FelCor LP's Consolidating Financial Information (FelCor Lodging LP [Member])

9 Months Ended

Sep. 30, 2013

FelCor Lodging LP [Member]

FelCor LP's Consolidating Financial Information

FelCor LP’s Consolidating Financial Information

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

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

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

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



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

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

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

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



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

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



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

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

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

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



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

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



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

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

The following tables present consolidating information for the Subsidiary Guarantors.


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

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING BALANCE SHEET

September 30, 2013

(in thousands)



	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Total Consolidated
Net investment in hotels	$	47,869		$	1,057,396		$	567,148	$	—		$	1,672,413
Hotel development	—			—			195,919		—			195,919
Equity investment in consolidated entities	1,515,142			—			—		(1,515,142		)	—
Investment in unconsolidated entities	37,229			12,473			1,367		—			51,069
Hotel held for sale	9,676			8			—		—			9,684
Cash and cash equivalents	15,731			45,649			7,209		—			68,589
Restricted cash	—			6,955			71,179		—			78,134
Accounts receivable, net	160			38,186			546		—			38,892
Deferred expenses, net	21,402			—			9,519		—			30,921
Other assets	8,719			12,513			17,249		(11,740		)	26,741

Total assets	$	1,655,928		$	1,173,180		$	870,136	$	(1,526,882	)	$	2,172,362

Debt, net	$	1,277,723		$	11,740		$	370,442	$	(11,740	)	$	1,648,165
Distributions payable	8,545			—			—		—			8,545
Accrued expenses and other liabilities	40,948			109,426			13,090		—			163,464

Total liabilities	1,327,216			121,166			383,532		(11,740		)	1,820,174

Redeemable units	3,804			—			—		—			3,804

Preferred units	478,774			—			—		—			478,774
Common units	(179,422		)	1,047,816			441,770		(1,489,586		)	(179,422		)
Accumulated other comprehensive income	25,556			4,630			20,926		(25,556		)	25,556
Total FelCor LP partners’ capital	324,908			1,052,446			462,696		(1,515,142		)	324,908
Noncontrolling interests	—			(432		)	23,908		—			23,476
Total partners’ capital	324,908			1,052,014			486,604		(1,515,142		)	348,384
Total liabilities and partners’ capital	$	1,655,928		$	1,173,180		$	870,136	$	(1,526,882	)	$	2,172,362

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

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2012

(in thousands)



	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries		Eliminations			Total Consolidated
Net investment in hotels	$	66,945		$	1,102,262		$	625,357	$	—		$	1,794,564
Hotel development	—			—			146,079		—			146,079
Equity investment in consolidated entities	1,551,377			—			—		(1,551,377		)	—
Investment in unconsolidated entities	42,508			11,173			1,401		—			55,082
Cash and cash equivalents	8,312			30,425			7,008		—			45,745
Restricted cash	—			9,186			68,741		—			77,927
Accounts receivable, net	96			24,432			855		—			25,383
Deferred expenses, net	22,657			—			11,605		—			34,262
Other assets	8,122			10,322			16,187		(11,240		)	23,391

Total assets	$	1,700,017		$	1,187,800		$	877,233	$	(1,562,617	)	$	2,202,433

Debt, net	$	1,273,587		$	11,240		$	356,938	$	(11,240	)	$	1,630,525
Distributions payable	8,545			—			—		—			8,545
Accrued expenses and other liabilities	20,316			95,986			22,140		—			138,442

Total liabilities	1,302,448			107,226			379,078		(11,240		)	1,777,512

Redeemable units	2,902			—			—		—			2,902

Preferred units	478,774			—			—		—			478,774
Common units	(110,258		)	1,076,067			449,159		(1,525,226		)	(110,258		)
Accumulated other comprehensive income	26,151			4,782			21,369		(26,151		)	26,151
Total FelCor LP partners’ capital	394,667			1,080,849			470,528		(1,551,377		)	394,667
Noncontrolling interests	—			(275		)	27,627		—			27,352
Total partners’ capital	394,667			1,080,574			498,155		(1,551,377		)	422,019
Total liabilities and partners’ capital	$	1,700,017		$	1,187,800		$	877,233	$	(1,562,617	)	$	2,202,433

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

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended September 30, 2013

(in thousands)



	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenues:
Hotel operating revenue	$	—		$	230,979		$	—		$	—		$	230,979
Percentage lease revenue	2,756			—			21,567			(24,323		)	—
Other revenue	1			1,401			182			—			1,584
Total revenues	2,757			232,380			21,749			(24,323		)	232,563

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

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

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Three Months Ended September 30, 2012

(in thousands)



	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenues:
Hotel operating revenue	$	—		$	223,000		$	—		$	—		$	223,000
Percentage lease revenue	2,575			—			29,718			(32,293		)	—
Other revenue	7			1,269			165			—			1,441
Total revenues	2,582			224,269			29,883			(32,293		)	224,441

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

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

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2013

(in thousands)



	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenues:
Hotel operating revenue	$	—		$	682,927		$	—		$	—		$	682,927
Percentage lease revenue	5,633			—			67,918			(73,551		)	—
Other revenue	6			2,653			375			—			3,034
Total revenues	5,639			685,580			68,293			(73,551		)	685,961

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

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

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

For the Nine Months Ended September 30, 2012

(in thousands)



	FelCor LP			Subsidiary Guarantors			Non-Guarantor Subsidiaries			Eliminations			Total Consolidated
Revenues:
Hotel operating revenue	$	—		$	654,853		$	—		$	—		$	654,853
Percentage lease revenue	5,401			—			85,866			(91,267		)	—
Other revenue	12			2,311			349			—			2,672
Total revenues	5,413			657,164			86,215			(91,267		)	657,525

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

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

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

For the Three Months Ended September 30, 2013

(in thousands)



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

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Three Months Ended September 30, 2012

(in thousands)



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

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

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Nine Months Ended September 30, 2013

(in thousands)



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

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE LOSS

For the Nine Months Ended September 30, 2012

(in thousands)



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

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

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2013

(in thousands)



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

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

FELCOR LODGING LIMITED PARTNERSHIP

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended September 30, 2012

(in thousands)



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