10-K 1 a2012q410k.htm 10-K 2012 Q4 10K


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

FORM 10-K

(Mark One)
 
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 
 
THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the fiscal year ended December 31, 2012
 

OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
 
 
THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from           to
 
 
Commission file number: 001-14236
 
(FelCor Lodging Trust Incorporated)
 
Commission file number: 333-39595-01
 
(FelCor Lodging Limited Partnership)
FelCor Lodging Trust Incorporated
FelCor Lodging Limited Partnership
(Exact Name of Registrant as Specified in Its Charter)

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

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange
on which registered
FelCor Lodging Trust Incorporated:
 
 
Common Stock
 
New York Stock Exchange
$1.95 Series A Cumulative Convertible Preferred Stock
 
New York Stock Exchange
Depositary Shares representing 8% Series C Cumulative Redeemable Preferred Stock
 
New York Stock Exchange
FelCor Lodging Limited Partnership:
 
 
None
 
 

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



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

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

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

The aggregate market value of shares of common stock held by non-affiliates of FelCor Lodging Trust Incorporated as of June 30, 2012, computed by reference to the price at which its common stock was last sold at June 30, 2012, was approximately $562 million.
As of February 22, 2013, the registrant had issued and outstanding 124,121,786 shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of FelCor Lodging Trust Incorporated’s definitive Proxy Statement pertaining to its 2013 Annual Meeting of Stockholders (the “Proxy Statement”), filed or to be filed not later than 120 days after the end of the fiscal year pursuant to Regulation 14A, is incorporated herein by reference into Part III.





EXPLANATORY NOTE
This annual report on Form 10-K for the fiscal year ended December 31, 2012, combines the filings for FelCor Lodging Trust Incorporated, or FelCor, and FelCor Lodging Limited Partnership, or FelCor LP. Where it is important to distinguish between the two, we either refer specifically to FelCor or FelCor LP. Otherwise we use the terms “we” or “our” to refer to FelCor and FelCor LP, collectively (including their consolidated subsidiaries), unless the context indicates otherwise.
FelCor is a Maryland corporation operating as a real estate investment trust, or REIT, and is the sole general partner, and the owner of, a greater than 99% partnership interest in FelCor LP. Through FelCor LP, FelCor owns hotels and conducts business. As the sole general partner of FelCor LP, FelCor has exclusive and complete control of FelCor LP’s day-to-day management.
We believe combining periodic reports for FelCor and FelCor LP into a single combined report results in the following benefits:
presents our business as a whole (the same way management views and operates the business);
eliminates duplicative disclosure and provides a more streamlined presentation (a substantial portion of our disclosure applies to both FelCor and FelCor LP); and
saves time and cost by preparing combined reports instead of separate reports.
We operate the company as one enterprise. The employees of FelCor direct the management and operation of FelCor LP. With sole control of FelCor LP, FelCor consolidates FelCor LP for financial reporting purposes. FelCor has no assets other than its investment in FelCor LP and no liabilities separate from FelCor LP. Therefore, the reported assets and liabilities for FelCor and FelCor LP are substantially identical.
The substantive difference between the two entities is that FelCor is a REIT with publicly-traded equity, while FelCor LP is a partnership with no publicly-traded equity. This difference is reflected in the financial statements on the equity (or partners’ capital) section of the consolidated balance sheets and in the consolidated statements of equity (or partners’ capital). Apart from the different equity treatment, the consolidated financial statements for FelCor and FelCor LP are nearly identical, except the net income (loss) attributable to redeemable noncontrolling interests in FelCor LP is deducted from FelCor’s net income (loss) in order to arrive at net income (loss) attributable to FelCor common stockholders. The noncontrolling interest is included in net income (loss) attributable to FelCor LP common unitholders. The holders of noncontrolling interests in FelCor LP are unaffiliated with FelCor, and in aggregate, hold less than 1% of the operating partnership units.
We present the sections in this report combined unless separate disclosure is required for clarity.






FELCOR LODGING TRUST INCORPORATED and
FELCOR LODGING LIMITED PARTNERSHIP

INDEX

 
 
Form 10-K
 
 
Report
Item No.
 
Page
 
 
 
PART I
 
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
 
 
 
 PART II
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities
Item 6.
Selected Financial Data
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
 
 
 
 
 PART III
 
Item 10.
Directors, Executive Officers of the Registrant and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and
   Related Stockholder Matters
Item 13.
Certain Relationships, Related Transactions and Director Independence
Item 14.
Principal Accountant Fees and Services
 
 
 
PART IV 
 
Item 15.
Exhibits and Financial Statement Schedules

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


2


Disclosure Regarding Forward Looking Statements

Our disclosure and analysis in this Annual Report and in FelCor’s 2012 Annual Report to Stockholders may contain forward-looking statements that set forth anticipated results based on management’s plans and assumptions. From time to time, we may also provide forward-looking statements in other materials we release to the public. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. We have tried, wherever possible, to identify each such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “target,” “forecast,” “continue” or similar expressions. In particular, these forward-looking statements may include those relating to future actions (including future acquisitions or dispositions and future capital expenditure plans) and future performance or expenses.

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

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

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


3


PART I
Item 1.    Business
About FelCor and FelCor LP
FelCor Lodging Trust Incorporated (NYSE:FCH), or FelCor, is a Maryland corporation operating as a real estate investment trust, or REIT. FelCor is the sole general partner of, and the owner of a greater than 99% partnership interest in, FelCor Lodging Limited Partnership, or FelCor LP, through which we held ownership interests in 66 hotels with 18,993 rooms at December 31, 2012. At December 31, 2012, we had an aggregate of 124,738,167 shares and units outstanding, consisting of 124,116,786 shares of FelCor common stock and 621,381 units of FelCor LP limited partnership interest not owned by FelCor.

Business Strategy

Strategy and Objectives. We seek to provide superior stockholder returns by assembling a diversified portfolio of high-growth hotels, combined with a sound and flexible balance sheet reflecting low cost debt, an extended maturity profile and substantial liquidity. Our long-term strategy has five critical components:
Portfolio Quality and Diversity - we are investing in our core portfolio of high-growth hotels located in gateway and resort markets with high barriers to entry and limited supply growth while we sell non-strategic hotels.
Long-Term Leverage - we are steadily reducing our outstanding indebtedness to achieve leverage levels that are readily managed through economic and industry cycles.
Cost of Debt; Staggered and Extended Maturities - we opportunistically refinance higher-cost debt, taking advantage of historically low interest rates to reduce our cost of debt and stagger and extend maturities well into the future.
Organic Growth - we invest in our core portfolio to enhance our assets’ long-term performance and return on invested capital through high ROI redevelopment projects.
Acquisitions - we look to acquire hotels in targeted markets that meet our strict underwriting criteria, such as returns in excess of our weighted average cost of capital, ones located in markets with high barriers-to-entry with limited supply growth, and redevelopment opportunities that leverage our expertise to achieve superior returns on redevelopment capital.

Recent Achievements. We have made significant progress toward achieving the objectives of our strategic plan.
We issued $525 million aggregate principal amount of 5.625% senior secured notes due 2023, significantly reducing our cost of borrowing. We used the proceeds to redeem $258 million in aggregate face amount of 10% senior notes due 2014 and repay a $187 million 8.1% mortgage loan with the remaining proceeds used to repay a portion of the balance on our outstanding line of credit and to pay prepayment costs and other expenses. With this offering, we have effectively completed the capital markets portion of restructuring our balance sheet. We expect to repay the remaining $234 million of our 10% notes and other mortgage debt using proceeds from future asset sales.

In December 2012, we amended and restated our $225 million secured line of credit facility. The facility now matures in June 2017 (extended from August 2015), inclusive of a one-year extension option, subject to satisfaction of certain conditions. Borrowings under the facility bear interest at LIBOR (no floor) plus 3.375% (reduced from LIBOR plus 4.50%). The unused commitment fee decreased 10 basis points. The facility is secured by mortgages and related security interests on eight hotels.

4


We have sold 19 hotels since December 2010 (including 10 hotels in 2012), for total gross proceeds of $429 million (our pro rata share was $387 million). We used $319 million of these asset sale proceeds to repay indebtedness.
We paid all outstanding accrued preferred dividends ($67.7 million) in 2012.
We raised $160.8 million in proceeds from five single-asset mortgage loans that closed in September 2012, and bear an average interest rate of 4.95%. Proceeds from these loans were used to repay a $107 million 9.02% mortgage loan that would have matured in 2014. We also repaid the remaining $60 million balance of a mortgage loan using excess proceeds from the new loan, as well as asset sale proceeds.
In December 2011, we acquired the landmark Knickerbocker Hotel in midtown Manhattan for $115 million. We are redeveloping the property as a four-plus star hotel featuring 330 large guest rooms, a rooftop sky bar and lounge directly overlooking Times Square, state-of-the-art meeting space and a full-service fitness center. In November 2012, we closed on an $85 million construction loan to finance redeveloping the Knickerbocker.
In 2012, we spent $121.5 million on capital expenditures, including renovation and redevelopment on our operating hotels. During this time, we completed renovations at seven hotels. We also completed redevelopment projects at two properties, the Fairmont Boston Copley Plaza and the Embassy Suites Myrtle Beach Oceanfront Resort. We completed the redevelopment of the Fairmont Boston Copley Plaza in September 2012, repositioning the hotel closer to its luxury competitors, including a complete renovation of rooms and corridors, upgrading 12 rooms to Fairmont Gold, adding a new rooftop fitness center and spa, and redeveloping the food and beverage and other public areas. We are currently redeveloping Morgans to add three guest rooms, build a brand new fitness facility, relocate the lounge and reconcept the food and beverage areas.
Balance Sheet Strategy. A healthy balance sheet provides the necessary flexibility and capacity to withstand lodging cycles, and we are committed to strengthening our balance sheet by reducing leverage, lowering our cost of debt and extending debt maturities.
As cash flow increases from continued revenue per available room, or RevPAR, growth and we sell additional non-strategic hotels, we expect to continue to materially reduce our leverage.
We have successfully extended our weighted-average debt maturity to 2020 and reduced our weighted-average interest rate to 6.4%, significantly lower than our historical levels.
Portfolio Management. Our core portfolio consists primarily of upper-upscale hotels and resorts located in major markets and resort locations that have dynamic demand generators and high barriers to entry. Most of our hotels are operated under well-recognized brands, such as Doubletree, Embassy Suites, Fairmont, Hilton, Holiday Inn, Marriott, Renaissance, Sheraton and Westin. Royalton and Morgans, in midtown Manhattan, are operated independent of any brand. We sell, acquire and re-brand hotels to increase our return on invested capital and to improve overall portfolio quality, enhance diversification and improve growth rates.
Hotel Sales. On an ongoing basis, we review each hotel in our portfolio in terms of projected performance, future capital expenditure requirements, market dynamics and concentration risk. We believe selling non-strategic hotels enhances our long-term growth, reduces future capital expenditures and enables management to focus on “core” long-term investments.
In 2010 and 2011, we announced our intention to sell our interests in 39 hotels. We have sold 19 hotels since December 2010 for total gross proceeds of $429 million (our pro rata share was $387 million). Twenty non-strategic hotels remain to be sold. As of January 2013, we are marketing 11 of the remaining 20 hotels. The other nine non-strategic hotels are held in joint ventures, and we and our partners are analyzing the best timing to begin marketing those properties.

5


We continually review opportunities to sell additional non-strategic hotels in the future and reinvest proceeds to earn a higher return on our investments.

Hotel Acquisitions. We only consider purchasing hotels that meet or exceed our strict investment criteria.
We consider properties that are accretive to long-term stockholder value, are priced at a significant discount to replacement cost with investment returns that exceed our weighted-average cost of capital and can provide attractive long-term yields.
We seek high-quality hotels in major urban and resort markets with high barriers to entry and high growth potential, as typified by the iconic Fairmont Copley Plaza, Royalton, Morgans and (at stabilization) the Knickerbocker.
We focus on properties that will improve the overall quality and diversity of our portfolio and increase our future growth.
We also consider hotels that offer redevelopment and/or revenue enhancement opportunities that can further enhance returns on our investment.
Hotel Brand Conversions. We are rebranding and repositioning eight Holiday Inn properties with Wyndham Hotels & Resorts, effective March 1, 2013. Wyndham Hotel Group will manage the hotels under long-term management agreements. The agreement includes a $100 million performance guaranty from Wyndham Worldwide Corporation over the initial 10-year term (which can be extended for an additional five years), with an annual performance guaranty of up to $21.5 million that ensures minimum annual NOI for the eight hotels. The management fee structure is more consistent with prevailing industry practices, and we expect to save approximately $50 million in management fees over the initial term. Rebranding and repositioning these hotels demonstrates our efforts to execute our long-term value creation strategy, which includes moving more of our portfolio into the upper-upscale segment.
Asset Management. We seek to maximize revenue, market share, hotel operating margins and cash flow at every hotel. FelCor’s asset management is aggressive and hands-on. All of our asset managers have extensive hotel operating experience and thorough knowledge of the markets and overall demand dynamics where our hotels operate. As a consequence, their interaction and credibility with our hotel managers is very effective. With our long-standing brand relationships, we have significant influence over how their policies and procedures (most notably, brand strategy on marketing and revenue enhancement programs) affect us, as hotel owners. In addition to working with our hotel managers to maximize hotel operating performance, we consider value-added enhancements at our hotels, such as use of public areas, new restaurant concepts and improved management of food and beverage operations.
Renovation and Redevelopment. We take a prudent approach to capital spending. Our plan involves efficiently maintaining our properties and limiting future fluctuations of expenditures while maximizing return on investment. We generally renovate between six to eight core hotels each year to maintain the competitive position and value of our hotels. In addition, we consider expansion or redevelopment opportunities at our properties that offer attractive risk-adjusted returns. Most recently, we redeveloped a former Crowne Plaza into the San Francisco Marriott Union Square. From 2007 (prior to redevelopment) to 2012, RevPAR and EBITDA at that hotel increased 53% to $182 and 370% to $6.9 million, respectively. In 2012, the hotel was recognized as Hotel of the Year, which honors the best hotel in the Marriott Hotels & Resorts brand across the Americas, and won the inaugural BLT (Breakthrough Leadership Training) Excellence award, recognizing leadership and accountability, as well as financial excellence and operational excellence awards. During 2012, we also completed redevelopments at the Fairmont Boston Copley Plaza and the Embassy Suites Myrtle Beach Oceanfront Resort. We are currently evaluating additional projects at several of its hotels that will provide future enhancements to stockholder value.

6



The Lodging Industry

The United States lodging industry is diverse and fragmented. Hotels are owned by both public and private companies and partnerships, some of which also operate those hotels. Often, hotels are operated on behalf of their owners by independent management companies. Some hotels are operated and marketed under familiar brands, or “flags,” such as Hilton, Marriott, Sheraton, Wyndham, Embassy Suites, Holiday Inn, etc. Other hotels are operated independent of any brand, often because the addition of a brand would not enhance the hotel’s performance, and in some cases, because operating as an independent “boutique” hotel may actually enhance a hotel’s appeal to a targeted segment of travelers. We do not operate our hotels. All of our hotels are operated on our behalf by independent managers, most of which are affiliated with national and international brands.
The industry caters to a diverse customer base, including transient customers (both leisure and corporate), groups (both leisure and corporate) and long-term, or contract, customers. Average rates charged by the hotels are dependent on the customer mix and supply and demand in the market.
Industrial Performance. Positive momentum for the industry remains intact, despite modest overall US economic growth and ongoing worldwide economic uncertainty. Broadly, lodging demand continued to recover throughout 2012 and appears poised for continued growth, which has increased operator confidence to continue increasing average rates.
For 2012, Smith Travel Research, or STR, a leading provider of hospitality industry data, reported that:
RevPAR increased 6.8%, which was above the long-term historical average;
Occupancy increased 2.5% to 61.4%, as improving demand growth and moderating supply growth trends continued;
Industry performance improved on a widespread basis, with all but one of the largest 25 markets (as defined by STR) experiencing higher RevPAR in 2012; and
Average daily rate (ADR) increased 4.2%, as operators raised rates in the face of strong demand growth, led by increases in corporate travel, and re-mixed their business in favor of premium corporate guests.

Average occupancy for the industry is approaching 2007 (pre-recession) levels. While future demand trends remain difficult to discern, as businesses continue to conserve cash and gross domestic product (GDP) growth remains sluggish, the industry continues to experience strong demand growth. During the recent recession, lodging demand fell quicker than GDP, providing room for a more robust recovery in the lodging industry than the slower recovery for the overall US economy might indicate. Travel pundits expect continued growth and favorable operating dynamics in 2013, reflecting higher demand levels, improved pricing and below-historical-average supply growth, which remains constrained by limited development financing. STR reported that rooms under construction fell 68% to approximately 68,000 in December 2012, compared to 212,000 rooms in December 2007. PKF Hospitality Research, or PKF, another leading provider of hospitality industry data, projects that lodging fundamentals will continue to improve in 2013, with demand increasing 1.8% and supply growing only 0.8%. As a result, according to PKF, hotel occupancy in 2013 should increase 1.0%, compared to 2012. As occupancy increases, hotels should have the opportunity to improve ADR further by remixing their business in favor of premium corporate guests, and ADR growth should be a more significant factor in RevPAR growth. PKF projects 2013 industry ADR will increase by 5.0%, contributing to a projected 6.0% RevPAR increase.  PKF projects that pricing power will strengthen through 2014, as occupancies return to historical levels, contributing to a projected 8.4% gain in industry RevPAR in 2014.

7



Hotel Classifications. STR classifies hotel chains into seven distinct segments: luxury, upper-upscale, upscale, upper-midscale, midscale, economy and independent. We own luxury (Fairmont), upper-upscale (Embassy Suites, Hilton, Marriott, Renaissance, Sheraton and Westin), upscale (Doubletree), upper-midscale (Holiday Inn) and independent (Royalton and Morgans) hotels. In addition, we are converting eight of our upper-midscale Holiday Inns to upper-upscale Wyndhams effective March 1, 2013. STR also categorizes hotels based upon their relative market positions, as measured by ADR, as luxury, upscale, midprice, economy and budget. The following table contains information with respect to average occupancy (determined by dividing occupied rooms by available rooms), ADR and RevPAR for our 65 Consolidated Hotels, all luxury U.S. hotels, all upscale U.S. hotels, all midprice U.S. hotels and all U.S. hotels, as reported by STR, for the periods indicated:
 
 
Year Ended December 31,
 
 
2012
 
2011
 
2010
 
2009
 
2008
Number of FelCor Hotels
 
65

 
 
73

 
 
80

 
 
83

 
 
85

 
Occupancy:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  FelCor hotels(a) 
 
72.2
%
 
 
72.0
%
 
 
70.5
%
 
 
66.2
%
 
 
70.9
%
 
  All Luxury U.S. hotels(b)
 
69.7

 
 
68.1

 
 
65.4

 
 
61.6

 
 
67.1

 
  All Upscale U.S. hotels(c)
 
65.5

 
 
61.4

 
 
58.9

 
 
56.4

 
 
62.0

 
  All Midprice U.S. hotels(d)
 
62.1

 
 
56.3

 
 
53.8

 
 
51.9

 
 
57.6

 
All U.S. hotels
 
61.4

 
 
60.1

 
 
57.6

 
 
55.1

 
 
60.4

 
ADR:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  FelCor hotels(a) 
 
$
142.46

 
 
$
128.68

 
 
$
121.47

 
 
$
123.23

 
 
$
136.32

 
  All Luxury U.S. hotels(b)
 
173.50

 
 
151.37

 
 
146.54

 
 
146.85

 
 
168.43

 
  All Upscale U.S. hotels(c)
 
129.09

 
 
109.52

 
 
106.44

 
 
106.66

 
 
115.96

 
  All Midprice U.S. hotels(d)
 
100.30

 
 
81.00

 
 
78.33

 
 
78.12

 
 
84.21

 
All U.S. hotels
 
106.10

 
 
101.64

 
 
98.08

 
 
97.51

 
 
106.55

 
RevPAR:
 
 
 
 
 

 
 
 

 
 
 

 
 
 

 
  FelCor hotels(a) 
 
$
102.80

 
 
$
92.68

 
 
$
85.58

 
 
$
81.62

 
 
$
96.67

 
  All Luxury U.S. hotels(b)
 
120.86

 
 
103.16

 
 
95.84

 
 
90.53

 
 
112.96

 
  All Upscale U.S. hotels(c)
 
84.51

 
 
67.22

 
 
62.71

 
 
60.12

 
 
71.83

 
  All Midprice U.S. hotels(d)
 
62.27

 
 
45.57

 
 
42.16

 
 
40.58

 
 
48.48

 
All U.S. hotels
 
65.17

 
 
61.06

 
 
56.47

 
 
53.71

 
 
64.37

 

(a)
This information is based on historical hotel presentations.
(b)
This category includes “luxury” hotels (hotels with ADRs in the 85th to 100th percentiles in their respective markets).
(c)
This category includes “upscale” hotels (hotels with ADRs in the 70th to 85th percentiles in their respective markets).
(d)
This category includes “midprice” hotels (hotels with ADRs in the 40th to 70th percentiles in their respective markets).

8



Competition

The lodging industry is highly competitive. Customers can choose from a variety of brands and products. The relationship between the supply of and demand for hotel rooms is cyclical and affects our industry significantly. Certain markets have low barriers to entry (e.g., inexpensive land, favorable zoning, etc.), making it easier to build new hotels and increase the supply of modern, high-quality hotel rooms. Lodging demand growth typically moves in tandem with the overall economy, in addition to local market factors that stimulate travel to specific destinations. Economic indicators, such as GDP, business investment and employment levels, are common indicators of lodging demand. Each of our hotels competes for guests, primarily, with other full service and limited service hotels in the immediate vicinity and, secondarily, with other hotel properties in its geographic market. Location, brand recognition, hotel quality, service levels and prices are the principal competitive factors affecting our hotels.
Environmental Matters
Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in a property. These laws may impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In addition, certain environmental laws and common law principles could be used to impose liability for release of asbestos-containing materials, and third parties may seek recovery from owners or operators of real property for personal injury associated with exposure to related asbestos-containing materials. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require corrective or other expenditures. In connection with our current or prior ownership or operation of hotels or other real estate, we may be potentially liable for various environmental costs or liabilities.
We customarily obtain a Phase I environmental survey from an independent environmental consultant before acquiring a hotel. The principal purpose of a Phase I survey is to identify indications of potential environmental contamination and, secondarily, to assess, to a limited extent, the potential for environmental regulatory compliance liabilities. The Phase I surveys of our hotels were designed to meet the requirements of the then current industry standards governing Phase I surveys, and consistent with those requirements, none of the surveys involved testing of groundwater, soil or air. Accordingly, they do not represent evaluations of conditions at the studied sites that would be revealed only through such testing. In addition, Phase I assessments of environmental regulatory compliance issues is general in scope and not a detailed determination of a hotel’s environmental compliance. Similarly, Phase I reports do not involve comprehensive analysis of potential offsite liability. Our Phase I reports have not revealed any environmental liability that we believe would have a material adverse effect on our business, assets or results of operations, nor are we aware of any such liability. Nevertheless, it is possible that these reports do not reveal or accurately assess all material environmental conditions and that there are material environmental conditions of which we are unaware.
We believe that our hotels are in compliance, in all material respects, with all federal, state, local and foreign laws and regulations regarding hazardous substances and other environmental matters, to the extent violation of such laws and regulations have a material adverse effect on us. We have not been notified by any governmental authority or private party of any noncompliance, liability or claim relating to hazardous or toxic substances or other environmental matters in connection with any of our current or former properties that we believe would have a material adverse effect on our business, assets or results of operations. However, obligations for compliance with environmental laws that arise or are discovered in the future may adversely affect our financial condition.

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Tax Status
FelCor LP is a partnership for federal income tax purposes, and is not subject to federal income tax. However under its partnership agreement, it is required to reimburse FelCor for any tax payments they are required to make. Accordingly, the tax information herein represents disclosures regarding FelCor and its taxable subsidiaries.
FelCor elected to be treated as a REIT under the federal income tax laws. As a REIT, FelCor generally is not subject to federal income taxation at the corporate level on taxable income that is distributed to its stockholders. FelCor may, however, be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. FelCor’s taxable REIT subsidiaries, or TRSs, formed to lease its hotels are subject to federal, state and local income taxes. A REIT is subject to a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its annual taxable income to its stockholders. If FelCor fails to qualify as a REIT in any taxable year for which the statute of limitations remains open, it will be subject to federal income taxes at regular corporate rates (including any applicable alternative minimum tax) for such taxable year and may not qualify as a REIT for four subsequent years. In connection with FelCor’s election to be treated as a REIT, its charter imposes restrictions on the ownership and transfer of shares of its common stock. FelCor LP expects to make distributions on its units sufficient to enable FelCor to meet its distribution obligations as a REIT. At December 31, 2012, FelCor had a federal income tax loss carryforward of $463.1 million, and its TRSs had a federal income tax loss carryforward of $327.2 million.
Employees
At December 31, 2012, we had 63 full-time employees, none of whom is involved in the day-to-day operation of our hotels.
Ownership of Our Hotels
Of the 66 hotels in which we had an ownership interest at December 31, 2012, we owned a 100% interest in 48 hotels, a 90% interest in entities owning three hotels, an 82% interest in an entity owning one hotel, a 60% interest in an entity owning one hotel and 50% interests in entities owning 13 hotels. We consolidate our real estate interests in the 53 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 65 of our 66 hotels to our taxable REIT subsidiaries, of which we own a controlling interest. One 50%-owned hotel was operated without a lease. Because we own controlling interests in these lessees, we consolidate our interests in these 65 hotels (which we refer to as our Consolidated Hotels) and reflect those hotels’ operating revenues and expenses in our statements of operations. Our Consolidated Hotels are located in the United States (64 hotels in 22 states) and Canada (one hotel in Ontario), with concentrations in major markets and resort areas.
Segment Reporting

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


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Additional Information

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

Item 1A.  Risk Factors
The risk factors described in this section describe the major risks to our business and should be considered carefully. In addition, these statements constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995.
We may be unable to execute our deleveraging strategy successfully if we are unable to sell non-strategic hotels when anticipated, or at all, or sell them for satisfactory pricing or if we are unable to grow our cash flow.
Our ability to sell hotels is at least partially dependent on potential buyers obtaining financing. If adequate financing is not available or is only available at undesirable terms, we may be unable to sell hotels or sell them for desired pricing. If we are unable to sell non-strategic hotels or sell them for desired pricing, it could affect our ability to repay and refinance debt and slow the execution of our strategic plan. If we sell a mortgaged hotel for less than its outstanding debt balance, we would be required to use cash to make up the shortfall or substitute an unencumbered hotel as collateral, which would restrict future flexibility when refinancing debt or restrict us from using cash for other purposes. Similarly if we are unsuccessful in growing the cash flow at our core hotels our deleveraging strategy could be frustrated.
Our revenues, expenses and the value of our hotels are subject to conditions affecting both the real estate and the lodging industries.
Real estate investments are subject to numerous risks. Our investment in hotels is subject to numerous risks generally associated with owning real estate, including among others:
general economic conditions, including unemployment rates, major bank failures, unsettled capital markets and sovereign debt uncertainty;
changes in international, national, regional and local economic climate and real estate market conditions;
changes in zoning laws;
changes in traffic patterns and neighborhood characteristics;
increases in assessed property taxes from changes in valuation and real estate tax rates;
increases in the cost of property insurance;
potential for uninsured or underinsured property losses;
costly governmental regulations and fiscal policies;
changes in tax laws; and
other circumstances beyond our control.

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Moreover, real estate investments are substantially illiquid, and we may not be able to adjust our portfolio in a timely manner to respond to changes in economic and other conditions.
Investing in hotel assets involves special risks. We have invested in hotel-related assets, and our hotels are subject to all the risks common to the hotel industry. These risks could adversely affect hotel occupancy and rates that can be charged for hotel rooms, and generally include:

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

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

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

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

Compliance with environmental laws may adversely affect our financial condition. Owners of real estate are subject to numerous federal, state, local and foreign environmental laws and regulations. Under these laws and regulations, a current or former owner of real estate may be liable for the costs of remediating hazardous substances found on its property, whether or not they were responsible for its presence. In addition, if an owner of real property arranges for the disposal of hazardous substances at another site, it may also be liable for the costs of remediating the disposal site, even if it did not own or

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operate the disposal site. Such liability may be imposed without regard to fault or the legality of a party’s conduct and may, in certain circumstances, be joint and several. A property owner may also be liable to third parties for personal injuries or property damage sustained as a result of its release of hazardous or toxic substances, including asbestos-containing materials, into the environment. Environmental laws and regulations may require us to incur substantial expenses and limit the use of our properties. We could have substantial liability for a failure to comply with applicable environmental laws and regulations, which may be enforced by the government or, in certain instances, by private parties. The existence of hazardous substances on a property can also adversely affect the value of, and the owner’s ability to use, sell or borrow against the property.

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

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

We face reduced insurance coverages and increasing premiums. Our property insurance has a $100,000 “all‑risk” deductible, as well as a 5% deductible (insured value) for named windstorm and California earthquake coverage. Substantial uninsured or not fully-insured losses would have a material adverse impact on our operating results, cash flows and financial condition. Catastrophic losses, such as the losses caused by hurricanes in 2005, could make the cost of insuring against these types of losses prohibitively expensive or difficult to find. In an effort to limit the cost of insurance, we purchase catastrophic insurance coverage based on probable maximum losses based on 250-year events and have only purchased terrorism insurance to the extent required by our lenders or franchisors. We have established a self-insured retention of $250,000 per occurrence for general liability insurance with regard to 43 of our hotels. The remainder of our hotels participate in general liability programs sponsored by our managers, with no deductible.

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

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completely outside the general coverage limits of our policies or may be uninsurable or may be too expensive to justify insuring against.

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

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

We have geographic concentrations that may create risks from regional or local economic, seismic or weather conditions. At December 31, 2012, approximately 47% of our hotel rooms were located in, and 51% of our 2012 Hotel EBITDA was generated from, three states: California (24% of our hotel rooms and 28% of our Hotel EBITDA); Florida (12% of our hotel rooms and 13% of our Hotel EBITDA); and Texas (11% of our hotel rooms and 10% of our Hotel EBITDA). Additionally, at December 31, 2012, we had concentrations in five major metropolitan areas which together represented approximately 30% of our Hotel EBITDA for the year ended December 31, 2012 (the San Francisco Bay area (9%), Los Angeles area (6%), South Florida (6%), Boston (5%) and New York (4%)). Therefore, adverse economic, seismic or weather conditions in these states or metropolitan areas may have a greater adverse effect on us than on the industry as a whole.

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

If a management agreement or franchise license were terminated, under certain circumstances (such as the sale of a hotel), we could be liable for liquidated damages (which may be guaranteed by us or certain of our subsidiaries). In addition, we may need to obtain a different franchise and/or engage a different manager, and the costs and disruption associated with those changes could be significant (and materially adverse to the value of the affected hotel) because of the loss of associated name recognition,

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marketing support and centralized reservation systems provided by the franchise licensor or operations management provided by the manager. Additionally, most of our management agreements restrict our ability to encumber our interests in the applicable hotels under certain circumstances without the managers’ consent, which can make it more difficult to obtain secured financing on acceptable terms.

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

We are subject to the risks of brand concentration. We are subject to the potential risks associated with the concentration of our hotels under a limited number of brands. A negative public image or other adverse event that becomes associated with the brand could adversely affect hotels operated under that brand. At December 31, 2012, approximately 51% of our 2012 Hotel EBITDA was derived from Embassy Suites. If any brands under which we operate hotels suffer a significant decline in appeal to the traveling public, the revenues and profitability of our branded hotels could be adversely affected.

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

We have substantial financial leverage.

At December 31, 2012, our consolidated debt ($1.6 billion) represented approximately 65.4% of our total enterprise value. If our revenues and cash flow should decline it may adversely affect our public debt ratings and may limit our access to additional debt. Historically, we have incurred debt for acquisitions and to fund our renovation, redevelopment and rebranding programs. If our access to additional debt financing is limited, that could adversely affect our ability to fund these programs or acquire hotels in the future.
Our financial leverage could have negative consequences. For example, it could:
limit our ability to obtain additional financing for working capital, renovation, redevelopment and rebranding plans, acquisitions, debt service requirements and other purposes;
limit our ability to refinance existing debt;
limit our ability to pay dividends, invest in unconsolidated joint ventures, etc.;
require us to agree to additional restrictions and limitations on our business operations and capital structure to obtain financing;
increase our vulnerability to adverse economic and industry conditions, and to interest rate fluctuations;
require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for capital expenditures, future business opportunities, paying dividends or other purposes;
limit our flexibility to make, or react to, changes in our business and our industry; and
place us at a competitive disadvantage, compared to our competitors that have less debt.

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

The agreements governing our senior secured notes require that we satisfy total leverage, secured leverage and interest coverage tests in order, among other things, to: (i) incur certain additional indebtedness except to refinance maturing debt with replacement debt, as defined under our indentures; (ii) pay dividends other than to maintain FelCor’s REIT status; (iii) repurchase FelCor’s capital stock; or (iv) merge. These restrictions may adversely affect our ability to finance our operations or engage in other business activities that may be in our best interest.
Various political, economic, social or business risks, uncertainties and events beyond our control could affect our ability to comply with these covenants and financial thresholds. Failure to comply with any of the covenants in our existing or future financing agreements could result in a default under those agreements and under other agreements containing cross-default provisions. A default could permit lenders to accelerate the maturity of obligations under these agreements and to foreclose upon any collateral securing those obligations. Under these circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations. In addition, the limitations imposed by financing agreements on our ability to incur additional debt and to take other actions could significantly impair our ability to obtain other financing. We cannot assure you that we will be granted waivers or amendments to these agreements if for any reason we are unable to comply with these agreements or that we will be able to refinance our debt on terms acceptable to us, or at all.
Certain of our subsidiaries have been formed as special purpose entities, or SPEs. These SPEs have incurred mortgage debt secured by the assets of those SPEs, which debt is non-recourse to us, except in connection with certain customary recourse “carve-outs,” including fraud, misapplication of funds, etc., in which case this debt could become fully recourse to us.

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

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

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

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

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

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

Our ability to access additional capital also may be limited by the terms of our existing indebtedness, which, under certain circumstances, restrict our incurrence of debt and the payment of distributions. Any of these factors, individually or in combination, could prevent us from being able to obtain the external capital we require on terms that are acceptable to us, or at all. If our future cash flow from operations and external sources of capital are insufficient to pay our obligations as they mature or to fund our liquidity needs, we may be forced to reduce or delay our business activities and capital expenditures, sell assets, obtain additional equity capital or restructure or refinance all or a portion of our debt on or before maturity. We cannot assure you that we will be able to refinance any of our debt on a timely basis or on satisfactory terms, if at all. Failing to obtain necessary external capital could have a material adverse effect on our ability to finance our future growth and reduce our debt. We will have only a limited number of unencumbered hotels and limited resources to raise additional capital.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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We may become subject to a 100% excise tax if the rent our TRSs pay us is determined to be excessive.
There can be no assurance that the Internal Revenue Service, or IRS, will not challenge the rents paid to us by our taxable REIT subsidiaries, or TRSs, as being excessive, or that a court would not uphold such challenge. In that event, we could owe a tax of 100% on the amount of rents determined to be in excess of an arm’s length rate. Imposition of a 100% excise tax could adversely affect our ability to service our indebtedness, including the notes.

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

We own, through our subsidiaries, interests in several real estate joint ventures with third parties. Joint ventures that are not consolidated into our financial statements owned real estate interests in a total of 13 hotels, in which we had a $55.1 million aggregate investment at December 31, 2012.  The lessee operations of 12 of these 13 hotels are included in our consolidated results of operations due to our majority ownership of those lessees. Our joint venture partners are affiliates of Hilton with respect to 11 hotels, and private entities or individuals (all of whom are unaffiliated with us) with respect to two hotels. The ventures and hotels were subject to $148.4 million of non-recourse mortgage loans at December 31, 2012.

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

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

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

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

20



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

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

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

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

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

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

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

Authority to Issue Additional Shares. Under our charter, our board of directors may issue up to an aggregate of 20 million shares of preferred stock without stockholder action. The preferred stock may be issued, in one or more series, with the preferences and other terms designated by our board that may delay or prevent a change in control of us, even if the change is in the best interests of stockholders. At December 31, 2012, we had outstanding 12,880,475 shares of our Series A preferred stock and 67,980 shares, represented by 6,798,000 depositary shares, of our Series C preferred stock.

21



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

Item 1B.    Unresolved Staff Comments

None.


22


Item 2.    Properties
We own a diversified portfolio of hotels managed by Hilton, Starwood, Marriott, Fairmont, Morgans, Intercontinental Hotels Group, or IHG, and (effective March 1, 2013), eight of our hotels that had been managed by IHG will be managed by Wyndham Hotel Group. Our hotels are high-quality lodging properties with respect to desirability of location, size, facilities, physical condition, quality and variety of services offered in the markets in which they are located. Our hotels are designed to appeal to a broad range of hotel customers, including frequent business travelers, groups and conventions, as well as leisure travelers. They generally feature comfortable, modern guest rooms, meeting and convention facilities and full-service restaurant and catering facilities. At December 31, 2012, our Consolidated Hotels were located in the United States (64 hotels in 22 states) and Canada (one hotel in Ontario), with concentrations in major markets and resort areas. The following table illustrates the distribution of our 65 Consolidated Hotels at December 31, 2012.


Brand
 
 


Hotels
 


Rooms
 
2012 Hotel Operating Revenue
(in thousands)
 
2012
Hotel EBITDA(a)
(in thousands)
Embassy Suites Hotels
 
 
20

 
 
5,433

 
 
$
256,200

 
 
$
78,389

 
Holiday Inn
 
 
10

(b) 
 
3,494

 
 
160,866

 
 
42,178

 
Renaissance and Marriott
 
 
3

 
 
1,321

 
 
111,976

 
 
17,912

 
Doubletree and Hilton
 
 
5

 
 
1,206

 
 
56,071

 
 
16,706

 
Sheraton and Westin
 
 
4

 
 
1,604

 
 
68,369

 
 
14,540

 
Fairmont
 
 
1

 
 
383

 
 
41,255

 
 
4,286

 
Morgans and Royalton
 
 
2

 
 
282

 
 
32,129

 
 
3,458

 
Total core hotels
 
 
45

 
 
13,723

 
 
726,866

 
 
177,469

 
Non-strategic hotels
 
 
20

 
 
5,099

 
 
179,474

 
 
48,044

 
Total
 
 
65

 
 
18,822

 
 
$
906,340

 
 
$
225,513

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Market
 
 
 
 
 
 

 

 
San Francisco area
 
 
4

 
 
1,637

 
 
$
99,659

 
 
$
21,036

 
Los Angeles area
 
 
3

 
 
677

 
 
33,287

 
 
13,760

 
South Florida
 
 
3

 
 
923

 
 
47,298

 
 
13,257

 
Boston
 
 
3

 
 
916

 
 
68,121

 
 
12,126

 
New York area
 
 
4

 
 
817

 
 
57,052

 
 
9,733

 
Myrtle Beach
 
 
2

 
 
640

 
 
36,973

 
 
9,429

 
Atlanta
 
 
3

 
 
952

 
 
35,410

 
 
9,230

 
Philadelphia
 
 
2

 
 
728

 
 
36,122

 
 
8,882

 
Tampa
 
 
1

 
 
361

 
 
45,152

 
 
7,957

 
San Diego
 
 
1

 
 
600

 
 
26,445

 
 
6,688

 
Other markets
 
 
19

 
 
5,472

 
 
241,347

 
 
65,371

 
Total core hotels
 
 
45

 
 
13,723

 
 
726,866

 
 
177,469

 
Non-strategic hotels
 
 
20

 
 
5,099

 
 
179,474

 
 
48,044

 
Total
 
 
65

 
 
18,822

 
 
$
906,340

 
 
$
225,513

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Location
 
 
 
 
 
 
 
 
 
 
 
 
 
Urban
 
 
17

 
 
5,305

 
 
$
316,354

 
 
$
74,446

 
Resort
 
 
10

 
 
2,928

 
 
183,807

 
 
41,475

 
Airport
 
 
9

 
 
2,957

 
 
126,906

 
 
33,742

 
Suburban
 
 
9

 
 
2,533

 
 
99,799

 
 
27,806

 
Total core hotels
 
 
45

 
 
13,723

 
 
726,866

 
 
177,469

 
Non-strategic hotels
 
 
20

 
 
5,099

 
 
179,474

 
 
48,044

 
Total
 
 
65

 
 
18,822

 
 
$
906,340

 
 
$
225,513

 
(a)
Hotel EBITDA is a non-GAAP financial measure. A detailed reconciliation and further discussion of Hotel EBITDA is contained in the “Non-GAAP Financial Measures” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Annual Report.

23


(b)
Effective March 1, 2013, eight of these hotels, which comprise 2,526 rooms (13% of our total rooms) and account for $38.0 million of our 2012 Hotel EBITDA, will be operated by Wyndham Hotel Group as either Wyndham or Wyndham Grand hotels.

We are committed to maintaining high standards at our hotels. Our hotels average 288 rooms, with six hotels having 400 or more rooms. In 2008, we completed the last phase of a multi-year, portfolio-wide renovation program costing more than $450 million. The program was designed to upgrade, modernize and renovate all of our hotels to enhance or maintain their competitive position. For 2012, we spent $121.5 million on capital expenditures, including renovations and redevelopments, on our operating hotels. We also spent 5.2% of our consolidated hotel revenue on maintenance and repair expense.

Hotel Brands

Our hotels are operated under some of the most recognized and respected hotel brands, such as Doubletree, Embassy Suites, Fairmont, Hilton, Holiday Inn, Marriott, Renaissance, Sheraton, Westin and premium independent hotels (Morgans, Royalton). As of March 1, 2013, eight of our hotels that had been operated as Holiday Inns will be operated as Wyndham or Wyndham Grand hotels.


24


Hotel Operating Statistics

The following tables set forth average historical occupancy (occupied rooms), ADR and RevPAR for the years ended December 31, 2012 and 2011, and the percentage changes therein for the periods presented for 65 same-store Consolidated Hotels.
Operating Statistics by Brand
 
Occupancy (%)
 
Year Ended December 31,
 
 
 
 
2012
 
2011
 
%Variance
Embassy Suites Hotels
74.6

 
 
75.7

 
 
(1.5
)
 
Holiday Inn
75.2

 
 
74.7

 
 
0.7

 
Renaissance and Marriott
69.0

 
 
67.3

 
 
2.5

 
Doubletree and Hilton
67.7

 
 
67.9

 
 
(0.3
)
 
Sheraton and Westin
64.6

 
 
65.7

 
 
(1.7
)
 
Fairmont
63.5

 
 
70.2

 
 
(9.6
)
 
Morgans and Royalton
83.7

 
 
86.4

 
 
(3.1
)
 
Core hotels (45)
72.3

 
 
72.8

 
 
(0.7
)
 
Non-strategic hotels (20)
71.7

 
 
71.7

 
 

 
Same-store hotels (65)
72.2

 
 
72.5

 
 
(0.5
)
 
 
 
 
 
 
 
 
 
 
 
ADR ($)
 
Year Ended December 31,
 
 
 
 
2012
 
2011
 
%Variance
Embassy Suites Hotels
144.62

 
 
137.78

 
 
5.0

 
Holiday Inn
142.58

 
 
129.91

 
 
9.7

 
Renaissance and Marriott
192.43

 
 
177.04

 
 
8.7

 
Doubletree and Hilton
137.97

 
 
130.20

 
 
6.0

 
Sheraton and Westin
112.31

 
 
111.81

 
 
0.5

 
Fairmont
282.00

 
 
248.97

 
 
13.3

 
Morgans and Royalton
308.14

 
 
293.10

 
 
5.1

 
Core hotels (45)
151.79

 
 
142.63

 
 
6.4

 
Non-strategic hotels (20)
117.19

 
 
113.36

 
 
3.4

 
Same-store hotels (65)
142.46

 
 
134.79

 
 
5.7

 
 
 
 
 
 
 
 
 
 
 
RevPAR ($)
 
Year Ended December 31,
 
 
 
 
2012
 
2011
 
%Variance
Embassy Suites Hotels
107.88

 
 
104.32

 
 
3.4

 
Holiday Inn
107.20

 
 
97.00

 
 
10.5

 
Renaissance and Marriott
132.76

 
 
119.12

 
 
11.4

 
Doubletree and Hilton
93.40

 
 
88.42

 
 
5.6

 
Sheraton and Westin
72.56

 
 
73.47

 
 
(1.2
)
 
Fairmont
179.11

 
 
174.85

 
 
2.4

 
Morgans and Royalton
257.83

 
 
253.15

 
 
1.9

 
Core hotels (45)
109.76

 
 
103.90

 
 
5.6

 
Non-strategic hotels (20)
84.08

 
 
81.31

 
 
3.4

 
Same-store hotels (65)
102.80

 
 
97.78

 
 
5.1

 

25


Operating Statistics for our Top Markets

 
 
Occupancy (%)
 
 
Year Ended December 31,
 
 
 
 
2012
 
2011
 
%Variance
San Francisco area
 
80.5

 
 
79.9

 
 
0.7

 
Los Angeles area
 
75.6

 
 
77.3

 
 
(2.2
)
 
South Florida
 
77.4

 
 
78.0

 
 
(0.8
)
 
Boston
 
70.2

 
 
77.1

 
 
(9.0
)
 
New York area
 
78.1

 
 
79.3

 
 
(1.6
)
 
Myrtle Beach
 
59.7

 
 
59.7

 
 
(0.1
)
 
Atlanta
 
73.8

 
 
73.3

 
 
0.7

 
Philadelphia
 
65.2

 
 
69.4

 
 
(6.0
)
 
Tampa
 
81.0

 
 
78.4

 
 
3.4

 
San Diego
 
79.6

 
 
78.5

 
 
1.4

 
Other markets
 
68.9

 
 
68.6

 
 
0.5

 
Core hotels (45)
 
72.3

 
 
72.8

 
 
(0.7
)
 
Non-strategic hotels (20)
 
71.7

 
 
71.7

 
 

 
Same-store hotels (65)
 
72.2

 
 
72.5

 
 
(0.5
)
 
 
 
ADR ($)
 
 
Year Ended December 31,
 
 
 
 
2012
 
2011
 
%Variance
San Francisco area
 
174.13

 
 
152.75

 
 
14.0

 
Los Angeles area
 
156.04

 
 
149.47

 
 
4.4

 
South Florida
 
145.67

 
 
141.29

 
 
3.1

 
Boston
 
207.71

 
 
187.14

 
 
11.0

 
New York area
 
209.80

 
 
200.66

 
 
4.6

 
Myrtle Beach
 
145.27

 
 
140.62

 
 
3.3

 
Atlanta
 
108.53

 
 
104.83

 
 
3.5

 
Philadelphia
 
147.79

 
 
135.80

 
 
8.8

 
Tampa
 
174.57

 
 
164.50

 
 
6.1

 
San Diego
 
128.94

 
 
119.70

 
 
7.7

 
Other markets
 
135.57

 
 
129.39

 
 
4.8

 
Core hotels (45)
 
151.79

 
 
142.63

 
 
6.4

 
Non-strategic hotels (20)
 
117.19

 
 
113.36

 
 
3.4

 
Same-store hotels (65)
 
142.46

 
 
134.79

 
 
5.7

 
 
 
RevPAR ($)
 
 
Year Ended December 31,
 
 
 
 
2012
 
2011
 
%Variance
San Francisco area
 
140.15

 
 
122.05

 
 
14.8

 
Los Angeles area
 
117.94

 
 
115.49

 
 
2.1

 
South Florida
 
112.77

 
 
110.20

 
 
2.3

 
Boston
 
145.72

 
 
144.25

 
 
1.0

 
New York area
 
163.83

 
 
159.20

 
 
2.9

 
Myrtle Beach
 
86.70

 
 
84.01

 
 
3.2

 
Atlanta
 
80.06

 
 
76.83

 
 
4.2

 
Philadelphia
 
96.39

 
 
94.21

 
 
2.3

 
Tampa
 
141.44

 
 
128.91

 
 
9.7

 
San Diego
 
102.63

 
 
94.00

 
 
9.2

 
Other markets
 
93.41

 
 
88.73

 
 
5.3

 
Core hotels (45)
 
109.76

 
 
103.90

 
 
5.6

 
Non-strategic hotels (20)
 
84.08

 
 
81.31

 
 
3.4

 
Same-store hotels (65)
 
102.80

 
 
97.78

 
 
5.1

 


26


Hotel Portfolio

The following table sets forth certain descriptive information regarding the 66 hotels in which we held ownership interests at December 31, 2012.

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 Guest Suites
 
 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
 
 
 
Oxnard – Mandalay Beach – Hotel & Resort
 Embassy Suites Hotel
 
 CA
 
249
 
 
 
San Diego – On the Bay
 Holiday Inn(b)
 
 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 Beach – at the Pier
 Holiday Inn(b)
 
 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 Guest Suites
 
 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
%
 
New Orleans – French Quarter
 Holiday Inn(b)
 
 LA
 
374
 
 
 
Boston – at Beacon Hill
 Holiday Inn(b)
 
 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
%
 
Charlotte – SouthPark
 Doubletree Guest Suites
 
 NC
 
208
 
 
 
Parsippany
 Embassy Suites Hotel
 
 NJ
 
274
 
50
%
 
Secaucus – Meadowlands
 Embassy Suites Hotel
 
 NJ
 
261
 
50
%
 
New York – Morgans
 Independent
 
 NY
 
114
 
 
 
New York – Royalton
 Independent
 
 NY
 
168
 
 
 
Philadelphia – Historic District
 Holiday Inn(b)
 
 PA
 
364
 
 
 
Philadelphia – Society Hill
 Sheraton
 
 PA
 
364
 
 
 
Pittsburgh – at University Center (Oakland)
 Holiday Inn(b)
 
 PA
 
251
 
 
 


27


Hotel Portfolio Listing (continued)

Core Hotels
 
 Brand
 
 State
 
Rooms
 
 % Owned

(a) 
Charleston – The Mills House Hotel
 Holiday Inn(b)
 
 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
 
 
 
Austin
 Doubletree Guest Suites
 
 TX
 
188
 
90
%
 
Dallas – Love Field
 Embassy Suites Hotel
 
 TX
 
248
 
 
 
Dallas – Park Central
 Westin
 
 TX
 
536
 
60
%
 
Houston – Medical Center
 Holiday Inn(b)
 
 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 – Midtown Manhattan –
   Knickerbocker Hotel
 Independent
 
 NY
 
330
 
95
%
 
 
 
 
 
 
 
 
 
 
Non-strategic Hotels
 
 
 
 
 
 
 
 
Santa Barbara – Goleta
 Holiday Inn
 
 CA
 
160
 
 
 
Milpitas – Silicon Valley
 Embassy Suites Hotel
 
 CA
 
266
 
 
 
San Rafael – Marin County
 Embassy Suites Hotel
 
 CA
 
235
 
50
%
 
Wilmington
 Doubletree
 
 DE
 
244
 
90
%
 
Jacksonville – Baymeadows
 Embassy Suites Hotel
 
 FL
 
277
 
 
 
Orlando – International Airport
 Holiday Inn
 
 FL
 
288
 
 
 
Atlanta – Airport
 Embassy Suites Hotel
 
 GA
 
232
 
 
 
Atlanta – Galleria
 Sheraton Suites
 
 GA
 
278
 
 
 
Kansas City – Overland Park
 Embassy Suites Hotel
 
 KS
 
199
 
50
%
 
Indianapolis – North
 Embassy Suites Hotel
 
 IN
 
221
 
82
%
 
Baton Rouge
 Embassy Suites Hotel
 
 LA
 
223
 
 
 
Bloomington
 Embassy Suites Hotel
 
 MN
 
218
 
 
 
Minneapolis – Airport
 Embassy Suites Hotel
 
 MN
 
310
 
 
 
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 – 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
%
 

(a)
We own 100% of the real estate interests unless otherwise noted.
(b)
Effective March 1, 2013, this hotel will be operated by Wyndham Hotel Group under the Wyndham or Wyndham Grand brand.



28


Management Agreements
At December 31, 2012, of our 65 Consolidated Hotels, (i) Hilton subsidiaries managed 40 hotels, (ii) IHG subsidiaries managed 13 hotels (of which Wyndham will manage eight effective March 1, 2013), (iii) Starwood subsidiaries managed five hotels, (iv) Marriott subsidiaries managed three hotels, (v) a Fairmont subsidiary managed one hotel, (vi) a subsidiary of Morgans managed two hotels, and (vi) an independent management company managed one hotel.
The management agreements relating to 30 Consolidated Hotels contain the right and license to operate the hotels under specified brands. No separate franchise agreements exist, and no separate franchise fee is required, for these hotels. These hotels are managed by (i) IHG, under the Holiday Inn brand, (ii) Starwood, under the Sheraton and Westin brands, (iii) Hilton, under the Doubletree and Hilton brands, (iv) Marriott, under the Renaissance and Marriott brands, (v) Fairmont, under the Fairmont brand, and (vi) Morgans.
Management Fees. Minimum base management fees generally range from 1 to 3% of total revenue, with the exception of our IHG-managed hotels, where base management fees are 2% of total revenue plus 5% of room revenue. The eight hotels that will be managed by Wyndham effective March 1, 2013 will have base fees in line with the remainder of our portfolio. The agreement includes a $100 million performance guaranty from Wyndham Worldwide Corporation over the initial 10-year term (which can be extended for an additional five years), with an annual performance guaranty of up to $21.5 million that ensures minimum annual NOI for the eight hotels.
Most of our management agreements also allow for incentive management fees that are subordinated to our return on investment. Incentive management fees are generally capped at 2 to 3% of total revenue, except for any incentive management fees payable to Wyndham (effective March 1, 2013) and Marriott, which are not limited.
We paid the following management fees (in thousands) with respect to our Consolidated Hotels during each of the past three years:
 
 
Year Ended December 31,
 
 
2012
 
2011
 
2010
Base fees
 
$
25,929

 
$
24,472

 
$
22,696

Incentive fees
 
2,265

 
1,818

 
1,136

Total management fees
 
$
28,194

 
$
26,290

 
$
23,832


Term and Termination. The management agreements with IHG for the five consolidated hotels that are not converting to Wyndham terminate in 2018 for one hotel and 2025 for four hotels. The management agreements with Marriott terminate in 2025 for our Renaissance hotels and 2029 for our Marriott hotel, and these agreements may be extended to 2055 and 2039, respectively, at Marriott’s option. The management agreement with Fairmont terminates in 2030 and may be extended to 2040 and 2050 at Fairmont’s option. The management agreements with Morgans terminate in 2026 and may be extended to 2036 at Morgans’s option. The management agreements with our other managers generally have initial terms of between five and 20 years, and these agreements are generally renewable beyond the initial term only upon the mutual written agreement of the parties. The management agreements covering our 65 Consolidated Hotels expire after 2013, subject to any renewal rights, as follows:

29


 
 
Number of Management Agreements Expiring
Manager
 
2014
 
2015
 
Thereafter
Hilton
 
3

 
 
4

 
 
33

 
IHG
 

 
 

 
 
13

(a) 
Starwood
 

 
 

 
 
5

 
Marriott
 

 
 

 
 
3

 
Morgans
 

 
 

 
 
2

 
Fairmont
 

 
 

 
 
1

 
Other
 

 
 
1

 
 

 
Total
 
3

 
 
5

 
 
57

 

(a)
Eight of these hotels will be managed by Wyndham beginning March 1, 2013. The management agreements with Wyndham terminate in 2023 and may be extended by Wyndham subject to certain conditions.

Management agreements are generally terminable upon the occurrence of standard events of default or if the hotel subject to the agreement fails to meet certain financial hurdles. Upon termination for any reason, we are generally required to pay all amounts due and owing under the management agreement through the effective date of termination. If an agreement is terminated as a result of our default or by us other than for cause we may also be liable for damages suffered by the manager.

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

Franchise Agreements

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

Our Embassy Suites franchise agreements grant us the right to the use of the Embassy Suites Hotels name, system and marks with respect to specified hotels and establish various management, operational, record-keeping, accounting, reporting and marketing standards and procedures with which the licensed hotel must comply. In addition, the franchisor establishes requirements for the quality and condition of the hotel and its furniture, fixtures and equipment, and we are obligated to expend such funds as may be required to maintain the hotel in compliance with those requirements. Typically, our Embassy Suites franchise agreements provide for a license fee, or royalty, of 4% to 5% of room revenues. In addition, we pay approximately 3.5% to 4% of room revenues as marketing and reservation system contributions for the systemwide benefit of Embassy Suites Hotels. We incurred marketing and reservation systems fees of $13.1 million, $11.5 million and $11.3 million for the years ended December 31, 2012, 2011, and 2010, respectively. We incurred license fees with respect to our Consolidated Hotels operated as Embassy Suites of $13.6 million, $13.1 million and $12.7 million for the years ended December 31, 2012, 2011 and 2010, respectively.

30



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

Item 3.    Legal Proceedings

At December 31, 2012, no litigation was pending or known to be threatened against us or affecting any of our hotels, other than claims arising in the ordinary course of business or that otherwise are not considered to be material. Furthermore, most of these ordinary course of business claims are substantially covered by insurance. We do not believe that any claims known to us, individually or in the aggregate, will have a material adverse effect on us.
Item 4.     Mine Safety Disclosures

Not applicable.

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PART II

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

Our common stock is traded on the New York Stock Exchange under the symbol “FCH.” The following table sets forth for the indicated periods the high and low sale prices for our common stock, as traded on that exchange and dividends declared per share.
 
High
 
Low
 
Dividends
Declared
Per Share
2012
 
 
 
 
 
 
 
 
First quarter
$
4.44

 
 
$
3.00

 
 
$

 
Second quarter
4.75

 
 
3.59

 
 

 
Third quarter
5.43

 
 
4.35

 
 

 
Fourth quarter
4.82

 
 
3.90

 
 

 
 
 
 
 
 
 
 
 
 
2011
 
 
 
 
 
 
 
 
First quarter
$
8.31

 
 
$
5.76

 
 
$

 
Second quarter
6.68

 
 
5.08

 
 

 
Third quarter
6.06

 
 
2.01

 
 

 
Fourth quarter
3.49

 
 
1.91

 
 

 

Stockholder Information

At February 22, 2013, we had approximately 175 record holders of our common stock and 24 record holders of our Series A preferred stock (which is convertible into common stock).  However, because many of the shares of our common stock and Series A preferred stock are held by brokers and other institutions on behalf of stockholders, we believe there are substantially more beneficial holders of our common stock and Series A preferred stock than record holders. At February 22, 2013, there were 23 holders (other than FelCor) of FelCor LP units. FelCor LP units are redeemable for cash, or, at our election, for shares of FelCor common stock.

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

Distribution Information

In order to maintain our qualification as a REIT, we must make annual distributions to our stockholders of at least 90% of our taxable income (other than net capital gains). We had no taxable income and made no common distributions for the years ended December 31, 2012 and 2011. Under certain circumstances, we may be required to make distributions in excess of cash available for distribution in order to meet REIT distribution requirements. In that event, we expect to borrow funds or sell assets for cash to the extent necessary to obtain cash sufficient to make the distributions required to retain our qualification as a REIT for federal income tax purposes.

32



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

Equity Compensation Plan Information

The following table sets forth, as of December 31, 2012, information concerning our equity compensation plan, including the number of shares to be issued upon exercise of outstanding options, warrants and rights; weighted average exercise price of outstanding options, warrants and rights; and the number of securities remaining available for future issuance.

Equity Compensation Plan Information






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

Weighted average
exercise price of
outstanding
options, warrants
and rights
 

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

 
 
$

 
 
3,338,349

 


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Item 6.    Selected Financial Data

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

SELECTED FINANCIAL DATA
(in millions, except per share/unit data)
 
 
Year Ended December 31,
 
 
2012
 
2011
 
2010
 
2009
 
2008
Statement of Operations Data:(a)
 
 
 
 
 
 
 
 
 
 
Total revenues
 
$
910

 
$
855

 
$
777

 
$
727

 
$
873

Loss from continuing operations(b)
 
(188
)
 
(134
)
 
(112
)
 
(89
)
 
(47
)
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per share/unit:
 
 
 
 
 
 
 
 
 
 
FelCor - loss from continuing operations
 
$
(1.82
)
 
$
(1.46
)
 
$
(1.85
)
 
$
(2.02
)
 
$
(1.40
)
FelCor LP - loss from continuing operations
 
(1.82
)
 
(1.46
)
 
(1.85
)
 
(2.02
)
 
(1.40
)
 
 
 
 
 
 
 
 
 
 
 
Other Data:
 
 
 
 
 
 
 
 
 
 
Cash distributions declared per common share/unit(c)
 
$

 
$

 
$

 
$

 
$
0.85

Adjusted FFO per share/unit(d)
 
$
0.23

 
$
0.14

 
$
(0.09
)
 
$
0.39

 
$
1.99

Adjusted EBITDA(d)
 
203

 
203

 
188

 
179

 
276

Cash flows provided by operating activities
 
47

 
46

 
59

 
73

 
153

 
 
 
 
 
 
 
 
 
 
 
Balance Sheet Data (at end of period):