FelCor Reports Second Quarter FFO of $0.96; Merger on Track

Press Release: FelCor Lodging Trust Incorporated
August 9, 2001
IRVING, TX -- FelCor Lodging Trust Incorporated (NYSE: FCH), the nation's second largest hotel real estate investment trust (REIT), yesterday reported operating results for the second quarter and six months ended June 30, 2001.

Second quarter Funds From Operations (``FFO'') totaled $64.3 million, or $0.96 per share, compared to the second quarter 2000 FFO of $80.9 million, or $1.20 per share. FelCor exceeded First Call analysts' consensus estimates of $0.95 per share. FFO for the six months totaled $135.7 million, or $2.03 per share, compared to same period last year FFO of $149.4 million, or $2.20 per share. Earnings before interest, taxes, depreciation, amortization, and other non-cash charges (``EBITDA'') for the second quarter 2001 totaled $112.2 million, compared to $126.3 million for second quarter 2000. EBITDA for the six months ended June 30, 2001 totaled $229.6 million, compared to $238.8 million for same period last year.

The net income applicable to common shareholders for the quarter was $16.4 million, compared to a net loss of $35.1 million for the second quarter 2000. The net income applicable to common shareholders for the six months was $3.5 million, compared to a $22.3 million loss for the same period in 2000. The comparisons to 2000 are affected by a charge of $63 million in the second quarter of 2000 in connection with the identification of 25 non-strategic hotels held for sale, and $36.2 million of first quarter 2001 lease termination costs.

The results of operations were impacted as a result of the decline in RevPAR. FelCor's total hotel portfolio RevPAR decreased 7.4 percent during the quarter, compared to the same quarter last year, with occupancy declining 7.3 percent to 69.3 percent, and the average daily rate (``ADR'') remaining nearly flat at $104.41.

``The speed and magnitude of the decline in business travel was not anticipated,'' said Thomas J. Corcoran, Jr., FelCor's President and CEO. ``Even though this year is soft compared to the exceptional results of 2000, FelCor and the overall lodging industry remain healthy and profitable.''

The operating margin for FelCor's hotels (excluding those leased to third parties) for the second quarter 2001 was 39.2 percent, compared to the 39.8 percent for the same period in 2000.

Richard J. O'Brien, FelCor's Executive Vice President and Chief Financial Officer said, ``Each of our brand managers has implemented cost savings initiatives. As a result of the responsiveness of our brand managers in reducing variable costs, FelCor was able to hold its margin contraction to 60 basis points.''

FelCor expects a challenging operating environment for the remainder of 2001 and early 2002. Second quarter RevPAR was principally affected by declines in occupancy, with rates remaining flat. However, should softness in lodging demand continue, it would put additional pressure on room rates and further reduce operating margins. For 2001, the Company currently anticipates a full year same-store RevPAR decline of four to five percent. FelCor's FFO, on a stand alone basis (excluding costs related to the MeriStar merger), is expected to be approximately $3.50 to $3.60 per share.

``Although hotel operations continue to reflect the softness in the economy, we are cautiously optimistic that the supply deceleration and continued Federal Reserve interest rate reductions will lead to positive RevPAR growth for our hotel portfolio by mid-2002,'' added Tom Corcoran.

On May 10, 2001, FelCor announced the acquisition of MeriStar Hospitality Corporation (NYSE: MHX - news), for $2.7 billion. The merger with MeriStar is progressing as planned with an anticipated closing in late September, subject to approval by FelCor and MeriStar shareholders.

FelCor is on track in obtaining the financing necessary for the completion of the MeriStar merger. In June, FelCor issued $600 million of 10-year, 8.5 percent senior unsecured notes. In July, the Company received a $500 million standby loan facility which will be available to fund any required purchases of MeriStar's most recently issued senior notes pursuant to change in control provisions. FelCor also closed an expanded line of credit facility in July. The new line of credit will permit borrowing of $700 million, a $100 million increase from FelCor's previous $600 million facility, contingent upon the merger closing.

FelCor's common dividend yield is approximately 9.9 percent based on the August 7, 2001, closing price of $22.15. The FFO payout ratio for the second quarter was 57 percent.

FelCor's hotel portfolio consists of 185 hotels with approximately 50,000 rooms and suites and is concentrated primarily in the upscale and full- service segments. FelCor is the owner of the largest number of Embassy Suites®, Crowne Plaza®, Holiday Inn® and independently owned Doubletree®-branded hotels. Other leading hotel brands under which FelCor's hotels are operated include Sheraton Suites®, Sheraton® and Westin®. FelCor has a current market capitalization of approximately $3.5 billion. Additional information can be found on the Company's website at www.felcor.com .

FelCor invites you to listen to the Company's second quarter 2001 conference call on Thursday, August 9, 2001, at 9:00 a.m. Central Time. The conference call will be webcast simultaneously via the Company's website at www.felcor.com . Interested investors and other parties who wish to access the call should go to the Company's website and click on the conference call microphone icon on either the Investor Relations or FelCor News pages. In addition, a phone replay will be available from Thursday, August 9, 2001, at 12:00 p.m. Central Time through Friday, August 31, 2001, at 7:00 p.m. Central Time, by dialing 800-758-7977 (access code 5633). A recording of the call also will be archived and available at www.felcor.com .

With the exception of historical information, the matters discussed in this news release and attachments include ``forward looking statements'' within the meaning of the federal securities laws that are qualified by cautionary statements contained herein and in FelCor's filings with the Securities and Exchange Commission.

Introduction

The following financial information is presented in order to help our investors understand the financial position of the Company as of, and for the three- and six-month periods ending June 30, 2001 and 2000.

                               Tables to Follow

     Second Quarter Highlights
     Financial Profile
     Results of Operations - Three Months Ended
     Results of Operations - Six Months Ended
     Reconciliation of FFO and EBITDA
     Hotel Performance Statistics
     RevPAR Performance for Selected States
     Brand Distribution
     Selected State Distribution


                          Second Quarter Highlights

     --   On May 10, 2001, FelCor announced the acquisition of MeriStar
          Hospitality Corporation for $2.7 billion.  The transaction will
          result in a pro forma market capitalization of $6.3 billion for the
          combined company and will bring the number of hotels owned by FelCor
          to 299, with approximately 78,000 rooms.

     --   On June 4, 2001, FelCor issued $600 million of 10-year, 8.5 percent
          senior unsecured notes.  Approximately $315 million of the proceeds
          were placed in escrow to be released upon the merger closing.
          Merger related carrying costs related to the escrowed funds,
          impacted FFO by $1.4 million or $0.02 per share.  Associated with
          the issuance of the favorably priced fixed rate debt, and the
          prepayment of floating rate debt, FelCor terminated $200 million of
          interest rate swaps resulting in a one-time $4.8 million swap
          termination cost.

     --   The Company completed the acquisition of the remaining 88 FelCor
          hotel leases held by Bass in exchange for long-term management
          agreements.  The transaction was effective July 1, 2001.  Beginning
          with the third quarter of this year, FelCor's financial statements
          will reflect hotel revenues and expenses of these 88 hotels.

     --   Project capital expenditures for improvements totaled $8.3 million
          during the quarter.  An additional $7.8 million was spent on
          maintenance capital expenditures during the period.

     --   In June, FelCor sold the 140-room Hampton Inn(R) located in
          Marietta, Georgia, with net sales proceeds of $7.1 million.

     --   FelCor declared and paid second quarter dividends of $0.55 per share
          on its Common Stock, $0.4875 per share on its $1.95 Series A
          Cumulative Convertible Preferred Stock and $0.5625 per depositary
          share evidencing its 9% Series B Cumulative Redeemable Preferred
          Stock.


                              Financial Profile

     FelCor's financial profile was as follows at June 30, 2001:

                                                             June 30, 2001

     --   Interest coverage ratio                                 2.7x
     --   Debt to annual EBITDA                                   3.9x
     --   Consolidated debt to investment in hotels, at cost      40%
     --   Borrowing capacity under its Line of Credit             $560 million
     --   Fixed interest rate debt to total debt                  98%
     --   Weighted average maturity of fixed interest rate debt   8 years
     --   Mortgage debt to total assets                           16%


                  Results of Operations - Three Months Ended
                    (in thousands, except per share data)

                                              Three Months Ended June 30,
                                                      Pro Forma
                                              2001     2000 (A)      2000

    Revenues:
      Hotel operating revenue:
        Room                              $173,118    $186,645       $---
        Food and beverage                   25,486      29,396        ---
        Other operating departments         11,891      13,660        ---
      Percentage lease revenue              63,606      62,453    133,286
      Retail space rental and other revenue    548         546        371
          Total revenue                    274,649     292,700    133,657

    Expenses:
      Hotel operating expenses:
        Room                                39,784      44,255        ---
        Food and beverage                   19,024      21,572        ---
        Other operating departments          5,195       5,566        ---
      Management fees                        5,495       6,776        ---
      Other property related costs          57,586      60,110        ---
      Taxes, insurance and lease expense    38,096      42,150     23,385
      Corporate expenses                     3,231       2,947      2,713
      Depreciation                          39,705      41,290     41,080
          Total operating expenses         208,116     224,666     67,178

    Operating income                        66,533      68,034     66,479
      Interest expense, net                (40,265)    (39,296)   (39,301)
      Swap termination expense              (4,824)        ---        ---
      Loss on assets held for sale             ---     (63,000)   (63,000)

    Income (loss) before equity in income
     from unconsolidated entities,
     minority interests, gain on sale
     of assets, and extraordinary items     21,444     (34,262)   (35,822)
      Equity in income from unconsolidated
       entities                              4,178       3,769      3,769
      Minority interests                    (3,320)      3,670      2,278
      Gain on sale of assets                   482         875        875
    Income (loss) before extraordinary
     items                                  22,784     (25,948)   (28,900)
      Extraordinary charge from write off
       of deferred financing fees             (225)        ---        ---
    Net income (loss)                       22,559     (25,948)   (28,900)
      Preferred dividends                   (6,150)     (6,174)    (6,174)
    Net income (loss) applicable to
     common shareholders                  $ 16,409    $(32,122) $ (35,074)

    Per common share data:
    Basic:
      Net income (loss) applicable to
       common shareholders                   $0.31      $(0.59)    $(0.64)
      Weighted average common shares
       outstanding                          52,630      54,714     54,714

    Diluted:
      Net income (loss) applicable to
       common shareholders                   $0.31      $(0.58)    $(0.64)
      Weighted average common shares
       outstanding                          53,046      54,945     54,945

    (A) Pro forma 2000 assumes the acquisition of DJONT occurred
        January 1, 2000.


                   Results of Operations - Six Months Ended
                    (in thousands, except per share data)

                                              Six Months Ended June 30,
                                                      Pro Forma
                                              2001     2000 (A)     2000

    Revenues:
      Hotel operating revenue:
        Room                              $365,343    $366,370      $ ---
        Food and beverage                   53,150      56,340        ---
        Other operating departments         24,790      27,308        ---
      Percentage lease revenue             115,137     119,638    256,335
      Retail space rental and other revenue  1,882       1,069      1,824
          Total revenue                    560,302     570,725    258,159

    Expenses:
      Hotel operating expenses:
        Room                                83,404      85,531        ---
        Food and beverage                   39,141      41,926        ---
        Other operating departments         10,922      11,054        ---
      Management fees                       12,612      12,761        ---
      Other property related costs         121,642     119,280        ---
      Taxes, insurance and lease expense    76,460      82,968     47,588
      Corporate expenses                     6,372       6,469      6,112
      Depreciation                          79,513      81,811     81,480
      Lease termination costs               36,226         ---        ---
          Total operating expenses         466,292     441,800    135,180

    Operating income                        94,010     128,925    122,979
      Interest expense, net                (79,621)    (76,817)   (76,781)
      Swap termination expense              (4,824)        ---        ---
      Loss on assets held for sale             ---     (63,000)   (63,000)

    Income (loss) before equity in income
     from unconsolidated entities,
     minority interests, gain on sale
     of assets, and extraordinary items      9,565     (10,892)   (16,802)
      Equity in income from
       unconsolidated entities               6,328       5,648      5,648
      Minority interests                    (2,870)        352        306
      Gain on sale of assets                 2,955         875        875
    Income (loss) before extraordinary
     items                                  15,978      (4,017)    (9,973)
      Extraordinary charge from write off
       of deferred financing fees             (225)        ---        ---
    Net income (loss)                       15,753      (4,017)    (9,973)
      Preferred dividends                  (12,300)    (12,358)   (12,358)
    Net income (loss) applicable to
     common shareholders                    $3,453   $ (16,375) $ (22,331)

    Per common share data:
    Basic:
      Net income (loss) applicable to
       common shareholders                   $0.07      $(0.29)    $(0.39)
      Weighted average common shares
       outstanding                          52,614       56,930     56,930

    Diluted:
      Net income (loss) applicable to
       common shareholders                   $0.07      $(0.29)    $(0.39)
      Weighted average common shares
       outstanding                          53,055      57,161     57,161

    (A) Pro forma 2000 assumes the acquisition of DJONT occurred
        January 1, 2000.


                       Reconciliation of FFO and EBITDA
                (in thousands, except per share and unit data)

                                              Three Months Ended June 30,
                                                     Pro Forma
                                              2001     2000(A)      2000

    Funds From Operations (FFO):
    Net income (loss)                      $22,559    $(25,948)  $(28,900)
    Extraordinary charge                       225         ---        ---
    Loss on assets held for sale               ---      63,000     63,000
    Swap termination expense                 4,824         ---        ---
    Deferred rent                           (5,254)      7,665      9,750
    Series B preferred dividends            (3,234)     (3,234)    (3,234)
    Depreciation                            39,705      41,290     41,080
    Depreciation from unconsolidated
     entities                                2,641       2,592      2,592
    Minority interest in FelCor Lodging LP   2,794      (4,795)    (3,403)
    FFO                                    $64,260     $80,570    $80,885
    Diluted FFO per common share and unit    $0.96       $1.19     $ 1.20
    Weighted average common shares and
     units outstanding                      66,750      67,649     67,232

    Earnings Before Interest, Taxes,
     Depreciation and Amortization (EBITDA):
    FFO                                    $64,260     $80,570    $80,885
    Interest expense                        41,706      39,741     39,740
    Interest expense from unconsolidated
     entities                                2,631       2,157      2,157
    Amortization expense                       408         602        312
    Series B preferred dividends             3,234       3,234      3,234
    EBITDA                               $ 112,239   $ 126,304   $126,328


                                               Six Months Ended June 30,
                                                      Pro Forma
                                              2001      2000(A)     2000
    Funds From Operations (FFO):
    Net income (loss)                      $15,753     $(4,017)   $(9,973)
    Extraordinary charge                       225         ---        ---
    Loss on assets held for sale               ---      63,000     63,000
    Lease termination costs                 36,226         ---        ---
    Swap termination expense                 4,824         ---        ---
    Deferred rent                              ---      12,565     18,604
    Series B preferred dividends           (6,468)      (6,468)    (6,468)
    Depreciation                            79,513      81,811     81,480
    Depreciation from unconsolidated
     entities                                5,022       5,136      5,136
    Minority interest in FelCor Lodging LP     588      (2,445)    (2,399)
    FFO                                   $135,683   $ 149,582   $149,380
    Diluted FFO per common share and unit    $2.03       $2.19     $ 2.20
    Weighted average common shares and
     units outstanding                      66,759      68,403     67,987

    Earnings Before Interest, Taxes,
     Depreciation and Amortization (EBITDA):
    FFO                                   $135,683   $ 149,582   $149,380
    Interest expense                        81,799      77,644     77,644
    Interest expense from unconsolidated
     entities                                4,742       4,787      4,787
    Amortization expense                       884         764        474
    Series B preferred dividends             6,468       6,468      6,468
    EBITDA                                $229,576   $ 239,245   $238,753

    (A) Pro forma 2000 assumes the acquisition of DJONT occurred
        January 1, 2000.


                         Hotel Performance Statistics
                                June 30, 2001


The following table sets forth historical occupancy, ADR and RevPAR and the percentage changes therein between the periods presented for the hotels in which the Company had an ownership interest at June 30, 2001. 

                                               Occupancy (%)
                                   Second Quarter           Year-to-Date
                                                   %                       %
                                2001    2000   Variance  2001    2000 Variance
    Embassy Suites hotels       70.9    78.5    (9.7)    71.2    76.0    (6.4)
    Holiday-branded hotels      72.8    75.7    (3.7)    71.0    72.2    (1.7)
    Crowne Plaza hotels         65.9    75.2   (12.3)    65.3    72.6   (10.0)
    Doubletree-branded hotels   72.2    76.1    (5.0)    72.2    72.1     0.1
    Sheraton-branded hotels     69.2    76.0    (8.9)    68.8    73.9    (6.8)
    Other hotels                61.6    67.8    (9.2)    64.4    67.2    (4.2)
      Total hotels excluding
       hotels held for sale     70.0    75.8    (7.7)    69.6    73.1    (4.8)
   Hotels held for sale         56.6    54.0     4.7     53.4    52.1     2.5
        Total hotels            69.3    74.8    (7.3)    68.8    72.1    (4.5)


                                                ADR (dollars)
                                   Second Quarter            Year-to-Date
                                                  %                        %
                                2001    2000   Variance  2001   2000  Variance
    Embassy Suites hotels     130.83  126.84     3.1   134.36  128.00     5.0
    Holiday-branded hotels     87.54   89.22    (1.9)   87.12   87.51    (0.4)
    Crowne Plaza hotels       106.98  107.37    (0.4)  106.41  104.79     1.5
    Doubletree-branded hotels 108.59  108.11     0.4   112.92  109.53     3.1
    Sheraton-branded hotels   111.32  112.04    (0.6)  114.74  113.33     1.2
    Other hotels               79.72   82.34    (3.2)   83.78   85.05    (1.5)
      Total hotels excluding
       hotels held for sale   106.01  105.98     0.0   107.87  105.90     1.9
    Hotels held for sale       64.38   66.05    (2.5)   68.17   67.70     0.7
        Total hotels          104.41  104.61    (0.2)  106.42  104.60     1.7


                                                RevPAR (dollars)
                                   Second Quarter             Year-to-Date
                                                  %                        %
                                2001   2000   Variance  2001    2000  Variance
    Embassy Suites hotels      92.77   99.56    (6.8)   95.66   97.32    (1.7)
    Holiday-branded hotels     63.75   67.50    (5.6)   61.87   63.21    (2.1)
    Crowne Plaza hotels        70.54   80.73   (12.6)   69.50   76.03    (8.6)
    Doubletree-branded hotels  78.42   82.22    (4.6)   81.48   78.97     3.2
    Sheraton-branded hotels    77.02   85.10    (9.5)   78.97   83.70    (5.7)
    Other hotels               49.13   55.86   (12.1)   53.95   57.18    (5.6)
      Total hotels excluding
       hotels held for sale    74.14   80.32    (7.7)   75.09   77.43    (3.0)
    Hotels held for sale       36.44   35.69     2.1    36.42   35.30     3.2
        Total hotels           72.39   78.21    (7.4)   73.26   75.44    (2.9)


                    RevPAR Performance for Selected States


Excluding hotels held for sale, hotels in Texas, California, Florida and Georgia accounted for 55.3 percent of hotel room revenues for the quarter. The RevPAR changes during the periods ended June 30, 2001 (versus comparable periods for 2000) from our hotels in these states are as follows: 

                                         RevPAR (dollars)
                          Second Quarter                 Year-to-Date
                    2001      2000   % Variance    2001      2000  % Variance

    Texas           56.15     62.82     (10.6)     58.83     61.74     (4.7)
    California     102.59    116.89     (12.2)    102.29    108.74     (5.9)
    Florida         69.28     74.96      (7.6)     79.42     81.58     (2.7)
    Georgia         68.78     68.66       0.2      71.42     70.67      1.1


                              Brand Distribution

                                       Number        Number     Percentage of
                                     of Hotels      of Rooms     Room Revenue

    Embassy Suites                       59          14,840          39.8
    Holiday-branded hotels               51          15,526          26.9
    Crowne Plaza                         18           5,963          11.6
    Doubletree-branded hotels            11           2,330           5.3
    Sheraton-branded                     10           3,269           7.2
    Other hotels                         21           4,470           6.9
    Hotels held for sale                 15           2,294           2.3
      Total                             185          48,692         100.0


                         Selected State Distribution

                                       Number        Number     Percentage of
                                     of Hotels      of Rooms     Room Revenue

    Texas                                41          11,147          18.4
    California                           19           6,028          17.3
    Florida                              16           5,346          11.9
    Georgia                              14           3,868           7.7
      Total for four states              90          26,389          55.3


SOURCE: FelCor Lodging Trust Incorporated