FelCor Lodging Trust (FCH) 10-Q 2013 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
	THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2013

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)

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 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	¨	Yes	þ	No
FelCor Lodging Limited Partnership	¨	Yes	þ	No

At October 28, 2013, FelCor Lodging Trust Incorporated had issued and outstanding 124,125,625 shares of common stock.

EXPLANATORY NOTE

This quarterly report on Form 10-Q for the quarter ended September 30, 2013, 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 of, 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 single combined reports 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 FelCor and FelCor LP filings 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 in 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.

i

FELCOR LODGING TRUST INCORPORATED and

FELCOR LODGING LIMITED PARTNERSHIP

INDEX

			Page
		PART I − FINANCIAL INFORMATION
Item 1.	Financial Statements		1
	FelCor Lodging Trust Incorporated:
		Consolidated Balance Sheets - September 30, 2013 and December 31, 2012 (unaudited)	1
		Consolidated Statements of Operations – For the Three and Nine Months Ended September 30, 2013 and 2012 (unaudited)	2
		Consolidated Statements of Comprehensive Income (Loss) – For the Three and Nine Months Ended September 30, 2013 and 2012 (unaudited)	3
		Consolidated Statements of Changes in Equity – For the Nine Months Ended September 30, 2013 and 2012 (unaudited)	4
		Consolidated Statements of Cash Flows – For the Nine Months Ended September 30, 2013 and 2012 (unaudited)	5
	FelCor Lodging Limited Partnership:
		Consolidated Balance Sheets - September 30, 2013 and December 31, 2012 (unaudited)	6
		Consolidated Statements of Operations – For the Three and Nine Months Ended September 30, 2013 and 2012 (unaudited)	7
		Consolidated Statements of Comprehensive Income (Loss) – For the Three and Nine Months Ended September 30, 2013 and 2012 (unaudited)	8
		Consolidated Statements of Partners’ Capital – For the Nine Months Ended September 30, 2013 and 2012 (unaudited)	9
		Consolidated Statements of Cash Flows – For the Nine Months Ended September 30, 2013 and 2012 (unaudited)	10
	Notes to Consolidated Financial Statements		11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36
		General	36
		Results of Operations	36
		Non-GAAP Financial Measures	39
		Pro Rata Share of Rooms Owned	47
		Hotel Portfolio Composition	48
		Hotel Operating Statistics	49
		Hotel Portfolio	51
		Liquidity and Capital Resources	53
		Inflation	54
		Seasonality	54
		Disclosure Regarding Forward-Looking Statements	55
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		56
Item 4.	Controls and Procedures		56
		PART II − OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 6.	Exhibits		57
SIGNATURES			59

ii

PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements.

FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	September 30, 2013			December 31, 2012
Assets
Investment in hotels, net of accumulated depreciation of $931,375 and $929,298 at September 30, 2013 and December 31, 2012, respectively	$	1,672,413		$	1,794,564
Hotel development	195,919			146,079
Investment in unconsolidated entities	51,069			55,082
Hotel held for sale	9,684			—
Cash and cash equivalents	68,589			45,745
Restricted cash	78,134			77,927
Accounts receivable, net of allowance for doubtful accounts of $221 and $469 at September 30, 2013 and December 31, 2012, respectively	38,892			25,383
Deferred expenses, net of accumulated amortization of $18,690 and $13,820 at September 30, 2013 and December 31, 2012, respectively	30,921			34,262
Other assets	26,741			23,391
Total assets	$	2,172,362		$	2,202,433
Liabilities and Equity
Debt, net of discount of $6,181 and $10,318 at September 30, 2013 and December 31, 2012, respectively	$	1,648,165		$	1,630,525
Distributions payable	8,545			8,545
Accrued expenses and other liabilities	163,464			138,442
Total liabilities	1,820,174			1,777,512
Commitments and contingencies
Redeemable noncontrolling interests in FelCor LP, 618 and 621 units issued and outstanding at September 30, 2013 and December 31, 2012, respectively	3,804			2,902
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 September 30, 2013 and December 31, 2012	309,362			309,362
Series C Cumulative Redeemable Preferred Stock, 68 shares, liquidation value of $169,950, issued and outstanding at September 30, 2013 and December 31, 2012	169,412			169,412
Common stock, $0.01 par value, 200,000 shares authorized; 124,126 and 124,117 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively	1,241			1,241
Additional paid-in capital	2,355,086			2,353,581
Accumulated other comprehensive income	25,447			26,039
Accumulated deficit	(2,535,640		)	(2,464,968		)
Total FelCor stockholders’ equity	324,908			394,667
Noncontrolling interests in other partnerships	23,476			27,352
Total equity	348,384			422,019
Total liabilities and equity	$	2,172,362		$	2,202,433

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

1

FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2013 and 2012

(unaudited, in thousands, except for per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenues:
Hotel operating revenue	$	230,979		$	223,000		$	682,927		$	654,853
Other revenue	1,584			1,441			3,034			2,672
Total revenues	232,563			224,441			685,961			657,525
Expenses:
Hotel departmental expenses	82,609			80,144			249,752			236,986
Other property-related costs	61,153			59,766			181,942			176,050
Management and franchise fees	9,272			10,425			27,568			30,787
Taxes, insurance and lease expense	25,957			24,771			73,209			70,257
Corporate expenses	5,817			5,695			20,343			20,074
Depreciation and amortization	30,124			30,050			90,407			87,305
Impairment loss	—			—			24,441			—
Conversion expenses	(81		)	—			1,134			—
Other expenses	2,102			1,959			6,838			3,722
Total operating expenses	216,953			212,810			675,634			625,181
Operating income	15,610			11,631			10,327			32,344
Interest expense, net	(25,996		)	(30,568		)	(79,053		)	(91,013		)
Debt extinguishment	—			(10,377		)	—			(10,498		)
Gain on involuntary conversion, net	21			—			21			—
Loss before equity in income from unconsolidated entities	(10,365		)	(29,314		)	(68,705		)	(69,167		)
Equity in income from unconsolidated entities	2,100			1,536			4,095			2,674
Loss from continuing operations	(8,265		)	(27,778		)	(64,610		)	(66,493		)
Income from discontinued operations	12,054			8,223			18,999			30,105
Net income (loss)	3,789			(19,555		)	(45,611		)	(36,388		)
Net loss (income) attributable to noncontrolling interests in other partnerships	(591		)	386			3,621			440
Net loss attributable to redeemable noncontrolling interests in FelCor LP	32			144			352			329
Net income (loss) attributable to FelCor	3,230			(19,025		)	(41,638		)	(35,619		)
Preferred dividends	(9,678		)	(9,678		)	(29,034		)	(29,034		)
Net loss attributable to FelCor common stockholders	$	(6,448	)	$	(28,703	)	$	(70,672	)	$	(64,653	)
Basic and diluted per common share data:
Loss from continuing operations	$	(0.14	)	$	(0.30	)	$	(0.72	)	$	(0.76	)
Net loss	$	(0.05	)	$	(0.23	)	$	(0.57	)	$	(0.52	)
Basic and diluted weighted average common shares outstanding	123,817			123,640			123,815			123,648

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

2

FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three and Nine Months Ended September 30, 2013 and 2012

(unaudited, in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Net income (loss)	$	3,789		$	(19,555	)	$	(45,611	)	$	(36,388	)
Foreign currency translation adjustment	329			502			(595		)	493
Comprehensive income (loss)	4,118			(19,053		)	(46,206		)	(35,895		)
Comprehensive loss (income) attributable to noncontrolling interests in other partnerships	(591		)	386			3,621			440
Comprehensive loss attributable to redeemable noncontrolling interests in FelCor LP	30			141			355			326
Comprehensive income (loss) attributable to FelCor	$	3,557		$	(18,526	)	$	(42,230	)	$	(35,129	)

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

3

FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Nine Months Ended September 30, 2013 and 2012

(unaudited, in thousands)

	Preferred Stock			Common Stock					Additional Paid-in Capital			Accumulated Other Comprehensive Income						Noncontrolling Interests in Other Partnerships
	Number of Shares	Amount		Number of Shares		Amount									Accumulated Deficit						Comprehensive Loss			Total Equity
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
Stock awards - amortization	—	—		—		—			630			—			—			—						630
Forfeiture of stock awards	—	—		(63	)	(1		)	193			—			(199		)	—						(7		)
Conversion of operating partnership units into common shares	—	—		11		—			45			—			—			—						45
Allocation to redeemable noncontrolling interests	—	—		—		—			(581		)	—			—			—						(581		)
Contribution from noncontrolling interests	—	—		—		—			—			—			—			2,756						2,756
Distribution to noncontrolling interests	—	—		—		—			—			—			—			(931		)				(931		)
Other	—	—		—		—			—			—			(4		)	—						(4		)
Preferred dividends:
$1.4625 per Series A preferred share	—	—		—		—			—			—			(18,837		)	—						(18,837		)
$1.50 per Series C depositary preferred share	—	—		—		—			—			—			(10,197		)	—						(10,197		)
Comprehensive loss (attributable to FelCor and noncontrolling interests in other partnerships):
Foreign exchange translation	—	—		—		—			—			490			—			—			$	490
Net loss	—	—		—		—			—			—			(35,619		)	(440		)	(36,059		)
Comprehensive loss																					$	(35,569	)	(35,569		)
Balance at September 30, 2012	12,948	$	478,774	124,229		$	1,242		$	2,353,538		$	26,228		$	(2,362,324	)	$	26,742					$	524,200
Balance at December 31, 2012	12,948	$	478,774	124,117		$	1,241		$	2,353,581		$	26,039		$	(2,464,968	)	$	27,352					$	422,019
Issuance of stock awards	—	—		5		—			—			—			—			—						—
Stock awards - amortization and severance	—	—		—		—			2,762			—			—			—						2,762
Conversion of operating partnership units into common shares	—	—		4		—			23			—			—			—						23
Allocation to redeemable noncontrolling interests	—	—		—		—			(1,280		)	—			—			—						(1,280		)
Contribution from noncontrolling interests	—	—		—		—			—			—			—			3,024						3,024
Distribution to noncontrolling interests	—	—		—		—			—			—			—			(3,279		)				(3,279		)
Preferred dividends:
$1.4625 per Series A preferred share	—	—		—		—			—			—			(18,837		)	—						(18,837		)
$1.50 per Series C depositary preferred share	—	—		—		—			—			—			(10,197		)	—						(10,197		)
Comprehensive loss (attributable to FelCor and noncontrolling interests in other partnerships):
Foreign exchange translation	—	—		—		—			—			(592		)	—			—			$	(592	)
Net loss	—	—		—		—			—			—			(41,638		)	(3,621		)	(45,259		)
Comprehensive loss																					$	(45,851	)	(45,851		)
Balance at September 30, 2013	12,948	$	478,774	124,126		$	1,241		$	2,355,086		$	25,447		$	(2,535,640	)	$	23,476					$	348,384

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

4

FELCOR LODGING TRUST INCORPORATED

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2013 and 2012

(unaudited, in thousands)

	Nine Months Ended September 30,
	2013			2012
Cash flows from operating activities:
Net loss	$	(45,611	)	$	(36,388	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	94,102			97,477
Gain on sale of hotels, net	(19,068		)	(26,641		)
Gain on involuntary conversion, net	(87		)	—
Amortization of deferred financing fees and debt discount	8,224			13,646
Amortization of fixed stock and directors’ compensation	4,547			3,748
Equity based severance	822			—
Equity in income from unconsolidated entities	(4,095		)	(2,674		)
Distributions of income from unconsolidated entities	3,389			3,431
Debt extinguishment	—			12,598
Impairment loss	27,706			1,335
Changes in assets and liabilities:
Accounts receivable	(13,501		)	(7,649		)
Other assets	(8,336		)	(6,194		)
Accrued expenses and other liabilities	20,279			20,118
Net cash flow provided by operating activities	68,371			72,807
Cash flows from investing activities:
Improvements and additions to hotels	(74,456		)	(99,985		)
Hotel development	(46,724		)	(16,707		)
Net proceeds from asset dispositions	89,929			124,610
Change in restricted cash – investing	(670		)	2,598
Insurance proceeds	218			—
Distributions from unconsolidated entities	6,218			11,894
Contributions to unconsolidated entities	(1,500		)	—
Net cash flow provided by (used in) investing activities	(26,985		)	22,410
Cash flows from financing activities:
Proceeds from borrowings	137,245			378,750
Repayment of borrowings	(123,741		)	(395,355		)
Payment of deferred financing fees	(2,723		)	(3,167		)
Distributions paid to noncontrolling interests	(3,279		)	(931		)
Contributions from noncontrolling interests	3,024			2,756
Distributions paid to preferred stockholders	(29,034		)	(59,021		)
Net cash flow used in financing activities	(18,508		)	(76,968		)
Effect of exchange rate changes on cash	(34		)	112
Net change in cash and cash equivalents	22,844			18,361
Cash and cash equivalents at beginning of periods	45,745			93,758
Cash and cash equivalents at end of periods	$	68,589		$	112,119
Supplemental cash flow information – interest paid, net of capitalized interest	$	54,326		$	61,700

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

5

FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

	September 30,			December 31,
	2013			2012
Assets
Investment in hotels, net of accumulated depreciation of $931,375 and $929,298 at September 30, 2013 and December 31, 2012, respectively	$	1,672,413		$	1,794,564
Hotel development	195,919			146,079
Investment in unconsolidated entities	51,069			55,082
Hotel held for sale	9,684			—
Cash and cash equivalents	68,589			45,745
Restricted cash	78,134			77,927
Accounts receivable, net of allowance for doubtful accounts of $221 and $469 at September 30, 2013 and December 31, 2012, respectively	38,892			25,383
Deferred expenses, net of accumulated amortization of $18,690 and $13,820 at September 30, 2013 and December 31, 2012, respectively	30,921			34,262
Other assets	26,741			23,391
Total assets	$	2,172,362		$	2,202,433
Liabilities and Partners’ Capital
Debt, net of discount of $6,181 and $10,318 at September 30, 2013 and December 31, 2012, respectively	$	1,648,165		$	1,630,525
Distributions payable	8,545			8,545
Accrued expenses and other liabilities	163,464			138,442
Total liabilities	1,820,174			1,777,512
Commitments and contingencies
Redeemable units, 618 and 621 units issued and outstanding at September 30, 2013 and December 31, 2012, respectively	3,804			2,902
Capital:
Preferred units:
Series A Cumulative Convertible Preferred Units, 12,880 units issued and outstanding at September 30, 2013 and December 31, 2012	309,362			309,362
Series C Cumulative Redeemable Preferred Units, 68 units issued and outstanding at September 30, 2013 and December 31, 2012	169,412			169,412
Common units, 124,126 and 124,117 units issued and outstanding at September 30, 2013 and December 31, 2012, respectively	(179,422		)	(110,258		)
Accumulated other comprehensive income	25,556			26,151
Total FelCor LP partners’ capital	324,908			394,667
Noncontrolling interests	23,476			27,352
Total partners’ capital	348,384			422,019
Total liabilities and partners’ capital	$	2,172,362		$	2,202,433

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

6

FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2013 and 2012

(unaudited, in thousands, except for per unit data)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Revenues:
Hotel operating revenue	$	230,979		$	223,000		$	682,927		$	654,853
Other revenue	1,584			1,441			3,034			2,672
Total revenues	232,563			224,441			685,961			657,525
Expenses:
Hotel departmental expenses	82,609			80,144			249,752			236,986
Other property-related costs	61,153			59,766			181,942			176,050
Management and franchise fees	9,272			10,425			27,568			30,787
Taxes, insurance and lease expense	25,957			24,771			73,209			70,257
Corporate expenses	5,817			5,695			20,343			20,074
Depreciation and amortization	30,124			30,050			90,407			87,305
Impairment loss	—			—			24,441			—
Conversion expenses	(81		)	—			1,134			—
Other expenses	2,102			1,959			6,838			3,722
Total operating expenses	216,953			212,810			675,634			625,181
Operating income	15,610			11,631			10,327			32,344
Interest expense, net	(25,996		)	(30,568		)	(79,053		)	(91,013		)
Debt extinguishment	—			(10,377		)	—			(10,498		)
Gain on involuntary conversion, net	21			—			21			—
Loss before equity in income from unconsolidated entities	(10,365		)	(29,314		)	(68,705		)	(69,167		)
Equity in income from unconsolidated entities	2,100			1,536			4,095			2,674
Loss from continuing operations	(8,265		)	(27,778		)	(64,610		)	(66,493		)
Income from discontinued operations	12,054			8,223			18,999			30,105
Net income (loss)	3,789			(19,555		)	(45,611		)	(36,388		)
Net loss (income) attributable to noncontrolling interests	(591		)	386			3,621			440
Net income (loss) attributable to FelCor LP	3,198			(19,169		)	(41,990		)	(35,948		)
Preferred distributions	(9,678		)	(9,678		)	(29,034		)	(29,034		)
Net loss attributable to FelCor LP common unitholders	$	(6,480	)	$	(28,847	)	$	(71,024	)	$	(64,982	)
Basic and diluted per common unit data:
Loss from continuing operations	$	(0.14	)	$	(0.30	)	$	(0.72	)	$	(0.76	)
Net loss	$	(0.05	)	$	(0.23	)	$	(0.57	)	$	(0.52	)
Basic and diluted weighted average common units outstanding	124,435			124,266			124,435			124,278

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

7

FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

For the Three and Nine Months Ended September 30, 2013 and 2012

(unaudited, in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Net income (loss)	$	3,789		$	(19,555	)	$	(45,611	)	$	(36,388	)
Foreign currency translation adjustment	329			502			(595		)	493
Comprehensive income (loss)	4,118			(19,053		)	(46,206		)	(35,895		)
Comprehensive loss (income) attributable to noncontrolling interests	(591		)	386			3,621			440
Comprehensive income (loss) attributable to FelCor LP	$	3,527		$	(18,667	)	$	(42,585	)	$	(35,455	)

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

8

FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

For the Nine Months Ended September 30, 2013 and 2012

(unaudited, in thousands)

	Preferred Units		Common Units			Accumulated Other Comprehensive Income			Noncontrolling Interests			Comprehensive Loss			Total Partners’ Capital
Balance at December 31, 2011	$	478,774	$	56,916		$	25,848		$	25,357					$	586,895
FelCor restricted stock compensation	—		623			—			—						623
Contributions	—		—			—			2,756						2,756
Distributions	—		(29,034		)	—			(931		)				(29,965		)
Allocation to redeemable units	—		(210		)	—			—						(210		)
Other	—		(4		)	—			—						(4		)
Comprehensive loss:
Foreign exchange translation						493						$	493
Net loss			(35,948		)				(440		)	(36,388		)
Comprehensive loss												$	(35,895	)	(35,895		)
Balance at September 30, 2012	$	478,774	$	(7,657	)	$	26,341		$	26,742					$	524,200
Balance at December 31, 2012	$	478,774	$	(110,258	)	$	26,151		$	27,352					$	422,019
FelCor restricted stock compensation	—		2,762			—			—						2,762
Contributions	—		—			—			3,024						3,024
Distributions	—		(29,034		)	—			(3,279		)				(32,313		)
Allocation to redeemable units	—		(902		)	—			—						(902		)
Comprehensive loss:
Foreign exchange translation						(595		)				$	(595	)
Net loss			(41,990		)				(3,621		)	(45,611		)
Comprehensive loss												$	(46,206	)	(46,206		)
Balance at September 30, 2013	$	478,774	$	(179,422	)	$	25,556		$	23,476					$	348,384

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

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FELCOR LODGING LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2013 and 2012

(unaudited, in thousands)

	Nine Months Ended September 30,
	2013			2012
Cash flows from operating activities:
Net loss	$	(45,611	)	$	(36,388	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	94,102			97,477
Gain on sale of hotels, net	(19,068		)	(26,641		)
Gain on involuntary conversion, net	(87		)	—
Amortization of deferred financing fees and debt discount	8,224			13,646
Amortization of fixed stock and directors’ compensation	4,547			3,748
Equity based severance	822			—
Equity in income from unconsolidated entities	(4,095		)	(2,674		)
Distributions of income from unconsolidated entities	3,389			3,431
Debt extinguishment	—			12,598
Impairment loss	27,706			1,335
Changes in assets and liabilities:
Accounts receivable	(13,501		)	(7,649		)
Other assets	(8,336		)	(6,194		)
Accrued expenses and other liabilities	20,279			20,118
Net cash flow provided by operating activities	68,371			72,807
Cash flows from investing activities:
Improvements and additions to hotels	(74,456		)	(99,985		)
Hotel development	(46,724		)	(16,707		)
Net proceeds from asset dispositions	89,929			124,610
Change in restricted cash – investing	(670		)	2,598
Insurance proceeds	218			—
Distributions from unconsolidated entities	6,218			11,894
Contributions to unconsolidated entities	(1,500		)	—
Net cash flow provided by (used in) investing activities	(26,985		)	22,410
Cash flows from financing activities:
Proceeds from borrowings	137,245			378,750
Repayment of borrowings	(123,741		)	(395,355		)
Payment of deferred financing fees	(2,723		)	(3,167		)
Distributions paid to noncontrolling interests	(3,279		)	(931		)
Contributions from noncontrolling interests	3,024			2,756
Distributions paid to preferred unitholders	(29,034		)	(59,021		)
Net cash flow used in financing activities	(18,508		)	(76,968		)
Effect of exchange rate changes on cash	(34		)	112
Net change in cash and cash equivalents	22,844			18,361
Cash and cash equivalents at beginning of periods	45,745			93,758
Cash and cash equivalents at end of periods	$	68,589		$	112,119
Supplemental cash flow information – interest paid, net of capitalized interest	$	54,326		$	61,700

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

10

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. FelCor is the sole general partner of, and the owner of a greater than 99.5% partnership interest in, FelCor Lodging Limited Partnership, or FelCor LP, through which we held ownership interests in 61 hotels in continuing operations with 17,815 rooms at September 30, 2013. At September 30, 2013, we had an aggregate of 124,743,167 shares and units outstanding, consisting of 124,125,625 shares of FelCor common stock and 617,542 FelCor LP units not owned by FelCor.

Of the 61 hotels included in continuing operations, we owned a 100% interest in 44 hotels, a 90% interest in entities owning two hotels, an 82% interest in an entity owning one hotel, a 60% interest in an entity owning one hotel and a 50% interest in entities owning 13 hotels. We consolidate our real estate interests in the 48 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 60 of the 61 hotels in continuing operations to our taxable REIT subsidiaries, of which we own a controlling interest. One50% owned hotel was operated without a lease. Because we owned controlling interests in these lessees, we consolidated our interests in these 60 hotels (which we refer to as our Consolidated Hotels) and reflect those hotels’ operating revenues and expenses in our statements of operations.  Of our Consolidated Hotels, we owned 50% of the real estate interests in each of 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 each of the remaining 48 hotels (we consolidate our real estate interest in these hotels).

The following table illustrates the distribution of our 60 Consolidated Hotels at September 30, 2013:

Brand	Hotels	Rooms
Embassy Suites Hotels®	33	8,617
Wyndham®and Wyndham Grand®	8	2,526
Holiday Inn®	4	1,702
Sheraton® and Westin®	4	1,604
DoubleTreeby Hilton® and Hilton®	5	1,206
Marriott® and Renaissance®	3	1,321
Fairmont®	1	383
Morgans and Royalton	2	285
Total	60	17,644

At September 30, 2013, our Consolidated Hotels were located in the United States (59 hotels in 21 states) and Canada (one hotel in Ontario), with concentrations in California (13 hotels), Florida (7 hotels) and Texas (7 hotels). Approximately 51% of our revenue was generated from hotels in these three states during the first nine months of 2013.

At September 30, 2013, of our 60 Consolidated Hotels: (i) subsidiaries of Hilton Hotels Corporation, or Hilton, managed 37 hotels, (ii) subsidiaries of Wyndham Worldwide Corporation, or Wyndham, managed eight hotels, (iii) subsidiaries of InterContinental Hotels Group, or IHG, managed four hotels, (iv) subsidiaries of Starwood Hotels & Resorts Worldwide Inc., or Starwood, managed four hotels, (v) subsidiaries of Marriott International Inc., or Marriott, managed three hotels, (vi) a subsidiary of Fairmont Hotels and Resorts, or Fairmont, managed one hotel, (vii) a subsidiary of Morgans Hotel Group Corporation managed two hotels, and (viii) an independent management company managed one hotel.

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FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Organization — (continued)

In addition to the above hotels, we own a 95% interest in a consolidated joint venture that owns the Knickerbocker Hotel, a former hotel and office building that is being redeveloped as a 4+ star hotel in midtown Manhattan and is expected to open in Summer 2014.

Effective January 1, 2013, our hotels managed by Marriott are accounted for on a 12-month calendar year basis as compared to a fiscal year comprised of 52 or 53 weeks ending on the Friday closest to December 31, as reported in 2012 and prior years. Our three and nine month periods ending September 30, 2013 are reported on a calendar basis for our Marriott-managed hotels, which is consistent with the reporting periods for our other managed hotels. However, our three and nine month periods ending September 30, 2012 include the results of operations for the Marriott-managed hotels for the 12 and 36 week periods, respectively, ending September 7, 2012. Prior year results have not been restated to reflect the reporting period transition as we do not believe the change in periods would result in a material difference for comparison of results year over year.

The information in our consolidated financial statements for the three and nine months ended September 30, 2013 and 2012 is unaudited. Preparing financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The accompanying financial statements for the three and nine months ended September 30, 2013 and 2012, include adjustments based on management’s estimates (consisting of normal and recurring accruals), which we consider necessary for a fair presentation of the results for the periods. The financial information should be read in conjunction with the consolidated financial statements for the year ended December 31, 2012, included in our Annual Report on Form 10-K. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of actual operating results for the entire year.

2. Investment in Unconsolidated Entities

At September 30, 2013 and December 31, 2012, we owned 50% interests in joint ventures that owned 13 hotels. We also own 50% interests in entities that own real estate in Myrtle Beach, South Carolina and provide condominium management services there. 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 balance sheet information for our unconsolidated entities (in thousands):

	September 30,		December 31,
	2013		2012
Investment in hotels and other properties, net of accumulated depreciation	$	145,056	$	155,888
Total assets	$	163,602	$	170,477
Debt	$	146,872	$	148,395
Total liabilities	$	152,500	$	154,139
Equity	$	11,102	$	16,338

12

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2. Investment in Unconsolidated Entities — (continued)

The following table sets forth summarized combined statement of operations information for our unconsolidated entities (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Total revenues	$	21,844		$	21,075		$	55,995		$	54,012
Net income	$	5,131		$	4,002		$	10,980		$	8,138
Net income attributable to FelCor	$	2,565		$	2,001		$	5,490		$	4,069
Depreciation of cost in excess of book value	(465		)	(465		)	(1,395		)	(1,395		)
Equity in income from unconsolidated entities	$	2,100		$	1,536		$	4,095		$	2,674

The following table summarizes the components of our investment in unconsolidated entities (in thousands):

	September 30,			December 31,
	2013			2012
Hotel-related investments	$	(3,243	)	$	246
Cost in excess of book value of hotel investments	45,518			46,913
Land and condominium investments	8,794			7,923
	$	51,069		$	55,082

The following table summarizes the components of our equity in income from unconsolidated entities (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013			2012
Hotel investments	$	1,632	$	1,055	$	4,223		$	2,746
Other investments	468		481		(128		)	(72		)
Equity in income from unconsolidated entities	$	2,100	$	1,536	$	4,095		$	2,674

13

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3. Debt

Consolidated debt consisted of the following (dollars in thousands):

	Encumbered	Interest	Maturity	September 30,		December 31,
	Hotels	Rate (%)	Date	2013		2012
Line of credit	9	LIBOR + 3.375	June 2016(a)	$	73,000	$	56,000
Hotel mortgage debt
Mortgage debt(b)	5	6.66	June - August 2014	63,877		65,431
Mortgage debt	1	5.81	July 2016	10,032		10,405
Mortgage debt(b)	4	4.95	October 2022	126,839		128,066
Mortgage debt	1	4.94	October 2022	31,832		32,176
Senior notes
Senior secured notes	11	10.00	October 2014	227,724		223,586
Senior secured notes	6	6.75	June 2019	525,000		525,000
Senior secured notes	9	5.625	March 2023	525,000		525,000
Other(c)	—	LIBOR + 1.25	May 2016	64,861		64,861
Total	46			$	1,648,165	$	1,630,525

(a) Our $225 million line of credit can be extended for one year (to 2017), subject to satisfying certain conditions.

(b) This debt is comprised of separate non-cross-collateralized loans each secured by a mortgage of a different hotel.

(c) 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. This loan, which allows us to borrow up to $85 million, can be extended for one year subject to satisfying certain conditions.

We reported $26.0 million and $30.6 million of interest expense for the three months ended September 30, 2013 and 2012, respectively, which is net of: (i) interest income of $15,000 and $34,000 and (ii) capitalized interest of $3.4 million and $3.1 million, respectively. We reported $79.1 million and $91.0 million of interest expense for the nine months ended September 30, 2013 and 2012, respectively, which is net of: (i) interest income of $60,000 and $116,000 and (ii) capitalized interest of $9.1 million and $9.7 million, respectively.

14

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Hotel Operating Revenue, Departmental Expenses, and Other Property-Related Costs

Hotel operating revenue from continuing operations was comprised of the following (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Room revenue	$	185,281	$	179,085	$	533,618	$	514,029
Food and beverage revenue	33,460		31,968		113,380		103,578
Other operating departments	12,238		11,947		35,929		37,246
Total hotel operating revenue	$	230,979	$	223,000	$	682,927	$	654,853

Nearly all of our revenue is comprised of hotel operating revenue. 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, which are recorded as a bad debt expense.

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

	Three Months Ended September 30,
	2013				2012
	Amount		% of Total Hotel Operating Revenue		Amount		% of Total Hotel Operating Revenue
Room	$	48,436	21.0	%	$	47,095	21.1	%
Food and beverage	28,513		12.3		27,609		12.4
Other operating departments	5,660		2.5		5,440		2.4
Total hotel departmental expenses	$	82,609	35.8	%	$	80,144	35.9	%

	Nine Months Ended September 30,
	2013				2012
	Amount		% of Total Hotel Operating Revenue		Amount		% of Total Hotel Operating Revenue
Room	$	141,701	20.7	%	$	136,221	20.8	%
Food and beverage	91,061		13.3		84,250		12.9
Other operating departments	16,990		2.6		16,515		2.5
Total hotel departmental expenses	$	249,752	36.6	%	$	236,986	36.2	%

15

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4. Hotel Operating Revenue, Departmental Expenses, and Other Property-Related Costs— (continued)

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

	Three Months Ended September 30,
	2013				2012
	Amount		% of Total Hotel Operating Revenue		Amount		% of Total Hotel Operating Revenue
Hotel general and administrative expense	$	20,228	8.8	%	$	19,603	8.8	%
Marketing	18,475		8.0		18,321		8.2
Repair and maintenance	11,441		5.0		11,115		5.0
Utilities	11,009		4.7		10,727		4.8
Total other property-related costs	$	61,153	26.5	%	$	59,766	26.8	%

	Nine Months Ended September 30,
	2013				2012
	Amount		% of Total Hotel Operating Revenue		Amount		% of Total Hotel Operating Revenue
Hotel general and administrative expense	$	60,964	8.9	%	$	58,891	9.0	%
Marketing	57,494		8.4		55,257		8.4
Repair and maintenance	34,489		5.1		33,405		5.1
Utilities	28,995		4.2		28,497		4.4
Total other property-related costs	$	181,942	26.6	%	$	176,050	26.9	%

In March 2013, we rebranded and transitioned management at eight core Holiday Inn hotels located in strategic markets to Wyndham brands. Wyndham's parent guaranteed a minimum level of net operating income for each year of the initial ten-year term, subject to an aggregate $100 million limit over the term and an annual $21.5 million limit. Amounts recorded under the guaranty will be accounted for, to the extent available, as a reduction in contractual management and other fees paid and payable to Wyndham. Any amounts in excess of those fees will be recorded as revenue when earned. For March through September 2013 (the first seven months during which Wyndham managed the hotels for FelCor), we have recorded a $5.2 millionpro rata portion of the projected full-year guaranty (of which $2.4 million is for the three months ended September 30, 2013) as a reduction of Wyndham's contractual management and other fees.

16

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5. Taxes, Insurance and Lease Expense

Taxes, insurance and lease expense from continuing operations were comprised of the following (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013		2012		2013		2012
Hotel lease expense(a)	$	11,849	$	10,910	$	33,572	$	31,339
Land lease expense(b)	3,313		3,381		8,478		8,568
Real estate and other taxes	8,596		7,937		24,022		23,012
Property insurance, general liability insurance and other	2,199		2,543		7,137		7,338
Total taxes, insurance and lease expense	$	25,957	$	24,771	$	73,209	$	70,257

(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 $6.4 million and $5.5 million for the three months ended September 30, 2013 and 2012, respectively, and $17.2 million and $15.0 million for the nine months ended September 30, 2013 and 2012, respectively.

(b) Land lease expense includes percentage rent of $1.9 million and $2.0 million for the three months ended September 30, 2013 and 2012, respectively, and $4.2 million and $4.3 million for the nine months ended September 30, 2013 and 2012, respectively.

6. Impairment

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 each hotel to be a component for purposes of determining impairment charges and reporting discontinued operations.

We may record impairment charges if operating results of individual hotels are materially different from our forecasts, the economy and/or lodging industry weakens, or we shorten our contemplated holding period for additional hotels. In the second quarter of 2013, we recorded a $27.7 million impairment charge ($24.4 million related to two hotels included in continuing operations and $3.3 million related to one hotel included in discontinued operations). In the second quarter of 2012, we recorded a $1.3 million impairment charge related to one hotel included in discontinued operations.

The $3.3 million impairment charge recorded in the second quarter of 2013, as well as the second quarter 2012 impairment charge, was based on third-party offers to purchase (a Level 2 input under authoritative guidance for fair value measurements) at prices below our previously estimated fair market values for those properties. These are hotels we had identified as sale candidates in prior years, reducing their estimated hold period at that time.

17

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6. Impairment – (continued)

As part of our strategic plan, we may identify hotels that no longer meet our investment criteria. We identified two additional such hotels, thereby significantly reducing their respective estimated hold periods, resulting in impairments on both hotels during the second quarter of 2013. A portion ($24.4 million) of the second quarter 2013 impairment charges relates to these hotels and was determined using Level 3 inputs, as follows:

• with respect to one hotel, we used a discounted cash flow analysis with an estimated stabilized growth rate of 3.0%, a discounted cash flow term of five years, a terminal capitalization rate of 8.0%, and a discount rate of 10.0%; and

• with respect to the other hotel, we used information based on EBITDA multiples ranging from 10 to 12 times.

7. Discontinued Operations

We had one hotel held for sale at September 30, 2013. We designate a hotel as held for sale when the sale is probable within the next twelve months. We consider a sale to be probable when a buyer completes its due diligence review, we have an executed contract for sale, and we have received a substantial non-refundable deposit.

Discontinued operations primarily include results of operations for one hotel designated as held for sale at September 30, 2013, four hotels sold during the nine months ended September 30, 2013, and ten hotels sold in 2012. The following table summarizes the condensed financial information for those hotels (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Hotel operating revenue	$	5,038		$	19,353		$	25,045		$	86,968
Operating expenses(a)	(4,859		)	(18,612		)	(25,180		)	(76,877		)
Operating income (loss) from discontinued operations	179			741			(135		)	10,091
Interest expense, net	—			(1,031		)	—			(4,527		)
Debt extinguishment	—			(1,409		)	—			(2,100		)
Gain on involuntary conversion, net	66			—			66			—
Gain on sale of hotels, net	11,809			9,922			19,068			26,641
Income from discontinued operations	$	12,054		$	8,223		$	18,999		$	30,105

(a) Includes impairment charges of $3.3 million and $1.3 million for the nine months ended September 30, 2013 and 2012, respectively.

18

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. 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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Numerator:
Net income (loss) attributable to FelCor	$	3,230		$	(19,025	)	$	(41,638	)	$	(35,619	)
Discontinued operations attributable to FelCor	(11,121		)	(8,172		)	(17,945		)	(29,895		)
Loss from continuing operations attributable to FelCor	(7,891		)	(27,197		)	(59,583		)	(65,514		)
Less: Preferred dividends	(9,678		)	(9,678		)	(29,034		)	(29,034		)
Numerator for continuing operations attributable to FelCor common stockholders	(17,569		)	(36,875		)	(88,617		)	(94,548		)
Discontinued operations attributable to FelCor	11,121			8,172			17,945			29,895
Numerator for basic and diluted loss attributable to FelCor common stockholders	$	(6,448	)	$	(28,703	)	$	(70,672	)	$	(64,653	)
Denominator:
Denominator for basic and diluted loss per share	123,817			123,640			123,815			123,648
Basic and diluted loss per share data:
Loss from continuing operations	$	(0.14	)	$	(0.30	)	$	(0.72	)	$	(0.76	)
Discontinued operations	$	0.09		$	0.07		$	0.14		$	0.24
Net loss	$	(0.05	)	$	(0.23	)	$	(0.57	)	$	(0.52	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8. Loss Per Share/Unit — (continued)

FelCor LP Loss Per Unit

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Numerator:
Net income (loss) attributable to FelCor LP	$	3,198		$	(19,169	)	$	(41,990	)	$	(35,948	)
Discontinued operations attributable to FelCor LP	(11,176		)	(8,213		)	(18,033		)	(30,046		)
Loss from continuing operations attributable to FelCor LP	(7,978		)	(27,382		)	(60,023		)	(65,994		)
Less: Preferred distributions	(9,678		)	(9,678		)	(29,034		)	(29,034		)
Numerator for continuing operations attributable to FelCor LP common unitholders	(17,656		)	(37,060		)	(89,057		)	(95,028		)
Discontinued operations attributable to FelCor LP	11,176			8,213			18,033			30,046
Numerator for basic and diluted loss attributable to FelCor common unitholders	$	(6,480	)	$	(28,847	)	$	(71,024	)	$	(64,982	)
Denominator:
Denominator for basic and diluted loss per unit	124,435			124,266			124,435			124,278
Basic and diluted loss per unit data:
Loss from continuing operations	$	(0.14	)	$	(0.30	)	$	(0.72	)	$	(0.76	)
Discontinued operations	$	0.09		$	0.07		$	0.14		$	0.24
Net loss	$	(0.05	)	$	(0.23	)	$	(0.57	)	$	(0.52	)

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

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2013	2012	2013	2012
Series A convertible preferred shares/units	9,985	9,985	9,985	9,985
FelCor restricted stock units	728	—	461	—

Series A preferred dividends (distributions) that would be excluded from net income (loss) attributable to FelCor common stockholders (or FelCor LP common unitholders), if these preferred shares/units were dilutive, were $6.3 million for the three months ended September 30, 2013 and 2012, and $18.8 million for the nine months ended September 30, 2013 and 2012.

In February 2013, our executive officers were granted restricted stock units providing them with the potential to earn up to 1,250,000 common shares, collectively, vesting in three increments over four years, based on total stockholder return relative to a group of 10 lodging REIT peers. The fixed cost of these grants is amortized over the vesting period, and the potential impact of these restricted stock units on our earnings per share, had they been dilutive, was calculated using the treasury stock method.

20

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9. Fair Value of Financial Instruments

Disclosures about fair value of our financial instruments are based on pertinent information available to management as of September 30, 2013. 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 estimated fair value amounts.

Our estimates of the fair value of (i) cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses approximate carrying value due to the relatively short maturity of these instruments; (ii) our publicly-traded debt is based on observable market data (a Level 2 input) and has an estimated fair value of $1.3 billion at September 30, 2013 and December 31, 2012; and (iii) our debt that is not publicly-traded is based on a discounted cash flow model using effective borrowing rates for debt with similar terms, loan to estimated fair value of collateral and remaining maturities (a Level 3 input) and has an estimated fair value of $372.0 million and $369.6 million at September 30, 2013 and December 31, 2012, respectively. The estimated fair value of all our debt was $1.7 billion at September 30, 2013 and December 31, 2012. The carrying value of our debt was $1.6 billion at September 30, 2013 and December 31, 2012.

10. Redeemable Noncontrolling Interests in FelCor LP / Redeemable Units

We record 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.

At September 30, 2013, we had 617,542 limited partnership units outstanding carried at $3.8 million. The value of these outstanding units is based on the closing price of FelCor’s common stock at September 30, 2013 ($6.16 per share).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

10. Redeemable Noncontrolling Interests in FelCor LP / Redeemable Units - (continued)

Changes in redeemable noncontrolling interests (or redeemable units) for the nine months ended September 30, 2013 and 2012 are shown below (in thousands):

	Nine Months Ended
	September 30,
	2013			2012
Balance at beginning of period	$	2,902		$	3,026
Conversion of units	(23		)	(45		)
Redemption value allocation	1,280			581
Comprehensive loss:
Foreign exchange translation	(3		)	3
Net loss	(352		)	(329		)
Balance at end of period	$	3,804		$	3,236

22

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. FelCor LP’s Consolidating Financial Information

Certain of FelCor LP’s 100% owned subsidiaries (FCH/PSH, L.P.; FelCor Baton Rouge Owner, L.L.C.; FelCor/CMB Buckhead Hotel, L.L.C.; FelCor/CMB Marlborough Hotel, L.L.C.; FelCor/CMB Orsouth Holdings, L.P.; FelCor/CMB SSF Holdings, L.P.; FelCor/CSS Holdings, L.P.; FelCor Dallas Love Field Owner, L.L.C.; FelCor Lodging Holding Company, L.L.C.; FelCor Milpitas Owner, L.L.C.; FelCor TRS Borrower 4, L.L.C.; FelCor TRS Holdings, L.L.C.; FelCor Canada Co.; 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.; FelCor S-4 Hotels (SPE), L.L.C.; Los Angeles International Airport Hotel Associates, a Texas L.P.; Madison 237 Hotel, L.L.C.; Myrtle Beach Owner, L.L.C.; and Royalton 44 Hotel, L.L.C., collectively, “Subsidiary Guarantors”), together with FelCor, guaranty, fully and unconditionally, except where subject to customary release provisions as described below, and jointly and severally, our senior debt.

The guaranties by the Subsidiary Guarantors may be automatically and unconditionally released upon (1) the sale or other disposition of all of the capital stock of the Subsidiary Guarantor or the sale or disposition of all or substantially all of the assets of the Subsidiary Guarantor, (2) the consolidation or merger of any such Subsidiary Guarantor with any person other than FelCor LP, or a subsidiary of FelCor LP, if, as a result of such consolidation or merger, such Subsidiary Guarantor ceases to be a subsidiary of FelCor LP, (3) a legal defeasance or covenant defeasance of the indenture, (4) the unconditional and complete release of such Subsidiary Guarantor in accordance with the modification and waiver provisions of the indenture, or (5) the designation of a restricted subsidiary that is a Subsidiary Guarantor as an unrestricted subsidiary under and in compliance with the indenture.

In the third quarter of 2013, we revised FelCor LP’s Consolidating Financial Information related to (1) the presentation of intercompany notes between a Subsidiary Guarantor, a Non-Guarantor Subsidiary, and FelCor LP and (2) the presentation of accumulated other comprehensive income and the related foreign currency translation adjustment in the consolidating statements as follows:

(1) Certain intercompany notes owed by a Subsidiary Guarantor to one of the Non-Guarantor Subsidiaries were historically included within equity as a component of common units. These amounts have been reclassified to properly reflect the notes as intercompany debt in the consolidating balance sheet of the Subsidiary Guarantor and as other assets in the consolidating balance sheet of the Non-Guarantor Subsidiary. The impact of this correction (which eliminates in consolidation) increases debt and total liabilities of the Subsidiary Guarantor and increases other assets and total assets of the Non-Guarantor Subsidiaries as follows (in millions):

December 31, 2011	$	21
December 31, 2012	$	11
March 31, 2013	$	12
June 30, 2013	$	11

In addition to the notes above, there were also intercompany notes at December 31, 2011 owed by a Non-Guarantor Subsidiary to FelCor LP that resulted in an increase in debt and a decrease in common units of $11 million for the Non-Guarantor Subsidiaries at December 31, 2011.

23

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

Certain of these intercompany notes are denominated in foreign currency; accordingly, the Subsidiary Guarantor and Non-Guarantor Subsidiary also revised their accumulated other comprehensive income, or AOCI, and the condensed consolidating statement of comprehensive loss allocation to properly reflect the foreign currency translation adjustment related to the notes that were reclassified as discussed above. The result (which eliminates in consolidation) was to decrease AOCI for the Subsidiary Guarantor and to increase AOCI for the Non-Guarantor Subsidiary by the following amounts (in millions):

December 31, 2011	$	21
December 31, 2012	$	21
March 31, 2013	$	21
June 30, 2013	$	21

The impact to the statement of comprehensive loss (which also eliminates in consolidation) was to decrease (increase) the foreign currency translation adjustment in the Subsidiary Guarantor with an offsetting increase (decrease) in the Non-Guarantor Subsidiary as follows (in millions):

For the years ended:
December 31, 2012	$	0.3
December 31, 2011	$	(0.8	)
December 31, 2010	$	2.0
For the:
Three months ended March 31, 2013	$	(0.3	)
Three months ended March 31, 2012	$	0.3
Three months ended June 30, 2013	$	(0.5	)
Three months ended June 30, 2012	$	(0.2	)
Three months ended September 30, 2012	$	0.4
Six months ended June 30, 2013	$	(0.7	)
Six months ended June 30, 2012	$	—
Nine months ended September 30, 2012	$	0.4

(2) Historically, FelCor LP presented the accumulated other comprehensive income related to its subsidiaries within common units of FelCor LP. These amounts were reclassified to properly state accumulated other comprehensive income as a separate component of FelCor LP’s equity in the consolidating balance sheet. Similarly, the related foreign currency translation adjustment will be added as a foreign currency translation adjustment to FelCor LP in the consolidating statement of comprehensive income. The impact of these balance sheet revisions (which eliminate in consolidation

24

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

and have no net effect on FelCor LP’s net equity) are to increase AOCI (and decrease common units) for FelCor LP as follows (in millions):

December 31, 2011	$	26
December 31, 2012	$	26
March 31, 2013	$	26
June 30, 2013	$	25

The impact of the revisions to the related condensed consolidating statement of comprehensive loss (which eliminate in consolidation) is to increase (decrease) foreign currency translation adjustment, comprehensive income (loss) and comprehensive income (loss) attributable to FelCor LP for FelCor LP as follows (in millions):

For the years ended:
December 31, 2012	$	0.3
December 31, 2011	$	(0.7	)
December 31, 2010	$	2.9
For the:
Three months ended March 31, 2013	$	(0.4	)
Three months ended March 31, 2012	$	0.3
Three months ended June 30, 2013	$	(0.6	)
Three months ended June 30, 2012	$	(0.3	)
Three months ended September 30, 2012	$	0.5
Six months ended June 30, 2013	$	(0.9	)
Six months ended June 30, 2012	$	—
Nine months ended September 30, 2012	$	0.5

Management evaluated the impact of the above corrections on all previously issued condensed consolidating financial statements and concluded the impact was not material. However, in order to present the above amounts appropriately in all comparative periods, the Company will revise previously issued condensed consolidating financial information to the extent the periods are included in future filings.

The following tables present consolidating information for the Subsidiary Guarantors.

25

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11. FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Total Consolidated
Net investment in hotels	$	47,869		$	1,057,396		$	567,148	$	—		$	1,672,413
Hotel development	—			—			195,919		—			195,919
Equity investment in consolidated entities	1,515,142			—			—		(1,515,142		)	—
Investment in unconsolidated entities	37,229			12,473			1,367		—			51,069
Hotel held for sale	9,676			8			—		—			9,684
Cash and cash equivalents	15,731			45,649			7,209		—			68,589
Restricted cash	—			6,955			71,179		—			78,134
Accounts receivable, net	160			38,186			546		—			38,892
Deferred expenses, net	21,402			—			9,519		—			30,921
Other assets	8,719			12,513			17,249		(11,740		)	26,741
Total assets	$	1,655,928		$	1,173,180		$	870,136	$	(1,526,882	)	$	2,172,362
Debt, net	$	1,277,723		$	11,740		$	370,442	$	(11,740	)	$	1,648,165
Distributions payable	8,545			—			—		—			8,545
Accrued expenses and other liabilities	40,948			109,426			13,090		—			163,464
Total liabilities	1,327,216			121,166			383,532		(11,740		)	1,820,174
Redeemable units	3,804			—			—		—			3,804
Preferred units	478,774			—			—		—			478,774
Common units	(179,422		)	1,047,816			441,770		(1,489,586		)	(179,422		)
Accumulated other comprehensive income	25,556			4,630			20,926		(25,556		)	25,556
Total FelCor LP partners’ capital	324,908			1,052,446			462,696		(1,515,142		)	324,908
Noncontrolling interests	—			(432		)	23,908		—			23,476
Total partners’ capital	324,908			1,052,014			486,604		(1,515,142		)	348,384
Total liabilities and partners’ capital	$	1,655,928		$	1,173,180		$	870,136	$	(1,526,882	)	$	2,172,362

26

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Total Consolidated
Net investment in hotels	$	66,945		$	1,102,262		$	625,357	$	—		$	1,794,564
Hotel development	—			—			146,079		—			146,079
Equity investment in consolidated entities	1,551,377			—			—		(1,551,377		)	—
Investment in unconsolidated entities	42,508			11,173			1,401		—			55,082
Cash and cash equivalents	8,312			30,425			7,008		—			45,745
Restricted cash	—			9,186			68,741		—			77,927
Accounts receivable, net	96			24,432			855		—			25,383
Deferred expenses, net	22,657			—			11,605		—			34,262
Other assets	8,122			10,322			16,187		(11,240		)	23,391
Total assets	$	1,700,017		$	1,187,800		$	877,233	$	(1,562,617	)	$	2,202,433
Debt, net	$	1,273,587		$	11,240		$	356,938	$	(11,240	)	$	1,630,525
Distributions payable	8,545			—			—		—			8,545
Accrued expenses and other liabilities	20,316			95,986			22,140		—			138,442
Total liabilities	1,302,448			107,226			379,078		(11,240		)	1,777,512
Redeemable units	2,902			—			—		—			2,902
Preferred units	478,774			—			—		—			478,774
Common units	(110,258		)	1,076,067			449,159		(1,525,226		)	(110,258		)
Accumulated other comprehensive income	26,151			4,782			21,369		(26,151		)	26,151
Total FelCor LP partners’ capital	394,667			1,080,849			470,528		(1,551,377		)	394,667
Noncontrolling interests	—			(275		)	27,627		—			27,352
Total partners’ capital	394,667			1,080,574			498,155		(1,551,377		)	422,019
Total liabilities and partners’ capital	$	1,700,017		$	1,187,800		$	877,233	$	(1,562,617	)	$	2,202,433

27

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSEDCONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended September 30, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenues:
Hotel operating revenue	$	—		$	230,979		$	—		$	—		$	230,979
Percentage lease revenue	2,756			—			21,567			(24,323		)	—
Other revenue	1			1,401			182			—			1,584
Total revenues	2,757			232,380			21,749			(24,323		)	232,563
Expenses:
Hotel operating expenses	—			153,034			—			—			153,034
Taxes, insurance and lease expense	1,066			45,836			3,378			(24,323		)	25,957
Corporate expenses	(212		)	4,694			1,335			—			5,817
Depreciation and amortization	1,004			18,045			11,075			—			30,124
Conversion expenses	—			(17		)	(64		)	—			(81		)
Other expenses	105			1,174			823			—			2,102
Total operating expenses	1,963			222,766			16,547			(24,323		)	216,953
Operating income	794			9,614			5,202			—			15,610
Interest expense, net	(20,976		)	(317		)	(4,703		)	—			(25,996		)
Gain on involuntary conversion, net	—			—			21			—			21
Loss before equity in income from unconsolidated entities	(20,182		)	9,297			520			—			(10,365		)
Equity in income from consolidated entities	21,537			—			—			(21,537		)	—
Equity in income from unconsolidated entities	1,602			509			(11		)	—			2,100
Loss from continuing operations	2,957			9,806			509			(21,537		)	(8,265		)
Income from discontinued operations	241			2,122			9,691			—			12,054
Net income	3,198			11,928			10,200			(21,537		)	3,789
Income attributable to noncontrolling interests	—			319			(910		)	—			(591		)
Net income attributable to FelCor LP	3,198			12,247			9,290			(21,537		)	3,198
Preferred distributions	(9,678		)	—			—			—			(9,678		)
Net loss attributable to FelCor LP common unitholders	$	(6,480	)	$	12,247		$	9,290		$	(21,537	)	$	(6,480	)

28

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSEDCONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended September 30, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenues:
Hotel operating revenue	$	—		$	223,000		$	—		$	—		$	223,000
Percentage lease revenue	2,575			—			29,718			(32,293		)	—
Other revenue	7			1,269			165			—			1,441
Total revenues	2,582			224,269			29,883			(32,293		)	224,441
Expenses:
Hotel operating expenses	—			150,335			—			—			150,335
Taxes, insurance and lease expense	319			52,721			4,024			(32,293		)	24,771
Corporate expenses	139			3,643			1,913			—			5,695
Depreciation and amortization	1,248			16,142			12,660			—			30,050
Other expenses	88			1,584			287			—			1,959
Total operating expenses	1,794			224,425			18,884			(32,293		)	212,810
Operating income	788			(156		)	10,999			—			11,631
Interest expense, net	(21,532		)	(3,997		)	(5,039		)	—			(30,568		)
Debt extinguishment	—			—			(10,377		)	—			(10,377		)
Loss before equity in income from unconsolidated entities	(20,744		)	(4,153		)	(4,417		)	—			(29,314		)
Equity in income from consolidated entities	559			—			—			(559		)	—
Equity in income from unconsolidated entities	1,040			507			(11		)	—			1,536
Loss from continuing operations	(19,145		)	(3,646		)	(4,428		)	(559		)	(27,778		)
Income from discontinued operations	(24		)	(3,375		)	11,622			—			8,223
Net loss	(19,169		)	(7,021		)	7,194			(559		)	(19,555		)
Loss attributable to noncontrolling interests	—			286			100			—			386
Net loss attributable to FelCor LP	(19,169		)	(6,735		)	7,294			(559		)	(19,169		)
Preferred distributions	(9,678		)	—			—			—			(9,678		)
Net loss attributable to FelCor LP common unitholders	$	(28,847	)	$	(6,735	)	$	7,294		$	(559	)	$	(28,847	)

29

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSEDCONSOLIDATING STATEMENT OF OPERATIONS

For the Nine Months EndedSeptember 30, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenues:
Hotel operating revenue	$	—		$	682,927		$	—		$	—		$	682,927
Percentage lease revenue	5,633			—			67,918			(73,551		)	—
Other revenue	6			2,653			375			—			3,034
Total revenues	5,639			685,580			68,293			(73,551		)	685,961
Expenses:
Hotel operating expenses	—			459,262			—			—			459,262
Taxes, insurance and lease expense	1,756			134,714			10,290			(73,551		)	73,209
Corporate expenses	169			15,048			5,126			—			20,343
Depreciation and amortization	3,439			53,534			33,434			—			90,407
Impairment loss	14,294			—			10,147			—			24,441
Conversion expenses	23			666			445			—			1,134
Other expenses	2,883			2,533			1,422			—			6,838
Total operating expenses	22,564			665,757			60,864			(73,551		)	675,634
Operating income	(16,925		)	19,823			7,429			—			10,327
Interest expense, net	(63,961		)	(940		)	(14,152		)	—			(79,053		)
Gain on involuntary conversion, net	—			—			21			—			21
Loss before equity in income from unconsolidated entities	(80,886		)	18,883			(6,702		)	—			(68,705		)
Equity in income from consolidated entities	38,096			—			—			(38,096		)	—
Equity in income from unconsolidated entities	3,454			675			(34		)	—			4,095
Loss from continuing operations	(39,336		)	19,558			(6,736		)	(38,096		)	(64,610		)
Income from discontinued operations	(2,654		)	1,763			19,890			—			18,999
Net loss	(41,990		)	21,321			13,154			(38,096		)	(45,611		)
Loss attributable to noncontrolling interests	—			558			3,063			—			3,621
Net loss attributable to FelCor LP	(41,990		)	21,879			16,217			(38,096		)	(41,990		)
Preferred distributions	(29,034		)	—			—			—			(29,034		)
Net loss attributable to FelCor LP common unitholders	$	(71,024	)	$	21,879		$	16,217		$	(38,096	)	$	(71,024	)

30

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSEDCONSOLIDATING STATEMENT OF OPERATIONS

For the Nine Months EndedSeptember 30, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenues:
Hotel operating revenue	$	—		$	654,853		$	—		$	—		$	654,853
Percentage lease revenue	5,401			—			85,866			(91,267		)	—
Other revenue	12			2,311			349			—			2,672
Total revenues	5,413			657,164			86,215			(91,267		)	657,525
Expenses:
Hotel operating expenses	—			443,823			—			—			443,823
Taxes, insurance and lease expense	1,065			149,101			11,358			(91,267		)	70,257
Corporate expenses	333			12,601			7,140			—			20,074
Depreciation and amortization	3,523			46,667			37,115			—			87,305
Other expenses	564			2,765			393			—			3,722
Total operating expenses	5,485			654,957			56,006			(91,267		)	625,181
Operating income	(72		)	2,207			30,209			—			32,344
Interest expense, net	(63,906		)	(12,078		)	(15,029		)	—			(91,013		)
Debt extinguishment	(7		)	(26		)	(10,465		)	—			(10,498		)
Loss before equity in income from unconsolidated entities	(63,985		)	(9,897		)	4,715			—			(69,167		)
Equity in income from consolidated entities	26,048			—			—			(26,048		)	—
Equity in income from unconsolidated entities	2,058			650			(34		)	—			2,674
Loss from continuing operations	(35,879		)	(9,247		)	4,681			(26,048		)	(66,493		)
Income from discontinued operations	(69		)	(7,488		)	37,662			—			30,105
Net loss	(35,948		)	(16,735		)	42,343			(26,048		)	(36,388		)
Loss attributable to noncontrolling interests	—			575			(135		)	—			440
Net loss attributable to FelCor LP	(35,948		)	(16,160		)	42,208			(26,048		)	(35,948		)
Preferred distributions	(29,034		)	—			—			—			(29,034		)
Net loss attributable to FelCor LP common unitholders	$	(64,982	)	$	(16,160	)	$	42,208		$	(26,048	)	$	(64,982	)

31

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2013

(in thousands)

	FelCor LP		Subsidiary Guarantors		Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Net income	$	3,198	$	11,928	$	10,200		$	(21,537	)	$	3,789
Foreign currency translation adjustment	329		54		275			(329		)	329
Comprehensive income	3,527		11,982		10,475			(21,866		)	4,118
Comprehensive income attributable to noncontrolling interests	—		319		(910		)	—			(591		)
Comprehensive income attributable to FelCor LP	$	3,527	$	12,301	$	9,565		$	(21,866	)	$	3,527

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Three Months Ended September 30, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Total Consolidated
Net loss	$	(19,169	)	$	(7,021	)	$	7,194	$	(559	)	$	(19,555	)
Foreign currency translation adjustment	502			113			389		(502		)	502
Comprehensive loss	(18,667		)	(6,908		)	7,583		(1,061		)	(19,053		)
Comprehensive loss attributable to noncontrolling interests	—			286			100		—			386
Comprehensive loss attributable to FelCor LP	$	(18,667	)	$	(6,622	)	$	7,683	$	(1,061	)	$	(18,667	)

32

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Nine Months Ended September 30, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Net loss	$	(41,990	)	$	21,321		$	13,154		$	(38,096	)	$	(45,611	)
Foreign currency translation adjustment	(595		)	(153		)	(442		)	595			(595		)
Comprehensive loss	(42,585		)	21,168			12,712			(37,501		)	(46,206		)
Comprehensive loss attributable to noncontrolling interests	—			558			3,063			—			3,621
Comprehensive loss attributable to FelCor LP	$	(42,585	)	$	21,726		$	15,775		$	(37,501	)	$	(42,585	)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Nine Months Ended September 30, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Net loss	$	(35,948	)	$	(16,735	)	$	42,343		$	(26,048	)	$	(36,388	)
Foreign currency translation adjustment	493			63			430			(493		)	493
Comprehensive loss	(35,455		)	(16,672		)	42,773			(26,541		)	(35,895		)
Comprehensive loss attributable to noncontrolling interests	—			575			(135		)	—			440
Comprehensive loss attributable to FelCor LP	$	(35,455	)	$	(16,097	)	$	42,638		$	(26,541	)	$	(35,455	)

33

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2013

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Operating activities:
Cash flows from operating activities	$	(33,236	)	$	73,336		$	28,271		$	—		$	68,371
Investing activities:
Improvements and additions to hotels	2,467			(46,230		)	(30,693		)	—			(74,456		)
Hotel development	—			—			(46,724		)	—			(46,724		)
Net proceeds from asset dispositions	(24		)	18,277			71,676			—			89,929
Distributions from unconsolidated entities	5,343			875			—			—			6,218
Contributions to unconsolidated entities	—			(1,500		)	—			—			(1,500		)
Intercompany financing	64,238			—			—			(64,238		)	—
Other	—			2,006			(2,458		)	—			(452		)
Cash flows from investing activities	72,024			(26,572		)	(8,199		)	(64,238		)	(26,985		)
Financing activities:
Proceeds from borrowings	—			—			137,245			—			137,245
Repayment of borrowings	—			—			(123,741		)	—			(123,741		)
Distributions paid to preferred unitholders	(29,034		)	—			—			—			(29,034		)
Intercompany financing	—			(31,907		)	(32,331		)	64,238			—
Other	(2,335		)	401			(1,044		)	—			(2,978		)
Cash flows from financing activities	(31,369		)	(31,506		)	(19,871		)	64,238			(18,508		)
Effect of exchange rate changes on cash	—			(34		)	—			—			(34		)
Change in cash and cash equivalents	7,419			15,224			201			—			22,844
Cash and cash equivalents at beginning of period	8,312			30,425			7,008			—			45,745
Cash and cash equivalents at end of period	$	15,731		$	45,649		$	7,209		$	—		$	68,589

34

FELCOR LODGING TRUST INCORPORATED AND FELCOR LODGING LIMITED PARTNERSHIP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.    FelCor LP’s Consolidating Financial Information – (continued)

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2012

(in thousands)

	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Operating activities:
Cash flows from operating activities	$	(36,423	)	$	25,768		$	83,462		$	—		$	72,807
Investing activities:
Improvements and additions to hotels	(7,158		)	(64,516		)	(28,311		)	—			(99,985		)
Hotel development	—			—			(16,707		)	—			(16,707		)
Net proceeds from asset dispositions	(14		)	7,931			116,693			—			124,610
Distributions from unconsolidated entities	11,269			625			—			—			11,894
Intercompany financing	140,154			—			—			(140,154		)	—
Other	—			3,351			(753		)	—			2,598
Cash flows from investing activities	144,251			(52,609		)	70,922			(140,154		)	22,410
Financing activities:
Proceeds from borrowings	—			—			378,750			—			378,750
Repayment of borrowings	(96		)	(16,452		)	(378,807		)	—			(395,355		)
Distributions paid to preferred unitholders	(59,021		)	—			—			—			(59,021		)
Intercompany financing	—			10,272			(150,426		)	140,154			—
Other	—			1,796			(3,138		)	—			(1,342		)
Cash flows from financing activities	(59,117		)	(4,384		)	(153,621		)	140,154			(76,968		)
Effect of exchange rate changes on cash	—			112			—			—			112
Change in cash and cash equivalents	48,711			(31,113		)	763			—			18,361
Cash and cash equivalents at beginning of period	23,503			67,001			3,254			—			93,758
Cash and cash equivalents at end of period	$	72,214		$	35,888		$	4,017		$	—		$	112,119

35

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

General

Lodging demand growth remains strong and supply growth remains near historically low levels, which should provide for continued sustainable revenue per available room (“RevPAR”) growth. The RevPAR for our 52 comparable hotels (our Consolidated Hotels excluding the Wyndham portfolio) increased 7.1% in the third quarter of 2013 compared to the same period last year. Overall, for all of our Consolidated Hotels, RevPAR grew 2.8% in the third quarter of 2013 compared to the same period last year, driven primarily by a 2.6% increase in average daily rate (“ADR”) coupled with a slight increase (10 basis points) in occupancy.

RevPAR for the Wyndham portfolio declined 20.3% for the third quarter compared to the same period last year. This decline reflects the impact of transitioning brands and management companies, including related renovations. We expect revenues at these hotels to improve meaningfully as transitional disruption subsides. In addition, as previously disclosed, Wyndham’s parent has guaranteed a minimum level of net operating income for each year of the ten-year term. Wyndham’s payments under this guaranty are subject to an aggregate $100 million limit over the term, with an annual $21.5 million limit. For March through September 2013 (the first seven months during which Wyndham managed the hotels for FelCor), we have recorded a $5.2 million pro rata portion of the projected full-year guaranty (of which $2.4 million is for the third quarter of 2013) as a reduction of Wyndham's contractual management and other fees.

To date, we have sold 24 of 39 non-strategic hotels as part of our portfolio repositioning plan. We are currently marketing six non-strategic hotels, of which we have agreed to sell three. The remaining nine non-strategic hotels are owned by joint ventures, and we continue to advance toward agreements with our partners, and expect to begin marketing those properties in early 2014.

Results of Operations

Comparison of the Three Months ended September 30, 2013 and 2012

For the three months ended September 30, 2013, we recorded $3.8 million in net income compared to a net loss of $19.6 million for the same period last year. Our 2013 net income included a $11.8 million net gain on sale of hotels included in discontinued operations. Our 2012 net loss included $11.8 million in debt extinguishment charges (of which $1.4 million are included in discontinued operations) and $1.1 million of hurricane-related charges (of which $433,000 are included in discontinued operations). The 2012 charges were offset by a $9.9 million net gain on the sale of a hotel, which is included in discontinued operations.

For the three months ended September 30, 2013:

• Total revenue was $232.6 million, 3.6% more than last year. The increase was driven by a 2.8%increase in same-store RevPAR, reflecting a 2.6%increase in ADR and a 10 basis point increase in occupancy.

• Hotel departmental expenses increased $2.5 million. As a percentage of total revenue, hotel departmental expenses decreased from 35.7% last year to 35.5% in the current period. This decrease reflects favorable profitability margins in the rooms department, resulting from revenue increases driven primarily by ADR as opposed to occupancy.

• Other property-related costs increased $1.4 million. As a percentage of total revenue, other property-related costs decreased from 26.6% to 26.3%. This decrease primarily results from

36

lower costs as a percent of total revenue associated with our sales efforts and marketing programs in the current period.

• Management and franchise fees decreased $1.2 million. As a percentage of total revenue, these costs decreased from 4.6% last year to 4.0% in the current period. We converted eight hotels to Wyndham brands and management on March 1, 2013. Wyndham earns lower management fees than the previous management company. In addition, Wyndham’s guaranty of a minimum level of net operating income has reduced Wyndham’s contractual management fees during the current period. These arrangements with Wyndham more than offset increases in fees resulting from higher revenue.

• Taxes, insurance and lease expense increased $1.2 million and increased as a percent of total revenue from 11.0% last year to 11.2% in the current period. The increase reflects a combination of higher percentage lease expense (computed as a percentage of hotel revenues in excess of base rent; as revenue increases, percentage rent increases at a faster rate than other expenses) and higher property and other taxes (last year we achieved significant reductions after appeals), partially offset by lower general liability insurance (reflecting more favorable claims experience).

• Net interest expense decreased $4.6 million. The decrease reflects our lower average interest rate and increased capitalized interest, partially offset by an increase in average debt for the period.

• Debt extinguishment. For the three months ended September 30, 2013, no debt extinguishment charges were included in continuing operations, while continuing operations for the same period last year included $10.4 million in debt extinguishment charges. The charges incurred in the prior year include prepayment penalties and the write-off of deferred loan costs related to the repayment of $143.5 million in debt secured by properties included in continuing operations.

• Discontinued operations include the results of operations for one hotel designated as held for sale at September 30, 2013, four hotels sold in 2013 and ten hotels sold in 2012. Discontinued operations in 2013 included a $11.8 million net gain on sale of hotels. Discontinued operations for 2012 primarily consisted of a $9.9 million net gain on the sale of one hotel and$1.4 million of debt extinguishment charges (related to $49.0 million in repayment of debt).

Comparison of the Nine Months ended September 30, 2013 and 2012

For the nine months ended September 30, 2013, we recorded a $45.6 million net loss compared to a $36.4 million net loss for the same period last year. Our 2013 net loss included $27.7 million of impairment charges ($24.4 million related to two hotels included in continuing operations and $3.3 million related to one hotel included in discontinued operations), offset by a $19.1 million net gain on sale of hotels included in discontinued operations (primarily from the sale of four hotels). Our 2012 net loss included a $1.3 million impairment charge for one hotel included in discontinued operations, $1.1 million in hurricane-related charges (of which $433,000 are included in discontinued operations), and $12.6 million in debt extinguishment charges ($10.5 million included in continuing operations and $2.1 million included in discontinued operations). These 2012 charges were offset by a $26.6 million net gain on sale of hotels included in discontinued operations.

For the nine months ended September 30, 2013:

• Total revenue was $686.0 million, 4.3% more than last year. The increase was driven by a 3.4%increase in same-store RevPAR, reflecting a 3.4%increase in ADR and a 10 basis point increase in occupancy.

37

• Hotel departmental expenses increased $12.8 million. As a percentage of total revenue, hotel departmental expenses increased from 36.0% last year to 36.4% in the current period. This increase was primarily driven by low profitability at the eight transitioning Wyndham hotels.

• Other property-related costs increased $5.9 million. As a percentage of total revenue, other property-related costs decreased from 26.8% last year to 26.5% in the current period. This improvement primarily reflects revenue increases driven by ADR as opposed to occupancy.

• Management and franchise fees decreased $3.2 million. As a percentage of total revenue, these costs decreased from 4.7% last year to 4.0% in the current period. We converted eight hotels to Wyndham brands and management on March 1, 2013. Wyndham earns lower management fees than the previous management company. In addition, Wyndham’s guaranty of a minimum level of net operating income has reduced Wyndham’s contractual management fees during the current period. These arrangements with Wyndham more than offset increases in fees resulting from higher revenue.

• Taxes, insurance and lease expense increased $3.0 million and remained relatively flat as a percentage of total revenue. The increase reflects a combination of higher percentage lease expense (computed as a percentage of hotel revenues in excess of base rent; as revenue increases, percentage rent increases at a faster rate than other expenses) and higher property and other taxes (last year we achieved significant reductions after appeals). These higher expenses are partially offset by lower general liability insurance (reflecting more favorable claims experience).

• Depreciation and amortization expense increased $3.1 million, primarily reflecting additional depreciation after investing $121.5 million of capital in our hotels in 2012.

• Impairment loss. For the nine months ended September 30, 2013, we recorded $24.4 million of impairment charges for two hotels included in continuing operations after we reduced their estimated hold periods.

• Conversion expenses. We converted eight hotels to Wyndham brands and management in March 2013. We classified those expenses as conversion expense in our 2013 statements of operations.

• Other expenses increased $3.1 million compared to the same period in 2012, primarily related to severance costs for two employees and pre-opening costs on our hotel development.

• Net interest expense decreased $12.0 million, primarily reflecting our lower average interest rate. Lower interest rates in 2013 are partially offset by an increase in average debt for the period, as well as less capitalized interest attributable to renovation and redevelopment projects.

• Debt extinguishment. For the nine months ended September 30, 2013, no debt extinguishment charges were included in continuing operations, while continuing operations for the same period last year included $10.5 million in debt extinguishment charges. The charges incurred in the prior year include prepayment penalties and the write-off of deferred loan costs related to the repayment of $143.5 million in debt secured by properties included in continuing operations.

• Discontinued operations include the results of operations for one hotel designated as held for sale at September 30, 2013, four hotels sold in 2013 and ten hotels sold in 2012. Discontinued operations in 2013 included a $19.1 million net gain (primarily related to the sale of four hotels), offset by a $3.3 million impairment charge for the one hotel designated as held for sale. Discontinued operations for 2012 primarily consisted of a $26.6 million net gain on the sales of seven hotels, a $1.3 million impairment loss for one hotel and $2.1 million of debt extinguishment charges (related to $118.2 million in repayment of debt).

38

Non-GAAP Financial Measures

We refer in this report to certain “non-GAAP financial measures.” These measures, including FFO, Adjusted FFO, EBITDA, Adjusted EBITDA, Same-store Adjusted EBITDA, Hotel EBITDA, and Hotel EBITDA margin, are measures of our financial performance that are not calculated and presented in accordance with GAAP. The following tables reconcile these non-GAAP measures to the 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 the limitations of such measures.

39

Reconciliation of Net Income (Loss) to FFO and Adjusted FFO

(in thousands, except per share data)

	Three Months Ended September 30,
	2013							2012
	Dollars			Shares	Per Share Amount			Dollars			Shares	Per Share Amount
Net income (loss)	$	3,789						$	(19,555	)
Noncontrolling interests	(559		)					530
Preferred dividends	(9,678		)					(9,678		)
Net loss attributable to FelCor common stockholders	(6,448		)	123,817	$	(0.05	)	(28,703		)	123,640	$	(0.23	)
Depreciation and amortization	30,124			—	0.24			30,050			—	0.25
Depreciation, discontinued operations and unconsolidated entities	3,461			—	0.03			5,363			—	0.04
Gain on involuntary conversion	(21		)	—	—			—			—	—
Gain on involuntary conversion, discontinued operations, net of noncontrolling interests in other partnerships	(57		)	—	—			—			—	—
Gain on sale of hotels, net of noncontrolling interests in other partnerships	(10,958		)	—	(0.09		)	(9,922		)	—	(0.08		)
Noncontrolling interests in FelCor LP	(32		)	618	—			(144		)	626	(0.01		)
Conversion of unvested restricted stock	—			983	—			—			—	—
FFO	16,069			125,418	0.13			(3,356		)	124,266	(0.03		)
Acquisition costs	—			—	—			16			—	—
Hurricane loss	—			—	—			646			—	0.01
Hurricane loss, discontinued operations and unconsolidated entities	—			—	—			436			—	—
Debt extinguishment, including discontinued operations	—			—	—			11,786			—	0.09
Severance costs	106			—	—			71			—	—
Conversion expenses	(81		)	—	—			—			—	—
Variable stock compensation	151			—	—			—			—	—
Abandoned projects	—			—	—			219			—	—
Pre-opening costs, net of noncontrolling interests	814			—	0.01			202			—	—
Conversion of unvested restricted stock	—			—	—			—			358	0.01
Adjusted FFO	$	17,059		125,418	$	0.14		$	10,020		124,624	$	0.08

40

Reconciliation of Net Loss to FFO and Adjusted FFO

(in thousands, except per share data)

	Nine Months Ended September 30,
	2013							2012
	Dollars			Shares	Per Share Amount			Dollars			Shares	Per Share Amount
Net loss	$	(45,611	)					$	(36,388	)
Noncontrolling interests	3,973							769
Preferred dividends	(29,034		)					(29,034		)
Net loss attributable to FelCor common stockholders	(70,672		)	123,815	$	(0.57	)	(64,653		)	123,648	$	(0.52	)
Depreciation and amortization	90,407			—	0.73			87,305			—	0.71
Depreciation, discontinued operations and unconsolidated entities	11,800			—	0.10			18,554			—	0.15
Gain on involuntary conversion	(21		)	—	—			—			—	—
Gain on involuntary conversion, discontinued operations, net of noncontrolling interests in other partnerships	(57		)	—	—			—			—	—
Impairment loss, net of noncontrolling interests in other partnerships	20,382			—	0.16			—			—	—
Impairment loss, discontinued operations	3,265			—	0.03			1,335			—	0.01
Gain on sale of hotels, net of noncontrolling interests in other partnerships	(18,217		)	—	(0.15		)	(26,641		)	—	(0.22		)
Noncontrolling interests in FelCor LP	(352		)	620	(0.01		)	(329		)	630	—
Conversion of unvested restricted stock	—			672	—			—			280	—
FFO	36,535			125,107	0.29			15,571			124,558	0.13
Acquisition costs	23			—	—			114			—	—
Hurricane loss	—			—	—			646			—	0.01
Hurricane loss, discontinued operations and unconsolidated entities	—			—	—			436			—	—
Debt extinguishment, including discontinued operations	—			—	—			12,598			—	0.10
Severance costs	2,896			—	0.02			451			—	—
Conversion expenses	1,134			—	0.01			—			—	—
Variable stock compensation	374			—	—			—			—	—
Abandoned projects	—			—	—			219			—	—
Pre-opening costs, net of noncontrolling interests	1,376			—	0.02			245			—	—
Adjusted FFO	$	42,338		125,107	$	0.34		$	30,280		124,558	$	0.24

41

Reconciliation of Net Income (Loss) to EBITDA, Adjusted EBITDA and Same-Store Adjusted EBITDA

(in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Net income (loss)	$	3,789		$	(19,555	)	$	(45,611	)	$	(36,388	)
Depreciation and amortization	30,124			30,050			90,407			87,305
Depreciation, discontinued operations and unconsolidated entities	3,461			5,363			11,800			18,554
Interest expense	26,011			30,602			79,113			91,129
Interest expense, discontinued operations and unconsolidated entities	681			1,725			2,032			6,595
Noncontrolling interests in other partnerships	(591		)	386			3,621			440
EBITDA	63,475			48,571			141,362			167,635
Impairment loss, net of noncontrolling interests in other partnerships	—			—			20,382			—
Impairment loss, discontinued operations	—			—			3,265			1,335
Hurricane loss	—			646			—			646
Hurricane loss, discontinued operations and unconsolidated entities	—			436			—			436
Debt extinguishment, including discontinued operations	—			11,786			—			12,598
Acquisition costs	—			16			23			114
Gain on sale of hotels, net of noncontrolling interests in other partnerships	(10,958		)	(9,922		)	(18,217		)	(26,641		)
Gain on involuntary conversion	(21		)	—			(21		)	—
Gain on involuntary conversion, discontinued operations, net of noncontrolling interests in other partnerships	(57		)	—			(57		)	—
Amortization of fixed stock and directors’ compensation	1,397			1,210			4,547			3,748
Severance costs	106			71			2,896			451
Abandoned projects	—			219			—			219
Conversion expenses	(81		)	—			1,134			—
Variable stock compensation	151			—			374			—
Pre-opening costs, net of noncontrolling interests	814			202			1,376			245
Adjusted EBITDA	$	54,826		$	53,235		157,064			160,786
Adjusted EBITDA from discontinued operations	(908		)	(3,773		)	(6,610		)	(21,855		)
Same-store Adjusted EBITDA	$	53,918		$	49,462		$	150,454		$	138,931

42

Reconciliation of Income from Discontinued Operations to Adjusted EBITDA

from Discontinued Operations

(in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Income from discontinued operations	$	12,054		$	8,223		$	18,999		$	30,105
Depreciation and amortization, net of noncontrolling interests in other partnerships	747			2,609			3,586			10,055
Interest expense	—			1,031			—			4,527
Noncontrolling interests in other partnerships	(878		)	(10		)	(966		)	(59		)
EBITDA from discontinued operations	$	11,923		$	11,853		$	21,619		$	44,628
Impairment loss	—			—			3,265			1,335
Hurricane loss	—			433			—			433
Debt extinguishment	—			1,409			—			2,100
Gain on involuntary conversion, net of noncontrolling interests in other partnerships	(57		)	—			(57		)	—
Gain on sale, net of noncontrolling interests in other partnerships	(10,958		)	(9,922		)	(18,217		)	(26,641		)
Adjusted EBITDA from discontinued operations	$	908		$	3,773		$	6,610		$	21,855

Hotel EBITDA and Hotel EBITDA Margin

(dollars in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Same-store operating revenue:
Room	$	185,281		$	179,085		$	533,618		$	514,029
Food and beverage	33,460			31,968			113,380			103,578
Other operating departments	12,238			11,947			35,929			37,246
Same-store operating revenue	230,979			223,000			682,927			654,853
Same-store operating expense:
Room	48,436			47,095			141,701			136,221
Food and beverage	28,513			27,609			91,061			84,250
Other operating departments	5,660			5,440			16,990			16,515
Other property related costs	61,153			59,766			181,942			176,050
Management and franchise fees	9,272			10,425			27,568			30,787
Taxes, insurance and lease expense	15,907			15,588			45,374			44,410
Same-store operating expense	168,941			165,923			504,636			488,233
Hotel EBITDA	$	62,038		$	57,077		$	178,291		$	166,620
Hotel EBITDA Margin	26.9		%	25.6		%	26.1		%	25.4		%

43

Hotel EBITDA and Hotel EBITDA Margin (continued)

(dollars in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Hotel EBITDA - Comparable core (37)	$	41,659		$	36,549		$	121,495		$	107,689
Hotel EBITDA - Non-strategic (15)	10,377			9,613			30,507			28,838
Hotel EBITDA - Comparable (52)	52,036			46,162			152,002			136,527
Hotel EBITDA - Wyndham (8)	10,002			10,915			26,289			30,093
Hotel EBITDA (60)	$	62,038		$	57,077		$	178,291		$	166,620
Hotel EBITDA Margin - Comparable core (37)	25.0		%	23.7		%	24.7		%	23.7		%
Hotel EBITDA Margin - Non-strategic (15)	27.3		%	26.7		%	27.5		%	27.0		%
Hotel EBITDA Margin - Comparable (52)	25.4		%	24.3		%	25.2		%	24.3		%
Hotel EBITDA Margin - Wyndham (8)	37.8		%	33.4		%	33.1		%	32.5		%
Hotel EBITDA Margin (60)	26.9		%	25.6		%	26.1		%	25.4		%

Reconciliation of Same-store Operating Revenue and Same-store Operating Expense to Total Revenue, Total Operating Expense and Operating Income

(in thousands)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Same-store operating revenue	$	230,979		$	223,000		$	682,927		$	654,853
Other revenue	1,584			1,441			3,034			2,672
Total revenue	232,563			224,441			685,961			657,525
Same-store operating expense	168,941			165,923			504,636			488,233
Consolidated hotel lease expense(a)	11,849			10,910			33,572			31,339
Unconsolidated taxes, insurance and lease expense	(1,799		)	(1,727		)	(5,737		)	(5,492		)
Corporate expenses	5,817			5,695			20,343			20,074
Depreciation and amortization	30,124			30,050			90,407			87,305
Impairment loss	—			—			24,441			—
Hurricane loss	—			646			—			646
Conversion expenses	(81		)	—			1,134			—
Other expenses	2,102			1,313			6,838			3,076
Total operating expense	216,953			212,810			675,634			625,181
Operating income	$	15,610		$	11,631		$	10,327		$	32,344

(a) 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.

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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 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.

• Other transaction costs - From time to time, we periodically incur costs that are not indicative of ongoing operating performance. Such costs include, but are not limited to, conversions costs, acquisition costs, pre-opening costs and severance costs. We exclude these costs from the calculation of Adjusted FFO and Adjusted EBITDA.

• Variable stock compensation - We exclude the cost associated with our variable stock compensation. This cost is subject to volatility related to the price and dividends of our common stock that does not necessarily correspond to our operating performance.

45

In addition, to derive Adjusted EBITDA, we exclude gains or losses on the sale of depreciable assets and impairment losses because including them in EBITDA is inconsistent with reporting 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. We also exclude the amortization of our fixed stock compensation. While this amortization is included in corporate expenses and is not separately stated on our statements of operations, excluding this amortization is consistent with the EBITDA definition.

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 in a manner consistent with Adjusted EBITDA, however, we also eliminate all revenues and expenses from continuing operations not directly associated with hotel operations, including other income and corporate-level and other expenses. We eliminate these additional items 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 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.

Use and Limitations of Non-GAAP Measures

Our management and Board of Directors use FFO, Adjusted FFO, EBITDA, Adjusted EBITDA, Same-store 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.

46

Pro Rata Share of Rooms Owned

The following table sets forth, at September 30, 2013, our pro rata share of hotel rooms, included in continuing operations, after giving consideration to the portion of rooms attributed to our partners in our consolidated and unconsolidated joint ventures:

	Hotels	Room Count at September 30, 2013
Consolidated Hotels	60	17,644
Unconsolidated hotel operations	1	171
Total hotels	61	17,815
50% joint ventures	13	(1,573	)
60% joint venture	1	(214	)
82% joint venture	1	(40	)
90% joint ventures	2	(44	)
Pro rata rooms attributed to joint venture partners		(1,871	)
Pro rata share of rooms owned		15,944

47

Hotel Portfolio Composition

The following table illustrates the distribution of Same-store hotels.

Brand	Hotels	Rooms	2012 Hotel Operating Revenue  (in thousands)		2012 Hotel EBITDA  (in thousands)(a)
Embassy Suites Hotels	20	5,434	$	256,201	$	78,370
Wyndham and Wyndham Grand(b)	8	2,526	120,355		37,951
Renaissance and Marriott	3	1,321	111,976		17,908
DoubleTree by Hilton and Hilton	5	1,206	56,071		16,702
Sheraton and Westin	4	1,604	68,369		14,536
Fairmont	1	383	41,255		4,285
Holiday Inn	2	968	40,512		4,217
Morgans and Royalton	2	285	32,129		3,457
Core hotels	45	13,727	726,868		177,426
Non-strategic hotels	15	3,917	140,475		37,367
Same-store hotels	60	17,644	$	867,343	$	214,793
Market
San Francisco area	4	1,637	$	99,659	$	21,030
Los Angeles area	3	677	33,287		13,757
South Florida	3	923	47,298		13,253
Boston	3	916	68,121		12,123
New York area	4	820	57,052		9,731
Myrtle Beach	2	640	36,974		9,427
Atlanta	3	952	35,410		9,228
Philadelphia	2	728	36,122		8,880
Tampa	1	361	45,152		7,955
San Diego	1	600	26,445		6,687
Other markets	19	5,473	241,348		65,355
Core hotels	45	13,727	726,868		177,426
Non-strategic hotels	15	3,917	140,475		37,367
Same-store hotels	60	17,644	$	867,343	$	214,793
Location
Urban	17	5,308	$	316,355	$	74,428
Resort	10	2,929	183,808		41,465
Airport	9	2,957	126,906		33,734
Suburban	9	2,533	99,799		27,799
Core hotels	45	13,727	726,868		177,426
Non-strategic hotels	15	3,917	140,475		37,367
Same-store hotels	60	17,644	$	867,343	$	214,793

(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 2 of this Quarterly Report on Form 10-Q.

(b) These hotels converted brand and management from Holiday Inn on March 1, 2013.

48

Hotel Operating Statistics

The following tables set forth occupancy, ADR and RevPAR for the three and nine months ended September 30, 2013 and 2012, and the percentage changes therein for the periods presented, for our Same-store Consolidated Hotels included in continuing operations.

Operating Statistics by Brand

	Occupancy (%)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013	2012	%Variance		2013	2012	%Variance
Embassy Suites Hotels	79.3	76.4	3.8		77.0	76.4	0.8
Renaissance and Marriott	66.9	68.3	(2.1	)	71.6	71.3	0.5
DoubleTree by Hilton and Hilton	76.1	78.1	(2.6	)	71.5	71.9	(0.6	)
Sheraton and Westin	70.0	69.0	1.5		67.7	65.8	2.9
Fairmont	85.5	81.7	4.6		75.5	62.0	21.7
Holiday Inn	85.3	80.9	5.5		80.7	74.1	8.9
Morgans and Royalton	88.8	85.6	3.7		86.4	83.2	3.9
Comparable core hotels (37)	77.1	75.5	2.2		74.9	73.3	2.3
Non-strategic hotels (15)	77.6	73.7	5.3		76.0	73.8	2.9
Comparable hotels (52)	77.3	75.0	3.0		75.2	73.4	2.4
Wyndham and Wyndham Grand(a)	68.7	81.1	(15.3	)	67.8	78.3	(13.4	)
Same-store hotels (60)	76.0	75.9	0.2		74.2	74.1	—
	ADR ($)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013	2012	%Variance		2013	2012	%Variance
Embassy Suites Hotels	151.02	146.40	3.2		150.30	145.40	3.4
Renaissance and Marriott	191.81	171.56	11.8		209.87	194.01	8.2
DoubleTree by Hilton and Hilton	147.65	142.08	3.9		147.72	139.02	6.3
Sheraton and Westin	116.63	114.61	1.8		115.95	112.28	3.3
Fairmont	290.21	275.15	5.5		280.17	281.34	(0.4	)
Holiday Inn	176.59	159.36	10.8		144.64	134.56	7.5
Morgans and Royalton	299.78	295.74	1.4		300.11	289.76	3.6
Comparable core hotels (37)	162.42	154.53	5.1		160.67	152.78	5.2
Non-strategic hotels (15)	121.13	120.87	0.2		120.47	119.15	1.1
Comparable hotels (52)	151.66	145.89	4.0		150.15	143.95	4.3
Wyndham and Wyndham Grand(a)	140.19	149.07	(6.0	)	142.94	146.51	(2.4	)
Same-store hotels (60)	150.18	146.38	2.6		149.20	144.34	3.4
	RevPAR ($)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013	2012	%Variance		2013	2012	%Variance
Embassy Suites Hotels	119.77	111.89	7.0		115.71	111.03	4.2
Renaissance and Marriott	128.29	117.18	9.5		150.36	138.32	8.7
DoubleTree by Hilton and Hilton	112.41	111.00	1.3		105.65	99.99	5.7
Sheraton and Westin	81.65	79.09	3.2		78.53	73.91	6.3
Fairmont	248.05	224.93	10.3		211.43	174.41	21.2
Holiday Inn	150.64	128.85	16.9		116.76	99.75	17.0
Morgans and Royalton	266.15	253.11	5.2		259.43	241.05	7.6
Comparable core hotels (37)	125.28	116.60	7.4		120.41	111.96	7.5
Non-strategic hotels (15)	94.04	89.10	5.5		91.55	87.96	4.1
Comparable hotels (52)	117.18	109.42	7.1		112.94	105.70	6.9
Wyndham and Wyndham Grand(a)	96.31	120.90	(20.3	)	96.95	114.69	(15.5	)
Same-store hotels (60)	114.19	111.08	2.8		110.65	107.00	3.4

(a)    These hotels converted from Holiday Inn (brand and management) on March 1, 2013.

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Hotel Operating Statistics by Market

	Occupancy (%)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013	2012	%Variance		2013	2012	%Variance
San Francisco area	90.7	89.7	1.2		84.4	82.4	2.5
Los Angeles area	82.2	78.9	4.2		77.1	80.3	(4.0	)
South Florida	77.1	72.7	6.0		82.4	78.5	4.9
Boston	82.1	77.6	5.8		75.1	65.7	14.2
New York area	82.5	78.5	5.1		79.4	76.8	3.3
Myrtle Beach	88.6	82.1	8.0		67.3	66.5	1.2
Atlanta	76.4	75.6	1.1		74.7	75.0	(0.4	)
Philadelphia	70.4	68.3	3.2		67.5	62.6	7.9
Tampa	77.6	80.7	(3.8	)	81.0	83.7	(3.1	)
Other markets	68.7	68.6	0.1		70.0	69.0	1.4
Comparable core hotels (37)	77.1	75.5	2.2		74.9	73.3	2.3
	ADR ($)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013	2012	%Variance		2013	2012	%Variance
San Francisco area	219.88	190.07	15.7		190.42	171.84	10.8
Los Angeles area	149.50	149.88	(0.3	)	142.91	137.77	3.7
South Florida	114.98	115.28	(0.3	)	148.76	147.52	0.8
Boston	241.44	230.59	4.7		231.03	225.32	2.5
New York area	211.12	205.13	2.9		210.47	202.24	4.1
Myrtle Beach	174.58	174.37	0.1		158.18	153.84	2.8
Atlanta	112.49	107.82	4.3		113.12	108.54	4.2
Philadelphia	155.73	157.43	(1.1	)	165.08	163.95	0.7
Tampa	155.99	151.48	3.0		185.51	178.36	4.0
Other markets	133.83	131.46	1.8		140.01	134.74	3.9
Comparable core hotels (37)	162.42	154.53	5.1		160.67	152.78	5.2
	RevPAR ($)
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2013	2012	%Variance		2013	2012	%Variance
San Francisco area	199.50	170.41	17.1		160.76	141.59	13.5
Los Angeles area	122.88	118.23	3.9		110.14	110.57	(0.4	)
South Florida	88.66	83.83	5.8		122.53	115.85	5.8
Boston	198.14	178.94	10.7		173.39	148.06	17.1
New York area	174.14	160.99	8.2		167.08	155.35	7.6
Myrtle Beach	154.70	143.13	8.1		106.39	102.26	4.0
Atlanta	85.93	81.46	5.5		84.52	81.43	3.8
Philadelphia	109.65	107.45	2.0		111.48	102.59	8.7
Tampa	121.02	122.21	(1.0	)	150.35	149.25	0.7
Other markets	91.94	90.24	1.9		97.98	92.99	5.4
Comparable core hotels (37)	125.28	116.60	7.4		120.41	111.96	7.5

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Hotel Portfolio

The following table sets forth certain descriptive information regarding the hotels in which we held ownership interest at September 30, 2013.

Core Hotels	Brand	State	Rooms	% Owned		(a)
Birmingham	Embassy Suites Hotel	AL	242
Phoenix – Biltmore	Embassy Suites Hotel	AZ	232
Dana Point – Doheny Beach	DoubleTree Suites by Hilton	CA	196
Indian Wells – Esmeralda Resort & Spa	Renaissance Resort	CA	560
Los Angeles – International Airport/South	Embassy Suites Hotel	CA	349
Napa Valley	Embassy Suites Hotel	CA	205
Mandalay Beach – Hotel & Resort	Embassy Suites Hotel	CA	250
San Diego Bayside	Wyndham	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
Santa Monica	Wyndham	CA	132
Deerfield Beach – Resort & Spa	Embassy Suites Hotel	FL	244
Ft. Lauderdale – 17th Street	Embassy Suites Hotel	FL	361
Miami – International Airport	Embassy Suites Hotel	FL	318
Orlando – International Drive South/Convention	Embassy Suites Hotel	FL	244
Orlando – Walt Disney World Resort	DoubleTree Suites by Hilton	FL	229
St. Petersburg – Vinoy Resort & Golf Club	Renaissance Resort	FL	361
Atlanta – Buckhead	Embassy Suites Hotel	GA	316
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	%
Boston – at Beacon Hill	Wyndham	MA	304
Boston – Copley Plaza	Fairmont	MA	383
Boston – Marlborough	Embassy Suites Hotel	MA	229
Baltimore – at BWI Airport	Embassy Suites Hotel	MD	251	90	%
New Orleans – French Quarter	Wyndham	LA	374
Charlotte – SouthPark	DoubleTree Suites by Hilton	NC	208
Parsippany	Embassy Suites Hotel	NJ	274	50	%
Secaucus – Meadowlands	Embassy Suites Hotel	NJ	261	50	%
New York – Morgans	Independent	NY	117
New York – Royalton	Independent	NY	168
Philadelphia – Historic District	Wyndham	PA	364
Philadelphia – Society Hill	Sheraton	PA	364
Pittsburgh – at University Center (Oakland)	Wyndham	PA	251
Charleston – The Mills House	Wyndham Grand	SC	214
Myrtle Beach – Oceanfront Resort	Embassy Suites Hotel	SC	255
Myrtle Beach Resort	Hilton	SC	385
Nashville – Opryland – Airport (Briley    Parkway)	Holiday Inn	TN	383

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Hotel Portfolio (continued)

Core Hotels	Brand	State	Rooms	% Owned		(a)
Austin	DoubleTree Suites by Hilton	TX	188	90	%
Dallas – Love Field	Embassy Suites Hotel	TX	248
Dallas – Park Central	Westin	TX	536	60	%
Houston – Medical Center	Wyndham	TX	287
Burlington Hotel & Conference Center	Sheraton	VT	309
Unconsolidated Hotel
New Orleans – French Quarter – Chateau    LeMoyne	Holiday Inn	LA	171	50	%
Hotel under Development
New York – Knickerbocker	Independent	NY	330	95	%
Non-strategic Hotels
Milpitas – Silicon Valley	Embassy Suites Hotel	CA	266
San Rafael – Marin County	Embassy Suites Hotel	CA	235	50	%
Orlando – International Airport	Holiday Inn	FL	288
Atlanta – Airport	Embassy Suites Hotel	GA	232
Kansas City – Overland Park	Embassy Suites Hotel	KS	199	50	%
Indianapolis – North	Embassy Suites Hotel	IN	221	82	%
Minneapolis – Airport	Embassy Suites Hotel	MN	310
Bloomington	Embassy Suites Hotel	MN	218
Kansas City – Plaza	Embassy Suites Hotel	MO	266	50	%
Charlotte	Embassy Suites Hotel	NC	274	50	%
Raleigh – Crabtree	Embassy Suites Hotel	NC	225	50	%
Toronto – International Airport	Holiday Inn	Ontario	446
Austin – Central	Embassy Suites Hotel	TX	260	50	%
San Antonio – International Airport	Embassy Suites Hotel	TX	261	50	%
San Antonio – NW I-10	Embassy Suites Hotel	TX	216	50	%
Non-strategic Hotel Held for Sale (included in discontinued operations)
Jacksonville – Baymeadows	Embassy Suites Hotel	FL	277

(a) We own 100% of each hotel except where otherwise noted.

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Liquidity and Capital Resources

Operating Activities

During the first nine months of 2013, our operations (primarily hotel operations) provided $68.4 million in cash, $4.4 million less than the same period last year. Our consolidated statements of cash flows combines cash flow from continuing and discontinued operations. Operating cash flow from discontinued operations was $6.8 million and $17.1 million for the nine months ended September 30, 2013 and 2012, respectively. The absence of these cash flows should not have a material impact on our business, as these hotels would not provide an acceptable return on our investment.

At September 30, 2013, we had $68.6 million of cash and cash equivalents, including $45.6 million held by third-party management companies.

RevPAR for the lodging industry remains strong. RevPAR at our comparable hotels for the first nine months increased 6.9%, driven by a 4.3% increase in ADR. We expect our RevPAR at our comparable hotels to increase 6.5-7.0% during 2013, primarily from ADR growth as supply growth in our markets generally remains well below historical levels. We expect to generate $71.8 million to $73.2 million of cash flow from operations in 2013.

Investing Activities

During the first nine months of 2013, we used $27.0 million of cash in investing activities compared to $22.4 million of cash provided from investing activities during the same period last year. So far in 2013, compared to last year, we spent $25.5 million less on improvements and additions to hotels, which was more than offset by a $30.0 million increase in hotel development and a $34.7 million decrease in net proceeds from hotel sales.

We expect to invest approximately $205 million of capital in our hotels in 2013. This includes: (i) approximately $105 million for renovations and redevelopment at our operating hotels, which will be funded from operating cash flow, cash on hand and borrowings under our line of credit and (ii) approximately $100 million to develop the Knickerbocker Hotel, funded primarily by cash, draws on an $85 million construction loan and $45 million in financing that is currently being raised through the EB-5 visa program.

Our strategic plan contemplates selling 39 non-strategic hotels that do not meet our investment criteria. We have sold 24 of these 39 hotels to date, and we have 15 non-strategic hotels remaining to sell. We are currently marketing six non-strategic hotels, of which we currently have three under contract. We will use the proceeds from dispositions to repay debt and reduce leverage.

Financing Activities

During the first nine months of 2013, cash used in financing activities decreased by $58.5 million compared to the same period last year, driven by $116.6 million of non-recurring debt payments in 2012 (primarily as a consequence of asset sales), and $30 million used to pay accrued preferred dividends in arrears in 2012, as well as a $13.5 million decrease in 2013 in our recurring principal payments. The foregoing were partially offset by a $100.0 million decrease in 2013 net borrowings on our line of credit. In 2013, we expect to pay approximately $5 million of normally occurring principal payments and $39 million of preferred dividends, all of which will be funded from operating cash flow and cash on hand. We are using proceeds from hotel sales to make additional non-recurring principal payments.

On October 31, 2013, our board declared a $0.02 per share quarterly common dividend for the fourth quarter. The board has reinstated our common dividend recognizing the ongoing success of our portfolio repositioning and restructured balance sheet positive funds available for distribution (“FAD”) The dividend will be paid on January 31, 2014 to holders of record on January 15, 2014.  Future quarterly

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dividends will be based on estimates of FAD, reinvestment opportunities within our portfolio and taxable net income, among other things.

Except for our senior notes and line of credit, 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 customary limited recourse carve-out provisions that 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.

Most of our secured debt (other than our senior notes and line of credit) 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 because a specified debt service coverage ratio is not met. With the exception of loans secured by two properties, all of our consolidated loans subject to lock-box provisions currently exceed the applicable minimum debt service coverage ratios.

Senior Notes. Our senior notes require that we satisfy total leverage, secured leverage and interest coverage tests 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 qualify as a REIT; (iii) repurchase capital stock; or (iv) merge. We currently exceed all minimum thresholds. 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 a combination of first lien mortgages and related security interests and/or negative pledges on 26 hotels (11 hotels for our 10% senior notes, six hotels for our 6.75% senior notes and nine hotels for our 5.625% senior notes), as well as pledges of equity interests in certain subsidiaries of FelCor LP.

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. If competition requires us to reduce room rates or limits our ability to raise room rates in the future, we may not be able to adjust our room rates to reflect the effects of inflation in full, in which case our operating results and liquidity could be adversely affected.

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.

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Disclosure Regarding Forward-Looking Statements

This report and the documents incorporated by reference in this report include forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements can be identified by the use of forward-looking terminology, such as “believes,” “expects,” “anticipates,” “may,” “will,” “should,” “seeks,” or other variations of these terms (including their use in the negative), or by discussions of strategies, plans or intentions. A number of factors could cause actual results to differ materially from those anticipated by these forward-looking statements. Certain of these risks and uncertainties are described in greater detail under “Risk Factors” in our Annual Report on Form 10-K or in our other filings with the Securities and Exchange Commission, or the SEC.

These forward-looking statements are necessarily dependent upon assumptions and estimates that may prove to be incorrect. Accordingly, while we believe that the plans, intentions and expectations reflected in these forward-looking statements are reasonable, we cannot assure you that deviations from these plans, intentions or expectations will not be material. The forward-looking statements included in this report, and all subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, are expressly qualified in their entirety by the risk factors and cautionary statements discussed in our filings to the SEC. We undertake no obligation to publicly update any forward-looking statements to reflect future circumstances or changes in our expectations.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

At September 30, 2013, approximately 92% of our consolidated debt bears fixed-rate interest.

The following table provides information about our financial instruments that are sensitive to changes in interest rates. For debt obligations, the table presents scheduled maturities 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.

Expected Maturity Date

at September 30, 2013

(dollars in thousands)

	Expected Maturity Date
	2013			2014			2015			2016			2017			Thereafter			Total			Fair Value
Liabilities
Fixed-rate:
Debt	$	1,259		$	300,192		$	3,107		$	11,461		$	2,810		$	1,197,656		$	1,516,485		$	1,534,154
Average   interest rate	5.77		%	9.25		%	5.11		%	5.61		%	4.95		%	6.03		%	6.66		%
Floating-rate:
Debt	—			—			—			137,861			—			—			137,861			$	137,861
Average   interest rate (a)	—			—			—			5.31		%	—			—			5.31		%
Total debt	$	1,259		$	300,192		$	3,107		$	149,322		$	2,810		$	1,197,656		$	1,654,346
Average    interest rate	5.77		%	9.25		%	5.11		%	5.33		%	4.95		%	6.03		%	6.55		%
Net discount																			(6,181		)
Total debt																			$	1,648,165

(a) The average floating interest rate considers the implied forward rates in the yield curve at September 30, 2013.

Item 4. Controls and Procedures.

(a)Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated 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 chief financial officer concluded, as of the Evaluation Date, that our disclosure controls and procedures were effective, such that the information relating to us required to be disclosed in our reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.

(b)Changes in internal control over financial reporting.

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

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PART II – OTHER INFORMATION

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds.

In July 2013, FelCor issued 3,839 shares of common stock in exchange for like numbers of FelCor LP limited partnership units. Issuing these shares under these circumstances is a private transaction that is exempt from registration under Section 4(2) of the Securities Act of 1933.

Item 6. Exhibits.

The following exhibits are furnished in accordance with the provisions of Item 601 of Regulation S-K:

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor.
31.3	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP.
31.4	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for FelCor LP.

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for FelCor.
32.2	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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.

* Previously filed.

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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 September 30, 2013 and December 31, 2012; (ii) FelCor’s Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012; (iii) FelCor’s Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2013 and 2012; (iv) FelCor’s Consolidated Statements of Changes in Equity for the nine months ended September 30, 2013 and 2012; (v) FelCor’s Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012; (vi) FelCor LP’s Consolidated Balance Sheets at September 30, 2013 and December 31, 2012; (vii) FelCor LP’s Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012; (viii) FelCor LP’s Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2013 and 2012; (ix) FelCor LP’s Consolidated Statements of Partners’ Capital for the nine months ended September 30, 2013 and 2012; (x) FelCor LP’s Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012; 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.

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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:  November 5, 2013	By:	/s/ Jeffrey D. Symes
		Name:	Jeffrey D. Symes
		Title:	Senior Vice President, Chief Accounting Officer and Controller

	FELCOR LODGING LIMITED PARTNERSHIP
	a Delaware limited partnership
	By:	FelCor Lodging Trust Incorporated
		Its General Partner
Date:  November 5, 2013	By:	/s/ Jeffrey D. Symes
		Name:	Jeffrey D. Symes
		Title:	Senior Vice President, Chief Accounting Officer and Controller

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