##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
 Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31,
    2010oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File Number:
    001-13957
 Red
    Lion Hotels Corporation
 (Exact name of registrant as
    specified in its charter)
  Washington

91-1032187(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer Identification
    No.)201 W. North River Drive, Suite 100Spokane Washington

99201(Address of principal executive
    offices)

(Zip
    Code)   Registrants Telephone Number, Including Area Code:
    (509) 459-6100
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Stock, par value $.01 per share

New York Stock ExchangePreferred Stock Purchase Rights

New York Stock ExchangeGuarantee with Respect to 9.5% Trust Preferred
    Securities
    (Liquidation Amount of $25 per Trust Preferred Security) of
    Red Lion Hotels Corporation Capital Trust

New York Stock Exchange   Securities registered pursuant to section 12(g) of the
    Act:
   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated filer o

Accelerated filer þ

Non-accelerated filero
    (Do not check if a smaller reporting company)

Smaller reporting company o   Rule 12b-2 o þ
     DOCUMENTS
    INCORPORATED BY REFERENCE




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##### 





TABLE OF
    CONTENTS
   
 Item No.

Description

Page No.PART IItem 1


Business


3Item 1A


Risk Factors


8Item 1B


Unresolved Staff Comments


21Item 2


Properties


21Item 3


Legal Proceedings


23Item 4


(Removed and Reserved)


23PART IIItem 5


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


25Item 6


Selected Financial Data


27Item 7


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


30Item 7A


Quantitative and Qualitative Disclosures About
    Market Risk


47Item 8


Financial Statements and Supplementary Data


48Item 9


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


86Item 9A


Controls and Procedures


86Item 9B


Other Information


88PART IIIItem 10


Directors, Executive Officers and Corporate
    Governance


88Item 11


Executive Compensation


88Item 12


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


88Item 13


Certain Relationships and Related Transactions,
    and Director Independence


88Item 14


Principal Accountant Fees and Services


88PART IVItem 15


Exhibits, Financial Statement Schedules


89Signatures


93EX-10.10EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   2




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PART I  This annual report on
    Form 10-K
    includes forward-looking statements. We have based these
    statements on our current expectations and projections about
    future events. When words such as anticipate,
    believe, estimate, expect,
    intend, may, plan,
    seek, should, will and
    similar expressions or their negatives are used in this annual
    report, these are forward-looking statements. Many possible
    events or factors, including those discussed in Risk
    Factors under Item 1A of this annual report, could
    affect our future financial results and performance, and could
    cause actual results or performance to differ materially from
    those expressed. You are cautioned not to place undue reliance
    on these forward-looking statements, which speak only as of the
    date of this annual report.
  In this report, we, us,
    our, our company, the
    company and RLH refer to Red Lion Hotels
    Corporation and, as the context requires, all of its wholly and
    partially owned subsidiaries, including its 100% ownership of
    Red Lion Hotels Holdings, Inc. and Red Lion Hotels Franchising,
    Inc. and its more than 99% ownership of Red Lion Hotels Limited
    Partnership. Red Lion refers to the Red Lion brand.
    The terms the system, system-wide hotels
    or system of hotels refer to our entire group of
    owned, leased and franchised hotels.
  Item 1.
    Business  Introduction
          Total


MeetingAvailable


SpaceHotels


Rooms


(sq. ft.)Red Lion Owned and Leased Hotels


31



6,121



304,566Red Lion Franchised Hotels


13



2,436



120,831Total


44



8,557



425,397   Operations
    hotels segment
 3




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##### Table of Contents



franchise
    entertainment segment
      Year Ended December 31,2010


2009


2008Hotels:Rooms revenue

$
107,489



65.7
%

$
101,975



61.5
%

$
115,564



61.4
%Food and beverage revenue


36,246



22.2
%


41,484



25.0
%


48,506



25.8
%Other department revenue


4,833



3.0
%


4,313



2.6
%


4,540



2.4
%Total hotels segment revenue


148,568



90.9
%


147,772



89.1
%


168,610



89.6
%Franchise revenue


3,209



2.0
%


3,616



2.2
%


4,442



2.3
%Entertainment revenue


9,236



5.6
%


11,690



7.1
%


12,016



6.4
%Other revenue


2,481



1.5
%


2,641



1.6
%


3,140



1.7
%Total revenue

$
163,494



100.0
%

$
165,719



100.0
%

$
188,208



100.0
%   year-over-year
  2010


2009Average








AverageOccupancy


ADR


RevPAR


Occupancy


ADR


RevPAROwned and Leased Hotels


57.1
%

$
84.33


$
48.11



55.5
%

$
82.25


$
45.64Franchised Hotels


52.1
%

$
76.55


$
39.91



52.2
%

$
78.25


$
40.87Total System Wide(1)


55.8
%

$
82.42


$
45.96



54.6
%

$
81.25


$
44.39  4




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2010 vs. 2009Owned and Leased Hotels


1.6



2.5
%


5.4
%Franchised Hotels


(0.1
)


(2.2
)%


(2.3
)%Total System Wide


1.2



1.4
%


3.5
%     (1)
    
    Includes all hotels owned, leased and franchised, presented on a
    comparable basis.    
    Average occupancyrepresents total paid rooms occupied
    divided by total available rooms. We use average occupancy as a
    measure of the utilization of capacity in our system of hotels.
    RevPARrepresents total room and related revenues divided
    by total available rooms. We use RevPAR as a measure of
    performance yield in our system of hotels.
    ADRrepresents total room revenues divided by the total
    number of paid rooms occupied by hotel guests. We use ADR as a
    measure of room pricing in our system of hotels.
    Total available roomsrepresents the number of rooms
    available multiplied by the number of days in the reported
    period. We use total available rooms as a measure of capacity in
    our system of hotels and do not adjust total available rooms for
    rooms temporarily out of service for remodel or other short-term
    periods.
    Comparable hotelsare hotels that have been owned, leased
    or franchised by us and were in operation during each of the
    full periods presented.    Company
    Strategy
    Sales &
    Marketing Initiatives
    Franchising
   5




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Leveraging
    Assets
      Hotel
    Operations Strategy
    
    Business Mix.  Our assets provide us with a
    stable, positive cash flow. However, on an aggregated basis, we
    can improve compared to our competitive set in average rate due
    to our occupancy mix. We intend to continue to focus on group
    and higher-rated transient business, while at the same time
    using revenue management tools that we invested in during the
    past year to strategically manage lower-rated on-line travel
    agent and permanent business. To achieve this goal, we are
    focusing on direct sales, as well as implementing centralized
    revenue management across our system of hotels, allowing for
    greater consistency in pricing to improve value perception and
    capture market share.
    Investment in Marketing and Sales
    Resources.  In the fourth quarter of 2009 and
    first quarter of 2010, we implemented an automated sales and
    catering system that provides our properties with a single
    customer data base to streamline sales and catering processes,
    increase efficiency of sales personnel to capture additional
    business and allow for immediate transparency in monitoring
    productivity. In addition to this new system, we appointed a new
    and seasoned leader as Executive Vice President,
    Sales & Marketing to lead the way in expanding our
    local and national reach. We have also invested in training and
    additional sales personnel to grow our mix of group and
    preferred corporate customers.
    Responding to Customer Demand.  The Red Lion
    brand has always been associated with value oriented
    full-service, high-quality lodging, with extensive meeting
    facilities and food and beverage operations in the majority of
    our locations. In 2010 we introduced a value priced, breakfast
    initiative to directly compete with limited and select service
    hotels offering free breakfast. We intend to expand our
    breakfast offering system- 6




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wide in 2011 and to continue to assess our operations and focus
    to ensure that our guests are provided a clean, comfortable room
    at a competitive price, and a place, to which they want to
    return.  
    Expense Management and Other Revenue.  During
    2010, we had a 21.5% direct hotel operating margin on slightly
    improved hotel revenues of $148.6 million. Our increased
    investments in sales, marketing, franchising and related
    technologies drove the majority of the margin decline. However,
    we believe this same investment will help us to improve our
    revenues going forward as we work to increase market share in
    the markets in which we compete. We will also seek to maximize
    ancillary revenues, including initiatives such as paid parking,
    selling reservations services and leasing underutilized real
    estate.  Summary
      Employees
      Available
    Information
  Form 10-K, Form 10-Q, Form 8-K, 1-800-SEC-0330. www.sec.gov
   7




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Item 1A.
    Risk
    Factors    General
    economic conditions will continue to negatively impact our
    results and liquidity.
    Due to
    the geographic concentration of the hotels in our system, our
    results of operations and financial condition are subject to
    fluctuations in regional economic conditions.
    
    The rate of national and local unemployment;
    The relative strength of national and local economies; and
    Changes in governmental regulations and economic conditions.    Our
    operating results are subject to conditions affecting the
    lodging industry.
    
    Decreases in demand for transient rooms and related lodging
    services, including a reduction in business travel as a result
    of general economic conditions;
    Changes in travel patterns, extreme weather conditions and
    cancellation of or changes in events scheduled to occur in our
    markets;
    The attractiveness of our hotels to consumers and competition
    from other hotels;
    The need to periodically repair and renovate the hotels in our
    system; 8




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
    The lack of availability of capital to allow us to fund
    renovations and investments;
    The quality and performance of the employees of our hotels;
    Increases in transportation and fuel costs, the financial
    condition of the airline industry and the impact on travel;
    Increases in operating costs, due to inflation and other factors
    such as minimum wage requirements, overtime, healthcare, working
    conditions, work permit requirements and other labor-related
    costs, energy prices, insurance and property taxes, as well as
    increases in construction or associated renovation costs;
    Regulations and changes therein relating to the preparation and
    sale of food and beverages, liquor service and health and safety
    of premises;
    Impact of war, actual or threatened terrorist attacks,
    heightened security measures and other national, regional or
    international political and geopolitical conditions;
    Travelers fears of exposure to contagious diseases or food
    borne illness;
    The impact of internet intermediaries and competitor pricing;
    Oversupply of hotel rooms in markets in which we operate;
    Restrictive changes in zoning and similar land use laws and
    regulations, or in health, safety and environmental laws, rules
    and regulations;
    Possible requirements to make substantial modifications to our
    hotels to comply with the Americans with Disabilities Act of
    1990 or other governmental or regulatory actions;
    The financial condition of third-party property owners and
    franchisees, which may impact their ability to fund amounts
    required for renovations as required under franchise agreements;
    Changes in guest expectations with respect to amenities at our
    hotels that require additional capital to meet; and
    Improvements in technology that require capital investment in
    infrastructure to implement and maintain.    Our
    expenses may remain constant or increase even if revenues
    decline.
    We are
    exposed to impairment risk of goodwill, intangibles and other
    long-lived assets.
   9




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
    Estimated future cash flows from the respective properties,
    which is dependent upon internal forecasts;
    Estimation of the long-term rate of growth for our business;
    The useful life over which our cash flows will occur;
    The determination of real estate and prevailing market values;
    Asset appraisals; and
    Current estimated net sales proceeds from pending offers or net
    sales proceeds from previous, comparable transactions, if
    available and appropriate.    We
    have incurred debt financing and may incur increased
    indebtedness in connection with growth of our system of hotels,
    capital expenditures or for other corporate
    purposes.
      Our
    business is capital intensive and any potential acquisition,
    development, redevelopment and renovation projects might be more
    costly than we anticipate.
    
    Construction delays and cost overruns; 10




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
    Numerous federal, state and local government regulations
    affecting the lodging industry, including building and zoning
    requirements and other required governmental permits and
    authorizations;
    Uncertainties as to market demand or a loss of market demand
    after capital improvements have begun; and
    Potential environmental problems.    Failure
    to comply with debt covenants could adversely affect our
    financial results or condition.
    We
    will be required to refinance our revolving credit facility this
    year and other indebtedness this year and in 2013, and there is
    no assurance that we will be able to refinance that debt on
    competitive terms.
    The
    lodging industry is highly competitive, which may impact our
    ability to compete successfully with other hospitality and
    leisure companies.
     11




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We may
    be unsuccessful in identifying and completing franchise
    acquisitions, which could limit our ability to implement our
    growth strategy and result in significant expense.
  start-up
    
    the ability of our franchisees to open and operate additional
    hotels profitably. Factors affecting the opening of new hotels,
    or the conversion of existing hotels to the Red Lion brand,
    include, among others:            
    competition with other hotel companies;
    our ability to continue to maintain and enhance our central
    reservation system to support additional franchisees in a
    timely, cost-effective manner;
    the effectiveness and efficiency of our development organization;
    our dependence on our independent franchisees skills and
    access to financial resources necessary to open or rebrand
    hotels; and
    our ability to attract and retain qualified franchisees.   12




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If our
    franchisees terminate or fail to renew their relationship with
    our company, or if new franchise hotels are unable to
    effectively integrate into our system, our franchise revenue
    will decline.
    Government
    regulation could impact our franchise business.
    The
    results of some of our hotels are significantly impacted by
    group contract business and other large customers, and the loss
    of such customers for any reason could harm our operating
    results.
    Our
    success depends on the value of our name, image and brand. If
    demand for our hotels decreases or the value of our name, image
    or brand diminishes, our business and operations would be
    harmed.
      The
    illiquidity of real estate investments and the lack of
    alternative uses of hotel properties could significantly limit
    our ability to respond to adverse changes in the performance of
    our hotels and harm our financial condition.
   13




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Our
    recently announced plans to offer for sale the Red Lion Hotel on
    Fifth Avenue in Seattle, Washington, the Red Lion Hotel Denver
    Southeast in Aurora, Colorado and the Red Lion Colonial Hotel in
    Helena, Montana may not be completed as
    anticipated.
    Risks
    associated with real estate ownership may adversely affect
    revenue or increase expenses.
    
    Changes in national, regional and local economic conditions;
    Changes in local real estate market conditions;
    Increases in interest rates, and other changes in the
    availability, cost and terms of financing and capital leases;
    Increases in property and other taxes;
    The impact of present or future environmental legislation;
    Adverse changes in other governmental regulations, insurance and
    zoning laws; and
    Condemnation or taking of properties by governments or related
    entities      The
    increasing use of third-party travel websites by consumers may
    adversely affect our profitability.
   14




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Our
    hotels may be faced with labor disputes which would harm the
    operation of our hotels.
    We may
    have disputes with the owners of the hotels that we manage or
    franchise.
    Our
    business is seasonal in nature, and we are likely to experience
    fluctuations in our results of operations and financial
    condition.
    Our
    properties are subject to risks relating to natural disasters,
    terrorist activity and war, and any such event could materially
    adversely affect our operating results without adequate
    insurance coverage or preparedness.
  and/or
  Disruption
    or malfunction in our information systems could adversely affect
    our business.
    
    earthquakes, fires, floods and other natural disasters; 15




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
    power losses, computer systems failures, internet and
    telecommunications or data network failures, operator
    negligence, improper operation by or supervision of employees,
    physical and electronic losses of data and similar
    events; and
    computer viruses, penetration by individuals seeking to disrupt
    operations or misappropriate information and other breaches of
    security.    If we
    fail to comply with privacy regulations, we could be subject to
    fines or other restrictions on our business.
  and/or
  Failure
    to maintain the security of internal or customer data could
    adversely affect us.
    Any
    failure to protect our trademarks could have a negative impact
    on the value of our brand names.
    We are
    subject to environmental regulations.
   16




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on-site
         17




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Failure
    to comply with the Sarbanes-Oxley Act could impact our
    business.
    We
    face risks relating to litigation.
        and/or
  If any
    hotel acquisitions fail to perform in accordance with our
    expectations or if we are unable to effectively integrate new
    hotels into our operations, our results of operations and
    financial condition may suffer.
   18




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We
    rely on our central reservation system for occupancy at our
    hotels and any failures in such system could negatively affect
    our revenues and cash flows.
      Our
    current or future joint venture arrangements may not reflect
    solely our best interests and may subject these investments to
    increased risks.
    
    The other owner(s) of the investment might become bankrupt;
    The other owner(s) may have economic or business interests or
    goals that are inconsistent with ours;
    The other owner(s) may be unable to make required payments on
    loans under which we are jointly and severally liable;
    The other owner(s) may be in a position to take action contrary
    to our instructions or requests or contrary to our policies or
    objectives, such as selling the property at a time when to do so
    would have adverse consequences to us;
    Actions by the other owner(s) might subject the property to
    liabilities in excess of those otherwise contemplated by
    us; and
    It may be difficult for us to sell our interest in the property
    at the time we deem a sale to be in our best interests.  Failure
    to retain senior management or other key employees could
    adversely affect our business.
   19




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The
    market price for our common stock may be volatile.
    
    Changes in general economic conditions, such as the recent
    recession, and subsequent fluctuations in stock market prices
    and volumes;
    Changes in financial estimates, expectations of future financial
    performance or recommendations by analysts;
    Changes in market valuations of companies in the hospitality
    industry;
    Actual or anticipated variations in our quarterly results of
    operations;
    Issuances of additional common stock or other
    securities; and
    Announcements by us or our competitors of acquisitions,
    investments or strategic alliances.  Washington
    law and our governing corporate documents contain provisions
    that could deter takeover attempts.
  change-in-control
  Due to
    the shareholdings of our significant shareholders, we may be
    limited in our ability to undertake transactions requiring
    shareholder approval.
    The
    performance of our entertainment division is particularly
    subject to fluctuations in economic conditions.
    If we
    are unable to locate lessees for our retail space at our mall,
    our revenues and cash flow may be adversely
    affected.
   20




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If one
    or more of our hotel subtenants breach subleases, our income and
    cash flow may be adversely affected.
  and/or
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Total


MeetingAvailable


SpaceProperty

Location

Rooms


(sq. ft.)Red Lion Owned HotelsRed Lion Hotel Eureka

Eureka, California


175



4,890Red Lion Hotel Redding

Redding, California


192



6,800Red Lion Hotel Denver Southeast

Aurora, Colorado


478



25,000Red Lion Hotel Pocatello

Pocatello, Idaho


150



13,000Red Lion Templins Hotel on the River

Post Falls, Idaho


163



11,000Red Lion Hotel Canyon Springs

Twin Falls, Idaho


112



5,085Red Lion Colonial Hotel

Helena, Montana


149



15,500Red Lion Hotel Salt Lake Downtown

Salt Lake City, Utah


393



12,000Red Lion Hotel Columbia Center

Kennewick, Washington


162



9,700Red Lion Hotel Olympia

Olympia, Washington


192



16,500Red Lion Hotel Pasco

Pasco, Washington


279



17,240Red Lion Hotel Port Angeles

Port Angeles, Washington


186



3,010Red Lion Hotel Richland Hanford House

Richland, Washington


149



9,247Red Lion Bellevue

Bellevue, Washington


181



5,700Red Lion Hotel on Fifth Avenue

Seattle, Washington


297



13,800Red Lion Hotel Seattle Airport

Seattle, Washington


144



4,500Red Lion Hotel at the Park

Spokane, Washington


400



30,000Red Lion Hotel Yakima Center

Yakima, Washington


156



11,000Red Lion Kalispell Center

Kalispell, Montana


170



10,500Owned Hotels (19 properties)




4,128



224,472 21




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Total


MeetingAvailable


SpaceProperty

Location

Rooms


(sq. ft.)Red Lion Leased HotelsRed Lion Hotel Boise Downtowner

Boise, Idaho


182



8,600Red Lion Inn Missoula

Missoula, Montana


76



640Red Lion Inn Bend North

Bend, Oregon


75



2,000Red Lion Hotel Coos Bay

Coos Bay, Oregon


145



5,000Red Lion Hotel Eugene

Eugene, Oregon


137



5,600Red Lion Hotel Medford

Medford, Oregon


185



9,552Red Lion Hotel Pendleton

Pendleton, Oregon


170



9,769Red Lion Hotel Kelso/Longview

Kelso, Washington


161



8,670Red Lion River Inn

Spokane, Washington


245



2,800Red Lion Hotel Vancouver (at the Quay)

Vancouver, Washington


160



14,785Red Lion Hotel Wenatchee

Wenatchee, Washington


149



7,678Red Lion Anaheim

Anaheim, California


308



5,000Leased Hotels (12 properties)




1,993



80,094Red Lion Franchised HotelsRed Lion Inn and Suites Victoria

Victoria, BC Canada


85



450Red Lion Hotel Denver Central

Denver, Colorado


297



15,206Red Lion Hotel Lewiston

Lewiston, Idaho


183



12,259Red Lion Hotel & Casino Elko

Elko, Nevada


222



3,000Red Lion Inn & Suites McMinnville

McMinnville, Oregon


67



1,312Red Lion Inn Portland Airport

Portland, Oregon


136



3,000Red Lion Hotel Portland Convention Center

Portland, Oregon


174



6,000Red Lion Hotel Salem

Salem, Oregon


148



10,000Red Lion Hotel on the River  Jantzen Beach

Portland, Oregon


318



35,000Red Lion Hotel Tacoma

Tacoma, Washington


119



750Red Lion Hotel Idaho Falls

Idaho Falls, Idaho


138



8,800Red Lion Hotel Sacramento at Arden Village

Sacramento, California


376



19,644Red Lion Hotel Concord  Walnut Creek

Concord, California


173



5,410Franchised Hotels (13 properties)




2,436



120,831Total  All Hotels (44 properties)




8,557



425,397   Owned
    and Leased Hotels
     22




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Franchised
    Hotels
      Discontinued
    Operations
    Other
    Operations
    Item 3.
    Legal
    Proceedings    Item 4.
    [Removed
    and Reserved]  Executive
    Officers of the Registrant
    Name

Age

PositionJon E. Eliassen


64


President and Chief Executive OfficerGeorge H. Schweitzer


55


Executive Vice President and Chief Operating Officer, Hotel
    OperationsDan R. Jackson


57


Executive Vice President, Chief Financial Officer and Principal
    Financial OfficerHarry G. Sladich


49


Executive Vice President of Sales and MarketingThomas L. McKeirnan


42


Senior Vice President, General Counsel and SecretaryJack G. Lucas


58


Vice President and President, TicketsWest   Jon E. Eliassen.
 23




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George H. Schweitzer.
  Dan R. Jackson.
  Harry G. Sladich.
  Thomas L. McKeirnan.
 24




---



##### Table of Contents



Jack G. Lucas.
 PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    High


Low2010Fourth Quarter (ended December 31, 2010)

$
8.28


$
7.20Third Quarter (ended September 30, 2010)

$
7.61


$
5.92Second Quarter (ended June 30, 2010)

$
7.91


$
5.86First Quarter (ended March 31, 2010)

$
7.22


$
4.712009Fourth Quarter (ended December 31, 2009)

$
6.00


$
4.47Third Quarter (ended September 30, 2009)

$
6.34


$
4.07Second Quarter (ended June 30, 2009)

$
5.03


$
2.94First Quarter (ended March 31, 2009)

$
3.25


$
2.01      25




---



##### Table of Contents



(a)


(b)


(c)Number of SecuritiesRemaining Available forNumber of Securities





Future Issuance Underto be Issued Upon


Weighted-Average


EquityExercise of


Exercise Price of


Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesWarrants and Rights


Warrants and Rights


Reflected in Column (a))Equity Compensation Plans Approved by Security Holders:1998 Stock Incentive Plan(1)


249,248


$
5.55



2006 Stock Incentive Plan


449,615


$
8.17



1,160,924Equity Compensation Plans Not Approved by Security Holders










Total


698,863


$
7.24



1,160,924     (1)
    
    No further grants will be made under the 1998 Stock Incentive
    Plan.    
  *
    $100 invested on 12/31/05 in stock or index, including
    reinvestment of dividends.
    Fiscal year ending December 31. 26




---



##### Table of Contents



Item 6.
    Selected
    Financial Data    Year Ended December 31,2010

2009

2008

2007

2006(In thousands, except per share data)Consolidated Statement of Operations DataContinuing Operations:Total revenues

$
163,494


$
165,719


$
188,208


$
187,900


$
171,601Impairment charge(2)


5,733



8,509











Restructuring expenses(3)






136



2,067







Operating expenses (1,2,3)


167,796



168,228



182,941



172,240



159,316Operating income (loss) (2,3)


(4,302
)


(2,509
)


5,267



15,660



12,285Expense of early extinguishment of debt, net(4)


















5,266Net income (loss) from continuing operations (2,3,4)


(8,230
)


(6,597
)


(1,817
)


5,072



(1,526
)Net income (loss) from continuing operations attributable to Red
    Lion Hotels Corporation (2,3,4)


(8,220
)


(6,596
)


(1,805
)


5,038



(1,470
)Earnings (loss) per share attributable to Red Lion Hotels
    Corporation before discontinued operations:Basic and diluted

$
(0.45
)

$
(0.37
)

$
(0.10
)

$
0.26


$
(0.09
)Discontinued Operations:Net gain (loss) on disposal of discontinued business units, net
    of income tax expense (benefit)(5)

$
(38
)

$
(117
)

$



$
932


$
(133
)Income (loss) from operations of discontinued business units,
    net of income tax expense (benefit)(5)


(351
)


50



168



146



283Earnings (loss) per share on discontinued operations:Basic

$
(0.02
)

$



$
0.01


$
0.06


$
0.01Diluted

$
(0.02
)

$



$
0.01


$
0.05


$
0.01Net Income (Loss) attributable to Red Lion Hotels
    Corporation

$
(8,609
)

$
(6,663
)

$
(1,637
)

$
6,116


$
(1,320
)Earnings (loss) per share attributable to Red Lion Hotels
    CorporationBasic (2,3,4,5)

$
(0.47
)

$
(0.37
)

$
(0.09
)

$
0.32


$
(0.08
)Diluted (2,3,4,5)

$
(0.47
)

$
(0.37
)

$
(0.09
)

$
0.31


$
(0.08
)Weighted Average Shares Outstanding:Basic


18,485



18,106



18,234



19,134



16,666Diluted


18,485



18,106



18,234



19,506



16,666   27




---



##### Table of Contents



Year Ended December 31,2010


2009


2008


2007


2006(In thousands, except per share data)Other Non-GAAP DataEBITDA

$
16,444


$
18,724


$
25,762


$
34,699


$
21,970EBITDA from continuing operations (2,3,4)


17,002



18,744



25,432



32,784



21,078Consolidated Statement of Cash Flow DataNet cash provided by operating activities

$
19,487


$
15,692


$
22,803


$
21,230


$
18,962Net cash used in investing activities


(10,428
)


(16,970
)


(53,754
)


(12,491
)


(14,000
)Net cash (used in) provided by financing activities


(8,932
)


(13,059
)


34,129



(7,014
)


(5,247
)Consolidated Balance Sheet DataCash

$
4,012


$
3,881


$
18,216


$
15,026


$
13,247Working capital(6)


(48,347
)


(1,161
)


8,353



5,781



8,350Assets of discontinued operations






242



520



477



14,988Property and equipment, net


272,030



285,601



298,059



260,228



250,223Total assets


331,482



350,636



380,240



343,926



351,131Total debt


95,152



106,322



119,331



83,220



85,272Debentures due Red Lion Hotels Capital Trust


30,825



30,825



30,825



30,825



30,825Liabilities of discontinued operations






29



60



88



4,182Long-term debt included with discontinued operations


















3,874Total liabilities


160,717



175,614



199,895



162,512



168,265Total Red Lion Hotels Corporation stockholders equity


170,765



175,022



180,345



181,414



182,866     (1)
    
    Operating expenses include all direct segment expenses,
    depreciation and amortization, gain (loss) on asset disposals,
    hotel facility and land lease and undistributed corporate
    expenses.(2)
    
    During the fourth quarter of 2010, we recorded a
    $5.7 million impairment charge related to the termination
    of a sublease agreement. During the fourth quarter of 2009, we
    recorded an $8.7 million non-cash impairment charge related
    to two hotel properties, as well as $0.1 million in
    restructuring expenses.(3)
    
    During 2009, we recorded $0.1 million in restructuring
    expense associated with a reduction in force. During 2008, we
    recorded $2.1 million in restructuring expenses, as well as
    $3.7 million in separation payments pertaining to the
    retirement of our former President and Chief Executive Officer
    in February 2008.(4)
    
    During 2006, we reduced our debt by $59.1 million, some of
    which resulted in expenses for early extinguishment.(5)
    
    In 2007, the balance includes a net gain on the sale of a
    commercial office complex of $1.2 million and a net loss of
    $0.3 million from the sale of a hotel. In 2006, the balance
    includes a loss on disposition of assets of $0.1 million.(6)
    
    Represents current assets less current liabilities, excluding
    assets and liabilities of discontinued operations and assets
    held for sale.   28




---



##### Table of Contents



Year Ended December 31,2010


2009


2008


2007


2006(In thousands)EBITDA from continuing operations

$
17,002


$
18,744


$
25,432


$
32,784


$
21,078Income tax benefit (expense)  continuing operations


4,736



4,036



1,251



(2,112
)


2,157Interest expense  continuing operations


(9,073
)


(8,503
)


(9,247
)


(9,172
)


(12,072
)Depreciation and amortization  continuing operations


(20,885
)


(20,873
)


(19,241
)


(16,462
)


(12,633
)Net income (loss) attributable to Red Lion Hotels Corporation
    from continuing operations


(8,220
)


(6,596
)


(1,805
)


5,038



(1,470
)Income (loss) on discontinued operations, net of tax


(389
)


(67
)


168



1,078



150Net income (loss) attributable to Red Lion Hotels
    Corporation

$
(8,609
)

$
(6,663
)

$
(1,637
)

$
6,116


$
(1,320
)EBITDA

$
16,444


$
18,724


$
25,762


$
34,699


$
21,970Income tax benefit (expense)


4,937



4,070



1,164



(2,697
)


2,081Interest expense


(9,073
)


(8,503
)


(9,247
)


(9,331
)


(12,263
)Depreciation and amortization


(20,917
)


(20,954
)


(19,316
)


(16,555
)


(13,108
)Net income (loss) attributable to Red Lion Hotels
    Corporation

$
(8,609
)

$
(6,663
)

$
(1,637
)

$
6,116


$
(1,320
)  29




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Introduction
      Total


MeetingAvailable


SpaceHotels


Rooms


(sq. ft.)Red Lion Owned and Leased Hotels


31



6,121



304,566Red Lion Franchised Hotels


13



2,436



120,831Total


44



8,557



425,397     
    The hotels segmentderives revenue primarily from guest
    room rentals and food and beverage operations at our owned and
    leased hotels.
    The franchise segmentis engaged primarily in licensing
    the Red Lion brand to franchisees. This segment generates
    revenue from franchise fees that are typically based on a
    percent of room revenues and are charged to hotel owners in
    exchange for the use of our brand and access to our central
    services programs. These programs include the reservation
    system, guest loyalty program, national and regional sales,
    revenue management tools, quality inspections, advertising and
    brand standards. It has also historically reflected revenue from
    management fees charged to the owners of managed hotels. We have
    not managed any hotels for third parties since January 2008.
    The entertainment segmentderives revenue primarily from
    ticketing services and promotion and presentation of
    entertainment productions.    Results
    of Operations
       30




---



##### Table of Contents



2010


2009


2008Total revenue

$
163,494


$
165,719


$
188,208Operating expenses


167,796



168,228



182,941Operating income (loss)


(4,302
)


(2,509
)


5,267Other income (expense):Interest expense


(9,073
)


(8,503
)


(9,247
)Other income, net


409



379



912Income (loss) from continuing operations before income
    taxes


(12,966
)


(10,633
)


(3,068
)Income tax (benefit) expense


(4,736
)


(4,036
)


(1,251
)Net income (loss) from continuing operations


(8,230
)


(6,597
)


(1,817
)Income (loss) from discontinued operations, net of tax


(389
)


(67
)


168Net income (loss)

$
(8,619
)

$
(6,664
)

$
(1,649
)Net income (loss) attributable to Red Lion Hotels
    Corporation

$
(8,609
)

$
(6,663
)

$
(1,637
)Earnings (loss) per share  basic and diluted

$
(0.47
)

$
(0.37
)

$
(0.09
)EBITDA

$
16,444


$
18,724


$
25,762EBITDA from continuing operations

$
17,002


$
18,744


$
25,432     2010


2009


2008Impairment charge(1)

$
(5,733
)

$
(8,509
)

$
Separation costs(2)


(1,219
)






(3,654
)Restructuring expenses (3,4)






(136
)


(2,067
)Franchise, sublease termination(5)


1,452



Income tax benefit


1,954



3,069



2,031Impact on net loss

$
(3,546
)

$
(5,576
)

$
(3,690
)Impact on EBITDA

$
(5,392
)

$
(8,645
)

$
(5,721
)Impairment charge

$
(0.31
)

$
(0.47
)

$
Separation costs


(0.07
)






(0.20
)Restructuring expenses






(0.01
)


(0.11
)Franchise, sublease termination


0.08Income tax benefit


0.11



0.17



0.11Impact on loss per share

$
(0.19
)

$
(0.31
)

$
(0.20
)     (1)
    
    During the fourth quarter of 2010, we recorded an impairment
    charge of $5.7 million due to the termination of a sublease
    agreement at our Red Lion Hotel Sacramento. During the fourth
    quarter of 2009, we recorded an 31




---



##### Table of Contents



impairment charge of $8.5 million for our Red Lion Hotel
    Denver Southeast as a result of market conditions at that time.(2)
    
    During the first quarter of 2010, the Company terminated an
    employment agreement with its President and Chief Executive
    Officer. As a result, separation costs of $1.2 million were
    recorded in that quarter. During the first quarter of 2008, the
    then President and Chief Executive Officer of the Company
    retired. In connection therewith, we recorded separation payment
    and benefit expense of $3.7 million.(3)
    
    During the fourth quarter of 2008, an employment agreement was
    terminated with an Executive Vice President resulting in an
    expense of $1.2 million for separation payments and other
    benefits, including a $0.3 million non-cash expense for the
    unvested portion of the former executives stock options
    and restricted stock units that immediately vested upon
    termination.(4)
    
    2008 includes a non-cash charge of $0.7 million reducing
    the carrying value of an intangible asset related to a
    management contract acquired with the WestCoast and Red Lion
    brands. 2009 includes restructuring costs associated with a
    reduction in force implemented to manage costs.(5)
    
    During the fourth quarter of 2010, a sublease agreement was
    terminated for our Red Lion Hotel Sacramento. As a result, we
    accelerated the recognition of $3.0 million of deferred
    lease income associated with that contract. Additional
    adjustments in the amount of $1.5 million were necessary to
    reflect uncollectible amounts and accrued expenses, which
    partially offset the deferred lease income adjustment.       32




---



##### Table of Contents



Year Ended December 31,2010


2009


2008(In thousands)EBITDA from continuing operations

$
17,002


$
18,744


$
25,432Income tax benefit (expense)  continuing operations


4,736



4,036



1,251Interest expense  continuing operations


(9,073
)


(8,503
)


(9,247
)Depreciation and amortization  continuing operations


(20,885
)


(20,873
)


(19,241
)Net income (loss) attributable to Red Lion HotelsCorporation from continuing operations


(8,220
)


(6,596
)


(1,805
)Income (loss) from discontinued operations


(389
)


(67
)


168Net income (loss) attributable to Red Lion Hotels
    Corporation

$
(8,609
)

$
(6,663
)

$
(1,637
)EBITDA

$
16,444


$
18,724


$
25,762Income tax benefit (expense)


4,937



4,070



1,164Interest expense


(9,073
)


(8,503
)


(9,247
)Depreciation and amortization


(20,917
)


(20,954
)


(19,316
)Net income (loss) attributable to Red Lion Hotels
    Corporation

$
(8,609
)

$
(6,663
)

$
(1,637
)   Revenue
    Revenues
    From Continuing Operations
  2010 vs. 2009


2009 vs. 20082010


2009


2008


$ Change


% Change


$ Change


% ChangeHotels:Room revenue

$
107,489


$
101,975


$
115,564


$
5,514



5.4
%

$
(13,589
)


(11.8
)%Food and beverage revenue


36,246



41,484



48,506



(5,238
)


(12.6
)%


(7,022
)


(14.5
)%Other hotels revenue


4,833



4,313



4,540



520



12.1
%


(227
)


(5.0
)%Total hotels segment revenue


148,568



147,772



168,610



796



0.5
%


(20,838
)


(12.4
)%Franchise revenue


3,209



3,616



4,442



(407
)


(11.3
)%


(826
)


(18.6
)%Entertainment revenue


9,236



11,690



12,016



(2,454
)


(21.0
)%


(326
)


(2.7
)%Other revenue


2,481



2,641



3,140



(160
)


(6.1
)%


(499
)


(15.9
)%Total revenue

$
163,494


$
165,719


$
188,208


$
(2,225
)


(1.3
)%

$
(22,489
)


(11.9
)%   2010
    Compared to 2009
   33




---



##### Table of Contents



2009
    Compared to 2008
  year-over-year.
    Operating
    Expenses
   34




---



##### Table of Contents



Year Ended December 31,2010


2009


2008(In thousands, except for percentages)Operating Expenses From Continuing OperationsHotels

$
116,574


$
113,256


$
129,372Franchise


3,118



2,255



2,710Entertainment


7,769



9,466



11,234Other


1,598



2,075



2,100Depreciation and amortization


20,885



20,873



19,241Hotel facility and land lease


5,840



6,707



6,738Impairment charge


5,733



8,509



Gain on asset dispositions, net


(25
)


(249
)


(164
)Separation costs


1,219







3,654Undistributed corporate expenses


5,085



5,200



5,989Restructuring expenses






136



2,067Total operating expenses

$
167,796


$
168,228


$
182,941Hotels revenue  owned(1)

$
107,031


$
107,473


$
120,502Direct margin(2)

$
24,192


$
27,717


$
30,957Direct margin %


22.6
%


25.8
%


25.7
%Hotels revenue  leased

$
41,537


$
40,299


$
48,108Direct margin(2)

$
7,802


$
6,799


$
8,281Direct margin %


18.8
%


16.9
%


17.2
%Franchise revenue

$
3,209


$
3,616


$
4,442Direct margin(2)

$
91


$
1,361


$
1,732Direct margin %


2.8
%


37.6
%


39.0
%Entertainment revenue

$
9,236


$
11,690


$
12,016Direct margin(2)

$
1,467


$
2,224


$
782Direct margin %


15.9
%


19.0
%


6.5
%Other revenue

$
2,481


$
2,641


$
3,140Direct margin(2)

$
883


$
566


$
1,040Direct margin %


35.6
%


21.4
%


33.1
%     (1)
    
    Continuing operations only(2)
    
    Revenues less direct operating expenses. 35




---



##### Table of Contents



2010
    Compared to 2009
    Year Ended December 31, 2010


Year Ended December 31, 2009Amounts








Amountsbefore


Impact of





before


Impact ofCPF


CPF


As reported


CPF


CPF


As reportedRevenue:Hotels

$
148,568


$



$
148,568


$
147,772


$



$
147,772Franchise


1,317



1,892



3,209



1,678



1,938



3,616Entertainment


9,236







9,236



11,690







11,690Other


2,481







2,481



2,641







2,641Total revenues


161,602



1,892



163,494



163,781



1,938



165,719Operating expenses:Hotels


115,946



628



116,574



113,677



(421
)


113,256Franchise


1,055



2,063



3,118



429



1,826



2,255Entertainment


7,769







7,769



9,466







9,466Other


1,598







1,598



2,075







2,075Depreciation and amortization


20,885







20,885



20,873







20,873Hotel facility and land lease


5,840







5,840



6,707







6,707Impairment charge


5,733







5,733



8,509







8,509Gain on asset dispositions, net


(25
)






(25
)


(249
)






(249
)Undistributed corporate expenses


6,304







6,304



5,200







5,200Restructuring expenses














136







136Total expenses


165,105



2,691



167,796



166,823



1,405



168,228Operating income (loss)


(3,503
)


(799
)


(4,302
)


(3,042
)


533



(2,509
)Other income (expense):Interest expense


(9,073
)






(9,073
)


(8,503
)






(8,503
)Other income, net


847



(438
)


409



936



(557
)


379Income (loss) before income taxes


(11,729
)


(1,237
)


(12,966
)


(10,609
)


(24
)


(10,633
)Income tax expense (benefit)


(4,291
)


(445
)


(4,736
)


(4,028
)


(8
)


(4,036
)Net income (loss) from continuing operations

$
(7,438
)

$
(792
)

$
(8,230
)

$
(6,581
)

$
(16
)

$
(6,597
)Net income (loss) per share from continuing operations

$
(0.40
)

$
(0.05
)

$
(0.45
)

$
(0.37
)

$
(0.00
)

$
(0.37
)Weighted-average shares outstanding  diluted


18,485



18,485



18,485



18,106



18,106



18,106    36




---



##### Table of Contents



37




---



##### Table of Contents



2009
    Compared to 2008
    Year Ended December 31, 2009


Year Ended December 31, 2008Amounts








Amountsbefore


Impact of





before


Impact ofCPF


CPF


As reported


CPF


CPF


As reportedRevenue:Hotels

$
147,772


$



$
147,772


$
168,610


$



$
168,610Franchise


1,678



1,938



3,616



1,862



2,580



4,442Entertainment


11,690







11,690



12,016







12,016Other


2,641







2,641



3,140







3,140Total revenues


163,781



1,938



165,719



185,628



2,580



188,208Operating expenses:Hotels


113,677



(421
)


113,256



129,870



(498
)


129,372Franchise


429



1,826



2,255



355



2,355



2,710Entertainment


9,466







9,466



11,234







11,234Other


2,075







2,075



2,100







2,100Depreciation and amortization


20,873







20,873



19,241







19,241Hotel facility and land lease


6,707







6,707



6,738







6,738Impairment charge


8,509







8,509











Gain on asset dispositions, net


(249
)






(249
)


(164
)






(164
)Undistributed corporate expenses


5,200







5,200



9,643







9,643Restructuring expenses


136







136



2,067







2,067Total expenses


166,823



1,405



168,228



181,084



1,857



182,941Operating income (loss)


(3,042
)


533



(2,509
)


4,544



723



5,267Other income (expense):Interest expense


(8,503
)






(8,503
)


(9,247
)






(9,247
)Other income, net


936



(557
)


379



1,530



(618
)


912Income (loss) before income taxes


(10,609
)


(24
)


(10,633
)


(3,173
)


105



(3,068
)Income tax (benefit) expense


(4,028
)


(8
)


(4,036
)


(1,289
)


38



(1,251
)Net income (loss) from continuing operations

$
(6,581
)

$
(16
)

$
(6,597
)

$
(1,884
)

$
67


$
(1,817
)Net income (loss) per share from continuing operations

$
(0.37
)

$
(0.00
)

$
(0.37
)

$
(0.10
)

$
0.00


$
(0.10
)Weighted-average shares outstanding


18,106



18,106



18,106



18,234



18,234



18,234    38




---



##### Table of Contents



year-over-year
          Interest
    Expense
      Other
    Income
    Income
    Taxes
   39




---



##### Table of Contents



Discontinued
    Operations
    Liquidity
    and Capital Resources
             40




---



##### Table of Contents



December 31,2010


2009Consolidated balance sheet data (in thousands):Cash and cash equivalents

$
4,012


$
3,881Working capital(1)

$
(48,347
)

$
(1,161
)Assets of discontinued operations

$



$
242Property and equipment, net

$
272,030


$
285,601Total assets

$
331,482


$
350,636Assets of discontinued operations

$



$
29Total debt

$
95,152


$
106,322Debentures due Red Lion Hotels Capital Trust

$
30,825


$
30,825Total liabilities

$
160,717


$
175,614Total stockholders equity

$
170,765


$
175,022     (1)
    
    Represents current assets less current liabilities, excluding
    discontinued operations    Operating
    Activities
    Investing
    Activities
   41




---



##### Table of Contents



Financing
    Activities
           42




---



##### Table of Contents



Contractual
    Obligations
    Less than








AfterTotal


1 year


1-3 years


4-5 years


5 yearsLong-term debt and credit facility(1)

$
105,078


$
48,372


$
56,706


$



$
Operating and capital leases(2)


72,547



9,671



17,891



16,059



28,926Service agreements


1,689



655



1,034







Debentures due Red Lion
    Hotels Capital Trust(1)


127,949



2,928



5,857



5,857



113,307Total contractual obligations(3)

$
307,263


$
61,626


$
81,488


$
21,916


$
142,233     (1)
    
    Including estimated interest payments and commitment fees over
    the life of the debt agreement.(2)
    
    Operating lease amounts are net of estimated sublease income of
    $10.5 million annually.(3)
    
    With regard to purchase obligations, we are not party to any
    material agreements to purchase goods or services that are
    enforceable or legally binding as to fixed or minimum quantities
    to be purchased or stated price terms.  sub-lease hotel-by-hotel
    100-year
 43




---



##### Table of Contents



Off-balance
    Sheet Arrangements
    Other
    Matters
  Franchise
    and Management Contracts
    Seasonality
    Inflation
    Critical
    Accounting Policies and Estimates
   44




---



##### Table of Contents



Revenue
    Recognition and Receivables
    
    Hotels  Room rental and food and beverage
    sales from owned and leased hotels. Revenues are recognized when
    our services have been performed, generally at the time of the
    hotel stay or guests visit to the restaurant. This
    treatment is consistent with others within our industry. Our
    revenues are significantly impacted by global, national and
    regional economic conditions affecting the travel and
    hospitality industry, as well as the relative market share of
    our hotels compared with our competitors.
    Franchise  Fees received in connection with
    the franchise of our brand names. Franchise revenues are
    recognized as earned in accordance with the contractual terms of
    the franchise agreements.
    Entertainment  Computerized event ticketing
    services and promotion of Broadway style shows and other special
    events. Where we act as an agent and receive a net fee or
    commission, it is recognized as revenue in the period the
    services are performed. When we are the promoter of an event and
    are at-risk for the production, revenues and expenses are
    recorded in the period of the event performance.
    Other  Primarily from rental income received
    from our direct ownership interest in a retail mall in
    Kalispell, Montana that is attached to our Red Lion hotel.    Long-lived
    Assets
         45




---



##### Table of Contents



Intangible
    Assets
      New and
    Future Accounting Pronouncements
  Variable Interest Entities No. 2009-17, Improvements to Financial Reporting by Enterprises Involved
    with Variable Interest Entities
     46




---



##### Table of Contents



Fair Value Measurements  No. 2010-06, Fair Value Measurements and Disclosures: Improving
    Disclosures about Fair Value Measurements.
  Intangibles  Goodwill and Other No. 2010-28, Intangibles-Goodwill and Other: When to Perform Step 2 of the
    Goodwill Impairment Test for Reporting Units with Zero or
    Negative Carrying Amounts 2010-28 2010-28
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  30-day
     47




---



##### Table of Contents



2011

2012

2013

2014

2015

Thereafter

Total

Fair ValueTotal debt

$
43,275


$
1,974


$
49,903


$



$



$



$
95,152


$
95,400Average interest rate


























6.8
%Debentures due Red LionHotels Capital Trust

$



$



$



$



$



$
30,825


$
30,825


$
31,279Interest rate


























9.5
%   Item 8.
    Financial
    Statements and Supplementary Data      Year Ended December 31,First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Total2010 (unaudited)Room revenue

$
21,282


$
27,918


$
35,734


$
22,555


$
107,489Food and beverage revenue


8,398



9,469



9,048



9,331



36,246Other hotel revenue


942



1,244



1,439



1,208



4,833Total hotels segment revenue


30,622



38,631



46,221



33,094



148,568Franchise revenue


558



889



999



763



3,209Entertainment revenue


2,478



2,340



2,048



2,370



9,236Other revenue


645



594



575



667



2,481Total revenues

$
34,303


$
42,454


$
49,843


$
36,894


$
163,494Operating income (loss) from continuing operations

$
(4,607
)

$
2,376


$
6,903


$
(8,974
)

$
(4,302
)Impairment charge(1)














5,733



5,733Franchise, sublease termination














(1,452
)


(1,452
)Separation costs(2)


1,219















1,219Income (loss) from continuing operations before income tax


(6,805
)


72



4,886



(11,119
)


(12,966
)Net income (loss) from continuing operations


(4,225
)


65



3,157



(7,227
)


(8,230
)Net income (loss) from discontinued operations


(154
)


(129
)


(106
)






(389
)Net income (loss) attributable to Red Lion Hotels Corporation


(4,368
)


(65
)


3,044



(7,220
)


(8,609
)Earnings (loss) per share  basic and diluted

$
(0.24
)

$



$
0.16


$
(0.39
)

$
(0.47
)2009 (unaudited)Room revenue

$
20,287


$
28,447


$
32,988


$
20,253


$
101,975Food and beverage revenue


9,538



11,046



10,453



10,447



41,484Other hotel revenue


824



1,031



1,315



1,143



4,313Total hotels segment revenue


30,649



40,524



44,756



31,843



147,772Franchise revenue


537



1,262



1,046



771



3,616Entertainment revenue


2,523



2,584



3,861



2,722



11,690Other revenue


733



661



592



655



2,641Total revenues

$
34,442


$
45,031


$
50,255


$
35,991


$
165,719 48




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##### Table of Contents



Year Ended December 31,First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


TotalOperating income (loss) from continuing operations

$
(3,204
)

$
4,292


$
7,334


$
(10,931
)

$
(2,509
)Impairment charge(1)














8,509



8,509Restructuring expenses(3)














136



136Income (loss) from continuing operations before income tax


(5,010
)


2,133



5,115



(12,871
)


(10,633
)Net income (loss) from continuing operations


(3,176
)


1,433



3,392



(8,246
)


(6,597
)Net income (loss) from discontinued operations


(109
)


44



248



(250
)


(67
)Net income (loss) attributable to Red Lion Hotels Corporation


(3,281
)


1,472



3,635



(8,489
)


(6,663
)Earnings (loss) per share  basic and diluted

$
(0.18
)

$
0.08


$
0.20


$
(0.47
)

$
(0.37
)     (1)
    
    During the fourth quarter of 2010, we recorded a
    $5.7 million impairment charge related to the termination
    of a sublease and franchise agreement at our Red Lion Hotel
    Sacramento. During the fourth quarter of 2009, we recorded an
    $8.7 million non-cash impairment charge primarily related
    to our Red Lion Hotel Denver Southeast property we acquired in
    May 2008, and on a second property.(2)
    
    During the first quarter of 2010, we recorded $1.2 million
    in separation payments pertaining to the termination of our
    former President and Chief Executive Officer in January 2010.(3)
    
    During the fourth quarter of 2009, we recorded $0.1 million
    in restructuring expenses as the company implemented a reduction
    in force and other cost saving initiatives. 49




---



##### Table of Contents



Financial
    Statements
  The 2010
    Consolidated Financial Statements of Red Lion Hotels Corporation
    are
 presented
    on pages 51 to 85 of this annual report.
 50




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
          ,
  No. 2009-17,
  Internal Control  Integrated
    Framework
       51




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  CONSOLIDATED
    BALANCE SHEETS
 December 31,
    2010 and 2009
  December 31, 2010


December 31, 2009(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
4,012


$
3,881Restricted cash


4,120



3,801Accounts receivable, net


5,985



6,993Inventories


1,328



1,341Prepaid expenses and other


1,937



3,199Assets of discontinued operations






61Total current assets


17,382



19,276Property and equipment, net


272,030



285,601Goodwill


28,042



28,042Intangible assets, net


7,984



10,199Other assets, net


6,044



7,337Noncurrent assets of discontinued operations






181Total assets

$
331,482


$
350,636LIABILITIESCurrent liabilities:Accounts payable

$
7,146


$
6,079Accrued payroll and related benefits


4,367



2,402Accrued interest payable


276



318Advance deposits


487



496Other accrued expenses


10,178



7,910Revolving credit facility


18,000



Long-term debt, due within one year


25,275



3,171Liabilities of discontinued operations






29Total current liabilities


65,729



20,405Revolving credit facility






26,000Long-term debt, due after one year


51,877



77,151Deferred income


4,859



8,638Deferred income taxes


7,427



12,595Debentures due Red Lion Hotels Capital Trust


30,825



30,825Total liabilities


160,717



175,614Commitments and contingenciesSTOCKHOLDERS EQUITYRed Lion Hotels Corporation stockholders equityPreferred stock  5,000,000 shares authorized;
    $0.01 par value; no shares issued or outstanding






Common stock  50,000,000 shares authorized;
    $0.01 par value; 18,869,254 and 18,180,104 shares
    issued and outstanding


189



182Additional paid-in capital, common stock


146,834



142,479Retained earnings


23,737



32,346Total Red Lion Hotels Corporation stockholders equity


170,760



175,007Noncontrolling interest


5



15Total equity


170,765



175,022Total liabilities and stockholders equity

$
331,482


$
350,636    52




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##### Table of Contents



RED LION
    HOTELS CORPORATION
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
 For
    the Years Ended December 31, 2010, 2009 and
    2008
  2010


2009


2008(In thousands, except per share data)Revenue:Hotels

$
148,568


$
147,772


$
168,610Franchise


3,209



3,616



4,442Entertainment


9,236



11,690



12,016Other


2,481



2,641



3,140Total revenues


163,494



165,719



188,208Operating expenses:Hotels


116,574



113,256



129,372Franchise


3,118



2,255



2,710Entertainment


7,769



9,466



11,234Other


1,598



2,075



2,100Depreciation and amortization


20,885



20,873



19,241Hotel facility and land lease


5,840



6,707



6,738Impairment loss


5,733



8,509



Gain on asset dispositions, net


(25
)


(249
)


(164
)Undistributed corporate expenses


6,304



5,200



9,643Restructuring expenses






136



2,067Total expenses


167,796



168,228



182,941Operating income (loss)


(4,302
)


(2,509
)


5,267Other income (expense):Interest expense


(9,073
)


(8,503
)


(9,247
)Other income, net


409



379



912Income (loss) from continuing operations before income
    taxes


(12,966
)


(10,633
)


(3,068
)Income tax (benefit) expense


(4,736
)


(4,036
)


(1,251
)Net income (loss) from continuing operations


(8,230
)


(6,597
)


(1,817
)Discontinued operations:Income (loss) from operations of discontinued business units,net of income tax (benefit) expense of $(181), $26, and $87
    respectively


(351
)


50



168Income (loss) on disposal of discontinued business units,net of income tax (benefit) expense of $(20), $(60), and $0
    respectively


(38
)


(117
)


Income (loss) from discontinued operations


(389
)


(67
)


168Net income (loss)


(8,619
)


(6,664
)


(1,649
)Net income (loss) attributable to noncontrolling interest


10



1



12Net income (loss) attributable to Red Lion Hotels
    Corporation

$
(8,609
)

$
(6,663
)

$
(1,637
)Earnings (loss) per share attributable to Red Lion Hotels
    CorporationBasic and dilutedNet income (loss) from continuing operations

$
(0.45
)

$
(0.37
)

$
(0.10
)Income (loss) from discontinued operations


(0.02
)






0.01Net income (loss) attributable to Red Lion Hotels Corporation

$
(0.47
)

$
(0.37
)

$
(0.09
)Weighted average shares  basic


18,485



18,106



18,234Weighted average shares  diluted


18,485



18,106



18,234    53




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##### Table of Contents



RED LION
    HOTELS CORPORATION
  CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 For
    the Years Ended December 31, 2010, 2009 and
    2008
  Red Lion Hotels Corporation Stockholders Equity


EquityCommon Stock





Attributable toAdditional


Retained


Noncontrolling


TotalShares


Amount


Paid-In Capital


Earnings


Interest


Equity(In thousands, except share data)Balances, January 1, 2008


18,312,756


$
183


$
140,553


$
40,646


$
31


$
181,413Net income (loss)














(1,637
)


(12
)


(1,649
)Stock redeemed under repurchase plan


(396,000
)


(4
)


(1,824
)










(1,828
)Stock issued under employee stock purchase plan


22,265







164











164Stock based compensation


38,184



1



2,513











2,514Tax expense related to expiration of stock options










(269
)










(269
)Balances, December 31, 2008


17,977,205



180



141,137



39,009



19



180,345Net income (loss)














(6,663
)


(4
)


(6,667
)Stock issued under employee stock purchase plan


54,871







119











119Stock based compensation


148,028



2



1,223











1,225Balances, December 31, 2009


18,180,104



182



142,479



32,346



15



175,022Net income (loss)














(8,609
)


(10
)


(8,619
)Stock issued under employee stock purchase plan


32,162







130











130Stock issued under option plan


429,528



4



2,482











2,486Stock based compensation


227,460



3



1,743











1,746Balances, December 31, 2010


18,869,254


$
189


$
146,834


$
23,737


$
5


$
170,765    54




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For
    the Years Ended December 31, 2010, 2009 and
    2008
  2010


2009


2008(In thousands)Operating activities:Net income (loss)

$
(8,619
)

$
(6,664
)

$
(1,649
)Adjustments to reconcile net income (loss) to net cash providedby operating activities:Depreciation and amortization


20,919



20,954



19,316Gain on disposition of property, equipment and other assets, net


(26
)


(243
)


(156
)Restructuring expenses (non-cash)










1,144Impairment charge


5,792



8,686



Termination of sublease agreement, net


(2,109
)






Deferred income tax (benefit) provision


(5,168
)


(3,184
)


(1,159
)Equity in investments


48



(9
)


(133
)Imputed interest expense










111Stock based compensation expense


1,594



1,238



2,245Provision for doubtful accounts


378



212



166Change in current assets and liabilities:Restricted cash


(319
)


89



549Accounts receivable


209



2,505



(932
)Inventories


22



160



(7
)Prepaid expenses and other


1,308



(432
)


809Accounts payable


1,067



(5,388
)


7,106Accrued payroll and related benefits


2,203



(2,798
)


(1,515
)Accrued interest payable


(42
)


4



(42
)Deferred income






900



Other accrued expenses and advance deposits


2,230



(338
)


(3,050
)Net cash provided by operating activities


19,487



15,692



22,803Investing activities:Purchases of property and equipment


(10,615
)


(16,425
)


(56,377
)Liquor license purchase






(500
)


Non-current restricted cash for sublease tenant improvements, net










2,151Proceeds from disposition of property and equipment


44



16



41Advances to Red Lion Hotels Capital Trust


(27
)


(27
)


(27
)Other, net


170



(34
)


458Net cash used in investing activities


(10,428
)


(16,970
)


(53,754
)    55




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
    CONSOLIDATED STATEMENTS OF CASH
    FLOWS  (Continued)For the Years Ended December 31, 2010,
    2009 and 2008
  2010


2009


2008(In thousands)Financing activities:Borrowings on revolving credit facility


15,500



11,000



38,000Repayment of revolving credit facility


(23,500
)


(21,000
)


(2,000
)Repayment of long-term debt


(3,170
)


(3,009
)


(14,000
)Borrowings on long-term debt










14,000Common stock redeemed


(86
)


(13
)


(1,828
)Proceeds from issuance of common stock under employee stock
    purchase plan


130



119



164Proceeds from stock option exercises


2,486







Distributions to noncontrolling interest






(3
)


Additions to deferred financing costs


(292
)


(153
)


(207
)Net cash (used in) provided by financing activities


(8,932
)


(13,059
)


34,129Net change in cash from operating activities of discontinued
    operations


4



2



12Change in cash and cash equivalents:Net increase (decrease) in cash and cash equivalents


131



(14,335
)


3,190Cash and cash equivalents at beginning of period


3,881



18,216



15,026Cash and cash equivalents at end of period

$
4,012


$
3,881


$
18,216Supplemental disclosure of cash flow information:Cash paid during periods for:Interest on long-term debt

$
9,115


$
8,955


$
9,777Income taxes

$



$



$
102Cash received during periods for:Income taxes

$
672


$
296


$
978Noncash operating, investing and financing activities:Conversion of accounts receivable to note receivable

$
377


$
771


$
Tax effect on conversion of equity

$



$



$
(269
)Bonuses to employees paid in stock

$
237


$
126


$
    56




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization            2.
    Summary
    of Significant Accounting Policies  Principles
    of Consolidation
    Cash
    and Cash Equivalents
   57




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Restricted
    Cash
    Allowance
    for Doubtful Accounts
      Year Ended December 31,2010


2009


2008(In thousands)Allowance for doubtful accounts, continuing operationsBalance, beginning of year

$
592


$
525


$
384Additions to allowance


381



224



424Write-offs, net of recoveries


(430
)


(157
)


(283
)Balance, end of year

$
543


$
592


$
525   Inventories
  first-in,
  Property
    and Equipment
      Buildings

25 to 39 yearsEquipment

2 to 15 yearsFurniture and fixtures

5 to 15 yearsLandscaping and improvements

15 years   Valuation
    of Long-Lived Assets
   58




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          QuotedPrices inActive

SignificantMarkets for

Other

SignificantIdentical

Observable

UnobservableDecember 31,

Assets

Inputs

Inputs

TotalDescription

2010

(Level 1)

(Level 2)

(Level 3)

LossLong-lived assets held and used

$
429










$
429


$
(3,695
)   QuotedPrices inActive

SignificantMarkets for

Other

SignificantIdentical

Observable

UnobservableDecember 31,

Assets

Inputs

Inputs

TotalDescription

2009

(Level 1)

(Level 2)

(Level 3)

LossLong-lived assets held and used

$
19,700










$
19,700


$
(8,686
)   Goodwill
    and Other Intangible Assets
      Other
    Assets
   59




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Deferred
    Income
      Income
    Taxes
        Revenue
    Recognition and Receivables
    
    Hotels  Room rental and food and beverage
    sales from owned and leased hotels. Revenues are recognized when
    services have been performed, generally at the time of the hotel
    stay or guests visit to the restaurant.
    Franchise  Fees received in connection with
    the franchise of the Red Lion brand name as well as termination
    fees. Franchise revenues are recognized as earned in accordance
    with the contractual terms of the franchise agreements, while
    termination fees are recorded as revenues as if the agreements
    were terminated at that date when the provisions of the
    franchise agreements provide for receipt of incentive fees upon
    termination. 60




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Entertainment  Computerized event ticketing
    services and promotion of Broadway-style shows and other special
    events. Where the Company acts as an agent and receives a net
    fee or commission, it is recognized as revenue in the period the
    services are performed. When the Company is the promoter of an
    event and is at-risk for the production, revenues and expenses
    are recorded in the period of the event performance.
    Other  Primarily from rental income received
    from the Companys direct ownership interest in a retail
    mall in Kalispell, Montana that is attached to a hotel property.  Restructuring
    Expenses
    Advertising
    and Promotion
    Central
    Program Fund
      Basic
    and Diluted Earnings (Loss) Per Share
   61




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Use of
    Estimates
    New
    and Future Accounting Pronouncements
  Variable Interest Entities No. 2009-17, Improvements to Financial Reporting by Enterprises Involved
    with Variable Interest Entities
    Fair Value Measurements No. 2010-06, Fair Value Measurements and Disclosures: Improving
    Disclosures about Fair Value Measurements.
  Intangibles  Goodwill and Other No. 2010-28, Intangibles-Goodwill and Other: When to Perform Step 2 of the
    Goodwill Impairment Test for Reporting Units with Zero or
    Negative Carrying Amounts 2010-28 2010-28
 62




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3.
    Liquidity,
    Financial Condition and Risks of Refinancing Debt         63




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Business
    Segments    Year Ended December 31,2010


2009


2008Revenues:Hotels

$
148,568


$
147,772


$
168,610Franchise


3,209



3,616



4,442Entertainment


9,236



11,690



12,016Other


2,481



2,641



3,140$
163,494


$
165,719


$
188,208Operating income (loss):Hotels

$
6,891


$
1,627


$
16,900Franchise


(4,895
)


1,006



1,175Entertainment


1,115



1,802



314Other


(7,413
)


(6,944
)


(13,122
)$
(4,302
)

$
(2,509
)

$
5,267Capital expenditures:Hotels(1)

$
9,427


$
14,658


$
51,729Franchise


481



986



3,088Entertainment


188



44



218Other


513



731



1,162$
10,609


$
16,419


$
56,197Depreciation and amortization:Hotels

$
17,791


$
17,660


$
15,548Franchise


749



620



781Entertainment


352



421



469Other


1,993



2,172



2,443$
20,885


$
20,873


$
19,241   December 31,2010


2009Identifiable assets:Hotels

$
292,436


$
300,880Franchise


9,811



16,852Entertainment


5,115



5,143Other


24,120



27,519$
331,482


$
350,394     (1)
    
    Includes a hotel asset acquisition in the second quarter of 2008
    of $25.3 million. 64




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##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Change in
    Accounting Principle  Variable Interest Entities No. 2009-17, Improvements to Financial Reporting by Enterprises Involved
    with Variable Interest Entities
     65




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income
    Statement
  Year Ended December 31, 2009


Year Ended December 31, 2008Amounts








Amountsbefore


Impact of





before


Impact ofCPF


CPF


As reported


CPF


CPF


As reportedRevenue:Hotels

$
147,772


$



$
147,772


$
168,610


$



$
168,610Franchise


1,678



1,938



3,616



1,862



2,580



4,442Entertainment


11,690







11,690



12,016







12,016Other


2,641







2,641



3,140







3,140Total revenues


163,781



1,938



165,719



185,628



2,580



188,208Operating expenses:Hotels


113,677



(421
)


113,256



129,870



(498
)


129,372Franchise


429



1,826



2,255



355



2,355



2,710Entertainment


9,466







9,466



11,234







11,234Other


2,075







2,075



2,100







2,100Depreciation and amortization


20,873







20,873



19,241







19,241Hotel facility and land lease


6,707







6,707



6,738







6,738Impairment charge


8,509







8,509











Gain on asset dispositions, net


(249
)






(249
)


(164
)






(164
)Undistributed corporate expenses


5,200







5,200



9,643







9,643Restructuring expenses


136







136



2,067







2,067Total expenses


166,823



1,405



168,228



181,084



1,857



182,941Operating income (loss)


(3,042
)


533



(2,509
)


4,544



723



5,267Other income (expense):Interest expense


(8,503
)






(8,503
)


(9,247
)






(9,247
)Other income, net


936



(557
)


379



1,530



(618
)


912Income (loss) before income taxes


(10,609
)


(24
)


(10,633
)


(3,172
)


105



(3,068
)Income tax (benefit) expense


(4,028
)


(8
)


(4,036
)


(1,289
)


38



(1,251
)Net income (loss) from continuing operations

$
(6,581
)

$
(16
)

$
(6,597
)

$
(1,884
)

$
67


$
(1,817
)Net income (loss) per share from continuing operations

$
(0.37
)

$
(0.00
)

$
(0.37
)

$
(0.10
)

$
0.00


$
(0.10
)Weighted-average shares outstanding


18,106



18,106



18,106



18,234



18,234



18,234  66




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Balance
    Sheet
  December 31, 2009Amountsbefore


Impact ofCPF


CPF


As reportedASSETSCurrent assets:Cash and cash equivalents

$
3,881


$



$
3,881Restricted cash


3,801







3,801Accounts receivable, net


8,098



(1,105
)


6,993Inventories


1,272



69



1,341Prepaid expenses and other


3,089



110



3,199Assets of discontinued operations


61







61Total current assets


20,202



(926
)


19,276Property and equipment, net


285,601







285,601Goodwill


28,042







28,042Intangible assets, net


10,199







10,199Other assets, net


7,337







7,337Noncurrent assets of discontinued operations


181







181Total assets$
351,562


$
(926
)

$
350,636LIABILITIESCurrent liabilities:Accounts payable

$
5,715


$
364


$
6,079Accrued payroll and related benefits


2,313



89



2,402Accrued interest payable


318







318Advance deposits


496







496Other accrued expenses


7,634



276



7,910Revolving credit facility










Long-term debt, due within one year


3,171







3,171Liabilities of discontinued operations


29







29Total current liabilities


19,676



729



20,405Revolving credit facility


26,000







26,000Long-term debt, due after one year


77,151







77,151Deferred income


8,638







8,638Deferred income taxes


12,603



(8
)


12,595Debentures due Red Lion Hotels Capital Trust


30,825







30,825Total liabilities


174,893



721



175,614Commitments and contingenciesSTOCKHOLDERS EQUITYRed Lion Hotels Corporation stockholders equityPreferred stock  5,000,000 shares authorized;
    $0.01 par value; no shares issued or outstanding










Common stock  50,000,000 shares authorized;
    $0.01 par value; 18,869,254 and 18,180,104 shares
    issued and outstanding


182







182Additional paid-in capital, common stock


142,479







142,479Retained earnings


33,993



(1,647
)


32,346Total Red Lion Hotels Corporation stockholders equity


176,654



(1,647
)


175,007Noncontrolling interest


15







15Total equity


176,669



(1,647
)


175,022Total liabilities and stockholders equity

$
351,562


$
(926
)

$
350,636  67




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Statement
    of Cash Flows
  Year Ended December 31, 2009


Year Ended December 31, 2008Amounts








Amountsbefore


Impact of





before


Impact ofCPF


CPF


As reported


CPF


CPF


As reportedOperating Activities:Net income (loss)

$
(6,648
)

$
(16
)

$
(6,664
)

$
(1,716
)

$
67


$
(1,649
)Deferred income tax provision (benefit)


(3,176
)


(8
)


(3,184
)


(1,197
)


38



(1,159
)Change in current assets and liabilities:Accounts receivable


2,306



199



2,505



(947
)


15



(932
)Inventories


93



67



160



82



(89
)


(7
)Prepaid expenses and other


(560
)


128



(432
)


786



23



809Accounts payable


(5,274
)


(114
)


(5,388
)


6,801



305



7,106Accrued payroll and related benefits


(2,610
)


(188
)


(2,798
)


(1,243
)


(272
)


(1,515
)Other accrued expenses and advance deposits


(270
)


(68
)


(338
)


(2,963
)


(87
)


(3,050
)Net cash provided by operating activities


15,692







15,692



22,803







22,803Net increase (decrease) in cash and cash equivalents


(14,335
)






(14,335
)


3,190







3,190Cash, January 1,


18,216







18,216



15,026







15,026Cash, December 31,

$
3,881


$



$
3,881


$
18,216


$



$
18,216   6.
    Recent
    Accounting Pronouncements  Fair Value Measurements No. 2010-06, Fair Value Measurements and Disclosures: Improving
    Disclosures about Fair Value Measurements.
  Intangibles  Goodwill and Other No. 2010-28, Intangibles-Goodwill and Other: When to Perform Step 2 of the
    Goodwill Impairment Test for Reporting Units with Zero or
    Negative Carrying Amounts. 2010-28 2010-28
 68




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Property
    and Equipment    December 31, 2010


December 31, 2009Buildings and equipment

$
301,766


$
295,704Furniture and fixtures


47,316



46,226Landscaping and land improvements


9,821



8,959358,903



350,889Less accumulated depreciation and amortization


(153,373
)


(134,063
)205,530



216,826Land


63,581



66,146Construction in progress


2,919



2,629$
272,030


$
285,601         8.
    Goodwill
    and Other Intangible Assets     69




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2010


December 31, 2009Accumulated








AccumulatedCost


Amortization


Net


Cost


Amortization


NetGoodwill

$
28,042



n/a


$
28,042


$
28,042



n/a


$
28,042Intangible assetsBrand name

$
6,878



n/a


$
6,878


$
6,878



n/a


$
6,878Lease contracts(1)


1,417



(425
)


992



4,332



(1,156
)


3,176Franchise and management contracts


313



(313
)






313



(282
)


31Trademarks


114



n/a



114



114



n/a



114Total intangible assets

$
8,722


$
(738
)

$
7,984


$
11,637


$
(1,438
)

$
10,199     (1)
    
    In December 2010, there was an event that caused the Company to
    review its lease contract intangible asset balance for potential
    impairment. A sublease agreement at the Companys Red Lion
    Hotel Sacramento was terminated, thus eliminating
    $1.4 million of annual sublease income. The Company has
    subsequently subleased this property to a new subtenant,
    however, for an amount of $0.4 million in initial minimum
    annual sublease payments. After analysis, the Company concluded
    that the full amount of the lease contract intangible asset was
    impaired and recorded a $2.0 million impairment charge.    Year EndingDecember 31,

Amount2011

$
472012


472013


472014


472015


47$
235     December 31,2010


2009Other





OtherGoodwill


Intangibles


Goodwill


IntangiblesHotels

$
19,530


$
5,631


$
19,530


$
7,815Franchise


5,351



2,347



5,351



2,378Entertainment


3,161



6



3,161



6Total

$
28,042


$
7,984


$
28,042


$
10,199    70




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        QuotedPrices inActive

SignificantMarkets for

Other

SignificantIdentical

Observable

UnobservableDecember 31,

Assets

Inputs

Inputs

TotalDescription

2010

(Level 1)

(Level 2)

(Level 3)

LossLease Contract Intangible Asset

$











$



$
(2,039
)   9.
    Other
    Investments     71




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010

2009Current assets

$
224


$
370Total assets

$
11,510


$
11,800Current liabilities

$
120


$
106Total liabilities

$
8,828


$
9,150Total equity

$
2,681


$
2,650Revenues

$
1,532


$
1,801Net income

$
149


$
88     10.
    Credit
    Facility       72




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Long-Term
    Debt    Last


LastOutstanding


Applicable


Applicable





Maturity/December 31,


Monthly


Interest





Balloon2010


2009


Installment


Rate


Type


Payment Due

SecurityNotes Payable(1)

$
12,425


$
13,125


$
93,269



3.25
%


Variable


September 2013


Real PropertyNotes Payable


11,822



12,144



108,797



8.08
%


Fixed


September 2011


Real PropertyNotes Payable


8,863



9,102



70,839



6.70
%


Fixed


July 2013


Real PropertyNotes Payable


7,830



8,042



62,586



6.70
%


Fixed


July 2013


Real PropertyNotes Payable


5,742



5,899



52,844



8.08
%


Fixed


September 2011


Real PropertyNotes Payable


5,163



5,302



41,265



6.70
%


Fixed


July 2013


Real PropertyNotes Payable


5,111



5,251



46,695



8.00
%


Fixed


October 2011


Real PropertyNotes Payable


4,388



4,507



35,076



6.70
%


Fixed


July 2013


Real PropertyNotes Payable


4,263



4,381



34,353



6.70
%


Fixed


July 2013


Real PropertyNotes Payable


3,528



3,623



28,198



6.70
%


Fixed


July 2013


Real PropertyNotes Payable


2,581



2,651



20,633



6.70
%


Fixed


July 2013


Real PropertyNotes Payable


2,581



2,651



20,633



6.70
%


Fixed


July 2013


Real PropertyNotes Payable


2,151



2,209



17,194



6.70
%


Fixed


July 2013


Real PropertyIndustrial revenue bonds payable

$
704


$
1,435


$
66,560



5.90
%


Fixed


October 2011


Real PropertyTotal long-term debt


77,152



80,322Due within one year


(25,275
)


(3,171
)Long-term debt due after one year

$
51,877


$
77,151     (1)
    
    Interest rate based on Prime rate    Year EndingDecember 31,

Amount2011


25,2752012


1,9742013


49,9032014


2015


$
77,152  73




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    12.
    Debentures
    of Red Lion Hotels Capital Trust      13.
    Commitments
    and Contingencies    14.
    Stockholders
    Equity     74




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Share
    Repurchases
      Stock
    Incentive Plans
            Stock
    Options
   75




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For The Year Ended2010

2009

2008Options granted


5,864







334,212Weighted-average grant date fair value of options granted

$
7.10






$
8.52Dividend yield


0
%






0
%Expected volatility


61
%






34
%Forfeiture rate


2
%






4
%Risk free interest rates


3.36
%






4.12
%Expected option lives


4 years







4 years     WeightedAverageNumber


Exerciseof Shares


PriceBalance, January 1, 2010


1,194,460


$
7.36Options granted


5,864


$
7.10Options exercised


(429,528
)

$
5.79Options forfeited


(292,749
)

$
9.23Balance, December 31, 2010


478,047


$
7.62Exercisable, December 31, 2010


395,244


$
7.34     WeightedAverage





Weighted








WeightedRange of




Remaining





Average


Aggregate





Average


AggregateExercise

Number


Contractual


Expiration


Exercise


Intrinsic


Number


Exercise


IntrinsicPrices

Outstanding


Life (Years)


Date


Price


Value(1)


Exercisable


Price


Value(1)(In thousands)








(In thousands)$5.10  $6.07


227,248



1.33



2011-2014


$
5.36


$
595,235



227,248


$
5.36


$
595,235$7.10  $7.80


27,864



5.56



2011-2020



7.39



16,520



22,000



7.46



11,360$8.74  $8.80


151,100



7.35



2011-2018



8.76







80,705



8.76



$10.88


5,974



5.56



2016



10.88







5,974



10.88



$12.21  $13.00


65,861



6.14



2016-2017



12.61







59,317



12.56



478,047



4.20



2011-2020


$
7.62


$
611,755



395,244


$
7.34


$
606,595     (1)
    
    The aggregate intrinsic value is before applicable income taxes
    and represents the amount option recipients would have received
    if all options had been available to be exercised on the last
    trading day of 2010, or December 31, 2010, based upon the
    Companys closing stock price of $7.98. 76




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Restricted
    Stock Units, Shares Issued as Compensation
      WeightedAverageNumber


Grant Dateof Shares


Fair ValueBalance, January 1, 2010


239,318


$
5.24Granted


165,439


$
7.14Vested


(125,367
)

$
5.36Forfeited


(58,574
)

$
6.02Balance, December 31, 2010


220,816


$
6.40         Employee
    Stock Purchase Plan
    Non-controlling
    Interest and Operating Partnership Units
   77




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  15.
    Earnings
    (Loss) Per Share    Year Ended December 31,2010


2009


2008Numerator  basic and diluted:Net income (loss) from continuing operations

$
(8,230
)

$
(6,597
)

$
(1,817
)Net (income) loss attributable to noncontrolling interest


10



1



12Net Income (loss) on discontinued operations


(389
)


(67
)


168Net income (loss) attributable to Red Lion Hotels Corporation

$
(8,609
)

$
(6,663
)

$
(1,637
)Denominator:Weighted average shares  basic


18,485



18,106



18,234Weighted average shares  diluted


18,485



18,106



18,234Earnings (loss) per share attributable to Red Lion Hotels
    Corporation:Basic and DilutedNet Income (loss) from continuing operations

$
(0.45
)

$
(0.37
)

$
(0.10
)Net (Income) loss attributable to noncontrolling interest

$



$



$
Net Income (loss) on discontinued operations

$
(0.02
)

$



$
0.01Net income (loss) attributable to Red Lion Hotels Corporation

$
(0.47
)

$
(0.37
)

$
(0.09
)      78




---



##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  16.
    Income
    Taxes    December 31,2010


2009


2008Current:Federal (benefit) expense

$
179


$
(886
)

$
(225
)State (benefit) expense


32







(49
)Deferred (benefit) expense


(5,148
)


(3,184
)


(890
)Income tax (benefit) expense attributable to Red Lion Hotels
    Corporation


(4,937
)


(4,070
)


(1,164
)Less: tax impact of discontinued operations


201



34



(87
)Income tax (benefit) expense from continuing operations

$
(4,736
)

$
(4,036
)

$
(1,251
)     December 31,2010


2009


2008Amount


%


Amount


%


Amount


%(Benefit) provision at federal statutory rate

$
(4,605
)


(34.0
)%

$
(3,649
)


(34.0
)%

$
(950
)


(33.8
)%State tax (benefit) expense


(200
)


(1.5
)%


(371
)


(3.4
)%


(49
)


(1.7
)%Effect of tax credits


(422
)


(3.1
)%


(343
)


(3.2
)%


(274
)


(9.7
)%Tax exempt interest






0.0
%






0.0
%


(39
)


(1.4
)%Other


290



2.2
%


293



2.7
%


148



5.3
%Income tax (benefit) expense attributable to Red Lion Hotels
    Corporation


(4,937
)


(36.4
)%


(4,070
)


(37.9
)%


(1,164
)


(41.3
)%Less: tax impact of discontinued operations


201



1.5
%


34



0.3
%


(87
)


(3.1
)%Income tax (benefit) expense from continuing operations

$
(4,736
)


(34.9
)%

$
(4,036
)


(37.6
)%

$
(1,251
)


(44.4
)%  79




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##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2010


2009Assets


Liabilities


Assets


LiabilitiesProperty and equipment

$



$
13,514


$



$
16,652Brand name






2,491







2,490Other intangible assets


124







221



Rental income






20







248Gain on sale leaseback


1,760







1,928



Tax credit carryforwards


3,311







2,689



Federal net operating losses


1,566







658



Impact of CPF consolidation


1,038







594



Other


799







705



Total

$
8,598


$
16,025


$
6,795


$
19,390       17.
    Operating
    Lease Income   80




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##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year EndedDecember 31,2011

$
2,3382012


1,7202013


4412014


3352015


261Thereafter


1,463Total

$
6,558   18.
    Operating
    Lease Commitments    Year EndedDecember 31,2011

$
9,4392012


9,3632013


8,3972014


8,0292015


8,029Thereafter


28,926Total

$
72,183   sub-lease hotel-by-hotel
   81




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##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    100-year 
    19.
    Change in
    Executive Officers    10-year
    20.
    Related-Party
    Transactions  and/or
 82




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##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    21.
    Fair
    Value of Financial Instruments    December 31,2010

2009Carrying

Fair

Carrying

FairAmount

Value

Amount

ValueFinancial assets:Cash and cash equivalents and restricted cash

$
8,132


$
8,132


$
7,682


$
7,682Accounts receivable

$
5,985


$
5,985


$
6,993


$
6,993Financial liabilities:Current liabilities, excluding debt

$
22,454


$
22,454


$
17,205


$
17,205Total debt

$
95,152


$
95,400


$
106,322


$
105,073Debentures

$
30,825


$
31,279


$
30,825


$
25,897     22.
    Discontinued
    Operations   83




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##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2010


2009


2008Revenues

$



$
1,607


$
1,942Operating expenses


(498
)


(1,450
)


(1,612
)Depreciation and amortization


(34
)


(81
)


(75
)Income tax benefit (expense)


181



(26
)


(87
)Net income (loss) from operations


(351
)


50



168Loss on disposal of discontinued business units


(58
)


(177
)


Income tax benefit


20



60



Net loss on disposal of discontinued business units


(38
)


(117
)


Net income (loss) from discontinued operations

$
(389
)

$
(67
)

$
168     December 31,


December 31,2010


2009ASSETSCash and cash equivalents

$



$
4Accounts receivable, net






2Inventory






9Prepaid expenses and other






46Total current assets of discontinued operations

$



$
61Property and equipment, net






181Total assets of discontinued operations

$



$
242LIABILITIESAccounts payable

$



$
1Accrued payroll and related benefits






2Other accrued expenses






26Current liabilities of discontinued operations

$



$
29   23.
    Subsequent
    Events   84




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##### Table of Contents



RED LION
    HOTELS CORPORATION
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           85




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosures    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
    Rules 13a-15(f) 15d-15(f),
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
          rules 13a-15(f))
 86




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
      Internal Control 
    Integrated Framework
                 87




---



##### Table of Contents



Item 9B.
    Other
    Information   PART III Item 10.
    Directors
    and Executive Officers and Corporate Governance  Regulation S-K,
  99201-2293.
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Form 10-K
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   88




---



##### 



PART
    IV  Item 15.
    Exhibits
    and Financial Statement Schedules       
 Pagea.


Consolidated Balance Sheets


52b.


Consolidated Statements of Operations


53c.


Consolidated Statements of Changes in
    Stockholders Equity


54d.


Consolidated Statements of Cash Flows


55e.


Notes to Consolidated Financial Statements


57    Index to financial statement schedules:
    Index to exhibits:
  ExhibitNumber

Description3
.1(1)

Amended and Restated Articles of Incorporation, as amended.3
.2(2)

Amended and Restated By-Laws4
.1(3)

Specimen Common Stock Certificate4
.2(4)

Certificate of Trust of Red Lion Hotels Capital Trust4
.3(4)

Declaration of Trust of Red Lion Hotels Capital Trust4
.4(5)

Amended and Restated Declaration of Trust of Red Lion Hotels
    Capital Trust4
.5(5)

Indenture for 9.5% Junior Subordinated Debentures Due February
    24, 20444
.6(5)

Form of Certificate for 9.5% Trust Preferred Securities
    (Liquidation Amount of $25 per Trust Preferred Security) of Red
    Lion Hotels Capital Trust (included in Exhibit 4.5 as Exhibit
    A-1)4
.7(5)

Form of 9.5% Junior Subordinated Debenture Due February 24, 2044
    (included in Exhibit 4.6 as Exhibit A)4
.8(5)

Trust Preferred Securities Guarantee Agreement dated February
    24, 20044
.9(5)

Trust Common Securities Guarantee Agreement dated February 24,
    2004Executive Compensation Plans and Agreements10
.1(6)

1998 Stock Incentive Plan10
.2(7)

Form of Restricted Stock Award Agreement for the 1998 Stock
    Incentive Plan10
.3(8)

Form of Notice of Grant of Stock Options and Option Agreement
    for the 1998 Stock Incentive Plan10
.4(9)

2006 Stock Incentive Plan10
.5(10)

Form of Restricted Stock Unit Agreement -- Notice of Grant for
    the 2006 Stock Incentive Plan10
.6(11)

Form of Notice of Grant of Stock Options and Option Agreement
    for the 2006 Stock Incentive Plan10
.7(12)

2008 Employee Stock Purchase Plan10
.8(13)

First Amendment to 2008 Employee Stock Purchase Plan10
.9(14)

Executive Officers Variable Pay Plan Effective January 1, 200510
.10

Summary Sheet for Director Compensation10
.11(15)

Executive Employment Agreement dated April 22, 2008 between the
    Registrant and Thomas L. McKeirnan10
.12(15)

Executive Employment Agreement dated April 22, 2008 between the
    Registrant and Anupam Narayan10
.13(15)

Executive Employment Agreement dated June 5, 2008 between the
    Registrant and John M. Taffin 89




---



##### Table of Contents



ExhibitNumber

Description10
.14(15)

Executive Employment Agreement dated June 5, 2008 between the
    Registrant and Anthony F. Dombrowik10
.15(15)

Executive Employment Agreement dated June 5, 2008 between the
    Registrant and George H. Schweitzer10
.16(16)

Letter Agreement dated January 29, 2010 between the Registrant
    and Anupam NarayanOther Material Contracts10
.17(17)

Amended and Restated Agreement of Limited Partnership of Red
    Lion Hotels Limited Partnership dated November 1, 199710
.18(4)

First Amendment dated January 1, 1998 to Amended and Restated
    Agreement of Limited Partnership of Red Lion Hotels Limited
    Partnership dated November 1, 199710
.19(4)

Second Amendment dated April 20, 1998 to Amended and Restated
    Agreement of Limited Partnership of Red Lion Hotels Limited
    Partnership dated November 1, 199710
.20(4)

Third Amendment dated April 28, 1998 to Amended and Restated
    Agreement of Limited Partnership of Red Lion Hotels Limited
    Partnership dated November 1, 199710
.21(4)

Fourth Amendment dated June 14, 1999 to Amended and Restated
    Agreement of Limited Partnership of Red Lion Hotels Limited
    Partnership dated November 1, 199710
.22(4)

Fifth Amendment dated January 1, 2000 to Amended and Restated
    Agreement of Limited Partnership of Red Lion Hotels Limited
    Partnership dated November 1, 199710
.23(4)

Sixth Amendment dated June 30, 2000 to Amended and Restated
    Agreement of Limited Partnership of Red Lion Hotels Limited
    Partnership dated November 1, 199710
.24(4)

Seventh Amendment dated January 1, 2001 to Amended and Restated
    Agreement of Limited Partnership of Red Lion Hotels Limited
    Partnership dated November 1, 199710
.25(18)

Eighth Amendment dated September 20, 2005 to Amended and
    Restated Agreement of Limited Partnership of Red Lion Hotels
    Limited Partnership dated November 1, 199710
.26(18)

Ninth Amendment dated February 2, 2006 to Amended and Restated
    Agreement of Limited Partnership of Red Lion Hotels Limited
    Partnership dated November 1, 199710
.27(19)

Tenth Amendment dated February 15, 2006 to Amended and Restated
    Agreement of Limited Partnership of Red Lion Hotels Limited
    Partnership dated November 1, 199710
.28(20)

Promissory Note dated effective as of June 27, 2003, in the
    original principal amount of $5,100,000 issued by WHC807, LLC, a
    Delaware limited liability company indirectly controlled by the
    Registrant (WHC807), to Column Financial, Inc.
    (Column) (the WHC807 Promissory Note).
    Nine other Delaware limited liability companies indirectly
    controlled by the Registrant (the Other LLCs)
    simultaneously issued nine separate Promissory Notes to Column
    in an aggregate original principal amount of $50,100,000 and
    otherwise on terms and conditions substantially similar to those
    of the WHC807 Promissory Note (these Promissory Notes and their
    respective issuers and principal amounts are identified in
    Exhibit D to the Deed of Trust, Assignment of Leases and Rents,
    Security Agreement and Fixture Filing filed as Exhibit 10.44).10
.29(20)

Deed of Trust, Assignment of Leases and Rents, Security
    Agreement and Fixture Filing dated effective as of June 27,
    2003, with WHC807 as grantor and Column as beneficiary (the
    WHC807 Deed of Trust). Each of the Other LLCs
    simultaneously executed a separate Deed of Trust, Assignment of
    Leases and Rents, Security Agreement and Fixture Filing as
    grantor with Column as beneficiary and otherwise on terms and
    conditions substantially similar to those of the WHC807 Deed of
    Trust (these nine other documents and their respective grantors
    and the respective parcels of real property encumbered thereby
    are identified in Exhibit E to the WHC807 Deed of Trust).10
.30(20)

Indemnity and Guaranty Agreement dated effective as of June 27,
    2003, between the Registrant and Column with respect to the
    WHC807 Promissory Note and the WHC807 Deed of Trust. The
    Registrant and Column have entered into nine separate Indemnity
    and Guaranty Agreements on substantially similar terms and
    conditions with respect to the Other LLCs Promissory Notes
    and Deeds of Trust, Assignments of Leases and Rents, Security
    Agreements and Fixture Filings referred to in Exhibits 10.43 and
    10.44, respectively. 90




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##### Table of Contents



ExhibitNumber

Description10
.31(21)

Credit Agreement dated September 13, 2006 among the Registrant,
    Credit Agricole Corporate and Investment Bank (formerly Calyon
    New York Branch), Sole Lead Arranger and Administrative Agent,
    KeyBank National Association, Documentation Agent, CIBC, Inc.,
    Union Bank of California, N.A. and Wells Fargo Bank, N.A.10
.32(22)

First Amendment dated February 8, 2010 to Credit Agreement among
    the Registrant, Credit Agricole Corporate and Investment Bank,
    Sole Lead Arranger and Administrative Agent, KeyBank National
    Association, Documentation Agent, CIBC, Inc., Union Bank, N.A.
    and Wells Fargo Bank, National Association10
.33(23)

Second Amendment dated January 10, 2011 to Credit Agreement
    among the Registrant, Credit Agricole Corporate and Investment
    Bank, Sole Lead Arranger and Administrative Agent, KeyBank
    National Association, Documentation Agent, CIBC, Inc., Union
    Bank, N.A. and Wells Fargo Bank, National Association21


List of Subsidiaries of Red Lion Hotels Corporation23


Consent of BDO USA, LLP24


Powers of Attorney (included on signature page)31
.1

Certification of principal executive officer pursuant to
    Exchange Act Rule 13a-14(a)31
.2

Certification of principal financial officer pursuant to
    Exchange Act Rule 13a-14(a)32
.1

Certification of principal executive officer pursuant to
    Exchange Act Rule 13a-14(b)32
.2

Certification of principal financial officer pursuant to
    Exchange Act Rule 13a-14(b)     (1)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    10-K filed
    by us on March 12, 2009.(2)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    10-K filed
    by us on March 31, 2003.(3)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    S-3/A filed
    by us on May 15, 2006.(4)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    S-1 filed by
    us on November 4, 2003.(5)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    8-K filed by
    us on March 19, 2004.(6)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    10-Q filed
    by us on May 15, 2001.(7)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    S-1 filed by
    us on January 20, 1998.(8)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit the
    Form 8-K
    filed by us on November 15, 2005.(9)
    
    Previously filed with the Securities and Exchange Commission as
    an appendix to the Schedule 14A filed by us on
    April 20, 2006.  (10)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    8-K filed by
    us on November 22, 2006.(11)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    10-Q filed
    by us on August 14, 2006.(12)
    
    Previously filed with the Securities and Exchange Commission as
    an appendix to the Schedule 14A filed by us on
    April 22, 2008.(13)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    10-K filed
    by us on March 11, 2010. 91




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##### Table of Contents



(14)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    8-K filed by
    us on March 23, 2005.(15)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    10-Q filed
    by us on August 7, 2008.(16)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    10-K filed
    by us on March 11, 2010.(17)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    S-1/A filed
    by us on February 27, 1998.(18)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    8-K filed by
    us on February 8, 2006.(19)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    8-K filed by
    us on February 22, 2006.(20)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    10-Q filed
    by us on August 14, 2003.(21)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    8-K filed by
    us on September 18, 2006.(22)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    8-K filed by
    us on February 9, 2010.(23)
    
    Previously filed with the Securities and Exchange Commission as
    an exhibit to the Form
    8-K filed by
    us on January 13, 2011. 92




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##### Table of Contents



SIGNATURES    RED LION HOTELS CORPORATION
   By
    /s/  Jon
    E. Eliassen       POWERS OF
    ATTORNEY
      Signature

Title

Date/s/  JON
    E. ELIASSENJon
    E. Eliassen

President, Chief Executive Officer and Director (Principal
    Executive Officer)

March 16, 2011/s/  DAN
    R. JACKSONDan
    R. Jackson

Executive Vice President, Chief Financial Officer (Principal
    Financial Officer)

March 16, 2011/s/  SANDRA
    J. HEFFERNANSandra
    J. Heffernan

Vice President, Corporate Controller (Principal Accounting
    Officer)

March 16, 2011/s/  DONALD
    K. BARBIERIDonald
    K. Barbieri

Chairman of the Board of Directors

March 16, 2011/s/  RICHARD
    L. BARBIERIRichard
    L. Barbieri

Director

March 16, 2011/s/  RYLAND
    P. DAVISRyland
    P. Davis

Director

March 16, 2011/s/  RAYMOND
    R. BRANDSTROMRaymond
    R. Brandstrom

Director

March 16, 2011 93




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##### Table of Contents



Signature

Title

Date/s/  PETER
    F. STANTONPeter
    F. Stanton

Director

March 16, 2011/s/  RONALD
    R. TAYLORRonald
    R. Taylor

Director

March 16, 2011/s/  MELVIN
    L. KEATINGMelvin
    L. Keating

Director

March 16, 2011  94