of operating results, changes in stockholders’ equity (or partners' capital) and cash flows for a period of several years.

FelCor
2011
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total revenues
 
$
220,350

 
$
251,531

 
$
241,417

 
$
232,694

Loss from continuing operations
 
$
(33,683
)
 
$
(44,872
)
 
$
(23,898
)
 
$
(31,313
)
Discontinued operations
 
$
1,957

 
$
2,475

 
$
522

 
$
(2,083
)
Net loss attributable to FelCor
 
$
(31,664
)
 
$
(42,265
)
 
$
(22,832
)
 
$
(33,093
)
Net loss attributable to FelCor common
    stockholders
 
$
(41,342
)
 
$
(51,943
)
 
$
(32,510
)
 
$
(42,772
)
Comprehensive loss attributable to FelCor
 
$
(30,376
)
 
$
(42,079
)
 
$
(26,349
)
 
$
(31,769
)
Basic and diluted per common share data:
 
 
 
 
 
 
 
 
Net loss from continuing operations
 
$
(0.45
)
 
$
(0.44
)
 
$
(0.27
)
 
$
(0.33
)
Discontinued operations
 
$
0.02

 
$
0.02

 
$

 
$
(0.02
)
Net loss
 
$
(0.43
)
 
$
(0.42
)
 
$
(0.26
)
 
$
(0.35
)
Basic weighted average common shares outstanding
 
95,350

 
122,992

 
123,062

 
123,906

Diluted weighted average common shares
   outstanding
 
95,350

 
122,992

 
123,062

 
123,906


2010
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total revenues
 
$
203,689

 
$
222,924

 
$
220,416

 
$
215,980

Income (loss) from continuing operations
 
$
(38,326
)
 
$
22,679

 
$
(53,682
)
 
$
(104,093
)
Discontinued operations
 
$
(24,616
)
 
$
(689
)
 
$
(35,598
)
 
$
8,488

Net income (loss) attributable to FelCor
 
$
(62,388
)
 
$
21,614

 
$
(88,810
)
 
$
(93,457
)
Net income (loss) attributable to FelCor common
    stockholders
 
$
(72,066
)
 
$
11,936

 
$
(98,488
)
 
$
(103,136
)
Comprehensive income (loss) attributable to FelCor
 
$
(60,318
)
 
$
18,895

 
$
(86,889
)
 
$
(91,800
)
Basic and diluted per common share data:
 

 

 

 

Net income (loss) from continuing operations
 
$
(0.75
)
 
$
0.18

 
$
(0.66
)
 
$
(1.18
)
Discontinued operations
 
$
(0.39
)
 
$
(0.01
)
 
$
(0.37
)
 
$
0.10

Net income (loss)
 
$
(1.14
)
 
$
0.17

 
$
(1.04
)
 
$
(1.08
)
Basic weighted average common shares outstanding
 
63,475

 
66,531

 
95,034

 
95,490

Diluted weighted average common shares
   outstanding
 
63,475

 
66,531

 
95,034

 
95,490


100


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


23.
Quarterly Operating Results (unaudited) – (continued)

FelCor LP
2011
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total revenues
 
$
220,350

 
$
251,531

 
$
241,417

 
$
232,694

Loss from continuing operations
 
$
(33,683
)
 
$
(44,872
)
 
$
(23,898
)
 
$
(31,313
)
Discontinued operations
 
$
1,957

 
$
2,475

 
$
522

 
$
(2,083
)
Net loss attributable to FelCor LP
 
$
(31,784
)
 
$
(42,448
)
 
$
(22,998
)
 
$
(33,313
)
Net loss attributable to FelCor LP common
    unitholders
 
$
(41,462
)
 
$
(52,126
)
 
$
(32,676
)
 
$
(42,992
)
Comprehensive loss attributable to FelCor LP
 
$
(30,492
)
 
$
(42,262
)
 
$
(26,533
)
 
$
(31,982
)
Basic and diluted per common unit data:
 
 
 
 
 
 
 
 
Net loss from continuing operations
 
$
(0.45
)
 
$
(0.44
)
 
$
(0.27
)
 
$
(0.33
)
Discontinued operations
 
$
0.02

 
$
0.02

 
$

 
$
(0.02
)
Net loss
 
$
(0.43
)
 
$
(0.42
)
 
$
(0.26
)
 
$
(0.35
)
Basic weighted average common units outstanding
 
95,635

 
123,425

 
123,700

 
124,542

Diluted weighted average common units
   outstanding
 
95,635

 
123,425

 
123,700

 
124,542


2010
 
First
Quarter
 
Second
Quarter
 
Third
Quarter
 
Fourth
Quarter
Total revenues
 
$
203,689

 
$
222,924

 
$
220,416

 
$
215,980

Income (loss) from continuing operations
 
$
(38,326
)
 
$
22,679

 
$
(53,682
)
 
$
(104,093
)
Discontinued operations
 
$
(24,616
)
 
$
(689
)
 
$
(35,598
)
 
$
8,488

Net income (loss) attributable to FelCor LP
 
$
(62,713
)
 
$
21,665

 
$
(89,107
)
 
$
(93,767
)
Net income (loss) attributable to FelCor LP
     common unitholders
 
$
(72,391
)
 
$
11,987

 
$
(98,785
)
 
$
(103,446
)
Comprehensive income (loss) attributable to FelCor LP
 
$
(60,634
)
 
$
18,934

 
$
(87,180
)
 
$
(92,105
)
Basic and diluted per common unit data:
 

 

 

 

Net income (loss) from continuing operations
 
$
(0.75
)
 
$
0.18

 
$
(0.66
)
 
$
(1.18
)
Discontinued operations
 
$
(0.39
)
 
$
(0.01
)
 
$
(0.37
)
 
$
0.10

Net income (loss)
 
$
(1.14
)
 
$
0.17

 
$
(1.04
)
 
$
(1.08
)
Basic weighted average common units outstanding
 
63,770

 
66,826

 
95,329

 
95,780

Diluted weighted average common units
   outstanding
 
63,770

 
66,826

 
95,329

 
95,780



101


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


24.
FelCor LP's Consolidating Financial Information

Certain of FelCor LP's 100% subsidiaries (FelCor/CSS Holdings, L.P.; FelCor Lodging Holding Company, L.L.C.; FelCor TRS Borrower 1, L.P.; FelCor TRS Borrower 4, L.L.C.; FelCor TRS Holdings, L.L.C.; FelCor Canada Co.; FelCor/St. Paul Holdings, L.P.; FelCor Hotel Asset Company, L.L.C.; FelCor Copley Plaza, L.L.C.; FelCor St. Pete (SPE), L.L.C.; FelCor Esmeralda (SPE), L.L.C.; Los Angeles International Airport Hotel Associates, a Texas L.P.; Madison 237 Hotel, L.L.C.; and Royalton 44 Hotel, L.L.C., collectively, “Subsidiary Guarantors”), together with FelCor, guarantee, fully and unconditionally, and jointly and severally, our senior debt.  The following tables present consolidating information for the Subsidiary Guarantors.

FELCOR LODGING LIMITED PARTNERSHIP
CONSOLIDATING BALANCE SHEET
December 31, 2011
(in thousands)
 

FelCor LP
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 

Eliminations
 
Total
Consolidated
Net investment in hotels
$
67,828

 
$
805,280

 
$
1,080,687

 
$

 
$
1,953,795

Hotel development

 

 
120,163

 

 
120,163

Equity investment in consolidated
    entities
1,478,347

 

 

 
(1,478,347
)
 

Investment in unconsolidated entities
56,492

 
12,063

 
1,447

 

 
70,002

Cash and cash equivalents
23,503

 
67,001

 
3,254

 

 
93,758

Restricted cash

 
11,514

 
72,726

 

 
84,240

Accounts receivable, net
540

 
26,357

 
238

 

 
27,135

Deferred expenses, net
24,101

 

 
5,671

 

 
29,772

Other assets
8,507

 
10,817

 
5,039

 

 
24,363

 
 
 
 
 
 
 
 
 
 
Total assets
$
1,659,318

 
$
933,032

 
$
1,289,225

 
$
(1,478,347
)
 
$
2,403,228

 
 
 
 
 
 
 
 
 
 
Debt
$
984,931

 
$

 
$
611,535

 
$

 
$
1,596,466

Distributions payable
76,293

 

 

 

 
76,293

Accrued expenses and other liabilities
33,530

 
98,127

 
8,891

 

 
140,548

 
 
 
 
 
 
 
 
 
 
Total liabilities
1,094,754

 
98,127

 
620,426

 

 
1,813,307

 
 
 
 
 
 
 
 
 
 
Redeemable units, at redemption value
3,026

 

 

 

 
3,026

 
 
 
 
 
 
 
 
 
 
Preferred units
478,774

 

 

 

 
478,774

Common units
82,764

 
810,554

 
641,945

 
(1,478,347
)
 
56,916

Accumulated other comprehensive
   income

 
25,848

 

 

 
25,848

Total FelCor LP partners' capital
561,538

 
836,402

 
641,945

 
(1,478,347
)
 
561,538

Noncontrolling interests

 
(1,497
)
 
26,854

 

 
25,357

Total partners' capital
561,538

 
834,905

 
668,799

 
(1,478,347
)
 
586,895

Total liabilities and
   partners' capital
$
1,659,318

 
$
933,032

 
$
1,289,225

 
$
(1,478,347
)
 
$
2,403,228


102


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


24.
FelCor LP's Consolidating Financial Information — (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATING BALANCE SHEET
December 31, 2010
(in thousands)
 

FelCor LP
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 

Eliminations
 
Total
Consolidated
Net investment in hotels
$
76,763

 
$
720,093

 
$
1,188,923

 
$

 
$
1,985,779

Equity investment in consolidated
    entities
1,025,818

 

 

 
(1,025,818
)
 

Investment in unconsolidated entities
61,833

 
12,594

 
1,493

 

 
75,920

Cash and cash equivalents
155,350

 
43,647

 
1,975

 

 
200,972

Restricted cash

 
6,347

 
10,355

 

 
16,702

Accounts receivable, net
642

 
27,190

 
19

 

 
27,851

Deferred expenses, net
11,366

 

 
8,574

 

 
19,940

Other assets
7,112

 
20,325

 
4,834

 

 
32,271

 
 
 
 
 
 
 
 
 
 
Total assets
$
1,338,884

 
$
830,196

 
$
1,216,173

 
$
(1,025,818
)
 
$
2,359,435

 
 
 
 
 
 
 
 
 
 
Debt
$
658,168

 
$

 
$
890,141

 
$

 
$
1,548,309

Distributions payable
76,293

 

 

 

 
76,293

Accrued expenses and other liabilities
33,836

 
100,007

 
10,608

 

 
144,451

 
 
 
 
 
 
 
 
 
 
Total liabilities
768,297

 
100,007

 
900,749

 

 
1,769,053

 
 
 
 
 
 
 
 
 
 
Redeemable units, at redemption value
2,004

 

 

 

 
2,004

 
 
 
 
 
 
 
 
 
 
Preferred units
478,774

 

 

 

 
478,774

Common units
89,809

 
704,117

 
295,127

 
(1,025,818
)
 
63,235

Accumulated other comprehensive
   income

 
26,574

 

 

 
26,574

Total FelCor LP partners' capital
568,583

 
730,691

 
295,127

 
(1,025,818
)
 
568,583

Noncontrolling interests

 
(502
)
 
20,297

 

 
19,795

Total partners' capital
568,583

 
730,189

 
315,424

 
(1,025,818
)
 
588,378

Total liabilities and
   partners' capital
$
1,338,884

 
$
830,196

 
$
1,216,173

 
$
(1,025,818
)
 
$
2,359,435



103


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


24.
FelCor LP's Consolidating Financial Information — (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Year Ended December 31, 2011
(in thousands)

 

FelCor LP
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 

Eliminations
 
Total
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Hotel operating revenue
$

 
$
943,043

 
$

 
$

 
$
943,043

Percentage lease revenue
4,787

 

 
138,611

 
(143,398
)
 

Other revenue
10

 
2,593

 
346

 

 
2,949

Total revenue
4,797

 
945,636

 
138,957

 
(143,398
)
 
945,992

 
 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
 
Hotel operating expenses

 
654,656

 

 

 
654,656

Taxes, insurance and lease expense
1,593

 
209,372

 
23,445

 
(143,398
)
 
91,012

Corporate expenses
291

 
15,394

 
13,395

 

 
29,080

Depreciation and amortization
4,590

 
46,938

 
81,591

 

 
133,119

Impairment loss

 
4,315

 
2,688

 

 
7,003

Other expenses
122

 
3,674

 
221

 

 
4,017

Total operating expenses
6,596

 
934,349

 
121,340

 
(143,398
)
 
918,887

Operating income
(1,799
)
 
11,287

 
17,617

 

 
27,105

Interest expense, net
(90,622
)
 
(2,433
)
 
(41,846
)
 

 
(134,901
)
Debt extinguishment
(27,354
)
 

 
3,172

 

 
(24,182
)
Gain on involuntary conversion
(21
)
 
316

 
(15
)
 

 
280

Loss before equity in loss from
   unconsolidated entities and
   noncontrolling interests
(119,796
)
 
9,170

 
(21,072
)
 

 
(131,698
)
Equity in loss from consolidated
   entities
(10,098
)
 

 

 
10,098

 

Equity in loss from unconsolidated
    entities
(1,591
)
 
(431
)
 
(46
)
 

 
(2,068
)
Loss from continuing operations
(131,485
)
 
8,739

 
(21,118
)
 
10,098

 
(133,766
)
Discontinued operations
942

 
(6,827
)
 
8,756

 

 
2,871

Net loss
(130,543
)
 
1,912

 
(12,362
)
 
10,098

 
(130,895
)
Net loss attributable to
   noncontrolling interests

 
367

 
(15
)
 

 
352

Net loss attributable to FelCor LP
(130,543
)
 
2,279

 
(12,377
)
 
10,098

 
(130,543
)
Preferred distributions
(38,713
)
 

 

 

 
(38,713
)
Net loss attributable to FelCor LP
   unitholders
$
(169,256
)
 
$
2,279

 
$
(12,377
)
 
$
10,098

 
$
(169,256
)

104


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


24.
Consolidating Financial Information — (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Year Ended December 31, 2010
(in thousands)

 

FelCor LP
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 

Eliminations
 
Total
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Hotel operating revenue
$

 
$
859,835

 
$

 
$

 
$
859,835

Percentage lease revenue
8,454

 

 
166,948

 
(175,402
)
 

Other revenue
4

 
2,846

 
324

 

 
3,174

Total revenue
8,458

 
862,681

 
167,272

 
(175,402
)
 
863,009

 
 
 
 
 
 
 
 
 
 
Expenses:
 
 
 
 
 
 
 
 
 
Hotel operating expenses

 
595,999

 

 

 
595,999

Taxes, insurance and lease expense
1,313

 
238,954

 
23,462

 
(175,402
)
 
88,327

Corporate expenses
797

 
16,299

 
13,651

 

 
30,747

Depreciation and amortization
5,769

 
42,546

 
85,078

 

 
133,393

Impairment loss

 
22,994

 
83,427

 

 
106,421

Other expenses
17

 
3,678

 
(415
)
 

 
3,280

Total operating expenses
7,896

 
920,470

 
205,203

 
(175,402
)
 
958,167

Operating loss
562

 
(57,789
)
 
(37,931
)
 

 
(95,158
)
Interest expense, net
(81,494
)
 
(4,770
)
 
(53,229
)
 

 
(139,493
)
Debt extinguishment
(1,658
)
 
46,436

 
(465
)
 

 
44,313

Loss before equity in income from
   unconsolidated entities and
   noncontrolling interests
(82,590
)
 
(16,123
)
 
(91,625
)
 

 
(190,338
)
Equity in loss from consolidated
   entities
(152,326
)
 

 

 
152,326

 

Equity in income from
   unconsolidated entities
17,218

 
(618
)
 
316

 

 
16,916

Loss from continuing operations
(217,698
)
 
(16,741
)
 
(91,309
)
 
152,326

 
(173,422
)
Discontinued operations
(6,224
)
 
(9,918
)
 
(36,273
)
 

 
(52,415
)
Net loss
(223,922
)
 
(26,659
)
 
(127,582
)
 
152,326

 
(225,837
)
Net loss attributable to
   noncontrolling interests

 
1,134

 
781

 

 
1,915

Net loss attributable to FelCor LP
(223,922
)
 
(25,525
)
 
(126,801
)
 
152,326

 
(223,922
)
Preferred distributions
(38,713
)
 

 

 

 
(38,713
)
Net loss attributable to FelCor LP
   unitholders
$
(262,635
)
 
$
(25,525
)
 
$
(126,801
)
 
$
152,326

 
$
(262,635
)



105


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


24.
Consolidating Financial Information — (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
For the Year Ended December 31, 2009
(in thousands)

 

FelCor LP
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 

Eliminations
 
Total
Consolidated
Revenues:
 
 
 
 
 
 
 
 
 
Hotel operating revenue
$

 
$
809,155

 
$

 
$

 
$
809,155

Percentage lease revenue
12,227

 

 
140,762

 
(152,989
)
 

Other revenue
6

 
2,535

 
302

 

 
2,843

Total revenue
12,233

 
811,690

 
141,064

 
(152,989
)
 
811,998

Expenses:
 
 
 
 
 
 
 
 
 
Hotel operating expenses

 
558,509

 

 

 
558,509

Taxes, insurance and lease expense
2,125

 
212,969

 
22,528

 
(152,989
)
 
84,633

Corporate expenses
772

 
13,906

 
9,538

 

 
24,216

Depreciation and amortization
7,956

 
45,875

 
77,724

 

 
131,555

Other expenses
95

 
3,775

 
137

 

 
4,007

Total operating expenses
10,948

 
835,034

 
109,927

 
(152,989
)
 
802,920

Operating income
1,285

 
(23,344
)
 
31,137

 

 
9,078

Interest expense, net
(43,507
)
 
(12,555
)
 
(43,512
)
 

 
(99,574
)
Debt extinguishment
(1,721
)
 

 

 

 
(1,721
)
Gain on sale of assets

 

 
723

 

 
723

Loss before equity in loss from
   unconsolidated entities and
   noncontrolling interests
(43,943
)
 
(35,899
)
 
(11,652
)
 

 
(91,494
)
Equity in loss from consolidated
   entities
(62,653
)
 

 

 
62,653

 

Equity in loss from unconsolidated
   entities
(1,899
)
 
(755
)
 
(2,160
)
 

 
(4,814
)
Loss from continuing operations
(108,495
)
 
(36,654
)
 
(13,812
)
 
62,653

 
(96,308
)
Discontinued operations
(299
)
 
(9,767
)
 
(2,717
)
 

 
(12,783
)
Net loss
(108,794
)
 
(46,421
)
 
(16,529
)
 
62,653

 
(109,091
)
Net (income) loss attributable to
   noncontrolling interests

 
(180
)
 
477

 

 
297

Net loss attributable to FelCor LP
(108,794
)
 
(46,601
)
 
(16,052
)
 
62,653

 
(108,794
)
Preferred distributions
(38,713
)
 

 

 

 
(38,713
)
Net loss attributable to FelCor LP
   unitholders
$
(147,507
)
 
$
(46,601
)
 
$
(16,052
)
 
$
62,653

 
$
(147,507
)


106


FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


24.
Consolidating Financial Information — (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2011
(in thousands)
 

FelCor LP
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 
Total
Consolidated
Cash flows from (used in) operating activities
$
(84,542
)
 
$
57,413

 
$
72,994

 
$
45,865

Cash flows from (used in) investing activities
11,009

 
(143,371
)
 
(80,058
)
 
(212,420
)
Cash flows from (used in) financing activities
(58,314
)
 
109,378

 
8,343

 
59,407

Effect of exchange rates changes on cash

 
(66
)
 

 
(66
)
Change in cash and cash equivalents
(131,847
)
 
23,354

 
1,279

 
(107,214
)
Cash and cash equivalents at beginning of period
155,350

 
43,647

 
1,975

 
200,972

Cash and equivalents at end of period
$
23,503

 
$
67,001

 
$
3,254

 
$
93,758


FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2010
(in thousands)
 

FelCor LP
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 
Total
Consolidated
Cash flows from (used in) operating activities
$
(64,668
)
 
$
20,644

 
$
102,836

 
$
58,812

Cash flows from (used in) investing activities
20,366

 
(114,324
)
 
(25,504
)
 
(119,462
)
Cash flows from (used in) financing activities
(24,874
)
 
100,111

 
(77,528
)
 
(2,291
)
Effect of exchange rates changes on cash

 
382

 

 
382

Change in cash and cash equivalents
(69,176
)
 
6,813

 
(196
)
 
(62,559
)
Cash and cash equivalents at beginning of period
224,526

 
36,834

 
2,171

 
263,531

Cash and equivalents at end of period
$
155,350

 
$
43,647

 
$
1,975

 
$
200,972


FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
For the Year Ended December 31, 2009
(in thousands)
 

FelCor LP
 
Subsidiary
Guarantors
 
Non-Guarantor
Subsidiaries
 
Total
Consolidated
Cash flows from (used in) operating activities
$
(12,636
)
 
$
3,073

 
$
82,470

 
$
72,907

Cash flows from (used in) investing activities
3,876

 
(17,111
)
 
(33,728
)
 
(46,963
)
Cash flows from (used in) financing activities
225,567

 
9,282

 
(49,021
)
 
185,828

Effect of exchange rates changes on cash

 
1,572

 

 
1,572

Change in cash and cash equivalents
216,807

 
(3,184
)
 
(279
)
 
213,344

Cash and cash equivalents at beginning of period
7,719

 
40,018

 
2,450

 
50,187

Cash and equivalents at end of period
$
224,526

 
$
36,834

 
$
2,171

 
$
263,531


107


FELCOR LODGING TRUST INCORPORATED and FELCOR LODGING LIMITED PARTNERSHIP
Schedule III – Real Estate and Accumulated Depreciation
as of December 31, 2011
(in thousands)

 
 
 
 


Initial Cost
 
Cost Capitalized
Subsequent to
Acquisition
 
Gross Amounts at
Which Carried
at Close of Period
 
 
 

Accumulated
Depreciation
Buildings &
Improvements
 
 
 
 
 

Life Upon
Which
Depreciation
is Computed

Location
 

Encumbrances
 

Land
 
Building and
Improvements
 

Land
 
Building and
Improvements
 

Land
 
Building and
Improvements
 

Total
 
 
Year
Opened
 
Date
Acquired
 
Birmingham, AL (a)
 
$
16,420

 
$
2,843

 
$
29,286

 
$

 
$
4,249

 
$
2,843

 
$
33,535

 
$
36,378

 
$
12,643

 
1987
 
1/3/1996
 
15 - 40 Yrs
Phoenix - Biltmore, AZ (a)
 
18,353

 
4,694

 
38,998

 

 
3,788

 
4,694

 
42,786

 
47,480

 
16,481

 
1985
 
1/3/1996
 
15 - 40 Yrs
Phoenix – Crescent, AZ (b)
 

 
3,608

 
29,583

 

 
1,934

 
3,608

 
31,517

 
35,125

 
10,708

 
1986
 
6/30/1997
 
15 - 40 Yrs
Anaheim – North, CA (a)
 
19,419

 
2,548

 
14,832

 

 
1,927

 
2,548

 
16,759

 
19,307

 
6,511

 
1987
 
1/3/1996
 
15 - 40 Yrs
Dana Point – Doheny Beach, CA (c)
 
(l)

 
1,787

 
15,545

 

 
4,255

 
1,787

 
19,800

 
21,587

 
6,853

 
1992
 
2/21/1997
 
15 - 40 Yrs
Indian Wells – Esmeralda Resort & Spa, CA (d)
 
(k)

 
30,948

 
73,507

 

 
1,944

 
30,948

 
75,451

 
106,399

 
7,633

 
1989
 
12/16/2007
 
15 - 40 Yrs
Los Angeles – International Airport – South, CA (a)
 
(k)

 
2,660

 
17,997

 

 
2,012

 
2,660

 
20,009

 
22,669

 
8,328

 
1985
 
3/27/1996
 
15 - 40 Yrs
Milpitas – Silicon Valley, CA(a)
 
10,676

 
4,021

 
23,677

 

 
4,063

 
4,021

 
27,740

 
31,761

 
10,524

 
1987
 
1/3/1996
 
15 - 40 Yrs
Napa Valley, CA (a)
 
14,936

 
2,218

 
14,205

 

 
3,641

 
2,218

 
17,846

 
20,064

 
6,436

 
1985
 
5/8/1996
 
15 - 40 Yrs
Oxnard - Mandalay Beach – Hotel & Resort, CA (a)
 
(l)

 
2,930

 
22,125

 

 
8,568

 
2,930

 
30,693

 
33,623

 
10,816

 
1986
 
5/8/1996
 
15 - 40 Yrs
San Diego – On the Bay, CA (e)
 
(j)

 

 
68,229

 

 
9,597

 

 
77,826

 
77,826

 
31,913

 
1965
 
7/28/1998
 
15 - 40 Yrs
San Francisco – Airport/Burlingame, CA (a)
 
(j)

 

 
39,929

 

 
2,958

 

 
42,887

 
42,887

 
16,619

 
1986
 
11/6/1995
 
15 - 40 Yrs
San Francisco – Airport/South San Francisco, CA (a)
 
24,131

 
3,418

 
31,737

 

 
4,035

 
3,418

 
35,772

 
39,190

 
13,764

 
1988
 
1/3/1996
 
15 - 40 Yrs
San Francisco - Fisherman’s Wharf, CA (e)
 
(j)

 

 
61,883

 

 
17,040

 

 
78,923

 
78,923

 
38,035

 
1970
 
7/28/1998
 
15 - 40 Yrs
San Francisco –Union Square, CA (f)
 
(j)

 
8,466

 
73,684

 
(434
)
 
50,220

 
8,032

 
123,904

 
131,936

 
32,572

 
1970
 
7/28/1998
 
15 - 40 Yrs
Santa Barbara – Goleta, CA (e)
 
(l)

 
1,683

 
14,647

 
4

 
1,579

 
1,687

 
16,226

 
17,913

 
5,366

 
1969
 
7/28/1998
 
15 - 40 Yrs
Santa Monica Beach – at the Pier, CA (e)
 
(l)

 
10,200

 
16,580

 

 
352

 
10,200

 
16,932

 
27,132

 
3,307

 
1967
 
3/11/2004
 
15 - 40 Yrs
Toronto - Airport, Canada (e)
 
(j)

 

 
21,041

 

 
16,814

 

 
37,855

 
37,855

 
13,406

 
1970
 
7/28/1998
 
15 - 40 Yrs
Wilmington, DE (c)
 

 
1,379

 
12,487

 

 
11,270

 
1,379

 
23,757

 
25,136

 
8,167

 
1972
 
3/20/1998
 
15 - 40 Yrs
Boca Raton, FL (a)
 
(l)

 
1,868

 
16,253

 

 
3,216

 
1,868

 
19,469

 
21,337

 
8,770

 
1989
 
2/28/1996
 
15 - 40 Yrs
Deerfield Beach – Resort & Spa, FL (a)
 
23,390

 
4,523

 
29,443

 
68

 
6,341

 
4,591

 
35,784

 
40,375

 
13,300

 
1987
 
1/3/1996
 
15 - 40 Yrs

108


FELCOR LODGING TRUST INCORPORATED and FELCOR LODGING LIMITED PARTNERSHIP
Schedule III – Real Estate and Accumulated Depreciation – (continued)
as of December 31, 2011
(in thousands)
 
 
 
 


Initial Cost
 
Cost Capitalized
Subsequent to
Acquisition
 
Gross Amounts at
Which Carried
at Close of Period
 
 
 

Accumulated
Depreciation
Buildings &
Improvements
 
 
 
 
 

Life Upon
Which
Depreciation
is Computed

Location
 

Encumbrances
 

Land
 
Building and
Improvements
 

Land
 
Building and
Improvements
 

Land
 
Building and
Improvements
 

Total
 
 
Year
Opened
 
Date
Acquired
 
Ft. Lauderdale – 17th Street, FL (a)
 
$
18,964

 
$
5,329

 
$
47,850

 
(163
)
 
$
5,882

 
$
5,166

 
$
53,732

 
$
58,898

 
$
20,711

 
1986
 
1/3/1996
 
15 - 40 Yrs
Ft. Lauderdale – Cypress Creek, FL (b)
 
13,759

 
3,009

 
26,177

 

 
2,752

 
3,009

 
28,929

 
31,938

 
9,227

 
1986
 
5/4/1998
 
15 - 40 Yrs
Jacksonville – Baymeadows, FL (a)
 
19,415

 
1,130

 
9,608

 

 
8,344

 
1,130

 
17,952

 
19,082

 
6,949

 
1986
 
7/28/1994
 
15 - 40 Yrs
Miami – International Airport, FL (a)
 
17,618

 
4,135

 
24,950

 

 
6,249

 
4,135

 
31,199

 
35,334

 
11,471

 
1983
 
1/3/1996
 
15 - 40 Yrs
Orlando – International Airport, FL (e)
 
8,445

 
2,549

 
22,188

 
6

 
3,421

 
2,555

 
25,609

 
28,164

 
8,580

 
1984
 
7/28/1998
 
15 - 40 Yrs
Orlando – International Drive South/Convention,  FL (a)
 
19,827

 
1,632

 
13,870

 

 
3,177

 
1,632

 
17,047

 
18,679

 
7,254

 
1985
 
7/28/1994
 
15 - 40 Yrs
Orlando – Walt Disney World Resort, FL (c)
 
(j)

 

 
28,092

 

 
1,780

 

 
29,872

 
29,872

 
13,398

 
1987
 
7/28/1997
 
15 - 40 Yrs
St. Petersburg – Vinoy Resort & Golf Club, FL (d)
 
(k)

 

 
100,823

 

 
4,795

 

 
105,618

 
105,618

 
11,499

 
1925
 
12/16/2007
 
15 - 40 Yrs
Tampa – Tampa Bay, FL (c)
 
10,658

 
2,142

 
18,639

 
1

 
2,934

 
2,143

 
21,573

 
23,716

 
7,717

 
1986
 
7/28/1997
 
15 - 40 Yrs
Atlanta – Airport, GA (a)
 
11,636

 
2,568

 
22,342

 

 
3,713

 
2,568

 
26,055

 
28,623

 
8,287

 
1989
 
5/4/1998
 
15 - 40 Yrs
Atlanta – Buckhead, GA (a)
 
34,327

 
7,303

 
38,996

 
(300
)
 
2,873

 
7,003

 
41,869

 
48,872

 
15,645

 
1988
 
10/17/1996
 
15 - 40 Yrs
Atlanta – Galleria, GA (b)
 
17,199

 
5,052

 
28,507

 

 
2,252

 
5,052

 
30,759

 
35,811

 
10,723

 
1990
 
6/30/1997
 
15 - 40 Yrs
Atlanta – Gateway-Atlanta Airport, GA (b)
 
(j)

 
5,113

 
22,857

 

 
1,889

 
5,113

 
24,746

 
29,859

 
8,733

 
1986
 
6/30/1997
 
15 - 40 Yrs
Indianapolis – North, IN (a)
 
10,876

 
5,125

 
13,821

 

 
6,529

 
5,125

 
20,350

 
25,475

 
10,183

 
1986
 
8/1/1996
 
15 - 40 Yrs
Baton Rouge, LA (a)
 
11,633

 
2,350

 
19,092

 
1

 
2,655

 
2,351

 
21,747

 
24,098

 
8,298

 
1985
 
1/3/1996
 
15 - 40 Yrs
New Orleans – Convention Center, LA (a)
 

 
3,647

 
31,993

 

 
8,489

 
3,647

 
40,482

 
44,129

 
16,567

 
1984
 
12/1/1994
 
15 - 40 Yrs
New Orleans – French Quarter, LA (e)
 
(j)

 

 
50,732

 

 
9,565

 

 
60,297

 
60,297

 
20,214

 
1969
 
7/28/1998
 
15 - 40 Yrs
Boston – at Beacon Hill, MA(e)
 
(j)

 

 
45,192

 

 
9,263

 

 
54,455

 
54,455

 
24,472

 
1968
 
7/28/1998
 
15 - 40 Yrs
Boston – Copley Plaza, MA(h)
 
(k)

 
27,600

 
62,500

 

 
2,105

 
27,600

 
64,605

 
92,205

 
2,110

 
1912
 
8/18/2010
 
15 - 40 Yrs
Boston – Marlborough, MA (a)
 
20,392

 
948

 
8,143

 
761

 
14,792

 
1,709

 
22,935

 
24,644

 
8,393

 
1988
 
6/30/1995
 
15 - 40 Yrs

109


FELCOR LODGING TRUST INCORPORATED and FELCOR LODGING LIMITED PARTNERSHIP
Schedule III – Real Estate and Accumulated Depreciation – (continued)
as of December 31, 2011
(in thousands)
 
 
 
 


Initial Cost
 
Cost Capitalized
Subsequent to
Acquisition
 
Gross Amounts at
Which Carried
at Close of Period
 
 
 

Accumulated
Depreciation
Buildings &
Improvements
 
 
 
 
 

Life Upon
Which
Depreciation
is Computed

Location
 

Encumbrances
 

Land
 
Building and
Improvements
 

Land
 
Building and
Improvements
 

Land
 
Building and
Improvements
 

Total
 
 
Year
Opened
 
Date
Acquired
 
Baltimore – at BWI Airport, MD(a)
 
$
20,653

 
$
2,568

 
$
22,433

 
$
(2
)
 
$
4,114

 
$
2,566

 
$
26,547

 
29,113

 
9,503

 
1987
 
3/20/1997
 
15 - 40 Yrs
Bloomington, MN(a)
 
15,102

 
2,038

 
17,731

 

 
3,128

 
2,038

 
20,859

 
22,897

 
7,470

 
1980
 
2/1/1997
 
15 - 40 Yrs
Minneapolis – Airport, MN(a)
 
18,797

 
5,417

 
36,508

 
24

 
2,252

 
5,441

 
38,760

 
44,201

 
15,241

 
1986
 
11/6/1995
 
15 - 40 Yrs
St Paul – Downtown, MN(a)
 

 
1,156

 
17,315

 

 
1,762

 
1,156

 
19,077

 
20,233

 
7,449

 
1983
 
11/15/1995
 
15 - 40 Yrs
Charlotte – SouthPark, NC (c)
 
(l)

 
1,458

 
12,681

 

 
3,283

 
1,458

 
15,964

 
17,422

 
4,137

 
N/A
 
7/12/2002
 
15 - 40 Yrs
Raleigh/Durham, NC (c)
 
14,230

 
2,124

 
18,476

 

 
2,549

 
2,124

 
21,025

 
23,149

 
7,160

 
1987
 
7/28/1997
 
15 - 40 Yrs
New York - Morgans
 
(k)

 
16,200

 
29,872

 

 
193

 
16,200

 
30,065

 
46,265

 
436

 
1984
 
5/23/2011
 
15 - 40 Yrs
New York - Royalton
 
(k)

 
32,500

 
48,423

 

 
484

 
32,500

 
48,907

 
81,407

 
708

 
1988
 
5/23/2011
 
15 - 40 Yrs
Philadelphia – Historic District, PA (e)
 
(l)

 
3,164

 
27,535

 
7

 
9,899

 
3,171

 
37,434

 
40,605

 
13,702

 
1972
 
7/28/1998
 
15 - 40 Yrs
Philadelphia – Society Hill, PA(b)
 
42,864

 
4,542

 
45,121

 

 
8,716

 
4,542

 
53,837

 
58,379

 
18,146

 
1986
 
10/1/1997
 
15 - 40 Yrs
Pittsburgh – at University Center (Oakland), PA (e)
 
(l)

 

 
25,031

 

 
3,341

 

 
28,372

 
28,372

 
9,832

 
1988
 
11/1/1998
 
15 - 40 Yrs
Charleston – Mills House, SC(e)
 
21,018

 
3,251

 
28,295

 
7

 
5,148

 
3,258

 
33,443

 
36,701

 
10,557

 
1982
 
7/28/1998
 
15 - 40 Yrs
Myrtle Beach – Oceanfront Resort, SC (a)
 
(j)

 
2,940

 
24,988

 

 
6,024

 
2,940

 
31,012

 
33,952

 
10,842

 
1987
 
12/5/1996
 
15 - 40 Yrs
Myrtle Beach Resort (g)
 
(l)

 
9,000

 
19,844

 
6

 
29,940

 
9,006

 
49,784

 
58,790

 
10,958

 
1974
 
7/23/2002
 
15 - 40 Yrs
Nashville – Airport – Opryland Area, TN (a)
 
(l)

 
1,118

 
9,506

 

 
1,892

 
1,118

 
11,398

 
12,516

 
5,251

 
1985
 
7/28/1994
 
15 - 40 Yrs
Nashville – Opryland – Airport (Briley Parkway), TN(e)
 
(j)

 

 
27,734

 

 
3,381

 

 
31,115

 
31,115

 
14,225

 
1981
 
7/28/1998
 
15 - 40 Yrs
Austin, TX (c)
 
8,288

 
2,508

 
21,908

 

 
3,562

 
2,508

 
25,470

 
27,978

 
9,261

 
1987
 
3/20/1997
 
15 - 40 Yrs
Dallas – Love Field, TX (a)
 
13,580

 
1,934

 
16,674

 

 
3,865

 
1,934

 
20,539

 
22,473

 
7,966

 
1986
 
3/29/1995
 
15 - 40 Yrs
Dallas – Park Central, TX (i)
 

 
4,513

 
43,125

 
762

 
7,967

 
5,275

 
51,092

 
56,367

 
17,943

 
1983
 
6/30/1997
 
15 - 40 Yrs
Houston - Medical Center, TX(e)
 
(l)

 

 
22,027

 

 
6,161

 

 
28,188

 
28,188

 
8,770

 
1984
 
7/28/1998
 
15 - 40 Yrs
San Antonio - International Airport, TX (e)
 
19,587

 
3,351

 
29,168

 
(185
)
 
4,024

 
3,166

 
33,192

 
36,358

 
11,234

 
1981
 
7/28/1998
 
15 - 40 Yrs
Burlington Hotel & Conference Center, VT (b)
 
30,482

 
3,136

 
27,283

 
(2
)
 
2,944

 
3,134

 
30,227

 
33,361

 
10,505

 
1967
 
12/4/1997
 
15 - 40 Yrs
Total hotels
 
$
546,675

 
$
272,344

 
$
1,873,718

 
$
561

 
$
377,891

 
$
272,905

 
$
2,251,609

 
$
2,524,514

 
$
723,879

 
 
 
 
 
 
Other properties (less than 5% of total)
 
$

 
$
550

 
$
3,686

 
$

 
$
180

 
$
550

 
$
3,866

 
$
4,416

 
$
103

 
 
 
 
 
 
Total
 
$
546,675

 
$
272,894

 
$
1,877,404


$
561


$
378,071


$
273,455


$
2,255,475


$
2,528,930


$
723,982

 
 
 
 
 
 

110



FELCOR LODGING TRUST INCORPORATED AND
FELCOR LODGING LIMITED PARTNERSHIP

Schedule III – Real Estate and Accumulated Depreciation – (continued)
as of December 31, 2011
(in thousands)


(a)      Embassy Suites Hotel
(b)      Sheraton
(c)      Doubletree Guest Suites
(d)      Renaissance Resort
(e)      Holiday Inn
(f)      Marriott
(g)      Hilton
(h)    Fairmont
(i)      Westin
(j)      This hotel provides collateral for our 10% senior notes due in 2014.
(k)    This hotel provides collateral for our 6.75% senior notes due in 2019.
(l)    This hotel provides collateral for our $225 million line of credit.

 
 
Year Ended December 31,
 
 
2011
 
2010
 
2009
Reconciliation of Land and Buildings and Improvements
 
 
 
 
 
 
Balance at beginning of period
 
$
2,609,050

 
$
2,541,962

 
$
2,586,034

Additions during period:
 
 
 
 
 
 
Acquisitions
 
131,231

 
90,100

 

Improvements
 
34,981

 
22,863

 
51,895

Deductions during period:
 
 
 
 
 
 
Disposition of properties
 
(246,332
)
 

 
(95,967
)
Foreclosures
 

 
(45,875
)
 

Balance at end of period before impairment charges
 
2,528,930

 
2,609,050

 
2,541,962

Cumulative impairment charges on real estate assets owned at
end of period
 
(151,408
)
 
(179,477
)
 
(49,680
)
Balance at end of period
 
$
2,377,522

 
$
2,429,573

 
$
2,492,282

Reconciliation of Accumulated Depreciation
 
 
 
 
 
 
Balance at beginning of period
 
$
729,420

 
$
672,160

 
$
629,920

Additions during period:
 
 
 
 
 
 
Depreciation for the period
 
68,826

 
71,821

 
69,408

Deductions during period:
 
 
 
 
 
 
Disposition of properties
 
(74,264
)
 
(14,561
)
 
(27,168
)
Balance at end of period
 
$
723,982

 
$
729,420

 
$
672,160




111


Item 9.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Controls and Procedures (FelCor)

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of FelCor’s management, including its chief executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of FelCor's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report (the “Evaluation Date”).  Based on this evaluation, our chief executive officer and principal financial officer concluded, as of the Evaluation Date, that FelCor's disclosure controls and procedures were effective, such that the information relating to FelCor required to be disclosed in its reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to its management, including its chief executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting.

There have not been any changes in FelCor's internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934) during the fourth quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting.

FelCor's management is responsible for establishing and maintaining adequate internal control over financial reporting.  A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

FelCor's management assessed the effectiveness of its internal control over financial reporting as of December 31, 2011 .  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on our assessment, FelCor has concluded that, as of December 31, 2011 , its internal control over financial reporting is effective, based on those criteria.

The effectiveness of FelCor's internal control over financial reporting as of December 31, 2011 1, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm as stated in their report, which appears in Item 8 of this report.

Controls and Procedures (FelCor LP)

Evaluation of Disclosure Controls and Procedures.

Under the supervision and with the participation of FelCor’s management, including its chief executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of FelCor LP's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report (the “Evaluation Date”).  Based on this

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evaluation, FelCor's chief executive officer and principal financial officer concluded, as of the Evaluation Date, that FelCor LP's disclosure controls and procedures were effective, such that the information relating to FelCor LP required to be disclosed in its reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to FelCor's management, including FelCor's chief executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting.

There have not been any changes in FelCor LP's internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities Exchange Act of 1934) during the fourth quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting.

FelCor's management is responsible for establishing and maintaining adequate internal control over financial reporting.  A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

FelCor's management assessed the effectiveness of FelCor LP's internal control over financial reporting as of December 31, 2011 .  In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on our assessment, FelCor LP has concluded that, as of December 31, 2011 , its internal control over financial reporting is effective, based on those criteria.

The effectiveness of FelCor LP's internal control over financial reporting as of December 31, 2011 1, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm as stated in their report, which appears in Item 8 of this report.


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PART III

Item 10.    Directors, Executive Officers of the Registrant and Corporate Governance

The information called for by this Item is contained in FelCor's definitive Proxy Statement for its 2012 Annual Meeting of Stockholders, and is incorporated herein by reference.

Item 11.    Executive Compensation

The information called for by this Item is contained in FelCor's definitive Proxy Statement for its 2012 Annual Meeting of Stockholders, and is incorporated herein by reference.

Item 12.      Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information called for by this Item is contained in FelCor's definitive Proxy Statement for its 2012 Annual Meeting of Stockholders, or in Item 5 of this report, and is incorporated herein by reference.

Item 13.    Certain Relationships, Related Transactions and Director Independence

The information called for by this Item is contained in FelCor's definitive Proxy Statement for its 2012 Annual Meeting of Stockholders, and is incorporated herein by reference.

Item 14.    Principal Accountant Fees and Services

The information called for by this Item is contained in FelCor's definitive Proxy Statement for its 2012 Annual Meeting of Stockholders, and is incorporated herein by reference.


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PART IV

Item 15.    Exhibits and Financial Statement Schedules

(a)     The following is a list of documents filed as a part of this report:

(1)    Financial Statements.

All financial statements of the registrants are included herein under Item 8 of this report.

(2)    Financial Statement Schedules.

The following financial statement schedule is included herein under Item 8 of this report.

Schedule III - Real Estate and Accumulated Depreciation for FelCor Lodging Trust Incorporated

All other schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions, are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted.

(b)    Exhibits.

The following exhibits are provided pursuant to the provisions of Item 601 of Regulation S-K:

Exhibit
Number
 
Description of Exhibit
 
 
 
3.1
Articles of Amendment and Restatement dated June 22, 1995, amending and restating the Charter of FelCor Lodging Trust Incorporated (“FelCor”), as amended or supplemented by Articles of Merger dated June 23, 1995, Articles Supplementary dated April 30, 1996, Articles of Amendment dated August 8, 1996, Articles of Amendment dated June 16, 1997, Articles of Amendment dated October 30, 1997, Articles Supplementary filed May 6, 1998, Articles of Merger and Articles of Amendment dated July 27, 1998, Certificate of Correction dated March 11, 1999, Certificate of Correction to the Articles of Merger between FelCor and Bristol Hotel Company, dated August 30, 1999, Articles Supplementary, dated April 1, 2002, Certificate of Correction, dated March 29, 2004, to Articles Supplementary filed May 2, 1996, Articles Supplementary filed April 2, 2004, Articles Supplementary filed August 20, 2004, Articles Supplementary filed April 6, 2005, and Articles Supplementary filed August 29, 2005 (filed as Exhibit 4.1 to FelCor’s Registration Statement on Form S-3 (Registration No. 333-128862) and incorporated herein by reference).
 
 
3.2
Bylaws of FelCor Lodging Trust Incorporated (filed as Exhibit 3.1 to FelCor’s Form 8-K dated November 12, 2010 and incorporated herein by reference).
 
 
4.1
Form of Share Certificate for Common Stock (filed as Exhibit 4.1 to FelCor’s Form 10-Q for the quarter ended June 30, 1996 and incorporated herein by reference).
 
 
4.2
Form of Share Certificate for $1.95 Series A Cumulative Convertible Preferred Stock (filed as Exhibit 4.4 to FelCor’s Form 8-K, dated May 1, 1996, and incorporated herein by reference).

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4.3
Form of Share Certificate for 8% Series C Cumulative Redeemable Preferred Stock (filed as Exhibit 4.10.1 to FelCor’s Form 8-K, dated April 6, 2005, and incorporated herein by reference).
 
 
4.4
Deposit Agreement, dated April 7, 2005, between FelCor and SunTrust Bank, as preferred share depositary (filed as Exhibit 4.11.1 to FelCor’s Form 8-K, dated April 6, 2005, and incorporated herein by reference).
 
 
4.4.1
Supplement and Amendment to Deposit Agreement, dated August 30, 2005, between the Company and SunTrust Bank, as depositary (filed as Exhibit 4.11.2 to FelCor’s Form 8-K, dated April 6, 2005, and incorporated herein by reference).
 
 
4.5
Form of Depositary Receipt evidencing the Depositary Shares, which represent the 8% Series C Cumulative Redeemable Preferred Stock (filed as Exhibit 4.12.1 to FelCor’s Form 8-K, dated April 6, 2005, and incorporated herein by reference).
 
 
4.6
Indenture, dated as of October 1, 2009, by and between FelCor Escrow Holdings, L.L.C. and U.S. Bank National Association, as trustee (filed as Exhibit 4.1 to FelCor’s Form 8-K, dated October 1, 2009, and incorporated herein by reference).
 
 
4.6.1
First Supplemental Indenture dated as of October 12, 2009, by and between FelCor Escrow Holdings, L.L.C. and U.S. Bank National Association (filed as Exhibit 4.1 to FelCor’s Form 8‑K, dated October 13, 2009, and incorporated herein by reference).
 
 
4.6.2
Second Supplemental Indenture dated as of October 13, 2009, by and among FelCor, FelCor Lodging Limited Partnership (“FelCor LP”), certain subsidiary guarantors named therein, FelCor Holdings Trust, FelCor Escrow Holdings, L.L.C. and U.S. Bank National Association (filed as Exhibit 4.2 to FelCor’s Form 8-K dated, October 13, 2009, and incorporated herein by reference).
 
 
4.6.3
Third Supplemental Indenture dated as of March 23, 2010, by and among FelCor, FelCor LP, certain subsidiary guarantors named therein, FelCor Holdings Trust and U.S. Bank National Association (Filed as Exhibit 4.1 to FelCor's Form 10-Q for the quarter ended March 31, 2010, and incorporated herein by reference).
 
 
4.6.4
Fourth Supplemental Indenture, dated as of March 3, 2011, by and among FelCor Lodging Trust Incorporated, FelCor Lodging Limited Partnership, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee (filed as exhibit 4.4 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference).
 
 
4.6.5
Fifth Supplemental Indenture, dated as of May 23, 2011, by and among FelCor Lodging Trust Incorporated, FelCor Lodging Limited Partnership, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee (filed as exhibit 4.5 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference).
 
 
4.7
Registration Rights Agreement dated October 1, 2009 to be effective as of October 13, 2009, by and among FelCor, FelCor LP, certain subsidiary guarantors named therein, and J.P. Morgan Securities Inc. on behalf of itself and the initial purchasers (filed as Exhibit 4.3 to FelCor’s Form 8-K, dated October 13, 2009, and incorporated herein by reference).
 
 

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4.8.1
Indenture, dated as of May 10, 2011, by and between FelCor Escrow Holdings, L.L.C. and Wilmington Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as Collateral Agent, Registrar and Paying Agent (filed as exhibit 4.1 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference).
 
 
4.8.2
First Supplemental Indenture, dated as of May 23, 2011, by and among FelCor Escrow Holdings, L.L.C., FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated, certain of their subsidiaries, as guarantors, and Wilmington Trust Company, as trustee, and Deutsche Bank Trust Company Americas, as Collateral Agent, Registrar and Paying Agent (filed as exhibit 4.2 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference).
 
 
4.9
Registration Rights Agreement, dated May 10, 2011, among FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated, the subsidiary guarantors named therein, and J.P. Morgan Securities LLC (filed as exhibit 4.3 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference).
 

10.1
Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of December 31, 2001 (filed as Exhibit 10.1 to FelCor’s Form 10-K for the fiscal year ended December 31, 2001 (the “2001 Form 10-K”) and incorporated herein by reference).
 
 
10.1.1
First Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated April 1, 2002 (filed as Exhibit 10.1.1 to FelCor’s Form 8-K, dated April 1, 2002, and incorporated herein by reference).
 
 
10.1.2
Second Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated August 31, 2002 (filed as Exhibit 10.1.2 to FelCor’s Form 10-K for the fiscal year ended December 31, 2002 (the “2002 Form 10-K”), and incorporated herein by reference).
 
 
10.1.3
Third Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated October 1, 2002 (filed as Exhibit 10.1.3 to the 2002 Form 10-K and incorporated herein by reference).
 
 
10.1.4
Fourth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of July 1, 2003 (filed as Exhibit 10.1.4 to FelCor’s Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference).
 
 
10.1.5
Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of April 2, 2004 (filed as Exhibit 10.1.5 to FelCor’s Form 10-Q for the quarter ended March 31, 2004, and incorporated herein by reference).
 
 
10.1.6
Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of August 23, 2004 (filed as Exhibit 10.1.6 to FelCor’s Form 8-K, dated August 26, 2004, and incorporated herein by reference).
 
 
10.1.7
Seventh Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of April 7, 2005, which contains Addendum No. 4 to the Second Amended and Restated Agreement of Limited Partnership of FelCor Lodging Limited Partnership (filed as Exhibit 10.1.8 to FelCor’s Form 8-K, dated April 6, 2005, and incorporated herein by reference).
 
 

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10.1.8
Eighth Amendment to Second Amended and Restated Agreement of Limited Partnership of FelCor LP, dated as of August 30, 2005 (filed as Exhibit 10.1.9 to FelCor’s Form 8-K, dated August 29, 2005, and incorporated herein by reference).
 
 
10.2.1
Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of InterContinental Hotels, as manager, with respect to FelCor’s InterContinental Hotels branded hotels (included as an exhibit to the Leasehold Acquisition Agreement, which was filed as Exhibit 10.28 to FelCor’s Form 10-Q for the quarter ended March 31, 2001, and incorporated herein by reference).
 
 
10.2.2
Omnibus Agreement between FelCor and all its various subsidiaries, controlled entities and affiliates, and Six Continents Hotels, Inc. and all its various subsidiaries, controlled entities and affiliates, with respect to FelCor’s InterContinental Hotels branded hotels (filed as Exhibit 10.2.2 to FelCor’s Form 10-K for the fiscal year ended December 31, 2005 (the “2005 Form 10‑K”), and incorporated herein by reference).
 
 
10.3.1
Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of Hilton Hotels Corporation, as manager, with respect to FelCor’s Embassy Suites Hotels branded hotels, including the form of Embassy Suites Hotels License Agreement attached as an exhibit thereto, effective prior to July 28, 2004 (filed as Exhibit 10.5 to the 2001 Form 10-K, and incorporated herein by reference).
 
 
10.3.2
Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of Hilton Hotels Corporation, as manager, with respect to FelCor’s Embassy Suites Hotels branded hotels, including the form of Embassy Suites Hotels License Agreement attached as an exhibit thereto, effective July 28, 2004 (filed as Exhibit 10.3.2 to FelCor’s Form 10-K for the fiscal year ended December 31, 2004 (the “2004 Form 10-K”), and incorporated herein by reference).
 
 
10.4
Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of Hilton Hotels Corporation, as manager, with respect to FelCor’s Doubletree and Doubletree Guest Suites branded hotels (filed as Exhibit 10.6 to the 2001 Form 10-K and incorporated herein by reference).
 
 
10.5
Form of Management Agreement between subsidiaries of FelCor, as owner, and a subsidiary of Starwood Hotels & Resorts, Inc., as manager, with respect to FelCor’s Sheraton and Westin branded hotels (filed as Exhibit 10.7 to the 2001 Form 10-K and incorporated herein by reference).
 
 
10.6
Executive Employment Agreement, dated effective as of February 1, 2006, between FelCor and Thomas J. Corcoran, Jr. (filed as Exhibit 10.36 to FelCor’s Form 8-K, dated February 7, 2006, and incorporated herein by reference).
 
 
10.6.1
Letter Agreement dated March 1, 2008 between Thomas J. Corcoran, Jr. and FelCor (filed as Exhibit 101 to FelCor’s Form 10-Q for the quarter ended March 31, 2008, and incorporated herein by reference).
 
 
10.7
Executive Employment Agreement dated October 19, 2007, between FelCor and Richard A. Smith (filed as Exhibit 10.1 to FelCor’s Form 10-Q for the quarter ended September 30, 2007, and incorporated herein by reference).
 
 


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10.8
Form of 2007 Change in Control and Severance Agreement between FelCor and each of Rick Smith, Andy Welch, Mike DeNicola, Troy Pentecost, Jon Yellen and Tom Corcoran (filed as Exhibit 10.1 to FelCor’s Form 8-K dated October 23, 2007, and incorporated herein by reference).
 
 
10.9
Savings and Investment Plan of FelCor (filed as Exhibit 10.10 to the 2001 Form 10-K and incorporated herein by reference).
 
 
10.10
2001 Restricted Stock and Stock Option Plan of FelCor (filed as Exhibit 10.14 to the 2002 Form 10-K and incorporated herein by reference).
 
 
10.11
Form of Nonstatutory Stock Option Contract under Restricted Stock and Stock Option Plans of FelCor (filed as Exhibit 10.16 to the 2004 Form 10-K and incorporated herein by reference).
 
 
10.12
Form of Employee Stock Grant Contract under Restricted Stock and Stock Option Plans of FelCor (filed as Exhibit 10.17 to the 2004 Form 10-K and incorporated herein by reference).
 
 
10.13
FelCor’s 2005 Restricted Stock and Stock Option Plan (as amended through August 9, 2011)(filed as Exhibit 4.4 to FelCor's Form 8-K, dated August 9, 2011, and incorporated herein by reference).
 
 
10.14
Form of Employee Stock Grant Contract under Restricted Stock and Stock Option Plans of FelCor applicable to grants in 2005 and thereafter (filed as Exhibit 10.33 to FelCor’s Form 8-K, dated April 26, 2005, and incorporated herein by reference).
 
 
10.15
Form of Employee Stock Grant and Supplemental Long-Term Cash Payment Agreement dated as of February 19, 2009 (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated February 20, 2009, and incorporated herein by reference).
 
 
10.15.1
Amendment to Employee Stock Grant and Supplemental Long-Term Cash Payment Agreement dated as of February 19, 2009 (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated December 28, 2009, and incorporated herein by reference).
 
 
10.16
Form of Restricted Payment Contract (filed as Exhibit 10.2 to FelCor’s Form 8-K, dated December 28, 2009, and incorporated herein by reference).
 
 
10.17
Form of Employee Stock Grant Contract (filed as Exhibit 10.3 to FelCor’s Form 8-K, dated December 28, 2009, and incorporated herein by reference).
 
 
10.18
Form of Indemnification Agreement by and among FelCor, FelCor LP and individual officers and directors of FelCor (filed as Exhibit 10.1 to FelCor’s 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference; superseding the form of Indemnification Agreement that was filed as Exhibit 10.1 to FelCor’s Form 8-K, dated November 9, 2006, and incorporated herein by reference).
 
 
10.19
Form of Guaranty Agreement by and among FelCor, FelCor LP and individual employees of FelCor (filed as Exhibit 10.2 to FelCor’s Form 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference).


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10.20
Summary of Amended Annual Compensation Program for Directors of FelCor (filed as exhibit 10.21 to FelCor's Form 10-K for the fiscal year ended December 31, 2009 and incorporated herein by reference).
 
 
10.21
Summary of FelCor’s Performance-Based Annual Incentive Compensation Programs (filed as Exhibit 10.1 to FelCor’s Form 8-K, dated February 18, 2010, and incorporated herein by reference).
 
 
10.22.1
Form of Loan Agreement, each dated either May 26, 2004, June 10, 2004 or July 19, 2004, between JPMorgan Chase Bank, as lender, and each of FelCor/JPM Boca Raton Hotel, L.L.C., FelCor/JPM Phoenix Hotel, L.L.C., FelCor/JPM Wilmington Hotel, L.L.C., FelCor/JPM Atlanta ES Hotel, L.L.C., FelCor/JPM Austin Holdings, L.P., FelCor/JPM Orlando Hotel, L.L.C., and FelCor/JPM BWI Hotel, L.L.C. and FCH/DT BWI Hotel, L.L.C., as borrowers, and acknowledged and agreed by FelCor LP (filed as Exhibit 10.34 to FelCor’s Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference).
 
 
10.22.2
Form of Mortgage, Renewal Mortgage, Deed of Trust, Deed to Secure Debt, Indemnity Deed of Trust and Assignment of Leases and Rents, Security Agreement and Fixture Filing, each dated either May 26, 2004, June 10, 2004 or July 19, 2004, from FelCor/JPM Wilmington Hotel, L.L.C., DJONT/JPM Wilmington Leasing, L.L.C., FelCor/JPM Phoenix Hotel, L.L.C., DJONT/JPM Phoenix Leasing, L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., DJONT/JPM Boca Raton Leasing, L.L.C., FelCor/JPM Atlanta ES Hotel, L.L.C., DJONT/JPM Atlanta ES Leasing, L.L.C., FelCor/JPM Austin Holdings, L.P., DJONT/JPM Austin Leasing, L.P., FelCor/JPM Orlando Hotel, L.L.C., DJONT/JPM Orlando Leasing, L.L.C., FCH/DT BWI Holdings, L.P., FCH/DT BWI Hotel, L.L.C. and DJONT/JPM BWI Leasing, L.L.C., to, and for the benefit of, JPMorgan Chase Bank, as mortgagee or beneficiary (filed as Exhibit 10.34.1 to FelCor’s Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference).
 
 
10.22.3
Form of seven separate Promissory Notes, each dated either May 26, 2004, June 10, 2004 or July 19, 2004, made by FelCor/JPM Wilmington Hotel, L.L.C., FelCor/JPM Phoenix Hotel, L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., FelCor/JPM Atlanta ES Hotel, L.L.C., FelCor/JPM Austin Holdings, L.P., FelCor/JPM Orlando Hotel, L.L.C., and FelCor/JPM BWI Hotel, L.L.C., each separately payable to the order of JPMorgan Chase Bank in the respective original principal amounts of $11,000,000 (Wilmington, Delaware), $21,368,000 (Phoenix, Arizona), $5,500,000 (Boca Raton, Florida), $13,500,000 (Atlanta, Georgia), $9,616,000 (Austin, Texas), $9,798,000 (Orlando, Florida), and $24,120,000 (Linthicum, Maryland) (filed as Exhibit 10.34.2 to FelCor’s Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference).
 
 
10.22.4
Form of Guaranty of Recourse of Borrower, each dated either May 26, 2004, June 10, 2004 or July 19, 2004, made by FelCor LP in favor of JPMorgan Chase Bank (filed as Exhibit 10.34.3 to FelCor's Form 10-Q for the quarter ended June 30, 2004, and incorporated herein by reference).
 
 
10.23.1
Loan Agreement, dated as of November 10, 2006, by and among FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C., as borrowers, and Bank of America, N.A., as lender, relating to a $250 million loan from lender to borrower (filed as Exhibit 10.35.1 to the FelCor’s Form 10-K for the fiscal year ended December 31, 2006 (the “2006 Form 10-K”), and incorporated herein by reference).
 
 

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10.23.1.1
First Amendment to Loan Agreement and Other Loan Documents, dated as of January 31, 2007, by and among FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C., as borrowers, and Bank of America, N.A., as lender (filed as Exhibit 10.35.1 to the 2006 Form 10-K and incorporated herein by reference).
 
 
10.23.2
Form of Mortgage, Deed of Trust and Security Agreement, each dated as of November 10, 2006, from FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C., as borrowers, in favor of Bank of America, N.A., as lender, each covering a separate hotel and securing the Mortgage Loan (filed as Exhibit 10.35.2 to the 2006 Form 10-K and incorporated herein by reference).
 
 
10.23.3
Form of Amended and Restated Promissory Note, each dated as of January 31, 2007, made by FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C. payable to the order of either Bank of America, N.A. or JPMorgan Chase Bank, N.A., as lender, in the original aggregate principal amount of $250 million (filed as Exhibit 10.35.3 to the 2006 Form 10-K and incorporated herein by reference).
 
 
10.23.4
Guaranty of Recourse Obligations of Borrowers, dated as of November 10, 2006, made by FelCor LP in favor of Bank of America, N.A. (filed as Exhibit 10.35.4 to the 2006 Form 10-K and incorporated herein by reference).
 
 
10.24.1
Loan Agreement, dated March 31, 2009, by and between FelCor/CSS (SPE), L.L.C., as borrower, The Prudential Insurance Company of America, as lender, and joined by DJONT Operations, L.L.C. (filed as Exhibit 10.3 to FelCor’s Form 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference).
10.24.2
Form of Mortgage and Security Agreement, dated March 31, 2009, executed by FelCor/CSS (SPE), L.L.C. and DJONT Operations, L.L.C. for the benefit of The Prudential Insurance Company of America (filed as Exhibit 10.4 to FelCor’s Form 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference).
 
 
10.24.3
Promissory Note, dated March 31, 2009, made by FelCor/CSS (SPE), L.L.C., as borrower, in favor of The Prudential Insurance Company of America (filed as Exhibit 10.5 to FelCor’s Form 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference).
 
 
10.24.4
Recourse Liabilities Guarantee, dated March 31, 2009, made by FelCor and FelCor LP in favor of The Prudential Insurance Company of America (filed as Exhibit 10.6 to FelCor’s Form 10-Q for the quarter ended March 31, 2009, and incorporated herein by reference).
 
 
10.25.1
Pledge Agreement dated October 13, 2009, by and among FelCor, FelCor LP, certain subsidiary pledgors named therein, FelCor Holdings Trust, and U.S. Bank National Association (filed as Exhibit 10.1 to FelCor’s Form 8-K dated October 13, 2009, and incorporated herein by reference).
 
 
10.25.2
Form of Mortgage, Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing by and among FelCor Lodging Trust Incorporated, FelCor Lodging Limited Partnership, certain of their subsidiaries, as guarantors, and U.S. Bank National Association, as trustee and collateral agent, relating to the 10% Senior Secured Notes due 2014 (Filed as exhibit 10.1 to the May 2010 Form 10-Q and incorporated herein by reference).

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10.26.1
Credit Agreement, dated as of May 3, 2010, by and among FelCor/CMB Buckhead Hotel, L.L.C., FelCor/CMB Marlborough Hotel, L.L.C., FelCor/CMB Corpus Holdings, L.P., FelCor/CMB Orsouth Holdings, L.P., FelCor/CMB SSF Holdings, L.P., FelCor S-4 Hotels (SPE), L.L.C., DJONT/CMB Buckhead Leasing, L.L.C., DJONT/CMB FCOAM, L.L.C., DJONT/CMB Corpus Leasing, L.L.C., DJONT/CMB Orsouth Leasing, L.L.C., DJONT/CMB SSF Leasing, L.L.C., FelCor S-4 Leasing (SPE), L.L.C., FCH/SH Leasing II, L.L.C., and Fortress Credit Corp. (as administrative agent and initial lender) (filed as exhibit 10.33.1 to FelCor's Registration Statement on Form S-11 (Registration File No. 333-166779) (“FelCor's S-11 filed May 13, 2010”) and incorporated herein by reference).
 
 
10.26.2
Form of Promissory Note, dated as of May 3, 2010, executed by FelCor/CMB Buckhead Hotel, L.L.C., FelCor/CMB Marlborough Hotel, L.L.C., FelCor/CMB Corpus Holdings, L.P., FelCor/CMB Orsouth Holdings, L.P., FelCor/CMB SSF Holdings, L.P., FelCor S-4 Hotels (SPE), L.L.C., DJONT/CMB Buckhead Leasing, L.L.C., DJONT/CMB FCOAM, L.L.C., DJONT/CMB Corpus Leasing, L.L.C., DJONT/CMB Orsouth Leasing, L.L.C., DJONT/CMB SSF Leasing, L.L.C., and FelCor S-4 Leasing (SPE), L.L.C. ) (filed as exhibit 10.33.2 to FelCor's S-11 filed May 13, 2010 and incorporated herein by reference).
 
 
10.26.3
Pledge and Security Agreement, dated as of May 3, 2010, by and among FelCor LP, DJONT Operations, L.L.C., FelCor TRS Holdings, L.L.C., FelCor/CSS Holdings, L.P., and Fortress Credit Corp. (filed as exhibit 10.33.3 to FelCor's S-11 filed May 13, 2010 and incorporated herein by reference).
 
 
10.26.4
Form of Mortgage, Fixture Filing and Security Agreement, dated as of May 3, 2010, granted by FelCor/CMB Buckhead Hotel, L.L.C., FelCor/CMB Marlborough Hotel, L.L.C., FelCor/CMB Corpus Holdings, L.P., FelCor/CMB Orsouth Holdings, L.P., FelCor/CMB SSF Holdings, L.P., FelCor S-4 Hotels (SPE), L.L.C., DJONT/CMB Buckhead Leasing, L.L.C., DJONT/CMB FCOAM, L.L.C., DJONT/CMB Corpus Leasing, L.L.C., DJONT/CMB Orsouth Leasing, L.L.C., DJONT/CMB SSF Leasing, L.L.C., and FelCor S-4 Leasing (SPE), L.L.C for the benefit of Fortress Credit Corp. (filed as exhibit 10.33.4 to FelCor's S-11 filed May 13, 2010 and incorporated herein by reference).
 
 
10.26.5
Guaranty, dated as of May 3, 2010, granted by FelCor LP in favor of Fortress Credit Corp. (filed as exhibit 10.33.5 to FelCor's S-11 filed May 13, 2010 and incorporated herein by reference).
 
 
10.26.6*
Second Amendment to Loan Agreement and Other Loan Documents, dated as of October 27, 2011, by and among FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C., as borrowers, FelCor LP, as guarantor, and Wells Fargo Bank, N.A., as trustee for Bear Stearns Commercial Mortgage Securities Trust 2007-BBA8 Commercial Mortgage Pass-Through Certificates Series 2007-BBA8, for itself and as Servicing Lender.
 
 
10.26.7*
Guaranty of Payment, dated as of October 27, 2011, made by FelCor LP in favor of Wells Fargo Bank, N.A., as trustee for Bear Stearns Commercial Mortgage Securities Trust 2007-BBA8 Commercial Mortgage Pass-Through Certificates Series 2007-BBA8, for itself and as Servicing Lender.
 
 
10.26.8*
Form of Mortgage, Deed of Trust and Security Agreement, each dated as of October 27, 2011, from FelCor/JPM Hotels, L.L.C. and DJONT/JPM Leasing, L.L.C., as borrowers, in favor of Wells Fargo Bank, N.A., as trustee for Bear Stearns Commercial Mortgage Securities Trust 2007-BBA8 Commercial Mortgage Pass-Through Certificates Series 2007-BBA8, for itself and as Servicing Lender, each covering a separate hotel and securing the Mortgage Loan.
 
 

122


10.27.1
Revolving Credit Agreement dated as of March 4, 2011, among FelCor/JPM Hospitality (SPE), L.L.C., DJONT/JPM Hospitality Leasing (SPE), L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., and DJONT/JPM Boca Raton Leasing, L.L.C., as borrowers, and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders that are parties thereto (filed as exhibit 10.1 to FelCor's Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).
 
 
10.27.2
Form of Revolving Note under the Revolving Credit Agreement, each dated as of March 4, 2011, made by FelCor/JPM Hospitality (SPE), L.L.C., DJONT/JPM Hospitality Leasing (SPE), L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., and DJONT/JPM Boca Raton Leasing, L.L.C., for the benefit of the lenders (filed as exhibit 10.2 to FelCor's Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).
 
 
10.27.3
Guaranty Agreement to the Revolving Credit Agreement dated as of March 4, 2011, by FelCor Lodging Trust Incorporated and FelCor Lodging Limited Partnership in favor of JPMorgan Chase Bank, N.A., as administrative agent, on behalf of the lenders (filed as exhibit 10.3 to FelCor's Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).
 
 
10.27.4
Form of Fee and Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing under the Revolving Credit Agreement dated as of March 4, 2011, granted by FelCor/JPM Hospitality (SPE), L.L.C., DJONT/JPM Hospitality Leasing (SPE), L.L.C., FelCor/JPM Boca Raton Hotel, L.L.C., and/or DJONT/JPM Boca Raton Leasing, L.L.C. for the benefit of JPMorgan Chase Bank, N.A., as administrative agent for the lenders (filed as exhibit 10.4 to FelCor's Form 10-Q for the quarter ended March 31, 2011, and incorporated herein by reference).
 
 
10.28.1
Form of [Fee and] Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (filed as exhibit 10.1 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference).
 
 
10.28.2
Pledge Agreement, dated as of May 23, 2011, among FelCor Lodging Limited Partnership, FelCor Lodging Trust Incorporated, the subsidiaries named therein, and Deutsche Bank Trust Company Americas, as Collateral Agent (filed as exhibit 10.2 to FelCor's Form 8-K, dated May 23, 2011, and incorporated herein by reference)..
 
 
21.1*
List of Subsidiaries of FelCor.
 
 
21.2*
List of Subsidiaries of FelCor LP.
 
 
23*
Consent of PricewaterhouseCoopers LLP.
 
 
31.1*
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor.
 
 
31.2*
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor.
 
 
31.3*
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP.
 
 
31.4*
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP.
 
 

123


32.1*
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) for FelCor.
 
 
32.2*
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350) for FelCor LP.
 
 
101.INS
XBRL Instance Document. Submitted electronically with this report.
 
 
101.SCH
XBRL Taxonomy Extension Schema Document. Submitted electronically with this report.
 
 
101.CAL
XBRL Taxonomy Calculation Linkbase Document. Submitted electronically with this report.
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document. Submitted electronically with this report.
 
 
101.LAB
XBRL Taxonomy Label Linkbase Document. Submitted electronically with this report.
 
 
101.PRE
XBRL Taxonomy Presentation Linkbase Document. Submitted electronically with this report.

----------------------
*Filed herewith

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) FelCor's Consolidated Balance Sheets at December 31, 2011 and 2010; (ii) FelCor's Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009; (iii) FelCor's Consolidated Statements of Comprehensive Income (Loss) for the years ended December 30, 2011, 2010 and 2009; (iv) FelCor's Consolidated Statements of Changes in Equity for the years ended December 31, 2011, 2010 and 2009; (v) FelCor's Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009; (vi) FelCor LP's Consolidated Balance Sheets at December 31, 2011 and 2010; (vii) FelCor LP's Consolidated Statements of Operations for the years ended December 31, 2011, 2010 and 2009; (viii) FelCor LP's Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2011, 2010 and 2009; (ix) FelCor LP's Consolidated Statements of Partners' Capital for the years ended December 31, 2011, 2010 and 2009; (x) FelCor LP's Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2010 and 2009; and (xi) the Notes to Consolidated Financial Statements. Users of this data are advised pursuant to Rule 406T of Regulation S‑T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.



124


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
  FELCOR LODGING TRUST INCORPORATED
 
 
 
 
 
 
 
 
 
 
 
 
Date: March 6, 2012
 By:
 /s/ Jonathan H. Yellen
 
 
Name:
Jonathan H. Yellen
 
 
Title:
Executive Vice President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant, and in the capacities and on the dates indicated.

 
 
Date
 
 
Signature
 
 
March 6, 2012
/s/ Richard A. Smith
 
 
Richard A. Smith
President and Director (Chief Executive Officer)
 
March 6, 2012
/s/ Andrew J. Welch
 
 
Andrew J. Welch
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
 
March 6, 2012
/s/ Lester C. Johnson
 
 
Lester C. Johnson
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
 
March 6, 2012
/s/ Thomas J. Corcoran, Jr.
 
 
Thomas J. Corcoran, Jr.
Chairman of the Board and Director
 
March 6, 2012
/s/ Melinda J. Bush
 
 
Melinda J. Bush, Director
 
March 6, 2012
/s/ Glenn A. Carlin
 
 
Glenn A. Carlin, Director
 
March 6, 2012
/s/Robert F. Cotter
 
 
Robert F. Cotter, Director
 
March 6, 2012
/s/Christopher J. Hartung
 
 
Christopher J. Hartung, Director
 
March 6, 2012
/s/ Thomas C. Hendrick
 
 
Thomas C. Hendrick, Director


125


 
 
Date
 
 
Signature
 
 
March 6, 2012
/s/ Charles A. Ledsinger, Jr.
 
 
Charles A. Ledsinger, Jr., Director
 
March 6, 2012
/s/ Robert H. Lutz, Jr.
 
 
Robert H. Lutz, Jr., Director
 
March 6, 2012
/s/ Robert A. Mathewson
 
 
Robert A. Mathewson, Director
 
March 6, 2012
/s/ Mark D. Rozells
 
 
Mark D. Rozells, Director
 
March 6, 2012
/s/ C. Brian Strickland
 
 
C. Brian Strickland, Director

126



 
FELCOR LODGING LIMITED PARTNERSHIP
 
a Delaware limited partnership
 
 
 
 
By:
FelCor Lodging Trust Incorporated
 
 
Its General Partner
 
 
 
 
 
 
Date: March 6, 2012
By:
 /s/ Jonathan H. Yellen
 
 
Name:
Jonathan H. Yellen
 
 
Title:
Executive Vice President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following officers and directors of FelCor Lodging Trust Incorporated, the general partner of the registrant, and in the capacities and on the dates indicated.

 
 
Date
 
 
Signature
 
 
March 6, 2012
/s/ Richard A. Smith
 
 
Richard A. Smith
President and Director (Chief Executive Officer)
 
March 6, 2012
/s/ Andrew J. Welch
 
 
Andrew J. Welch
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
 
March 6, 2012
/s/ Lester C. Johnson
 
 
Lester C. Johnson
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
 
March 6, 2012
/s/ Thomas J. Corcoran, Jr.
 
 
Thomas J. Corcoran, Jr.
Chairman of the Board and Director
 
March 6, 2012
/s/ Melinda J. Bush
 
 
Melinda J. Bush, Director
 
March 6, 2012
/s/ Glenn A. Carlin
 
 
Glenn A. Carlin, Director


127


 
 
Date
 
 
Signature
 
 
March 6, 2012
/s/Robert F. Cotter
 
 
Robert F. Cotter, Director
 
March 6, 2012
/s/Christopher J. Hartung
 
 
Christopher J. Hartung, Director
 
March 6, 2012
/s/ Thomas C. Hendrick
 
 
Thomas C. Hendrick, Director
 
March 6, 2012
/s/ Charles A. Ledsinger, Jr.
 
 
Charles A. Ledsinger, Jr., Director
 
March 6, 2012
/s/ Robert H. Lutz, Jr.
 
 
Robert H. Lutz, Jr., Director
 
March 6, 2012
/s/ Robert A. Mathewson
 
 
Robert A. Mathewson, Director
 
March 6, 2012
/s/ Mark D. Rozells
 
 
Mark D. Rozells, Director
 
March 6, 2012
/s/ C. Brian Strickland
 
 
C. Brian Strickland, Director



128
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