UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2013

RLJ LODGING TRUST

(Exact name of registrant as specified in its charter)

(301) 280-7777

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.      Results of Operations and Financial Condition.

On February 27, 2013, RLJ Lodging Trust (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2012.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Current Report on Form 8-K (including Exhibit 99.1 hereto) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.       Financial Statements and Exhibits.

(a)  Not applicable.

(b)  Not applicable.

(c)  Not applicable.

(d)  The following exhibits are filed as part of this report:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT LIST

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Exhibit 99.1

Press Release

RLJ LODGING TRUST REPORTS FOURTH QUARTER

AND FULL YEAR 2012 RESULTS

- Fourth quarter Pro forma RevPAR increased 10.2%

- Fourth quarter Pro forma Hotel EBITDA Margin improved 162 basis points to 34.6%

Bethesda, MD, February 27, 2013 — RLJ Lodging Trust (the “Company”) (NYSE: RLJ) today reported results for the three and twelve months ended December 31, 2012.

Full Year Highlights

·                  Pro forma RevPAR increased 7.4%, Pro forma ADR increased 5.8% and Pro forma Occupancy increased 1.5%

·                  Pro forma Hotel EBITDA Margin increased 78 basis points to 33.9%

·                  Pro forma Consolidated Hotel EBITDA increased 10.8% to $293.7 million

·                  Adjusted FFO increased 30.6% to $185.6 million

·                  Acquired four hotels and agreed to acquire one hotel currently under construction for a total investment of $318.8 million in key gateway markets

·                  Completed a two-year $210.0 million renovation plan

·                  Received three renovation awards from Hilton Worldwide and one from Marriott International

·                  Entered into a $700.0 million unsecured facility, with the ability to upsize to $1.2 billion

·                  Declared an aggregate cash dividend of $0.70, a 16.7% increase over the prior year’s annualized rate

Fourth Quarter Highlights

·                  Pro forma RevPAR increased 10.2%, Pro forma ADR increased 6.6% and Pro forma Occupancy increased 3.4%

·                  Pro forma Hotel EBITDA Margin increased 162 basis points to 34.6%

·                  Pro forma Consolidated Hotel EBITDA increased 14.4% to $76.0 million

·                  Adjusted FFO increased 35.9% to $50.7 million

·                  Acquired one hotel and agreed to acquire one hotel currently under construction for a total investment of $136.1 million in key gateway markets

·                  Declared a cash dividend of $0.205 per share for the quarter

“2012 marked another outstanding year for RLJ.  We demonstrated our commitment to drive growth and deliver excellent results,” commented Thomas J. Baltimore, Jr., President and Chief Executive Officer.  “With our two-year renovation plan completed, new hotels in key gateway markets, and a strong balance sheet, we are well positioned to continue to deliver outsized growth.”

Financial and Operating Results

This press release presents 2011 data that combines the financial and operating results of the Company’s predecessor entities prior to the consummation of the Company’s initial public offering (“IPO”) on May 16, 2011, and the results of the Company post-IPO. Performance metrics of Occupancy, Average Daily Rate (“ADR”), Revenue Per Available Room (“RevPAR”), Hotel EBITDA, and Hotel EBITDA Margin are pro forma. The prefix “pro forma,” as defined by the Company, denotes operating results which include results for periods prior to its ownership. Pro forma RevPAR and Pro forma Hotel EBITDA Margin are reported on a comparable basis and therefore exclude non-comparable hotels that were not open for operation or closed for renovations for comparable

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periods.  An explanation of EBITDA, Adjusted EBITDA, Hotel EBITDA, FFO, and Adjusted FFO, as well as reconciliations of those measures to net income or loss, if applicable, is included at the end of this release.

Pro forma RevPAR for the three months ended December 31, 2012, increased 10.2% over the comparable period in 2011, driven by a Pro forma ADR increase of 6.6% and a Pro forma Occupancy increase of 3.4%.  Among the Company’s top six markets, the best performers in the quarter were Austin and New York City which experienced RevPAR growth of 30.0% and 10.2%, respectively.  For the twelve months ended December 31, 2012, Pro forma RevPAR increased 7.4% over the comparable period in 2011, driven by a Pro forma ADR increase of 5.8% and a Pro forma Occupancy increase of 1.5%.  Adjusting for total disruption caused by renovations, the Company estimates that Pro forma RevPAR growth would have increased by an additional 152 basis points to 8.9%.

Pro forma Hotel EBITDA Margin for the three months ended December 31, 2012, increased 162 basis points over the comparable period in 2011 to 34.6%.  For the twelve months ended December 31, 2012, Pro forma Hotel EBITDA Margin increased 78 basis points over the comparable period in 2011 to 33.9%.  Adjusting for total disruption caused by renovations, the Company estimates that Pro forma Hotel EBITDA Margin would have increased by an additional 40 basis points to 34.3%.

Pro forma Consolidated Hotel EBITDA includes the results of non-comparable hotels.  For the three months ended December 31, 2012, Pro forma Consolidated Hotel EBITDA increased $9.6 million to $76.0 million, representing a 14.4% increase over the comparable period in 2011.  For the twelve months ended December 31, 2012, Pro forma Consolidated Hotel EBITDA increased $28.7 million to $293.7 million, representing a 10.8% increase over the comparable period in 2011.

Adjusted EBITDA for the three months ended December 31, 2012, increased $13.7 million to $70.7 million, representing a 24.1% increase over the comparable period in 2011.  For the twelve months ended December 31, 2012, Adjusted EBITDA increased $33.4 million to $267.7 million, representing a 14.2% increase over the comparable period in 2011.

Adjusted FFO for the three months ended December 31, 2012, increased $13.4 million to $50.7 million, representing a 35.9% increase over the comparable period in 2011.  For the twelve months ended December 31, 2012, Adjusted FFO increased $43.5 million to $185.6 million, representing a 30.6% increase over the comparable period in 2011.  Adjusted FFO per diluted share and unit for the three and twelve months ended December 31, 2012, was $0.48 and $1.74, respectively, based on the Company’s diluted weighted-average shares and units outstanding of 106.8 million and 106.6 million for each period, respectively.

Non-recurring expenses for the three months ended December 31, 2012, totaled $2.9 million and were primarily related to accelerated amortization of deferred financing fees and prepayment penalties associated with the extinguishment of $331.0 million of debt.  For the twelve months ended December 31, 2012, non-recurring expenses totaled $5.4 million and were primarily related to debt related fees, impairment, and a non-cash loss on disposal of furniture, fixtures, and equipment associated with assets under renovation.

These expenses are included in net income, EBITDA and FFO, but have been excluded from Adjusted EBITDA and Adjusted FFO, as applicable.  A complete listing is provided in the Non-GAAP reconciliation tables.

Net income attributable to common shareholders for the three months ended December 31, 2012, was $13.7 million, compared to a loss of $1.3 million in the comparable period in 2011.  For the twelve months ended December 31, 2012, net income attributable to common shareholders was $41.3 million, compared to $11.3 million

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for the comparable period in 2011.  Results for the twelve months ended December 31, 2011, include a $23.5 million of gain associated with the deed in lieu transfer of the New York LaGuardia Airport Marriott that occurred in the third quarter of 2011.

Net cash flow from operating activities for the twelve months ended December 31, 2012, totaled $176.1 million compared to $134.1 million for the comparable period in 2011.

Capital Expenditures

The Company initiated an extensive two-year capital program in 2011 largely focused on upgrading and/or repositioning 24 hotels it acquired in 2010 and 2011, including the rebranding of seven hotels. The balance of the renovations included brand related upgrades at other select hotels.

In 2012, the Company upgraded and/or repositioned 45 hotels for approximately $95.0 million.  In aggregate, the Company invested approximately $210.0 million at 93 hotels over the two-year period.

The Company received an award from Marriott International for the conversion at Fairfield Inn & Suites DC/Downtown.  The Company was also the recipient of three additional awards from Hilton Worldwide for the Hilton Garden Inn Pittsburgh University Place, the Hilton Garden Inn Raleigh/Durham Research Triangle Park, and the Embassy Suites West Palm Beach-Central conversions. These awards highlight the quality of the upgrades and are a clear testament to the expertise of the Company’s in-house design and construction team.

Acquisitions

During the year ended December 31, 2012, the Company acquired four hotels and agreed to acquire one hotel currently under construction for a total investment of $318.8 million across five states: the 187-room Residence Inn Bethesda Downtown, the 226-room Courtyard New York Manhattan/Upper East Side, the 278-room Hilton Garden Inn San Francisco Oakland/Bay Bridge, the 275-room Embassy Suites Boston/Waltham, and the 231-room Hilton Cabana Miami Beach.

On May 29, 2012, the Company acquired the 187-room Residence Inn Bethesda Downtown in an off-market transaction for a purchase price of $64.5 million, or approximately $345,000 per key. The purchase price represents a forward capitalization rate of approximately 7.1% on the hotel’s projected 2013 net operating income.

On May 30, 2012, the Company acquired the 226-room Courtyard New York Manhattan/Upper East Side through a bankruptcy court-ordered sale for a purchase price of $82.0 million, or approximately $363,000 per key. The purchase price represents a forward capitalization rate of approximately 7.5% on the hotel’s projected 2013 net operating income. The Company’s purchase price per key is considerably lower than other recently traded hotels in Manhattan and is a significant discount to replacement cost.

On June 11, 2012, the Company acquired the 278-room Hilton Garden Inn San Francisco Oakland/Bay Bridge for a purchase price of $36.2 million, or approximately $130,000 per key. The purchase price represents a forward capitalization rate of approximately 9.4% on the hotel’s projected 2013 net operating income.

On November 13, 2012, the Company acquired the 275-room Embassy Suites Boston/Waltham for a purchase price of $64.5 million, or approximately $235,000 per key. The purchase price represents a forward capitalization rate of approximately 7.9% on the hotel’s projected 2013 net operating income.

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On November 30, 2012, the Company signed a purchase and sale agreement to acquire upon completion the 231-room Hilton Cabana Miami Beach for a fixed purchase price of $71.6 million, or approximately $310,000 per key. Upon entering the agreement, the Company made a $7.2 million deposit that will be refunded if the hotel is not completed. The Company is not assuming any construction risk, including the risk of construction overruns. The Company anticipates opening the hotel late in the fourth quarter of 2013.

The acquisitions were funded through a combination of cash available on the Company’s balance sheet and borrowings under its revolving credit facility.

Balance Sheet and Capital Structure

On May 18, 2012, the Company refinanced two loans and structured in their place one first mortgage loan totaling $85.0 million.  The loan has a base term of four years and a one-year extension option. The loan requires payments of interest only during the base term and bears a floating rate of LIBOR plus 235 basis points.

On November 20, 2012, the Company completed a $700.0 million unsecured facility that is expandable to $1.2 billion, subject to certain conditions.  It consists of a five-year and a seven-year unsecured term loan for an aggregate amount of $400.0 million and a $300.0 million unsecured revolving credit facility that replaced the Company’s prior credit facility.

As of December 31, 2012, the Company had $115.9 million of unrestricted cash on its balance sheet and $284.0 million available on its unsecured revolving credit facility.  The Company had $1.4 billion of outstanding debt, including $16.0 million outstanding on its unsecured revolving credit facility.  The Company’s ratio of net debt to Adjusted EBITDA for the trailing twelve month period was 4.7 times.

Dividends

The Company’s Board of Trustees declared a cash dividend of $0.205 per common share of beneficial interest in the fourth quarter.  The dividend was paid on January 15, 2013, to shareholders of record as of December 31, 2012.

For the year ended December 31, 2012, the Company distributed a total of $0.70 per common share of beneficial interest, representing an increase of 16.7% versus prior year’s annualized rate.

2013 Outlook

The Company’s outlook excludes potential future acquisitions and dispositions, which could result in a material change to the Company’s outlook.  The Company’s 2013 outlook is also based on a number of other assumptions, many of which are outside the Company’s control and all of which are subject to change.  Pro forma operating statistics include prior owner results and assumes that the Company owned all 145 of its hotels since January 1, 2012.  For the full year 2013, the Company anticipates:

(1) Pro forma RevPAR growth and Pro forma Hotel EBITDA Margin exclude one non-comparable hotel, Hotel Indigo New Orleans Garden District, which was closed and under renovation for most of 2012.

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Earnings Call

The Company will conduct its quarterly analyst and investor conference call on February 28, 2013, at 12:00 p.m. (Eastern Time).  The conference call can be accessed by dialing (877) 705-6003 or (201) 493-6725 for international participants and requesting RLJ Lodging Trust’s fourth quarter earnings conference call. Additionally, a live webcast of the conference call will be available through the Company’s website at http://rljlodgingtrust.com.  A replay of the conference call webcast will be archived and available online through the Investor Relations section of the Company’s website.

About Us

RLJ Lodging Trust is a self-advised, publicly traded real estate investment trust focused on acquiring premium-branded, focused-service and compact full-service hotels. The Company’s portfolio consists of 145 hotels in 21 states and the District of Columbia, with more than 21,600 rooms. Additional information may be found on the Company’s website at http://rljlodgingtrust.com.

Forward Looking Statements

Certain statements in this press release, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally are identified by the use of the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “plan,” “may,” “will,” “will continue,” “intend,” “should,” “may” or similar expressions. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, beliefs and expectations, such forward-looking statements are not predictions of future events or guarantees of future performance and our actual results could differ materially from those set forth in the forward-looking statements. Some factors that might cause such a difference include the following: the current global economic uncertainty, increased direct competition, changes in government regulations or accounting rules, changes in local, national and global real estate conditions, declines in the lodging industry, seasonality of the lodging industry, risks related to natural  disasters, such as earthquakes and hurricanes, hostilities, including future terrorist attacks or fear of hostilities that affect travel, our ability to obtain lines of credit or permanent financing on satisfactory terms, changes in interest rates, access to capital through offerings of our common and preferred shares of beneficial interest, or debt, our ability to identify suitable acquisitions, our ability to close on identified acquisitions and integrate those businesses and inaccuracies of our accounting estimates. A discussion of these and other risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012. Given these uncertainties, undue reliance should not be placed on such statements. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

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Additional Contacts:

Leslie D. Hale, Chief Financial Officer, RLJ Lodging Trust — (301) 280-7707

For additional information or to receive press releases via email, please visit our website:

http://rljlodgingtrust.com

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RLJ Lodging Trust

Non-GAAP Definitions

Non-Generally Accepted Accounting Principles (“GAAP”) Financial Measures

The Company considers the following non-GAAP financial measures useful to investors as key supplemental measures of our performance: (1) FFO, (2) Adjusted FFO, (3) EBITDA, (4) Adjusted EBITDA, and (5) Hotel EBITDA. These non-GAAP financial measures should be considered along with, but not as alternatives to, net income or loss as a measure of the Company’s operating performance.  FFO, Adjusted FFO, EBITDA, Adjusted EBITDA, and Hotel EBITDA as calculated by us, may not be comparable to other companies that do not define such terms exactly as the Company.

Funds From Operations (“FFO”)

The Company calculates FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which defines FFO as net income or loss (calculated in accordance with GAAP), excluding gains or losses from sales of real estate, items classified by GAAP as extraordinary, the cumulative effect of changes in accounting principles, plus depreciation and amortization, and adjustments for unconsolidated partnerships and joint ventures. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, most real estate industry investors consider FFO to be helpful in evaluating a real estate company’s operations.

The Company believes that the presentation of FFO provides useful information to investors regarding the Company’s operating performance by excluding the effect of depreciation and amortization, gains or losses from sales for real estate, extraordinary items and the portion of items related to unconsolidated entities, all of which are based on historical cost accounting, and that FFO can facilitate comparisons of operating performance between periods and between real estate investment trusts (“REITs”), even though FFO does not represent an amount that accrues directly to common shareholders. The Company’s calculation of FFO may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO per diluted share in accordance with NAREIT guidance. Additionally, FFO may not be helpful when comparing the Company to non-REITs.  The Company presents FFO attributable to common shareholders, which includes the Company’s OP units, because the Company’s OP units are redeemable for common shares.  The Company believes it is meaningful for the investor to understand FFO attributable to all common shares and OP units.

Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”)

EBITDA is defined as net income or loss excluding: (1) interest expense; (2) provision for income taxes, including income taxes applicable to sale of assets; and (3) depreciation and amortization. The Company considers EBITDA useful to an investor in evaluating and facilitating comparisons of the Company’s operating performance between periods and between REITs by removing the impact of the Company’s capital structure (primarily interest expense) and asset base (primarily depreciation and amortization) from the Company’s operating results.  In addition, EBITDA is used as one measure in determining the value of hotel acquisitions and dispositions. The Company presents EBITDA attributable to common shareholders, which includes the Company’s OP units, because the Company’s OP units are redeemable for common shares.  The Company believes it is meaningful for the investor to understand EBITDA attributable to all common shares and OP units.

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Hotel EBITDA

With respect to Hotel EBITDA, the Company believes that excluding the effect of corporate-level expenses, non-cash items, and the portion of these items related to unconsolidated entities, provides a more complete understanding of the operating results over which individual hotels and operators have direct control. The Company believes property-level results provide investors with supplemental information on the ongoing operational performance of the Company’s hotels and effectiveness of the third-party management companies operating the Company’s business on a property-level basis.

Pro forma Hotel EBITDA includes hotel results from prior ownership periods and excludes non-comparable hotels which were not open for operation or closed for renovations for comparable periods.  Pro forma Consolidated Hotel EBITDA includes hotel results from prior ownership periods and includes non-comparable hotels which were not open for operation or closed for renovations for comparable periods.

Adjustments to EBITDA and FFO

The Company adjusts FFO and EBITDA for items that the Company considers outside the normal course of business.  The Company believes that these adjustments provide investors with another financial measure that may facilitate comparisons of operating performance between periods and between REITs. We believe that the exclusion of certain additional recurring and non-recurring items when combined with GAAP net income, EBITDA and FFO, are beneficial to an investor’s complete understanding of the Company’s operating performance. We adjust EBITDA and FFO for the following items, as applicable:

·                  Transaction Costs/Pursuit Costs: The Company excludes transaction and pursuit costs expensed during the period because it believes they do not reflect the underlying performance of the Company.

·                  Other Non-Cash: The Company excludes the effect of certain non-cash items because it believes they do not reflect the underlying performance of the Company.  In 2012 and 2011, the Company excluded the amortization of share based compensation.  In 2012, the Company excluded a non-cash loss on disposal of furniture, fixtures, and equipment associated with assets under renovation.

·                  Non-recurring expenses: The Company excludes the effect of certain non-customary expenses because it believes they do not reflect the underlying performance of the Company.  In 2012, the Company excluded legal expenses it considered outside the normal course of business, loan default penalties and fees, debt prepayment fees, acceleration of deferred financing fees, and impairment.  In 2011, the Company excluded debt prepayment fees, acceleration of deferred financing fees, and certain other expenses that were the result of the IPO and related formation transactions.

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RLJ Lodging Trust

Combined Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

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RLJ Lodging Trust

Combined Consolidated Statements of Operations

(Amounts in thousands, except share and per share data)

Note:

The Company’s comprehensive income statement and corresponding footnotes can be found in the Company’s Annual Report on Form 10K.

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RLJ Lodging Trust

Reconciliation of Net Income/(Loss) to Non-GAAP Measures

(Amounts in thousands, except per share data)

(Unaudited)

Funds From Operations (FFO)

Note:

(1)         Includes net income from discontinued operations.

(2)         Includes the gain on the transfer of title to the New York LaGuardia Marriott hotel to the lenders pursuant to a deed in lieu of foreclosure. The gain is included in Discontinued Operations.

(3)         Includes depreciation and amortization expense allocated to the noncontrolling interest in joint venture.

(4)         Includes expenses related to the transfer and assumption of indebtedness and other contractual obligations of our predecessor in connection with the IPO and our formation transactions.

(5)         Includes zero and $0.7 million for the three and twelve months ended December 31, 2012, respectively, of default interest and penalties incurred in connection with Springhill Suites Southfield, Michigan mortgage loan.

(6)         Includes $1.4 million for the three and twelve months ended December 31, 2012, respectively, of accelerated amortization of deferred financing fees related to the amendment and restatement of the credit facility.

(7)         Includes $1.4 million for the three and twelve months ended December 31, 2012, respectively, and zero and $4.3 million for the twelve months ended December 31, 2011, respectively of incremental interest expense related to the accelerated payoff of mortgage indebtedness.

(8)         Includes $0.1 million and $0.4 million for the three and twelve months ended December 31, 2012, respectively, of legal expenses outside the normal course of operations.

(9)         Includes $1.4 million for the year ended December 31, 2011 of certain compensation obligations of our predecessor not continued.

(10)  Adjusted FFO per common share and unit (basic/diluted) for the year ended December 31, 2011, is not provided. The Company does not consider the calculation meaningful for the full year 2011 as a result of the predecessor’s impact to the calculation. Adjusted FFO per common share and unit (basic/diluted) would have been $1.34, assuming diluted weighted average shares as of the fourth quarter 2011.

(11)  Includes 894,000 operating partnership units.

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RLJ Lodging Trust

Reconciliation of Net Income/(Loss) to Non-GAAP Measures

(Amounts in thousands)

(Unaudited)

Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)

Note:

(1)              Includes net income from discontinued operations.

(2)              Excludes amounts from investment in loans of $0.4 million and $1.6 million for the three and twelve months ended December 31, 2012 and 2011, respectively.

(3)              Includes depreciation, amortization and interest expense allocated to the noncontrolling interest in joint venture.

(4)              Includes expenses related to the transfer and assumption of indebtedness and other contractual obligations of our predecessor in connection with the IPO and our formation transactions.

(5)              Includes the gain on the transfer of title to the New York LaGuardia Marriott hotel to the lenders pursuant to a deed in lieu of foreclosure.  The gain is included in Discontinued Operations.

(6)              Includes $0.1 million and $0.4 million for the three and twelve months ended December 31, 2012, respectively, of legal expenses outside the normal course of operations.

(7)              Includes zero and $1.4 million for the three and twelve months ended December 31, 2011, respectively, of certain compensation obligations of our predecessor not continued.

(8)              General and administrative expenses exclude certain compensation obligations of our predecessor not continued and amortization of share based compensation, which are reflected in Adjusted EBITDA.

(9)              Reflects pro forma adjustments made for recent acquisitions.

(10)       Non-cash amortization includes the amortization of management and franchise fees.

(11)       The Hotel Indigo New Orleans Garden District was closed in 2011 and most of 2012 due to a conversion upgrade.  It reopened in December 2012 and therefore has been excluded from 2012 and 2011.  Due to conversion upgrades at Fairfield Inn & Suites Washington, DC/Downtown and Courtyard by Marriott Charleston Historic District, these two hotels were excluded for the three months ended March 31, 2012 and 2011.

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RLJ Lodging Trust

Acquisitions

Note:

(1)         On November 30, 2012, the Company signed a purchase and sale agreement to acquire upon completion the 231-room Hilton Cabana Miami Beach for a fixed purchase price of $71.6 million, or approximately $310,000 per key. The transaction is expected to close in fourth quarter 2013.  No management contract has been signed.

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RLJ Lodging Trust

Pro forma Operating Statistics — Top 40 Assets

(Amounts in thousands)

(Unaudited)

For the twelve months ending December 31, 2012

Note:

The information above has not been audited and is presented only for comparison purposes.  Results reflect 100% of DoubleTree by Hilton Hotel Metropolitan New York City financial results, which have not been adjusted to reflect the 5% noncontrolling interest in the joint venture. Due to the timing of the Embassy Suites Boston Waltham acquisition, hotel results are not provided.

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RLJ Lodging Trust

Pro forma Operating Statistics

(Unaudited)

For the three months ending December 31, 2012