TABLE OF CONTENTS




|                                                   |                                                                                               |  |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|FORWARD LOOKING STATEMENTS                        
|PART I                                            
|                                                   | Item 1. Business                                                                             
|                                                   | Item 2. Properties                                                                           
|                                                   | Item 3. Legal Proceedings                                                                    
|                                                   | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                                           
|                                                   | Item 5. Market for Registrants Common Shares and Related Shareholder Matters                
|                                                   | Item 6. Selected Financial Data                                                              
|                                                   | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                   | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                          
|                                                   | Item 8. Consolidated Financial Statements and Supplemental Data                              
|                                                   | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|PART III                                          
|                                                   | Item 10. Directors and Executive Officers of the Registrant                                  
|                                                   | Item 11. Executive Compensation                                                              
|                                                   | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                                                   | Item 13. Certain Relationships and Related Transactions                                      
|INDEX TO FINANCIAL STATEMENTS                     
|PART IV                                           
|                                                   | Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.                   
|SIGNATURES                                        
|EX-21  Subsidiaries                               
|EX-23.1  Consent of Independent Public Accountants
|EX 99.1  Ltr from Company RE: Arthur Andersen LLP 



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##### Table of Contents



| |                                                      
| | -----------------------------------------------------
| | SECURITIES AND EXCHANGE COMMISSION                   
|
| | WASHINGTON, D.C. 20549                               
|
| | FORM 10-K                                            
|
| | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
	OF THE
| | SECURITIES EXCHANGE ACT OF 1934                      



|                                            |                                 
|------------------------------------------- | --------------------------------
|For the Fiscal Year ended December 31, 2001 | Commission file number 001-11975



| |                                                        
| | -------------------------------------------------------
| | Boykin Lodging Company                                 
| | (Exact Name of Registrant as Specified in Its
	Charter)

|                                                                                                                |  |                                               
|--------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|Ohio(State or Other Jurisdiction of
	Incorporation or Organization)                                             |  | 34-1824586(I.R.S. Employer Identification No.)
|                                                                                                               
|Guildhall Building, Suite 1500,
	45 W. Prospect Avenue,
	Cleveland, Ohio(Address of Principal Executive Office) |  | 44115(Zip Code)                               
|                                                                                                               
|(216) 430-1200(Registrants telephone number,
	including area code)                                            

Securities registered pursuant to
Section 12(b) of the Act:

|                                 |  |                                     
|-------------------------------- |  | ------------------------------------
|Title of Class                   |  | Name of Exchange on Which Registered
|                                 |  |                                     
|Common Shares, Without Par Value |  | New York Stock Exchange             

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

Indicate by check mark whether the registrant
(1) has filed all reports to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past
90 days.  YesxNoo

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of
registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this
Form 10-K.o

The aggregate market value of the voting stock
held by non-affiliates of the registrant, as of March 19,
2002, was approximately $157 million.

As of March 19, 2002, the registrant had
17,223,334 common shares issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Definitive Proxy Statement for the Annual Meeting
of Shareholders to be held May 30, 2002 into Part III,
Items 10, 11, 12, and 13.



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##### Table of Contents






FORWARD LOOKING STATEMENTS

This Form 10-K contains statements that
constitute forward-looking statements. Those statements appear
in a number of places in this Form 10-K and the documents
incorporated by reference herein and include statements
regarding our intent, belief or current expectations or those of
our directors or officers with respect to:



| |   |                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------
| |  | Leasing, management or performance of the hotels;                                                                              
|
| |  | Boykins plans for expansion, conversion or
	renovation of the hotels;                                                         
|
| |  | Adequacy of reserves for renovation and
	refurbishment;                                                                        
|
| |  | Potential acquisitions and dispositions by Boykin;                                                                             
|
| |  | Boykins financing plans;                                                                                                      
|
| |  | Boykins policies regarding investments,
	acquisitions, dispositions, financings, conflicts of interest
	and other matters; and
|
| |  | Trends affecting Boykins or any
	hotels financial condition or results of operations.                                        

You are cautioned that any such forward-looking
statement is not a guarantee of future performance and involves
risks and uncertainties, and that actual results may differ
materially from those in the forward-looking statement as a
result of various factors. The factors that could cause actual
results to differ materially from our expectations include,
among other factors, financial performance, real estate
conditions, execution of hotel acquisition or disposition
programs, changes in local or national economic conditions and
their impact on the occupancy of our hotels, war, terrorism,
hurricanes, changes in interest rates, changes in local or
national supply and construction of new hotels, changes in
profitability and margins and the financial condition of our
operators and lessees, and other similar variables. The
information contained in this Form 10-K and in the
documents incorporated by reference herein and Boykins
periodic filings with the Securities and Exchange Commission
also identifies important factors that could cause such
differences.

With respect to any such forward-looking
statement that includes a statement of its underlying
assumptions or bases, we caution that, while we believe such
assumptions or bases to be reasonable and have formed them in
good faith, assumed facts or bases almost always vary from
actual results, and the differences between assumed facts or
bases and actual results can be material depending on the
circumstances. When, in any forward-looking statement, we or our
management express an expectation or belief as to future
results, that expectation or belief is expressed in good faith
and is believed to have a reasonable basis, but there can be no
assurance that the stated expectation or belief will result or
be achieved or accomplished.




PART I






|        |         
|------- | --------
|Item 1. | Business

(a) General Development of
Business



| |                             
| | ----------------------------
| | About Boykin Lodging Company

Boykin Lodging Company, an Ohio corporation, is a
real estate investment trust (REIT) that, as of
March 19, 2002, owns interests in 33 hotels throughout the
United States. Boykin Lodging was formed and completed an
initial public offering in 1996 to continue and expand the over
40-year history of hotel ownership, acquisition, redevelopment
and repositioning activities of its predecessors, Boykin
Management Company and its affiliates (the Boykin
Group). Boykin Hotel Properties, L.P., an Ohio limited
partnership (the Partnership), is the operating
partnership entity that transacts business and holds the direct
and indirect ownership interests in our hotels. As of
December 31, 2001, Boykin Lodging Company had a 92.3%
ownership interest in, is the sole general partner of and does
all its business through the Partnership.

1



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##### Table of Contents



Our primary business objectives are to maximize
current returns to our shareholders by increasing cash flow
available for distribution and long-term total returns to
shareholders through appreciation in value of our common shares.
We seek to achieve these objectives through the following key
business strategies relating to the ownership and operation of
our hotels:



| |   |                                                       
| | - | ------------------------------------------------------
| |  | Maximizing operating cash flows of our hotels
	through



| |   |                                                                        
| | - | -----------------------------------------------------------------------
| |  | aggressive asset management to maximize revenue
	and minimize expenses;
| |  | selective renovation;                                                  
| |  | expansion and development; and                                         
| |  | improved brand positioning;                                            



| |   |                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Focused portfolio management including acquiring
	upscale, full-service commercial and resort hotels located in
	urban and beach markets at a discount to their replacement cost
	and disposing of non-core suburban assets;
|
| |  | Branding our hotels with the industrys
	premier upscale franchises or by being independent of franchise
	affiliations in markets that can support this; and                                                                
|
| |  | Contracting with high-quality, experienced hotel
	management companies to operate our hotels effectively by
	maximizing their cash flow and value.                                                                          

Our management has substantial hotel operating,
development, acquisition and transactional experience. Our
executives have over 100 years of combined experience in
the hotel industry and have directly overseen the acquisition,
disposition, recapitalization, development and repositioning of
billions of dollars of hotel assets throughout the United States.

Through the year ended December 31, 2001,
the Partnership leased its properties to established hotel
operators. Effective January 1, 2002, we took advantage of
the restructuring available under the Work Incentives
Improvement Act of 1999 (REIT Modernization Act).
The REIT Modernization Act amended the tax laws to permit REITs,
like us, to lease hotels to a subsidiary that qualifies as a
taxable REIT subsidiary (TRS) as long as the TRS
engages an independent hotel management company to operate those
hotels under a management contract. At December 31, 2001,
we had an agreement to acquire a total of 28 leasehold interests
in our hotels from two of our operators, Boykin Management
Company Limited Liability Company (BMC) and Meristar
Hotels and Resorts, Inc. (Meristar), and enter into
management contracts with them effective January 1, 2002.
Following these transactions, 31 of our 33 hotels are operated
under the TRS structure whereby the hotels are leased to a TRS
of Boykin Lodging.

We believe that the new TRS structure will
enhance our long-term performance, better align the interests of
our operators with ours, and allow us to benefit from expense
management initiatives which can be implemented and monitored
more closely. In addition, we believe that our flexibility has
been significantly enhanced because the new management
agreements with BMC and Meristar are terminable by us without
penalty, whereas the previous percentage leases provided for
significant termination penalties even if we sold a property. We
recorded a charge to earnings of $15.0 million for the year
ended December 31, 2001 relating to the acquisition and
termination of the percentage leases with BMC and Meristar and
the related transaction costs. Of this charge,
$11.4 million was a non-cash charge related to the issuance
of 1.4 million Partnership units to BMC. After the issuance,
Boykin Lodging Company had an 85.0% ownership interest in the
Partnership. The transaction also resulted in the assumption of
the net working capital of the leasehold interests as of
December 31, 2001. Although we expect that the transactions
will reduce our funds from operations per share for 2002, if the
TRS benefits described above are realized, the transactions
should allow us to enhance our long-term performance. Going
forward, the results of operations of the hotels operated by BMC
and Meristar will be recorded in our financial statements, which
will replace the previously recorded percentage lease revenue
from these properties.

2



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##### Table of Contents





| |                     
| | --------------------
| | Highlights from 2001



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | In October 2001, we completed a
	$5.5 million renovation of the Doubletree Guest Suites
	located in Southfield, Michigan, which we acquired in
	September 2000. Upon completion of the renovation, the
	hotel was rebranded as an Embassy Suites.                                                                                                                                                                                                                                                                         
|
| |  | In July 2001, we formed a joint venture with
	Concord Hospitality Enterprises (Concord), a
	privately owned hotel investment and management company. The
	joint venture acquired a 219 room full-service hotel in
	Lyndhurst, New Jersey. Our initial investment in the joint
	venture was $3.5 million and we have a 50% ownership
	interest in the hotel through the joint venture. A $5.5 million
	renovation of the hotel was completed in February 2002 at
	which time it was rebranded to a Courtyard by Marriott.
|
| |  | In January 2001, we sold our Daytona Beach
	Radisson resort for consideration of $12.5 million.                                                                                                                                                                                                                                                                                                                                                                                                                           

(b) Financial Information About Industry
Segments

All of Boykins operations are in the hotel
industry.

(c) Narrative Description of
Business



| |                         
| | ------------------------
| | Boykins Hotel Portfolio

As of March 19, 2002, our hotel portfolio
includes 31 full-service hotels and two limited-service hotels,
all of which compete in the upscale to moderate price segment of
the hospitality market. For the year ended December 31,
2001, our hotels, on a same unit basis, had an average occupancy
rate of 62.2%, an average daily rate (ADR) of $93.82
and revenue per available room (REVPAR) of $58.30.
Refer to Item 2(a) Hotel Properties on page 11
for a listing of our hotels. Also refer to
Item 7  Managements Discussion and
Analysis of Financial Condition and Results of Operations
on page 18 for a chart of hotel operating data for 2001 and 2000.



| |                                    
| | -----------------------------------
| | Application of Business
	Strategies



|                                                                                        | 
|--------------------------------------------------------------------------------------- | 
|Internal Growth from Strong Asset Management, Renovation, Development and Repositioning | 

1. Strong Asset Management

We believe that the revenue and cash flow from
our hotels will be maximized by intensive management and
marketing. We intend to derive increased cash flow through the
application of our operating strategies, which include active
hotel revenue maximization through effective yield management
and cost containment initiatives. We believe that our
operators commitment to customer service and the
experience of their management teams positions us to capitalize
on the demand in our markets.

We also believe that, based on improving market
conditions, the location of our core hotels, and the strength of
our own and our operators management teams, the portfolio
should provide us with the opportunity for long-term cash flow
growth through the hotel operations.

2. Capital Expenditure and Renovation
Strategy

We believe that our regular program of capital
improvements at our hotels, including replacement and
refurbishment of furniture, fixtures, and equipment, helps
maintain and enhance their competitiveness and maximizes the
results of the hotels operations. Consistent with this strategy,
we have made significant renovations at several of our hotels in
recent years. In 2001, 2000, and 1999 we spent
$23.0 million, $18.4 million and $22.1 million,
respectively on renovations, excluding the projects at our
Chicago, Illinois and Lyndhurst, New Jersey hotels which are
owned by unconsolidated joint ventures. This represented 9%, 6%
and 7% of 2001, 2000, and 1999 consolidated hotel revenues,
respectively, significantly above the hotel industry standard of
4%.

Looking forward to 2002, we plan to continue
certain capital improvement project at the hotels, however, the
terms of the March 2002 amendment to our credit facility
contain restrictive provisions relative to capital expenditure
activity. Specifically, we are entitled to complete our
renovations and expansion projects at our Chicago, Meadowlands
and Pink Shell properties as discussed within the Liquidity and
Capital Resources section

3



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##### Table of Contents



of Managements Discussion and
Analysis of Financial Condition and Results of Operations,
our other capital expenditures are limited to 5% of our total
hotel revenues.


3. Development, Expansion and
Repositioning Strategy

Within the past year we have
reflagged/repositioned two hotels; the Southfield Embassy Suites
in October 2001 and the Meadowlands-Lyndhurst Courtyard by
Marriott in February 2002. In 2001, we commenced an
approximate $20 million renovation of the Executive Plaza
Hotel in Chicago, Illinois. Upon completion, expected to be in
the third quarter of 2002, the property will be repositioned as
a four-star-quality independent hotel and renamed Hotel
71, which reflects the address of the property. We have a
43.75% ownership interest in this property through a joint
venture formed with AEW Partners III, L.P. (AEW), an
investment partnership managed by AEW Capital Management, L.P.,
a Boston-based real estate investment firm that manages a
portfolio of approximately $6 billion.

In November 2001, we completed a
$3 million renovation of a 60-unit tower at the Pink Shell
Beach Resort in Ft. Myers Beach, Florida. These renovated studio
units in the tower are being sold as Sanibel View Villas
Condominiums, with the expectation that the unit owners will
make their units available to us by contract for rental as hotel
rooms. As of March 19, 2002, 15 of these units have sold,
netting proceeds in excess of the renovation cost of the entire
project.

We also continue to work on an expansion project
at the Pink Shell Beach Resort, which would increase the resort
by 39 rooms. Although we are not obligated at this point to
proceed with the project, our plan would be to demolish 53
cottage units, or about 25% of the rooms at the resort. We would
then construct a 92-unit tower called White Sand Villas that
would significantly upgrade the character of the resort. The
units in the new tower would be sold as condominiums, with the
expectation that the owners would put their unused room nights
back to the resort by contract. As with any renovation, the
shorter-term effects may be a lower revenues due to the
demolition of the cottage units. The pre-marketing activity for
the project has generated significant interest. We anticipate
that we will only proceed with this project when we have
sufficient pre-sales of these units to fund construction costs
and we have secured financing. We anticipate that we may be in a
position to commence construction in the summer of 2002.

We may seek to develop additional full-service or
upscale limited-service hotels on land that we acquire in our
current geographic markets or on land contiguous to our hotels.
We believe that selective development of hotels in our existing
geographic markets could enable us to take advantage of
operating efficiencies to generate attractive returns on our
investment. We may also expand our existing hotels and/or
reposition under-performing hotels by changing the franchise
brand affiliation.

Portfolio Management

We believe that the upscale and mid-price market
segments of the hospitality industry will present attractive
acquisition opportunities. Our acquisition strategy focuses on
the following categories:



| |    |                                                                                                                                                                                                                                                                                                   
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Target Markets and Product Type Full-service commercial and resort
	hotels located in major urban markets, business centers and
	destination beach markets.                                                                                                                                      
|
| | 2. | Market Repositioning Opportunities Undervalued hotels whose occupancy,
	daily rates and overall revenues can be significantly enhanced
	through new brand affiliations and/or implementation of new
	management and marketing strategies which will maximize revenues
	and profitability.        
|
| | 3. | Redevelopment and Renovation
	Opportunities Hotels with
	sound operational fundamentals that, because of a lack of
	capital, require physical renovation to achieve their full
	performance potential, and other properties which can benefit
	from total redevelopment and market repositioning.
|
| | 4. | Portfolio Acquisitions Portfolios of hotels which result in
	geographic economies of scale or which may be managed by proven
	hotel operators, and that may benefit from our repositioning and
	redevelopment experience and access to capital.                                                  

4



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##### Table of Contents



We intend to maintain a geographically
diversified hotel portfolio and may also cluster hotels within
certain primary markets in order to take advantage of
operational and managerial economies of scale. We will acquire
or develop additional hotel properties only as suitable
opportunities arise, and will not undertake acquisition or
development of properties unless adequate sources of capital and
financing are available. We will also sell selected non-core
suburban assets. Funds for future acquisitions or development of
hotels are expected to be derived, in whole or in part, from
capital obtained from borrowings, from the proceeds of the sale
of non-strategic hotels, from additional issuances of common
shares, preferred shares, or other securities, from potential
joint venture partners and from cash flows from operations. Our
credit facility currently places limitations on our ability to
make acquisitions.

Brand Strategy

We believe that we can maximize our market share
and revenue by taking advantage of our orientation toward sales
and marketing to identify the most effective branding and to
leverage our brands with effective direct sales strategies.

We focus on owning hotel properties that are, or
can be, associated with brands that will lead the hospitality
industry in REVPAR. Our portfolio is currently operated under
franchise license agreements with premier nationally recognized
hotel chains, including Marriott®, Radisson®,
Hilton®, Embassy Suites®, Doubletree®, Holiday
Inn®, Hampton Inn® and Quality Suites®. We expect
to continue to affiliate with a number of different franchisors
in order to maximize the performance of our hotels by providing
greater access to a broad base of national marketing and
reservation systems, and to mitigate the risks of franchise loss
and franchise overlap. We believe that our relationships with
certain franchisors facilitate finding acquisition opportunities
and completing acquisitions on attractive terms.

In selected markets, hotels can be most
appropriately marketed and positioned without the need of a
franchise affiliation. Our French Lick Springs Resort and Spa in
French Lick, Indiana operates as an independent hotel. Upon
completion of the renovation of our Chicago property in the
third quarter of 2002, Hotel 71 will also operate
independent of a franchise agreement. Broad based reservation
systems are available and are being used by the independent
hotels.

Our hotels franchise agreements expire at
various dates through February 25, 2022, which, in some cases,
may be extended for additional terms. The franchise agreements
generally impose certain management, operational,
record-keeping, accounting, reporting and marketing standards
and procedures with which the franchised operator must comply.
Some of the key provisions of the franchise agreements include
the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The franchise agreements provide for early
	termination at the franchisors option on the occurrence of
	certain events of default, such as the failure to properly
	maintain the hotel.                                                                                                                                                                                                      
|
| |  | Notification must be given to the franchisor upon
	the sale of a hotel giving the franchisor rights, as defined in
	its franchise agreement, ranging from consent to the transfer of
	ownership, the franchisors ability to match an offer for
	sale, or the right to terminate the franchise agreement. Several
	of the franchise agreements can be terminated upon sale by the
	franchisee.

Operator Strategy

In selecting operators, we seek hotel managers
with demonstrated full-service hotel expertise, a stable
operating and financial performance history, an excellent
reputation in the hospitality industry, an ability to introduce
additional acquisition opportunities to us and to manage
additional hotels for us.

5



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##### Table of Contents



As of March 19, 2002, the hotels in our
portfolio were operated by the following entities:

|                                         |  |           |    | 
|---------------------------------------- |  | --------- | -- | 
|                                         |  | Number   
|Operator                                 |  | of Hotels
|                                         |  |          
|BMC                                      |  |           | 17 | 
|Hilton Hotels Corporation (Hilton)     |  |           | 10 | 
|Meristar                                 |  |           | 3  | 
|Concord                                  |  |           | 1  | 
|Davidson Hotel Company (Davidson)      |  |           | 1  | 
|Outrigger Lodging Services (Outrigger) |  |           | 1  | 
|                                         |  |           | 33 | 



| |    
| | ---
| | BMC

Robert W. Boykin (our Chairman of the Board and
Chief Executive Officer) and his brother, John E. Boykin,
control BMC. BMC has continued the over 40-year hotel operation
and management business of the Boykin Group. The Boykin Group
has capabilities in all phases of development and management of
hotel properties. BMC currently manages 20 properties containing
5,172 guest rooms located throughout the United States,
including 17 hotels owned by us. BMCs subsidiaries, which
conduct management activities for owners other than us, include
an award-winning hotel interior design business and a hotel and
restaurant food, beverage, supply and equipment purchasing
business.

BMC and its owners, who have a substantial
interest in the Partnership, have interests that conflict with
our interests in connection with the structuring and enforcement
of the management agreements and other agreements between us and
BMC and in connection with activities that may maximize profits
for BMC without necessarily benefiting us. We have implemented
several measures, including those listed below, to align the
interests of BMC and its owners with our interests and to
address these conflicts of interest:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | BMCs owners have retained their equity
	interests in the Partnership;                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Our corporate charter documents require that our
	independent directors shall make all determinations to be made
	on behalf of Boykin Lodging Company with respect to the
	relationships or opportunities that represent a conflict of
	interest for any officer or director of Boykin Lodging Company
	as such;                                                                                                         
|
| |  | Any affiliate of the Boykin Group will conduct
	all hotel acquisition, development and ownership activities only
	through Boykin Lodging Company;                                                                                                                                                                                                                                                                        
|
| |  | Beginning in 2002, BMC is entitled to receive
	incentive management fees with respect to each hotel it manages
	for us if the gross operating profit at the hotel is in excess
	of the budgeted gross operating profit for such hotel;                                                                                                                                                                                   
|
| |  | BMC has contractually agreed to provide an
	incentive to its corporate-level senior executive team by
	allocating the first portion (equal to one-eighth of one percent
	of total revenues) of the incentive fee paid under the
	management agreements to a bonus pool to be paid to the
	corporate executives, thereby aligning the corporate executives
	with us and our goal of maximizing gross operating profit; and
|
| |  | BMC has a deferred compensation plan for its
	corporate-level senior executives, under which the value of each
	award is based on, and fluctuates with, the value of our common
	shares.                                                                                                                                                                                                                                 

Hilton.Hilton
develops, owns, manages and franchises hotels, resorts and
vacations ownership properties. Its portfolio includes
internationally known and regarded hotel brands, including
Hilton®, Doubletree®, Embassy Suites Hotels®,
Hampton Inn®, Hampton Inn & Suites®, Hilton Garden
Inn®, Homewood Suites® by Hilton and Conrad®.
Hilton currently manages our portfolio of ten Doubletree hotels
through Doubletree DTWC Corporation (DTWC), an
affiliate of Hilton.

Meristar.Meristar
is a publicly traded hotel management company that manages
hotels throughout the United States. Meristars portfolio
of full-service hotels under management includes both
independent brands and a number of well-known franchised brands,
including Hilton®, Sheraton®, Marriott®, Embassy
Suites®, Westin®

6



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##### Table of Contents



and Doubletree®. As of December 31,
2001, Meristar also leased and operated our Pink Shell Beach
Resort, which is owned 100% by the Partnership. Effective
January 1, 2002, Pink Shell is leased to the TRS who
entered into a management agreement with Meristar to continue to
operate the property.


Concord.Concord is
a privately owned hotel investment and management company based
in Cleveland, Ohio. Concord was formed to acquire, develop and
manage both full and limited-service hotel properties. Concord
owns and operates hotels under franchise agreements with such
franchisors as Marriott®, Radisson®, Hilton®,
Residence Inn® and Hampton Inn®.

Davidson.Davidson
is a privately held national hotel management company located in
Memphis, Tennessee. Davidson provides management, development,
consulting and accounting expertise for the hospitality
industry. Davidson operates hotels under franchise agreements
with such franchisors as Marriott®, Embassy Suites®,
Hilton®, Crowne Plaza®, Omni® and Holiday
Inn®.

Outrigger.Outrigger
is a privately held hotel management company based in Encino,
California. Outrigger has operated or currently operates a full
range of hotel products, including Marriott®,
Sheraton®, Hilton®, Residence Inn®, Holiday
Inn®, Radisson®, and many limited service products. In
addition to branded hotels, Outrigger operates upscale boutique
hotels.



| |                                    
| | -----------------------------------
| | Terms of the Management
	Agreements

The following is a summary of the material terms
of the BMC, Meristar and DTWC management agreements and, with
respect to BMC, is qualified in its entirety by reference to the
Form of Management Agreement, which was filed as an exhibit to
our Current Report on Form 8-K, filed on January 14,
2002.

The management agreements have the material terms
described below:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Duration/Termination.The BMC and Meristar agreements have
	terms ranging from two years and nine months to eight years. We
	have the right to terminate each of these agreements upon
	90 days advance written notice without having to pay any
	damages or a termination fee or penalty. The operator does not
	have the right to terminate prior to expiration of the term
	absent an event of default by us. The BMC and Meristar
	agreements do not contain renewal provisions. The DTWC agreement
	has an initial term which commenced on January 1, 1998 and
	continues until April 5, 2012. Thereafter, DTWC may extend
	the agreement for up to ten consecutive renewal terms of five
	years each. The DTWC agreement does not provide us with a right
	of termination absent an event of default by DTWC.                                                                                                                     
|
| |  | Management Fees.Most of the agreements provide for
	base and incentive management fees. The base fee for each of the
	BMC managed hotels is 3% of total revenues and the incentive fee
	is 13.5% of the amount by which the gross operating profit for a
	hotel exceeds the agreed upon budgeted gross operating profit,
	up to a maximum of 1.125% of total revenues. The base fee for
	the Meristar managed hotels is 1.25% of total revenues. The base
	fee for DTWC is 3% of gross revenues. The DTWC incentive fee is
	equal to 15% to 25% of gross operating profit as defined in the
	agreement. The DTWC incentive fees may be deferred to the extent
	certain cash flow thresholds are not met and such fees which
	otherwise would have been deferred are instead eliminated after
	$6 million of incentive fees have been deferred. As of
	December 31, 2001, the $6 million deferred incentive
	fee threshold had been met.
|
| |  | Operating and Other Expenses.All the agreements provide that we are
	responsible for all operating expenses associated with the
	hotels. In addition, we are responsible to either pay directly
	or reimburse the operator for all other expenses relating to the
	hotel including, without limitation, real estate taxes,
	insurance premiums and debt service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |  | Indemnification.All
	the agreements provide that we will hold the operator harmless
	from and against all liabilities, losses, claims, damages, costs
	and expenses that arise from or in connection with (a) the
	performance of operators services under the agreement,
	(b) any act or omission (whether or not willful, tortious,
	or negligent) of us or any third party, (c) or any other
	occurrence related to the hotel, except for events that result
	from (i) the fraud, willful misconduct or gross negligence
	of operator or (ii) in the case of the BMC and Meristar
	agreements, the breach by operator of any provision of the
	agreement.                                                                                                                                                                                                                                                                          

7



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| |   |                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Events of Default.Events of default include
	(a) failure to make any payment required by the agreement,
	(b) failure to observe or perform any term or provision
	after 30 days notice to cure and, (c) in the
	case of BMC and Meristar, failure of either party to perform in
	accordance with the applicable franchise agreement.



| |                                     
| | ------------------------------------
| | Third Party Lessees/ Joint
	Ventures

We have formed joint ventures with our third
party lessee/operators to align the hotel lessees economic
interests with our economic interests. In certain of these joint
ventures, the lessee/joint venture partners ability to
receive cash flow and equity capital distributions is
subordinated to our receipt of specified minimum distributions.
In addition, certain lessees must maintain a specified net worth
to support its lease payment obligations and pledge its joint
venture interest as security for the lease payment obligations.
We are permitted to subject any majority-owned joint
ventures hotel to a mortgage or to sell the hotel or its
interest in the joint venture without obtaining the affected
joint venture partners consent.

As of December 31, 2001, we had joint
ventures formed with the following companies or their affiliates
who operated and/or leased the following hotels:

|                                      |  |            |           |            |  |            |    |                                 |  |  |    |   |  |                                             |                              | 
|------------------------------------- |  | ---------- | --------- | ---------- |  | ---------- | -- | ------------------------------- |  |  | -- | - |  | ------------------------------------------- | ---------------------------- | 
|                                      |  |            |           | Boykin     |  | JV Partner |    |                                
|                                      |  |            |           | Ownership  |  | Ownership  |    |                                
|Name of Joint Venture                 |  | JV Partner |           | Percentage |  | Percentage |    | Hotel Owned Under Joint Venture
|                                      |  |            |           |            |  |            |    |                                
|BoyStar Ventures, L.P.                |  |            | Meristar  |            |  |            | 91 | %                               |  |  | 9  | % |  |                                             | Holiday Inn Minneapolis West | 
|Shawan Road Hotel Limited Partnership |  |            | Davidson  |            |  |            | 91 | %                               |  |  | 9  | % |  |                                             | Marriotts Hunt Valley Inn   | 
|Boykin San Diego, L.L.C.              |  |            | Outrigger |            |  |            | 91 | %                               |  |  | 9  | % |  | Hampton Inn San Diego Airport/Sea World    
|BoyCon, L.L.C.                        |  |            | Concord   |            |  |            | 50 | %                               |  |  | 50 | % |  | Meadowlands-Lyndhurst Courtyard by Marriott



| |                              
| | -----------------------------
| | Disruption in Travel Industry

The aftermath of the terrorist attacks on
September 11th and the ensuing period of sustained conflict
has resulted in the hotel industry experiencing its worst
revenue loss since the early 1930s. The travel industry as
a whole has been adversely impacted due to the industry being
the vehicle utilized to perform the terrorist attacks. While the
effect of heightened awareness and increased security measures
has slowly allowed the industry to adjust to a new state of
normalcy, uncertainty surrounding possible future terrorist
attacks and the travel industry again being a target still
looms. Due to the unprecedented nature of these events, the
duration of the impact of September 11th on the hotel and
travel industries is indeterminable.



| |            
| | -----------
| | Competition

The principal competing factors for each of our
hotels are (i) brand affiliation, (ii) room rates,
(iii) customer service, (iv) location, and (v) the
condition and upkeep of each hotel in general and in relation to
other hotels in its local market. We believe that we are well
positioned in each category. We have affiliated with a network
of high quality franchisors or have utilized broad based
reservation systems for our independent hotels. We believe that
our operators emphasis on customer service and their
strong and active yield management enable us to
maximize revenues at each hotel. While new hotels in certain of
our markets have caused us to experience lower than expected
occupancies from some of our hotels, our hotels are generally
located in areas that generate demand such as airport hotels,
major tourist locations, and major cities or business centers.
We also believe our strong commitment to regular capital
improvements, including the replacement and refurbishment of
furniture, fixtures and equipment, helps improve our competitive
position.

Each of our hotels is located in a developed area
that includes other hotel properties. The occupancy, ADR and
REVPAR of any hotel or any hotel property acquired in the future
could be materially and adversely affected by the number of
competitive hotel properties in its market area. Competition for
potential acquisitions may

8



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##### Table of Contents



generally reduce the number of suitable
investment opportunities offered to us and increase the
bargaining power of property owners seeking to sell.




| |            
| | -----------
| | Seasonality

The operations at our hotels historically have
been seasonal. Twenty-nine of the hotels maintain higher
occupancy rates during the second and third quarters. Our four
hotels in Florida experience their highest occupancy in the
first quarter. This seasonality pattern can be expected to cause
fluctuations in our quarterly cash flow received from hotel
operations.



| |          
| | ---------
| | Employees

We currently have fifteen employees. These
employees perform, directly or through the Partnership, various
acquisition, development, redevelopment and corporate management
functions.



| |                                      
| | -------------------------------------
| | Executive Officers of the
	Registrant

Our executive officers are elected and serve at
the discretion of the Board of Directors until their successors
are duly chosen and qualified, and are as follows:

|                    |  |     |    |          |  |                                                                  
|------------------- |  | --- | -- | -------- |  | -----------------------------------------------------------------
|Name                |  | Age |    | Position
|                    |  |     |    |         
|Robert W. Boykin    |  |     | 52 |          |  | Chairman of the Board and Chief Executive Officer                
|Richard C. Conti    |  |     | 52 |          |  | President and Chief Operating Officer                            
|Shereen P. Jones    |  |     | 40 |          |  | Executive Vice President, Chief Financial and
	Investment Officer
|Russ C. Valentine   |  |     | 56 |          |  | Senior Vice President, Acquisitions                              
|Andrew C. Alexander |  |     | 38 |          |  | Senior Vice President and General Counsel                        

The following is a biographical summary of the
business experience of our executive officers.

Robert W. Boykin has served as our Chief
Executive Officer since our formation. He served as the
President and Chief Executive Officer of Boykin Management
Company from 1985 until November 1996. He served as Boykin
Management Companys Executive Vice President from 1981
until 1985.

Richard C. Conti has served as our Chief
Operating Officer since May 1998. In January 2001,
Mr. Conti was promoted to President and Chief Operating
Officer. Prior to joining us, Mr. Conti was a Principal and
Director with Coopers & Lybrand L.L.P. Mr. Conti was
responsible for Coopers & Lybrand L.L.P.s hospitality
consulting practice in the Midwest and has been involved in the
hospitality industry for over 22 years. Mr. Conti has
worked closely with many of the leaders in the industry and
brings to us a wealth of industry knowledge and contacts.

Shereen P. Jones has served as our Executive Vice
President, Chief Financial and Investment Officer since
February 2002, when she succeeded Paul A. ONeil as
Chief Financial Officer. Prior to joining Boykin, she was with
Credit Suisse First Boston in New York where she was Director
and Global Head of Hospitality Investment Banking, spearheading
the development of its lodging investment banking practice.
Previously, she spent seven years with Lehman Brothers, serving
most recently as Senior Vice President and head of its Real
Estate, Lodging and Gaming Mergers & Acquisitions practice.
Prior to joining Lehman, she was Vice President, Corporate
Finance, for Oppenheimer & Co. and Kidder, Peabody & Co.

Russ C. Valentine joined us in June 1999 as
our Senior Vice President, Acquisitions. Prior to joining us,
Mr. Valentine served as Senior Vice President of
Acquisitions for American General Hospitality, a real estate
investment trust that was based in Dallas, Texas.
Mr. Valentine played a significant roll in American
Generals successful acquisition program from 1990 to 1998.
Over the past 25 years, Mr. Valentine has worked for
major consulting, investment banking, and hotel organizations.

Andrew C. Alexander became our Vice
President-Corporate Counsel in July 1997 and was promoted to
Senior Vice President and General Counsel in June 1999. From
July 1995 until July 1997, Mr. Alexander served
as Vice President-Corporate Counsel of Renaissance Hotel Group,
N.V., a publicly traded hotel company. From

9



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##### Table of Contents



September 1989 until July 1995,
Mr. Alexander was an attorney at the law firm of Calfee,
Halter & Griswold, LLP.


There are no arrangements or understandings known
to us between any executive officer and any other person
pursuant to which any executive officer was elected to office.
There is no family relationship between any of our directors or
executive officers and any other director or executive officer.



| |                      
| | ---------------------
| | Environmental Matters

Under various federal, state and local laws,
ordinances, and regulations, an owner or operator of real estate
may be liable for the costs of removal or remediation of certain
hazardous or toxic substances or petroleum on, under or in the
property. This liability may be imposed without regard to
whether the owner or operator knew of, or was responsible for,
the presence of the substances. Other federal, state and local
laws, ordinances and regulations and the common law impose on
owners and operators certain requirements regarding conditions
and activities that may affect human health or the environment.
Failure to comply with applicable requirements could result in
difficulty in the lease or sale of any affected property or the
imposition of monetary penalties, in addition to the costs
required to achieve compliance and potential liability to third
parties. We may be potentially liable for such costs or claims
in connection with the ownership and operation of the current
hotels and hotels we may acquire in the future.

We have not been notified by any governmental
authority, nor are we otherwise aware, of any material
noncompliance, liability or claim relating to hazardous or toxic
substances or to other environmental matters in connection with
any of our hotels. Nonetheless, it is possible that material
environmental contamination or conditions exist, or could arise
in the future, in the hotels or on the land upon which they are
located which could create a material environmental liability.
Further, there can be no assurance that the hotels that we may
acquire will not give rise to any material environmental
liability.



|    |                                                                              
|--- | -----------------------------------------------------------------------------
|(d) | Financial Information About Foreign and
	Domestic Operations and Export Sales

All of our operations are conducted in the United
States.

10



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##### Table of Contents








|        |           
|------- | ----------
|Item 2. | Properties

(a) Hotel Properties

As of March 19, 2002, we own interests in
the following 33 hotel properties:

|                                             |  |          |       |          |  |  |                      | 
|-------------------------------------------- |  | -------- | ----- | -------- |  |  | -------------------- | 
|                                             |  | Number   |       |         
|Property                                     |  | of Rooms |       | Location
|                                             |  |          |       |         
|Doubletree Portland, Lloyd Center            |  |          | 476   |          |  |  | Portland, OR         | 
|Doubletree Sacramento                        |  |          | 448   |          |  |  | Sacramento, CA       | 
|Doubletree Omaha                             |  |          | 413   |          |  |  | Omaha, NE            | 
|Doubletree Kansas City                       |  |          | 388   |          |  |  | Kansas City, MO      | 
|Doubletree Boise                             |  |          | 304   |          |  |  | Boise, ID            | 
|Doubletree Colorado Springs                  |  |          | 299   |          |  |  | Colorado Springs, CO | 
|Doubletree Hotel San Antonio                 |  |          | 290   |          |  |  | San Antonio, TX      | 
|Doubletree Spokane Valley                    |  |          | 237   |          |  |  | Spokane, WA          | 
|Doubletree Portland Downtown                 |  |          | 235   |          |  |  | Portland, OR         | 
|Doubletree Springfield                       |  |          | 234   |          |  |  | Springfield, OR      | 
|Doubletree Bellevue Center                   |  |          | 208   |          |  |  | Bellevue, WA         | 
|Doubletree Yakima Valley                     |  |          | 208   |          |  |  | Yakima, WA           | 
|Marriotts Hunt Valley Inn                   |  |          | 392   |          |  |  | Baltimore, MD        | 
|Cleveland Airport Marriott                   |  |          | 375   |          |  |  | Cleveland, OH        | 
|Buffalo Marriott                             |  |          | 356   |          |  |  | Buffalo, NY          | 
|Columbus North Marriott                      |  |          | 300   |          |  |  | Columbus, OH         | 
|Berkeley Marina Radisson                     |  |          | 373   |          |  |  | Berkeley, CA         | 
|Radisson Hotel Mt. Laurel                    |  |          | 283   |          |  |  | Mt. Laurel, NJ       | 
|High Point Radisson                          |  |          | 251   |          |  |  | High Point, NC       | 
|Radisson Inn Sanibel Gateway                 |  |          | 157   |          |  |  | Fort Myers, FL       | 
|Holiday Inn Minneapolis West                 |  |          | 196   |          |  |  | Minneapolis, MN      | 
|Holiday Inn Crabtree                         |  |          | 176   |          |  |  | Raleigh, NC          | 
|Lake Norman Holiday Inn                      |  |          | 119   |          |  |  | Charlotte, NC        | 
|Melbourne Hilton Oceanfront                  |  |          | 118   |          |  |  | Melbourne, FL        | 
|Knoxville Hilton                             |  |          | 317   |          |  |  | Knoxville, TN        | 
|Hampton Inn San Diego Airport/Sea World      |  |          | 199   |          |  |  | San Diego, CA        | 
|Lake Norman Hampton Inn                      |  |          | 117   |          |  |  | Charlotte, NC        | 
|Embassy Suites Southfield                    |  |          | 239   |          |  |  | Southfield, MI       | 
|Melbourne Quality Suites                     |  |          | 208   |          |  |  | Melbourne, FL        | 
|Pink Shell Beach Resort                      |  |          | 208   |          |  |  | Fort Myers, FL       | 
|French Lick Springs Resort and Spa           |  |          | 485   |          |  |  | French Lick, IN      | 
|Meadowlands-Lyndhurst Courtyard
	by Marriott |  |          | 227   |          |  |  | Lyndhurst, NJ        | 
|Executive Plaza Hotel                        |  |          | 421   |          |  |  | Chicago, IL          | 
|                                             |  |          |       |          |  |  |                      | 
|                                             |  |          | 9,257 |          |  |  |                      | 
|                                             |  |          |       |          |  |  |                      | 

(b) Office Space

Pursuant to a shared services and office space
agreement, we paid BMC approximately $4,950 per month in 2001
for the right to use certain office space and receive certain
related services.

11



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##### Table of Contents








|        |                  
|------- | -----------------
|Item 3. | Legal Proceedings

We are subject to various legal proceedings and
claims that arise in the ordinary course of business. In our
opinion, the amount of any ultimate liability with respect to
these actions will not materially affect our financial
statements.






|        |                                                     
|------- | ----------------------------------------------------
|Item 4. | Submission of Matters to a Vote of Security
	Holders

There were no matters submitted to a vote of
security holders during the fourth quarter of the fiscal year
covered by this report.




PART II






|        |                                                                       
|------- | ----------------------------------------------------------------------
|Item 5. | Market for Registrants Common Shares and
	Related Shareholder Matters

(a) Market Information

Our common shares are traded on the New York
Stock Exchange under the symbol BOY. The following
table sets forth for the indicated periods the high and low
sales prices for the common shares and the cash distributions
declared per share:

|                               |                                        |             |   |                    |  |       |   |       |  |  |   |      | 
|------------------------------ | -------------------------------------- | ----------- | - | ------------------ |  | ----- | - | ----- |  |  | - | ---- | 
|                               |                                        |             |   |                   
|                               |                                        | Price Range |   | Cash Distributions
|                               |                                        |             |   | Declared Per      
|                               |                                        | High        |   | Low                |  | Share
|                               |                                        |             |   |                    |  |      
|Year Ended December 31, 2000:  |                                        |             |   |                    |  |       |   |       |  |  |   |     
|                               | First Quarter                          |             | $ | 13.44              |  |       | $ | 10.94 |  |  | $ | 0.47 | 
|                               | Second Quarter                         |             | $ | 14.88              |  |       | $ | 11.00 |  |  | $ | 0.47 | 
|                               | Third Quarter                          |             | $ | 14.69              |  |       | $ | 9.56  |  |  | $ | .365 | 
|                               | Fourth Quarter                         |             | $ | 10.44              |  |       | $ | 8.50  |  |  | $ | .365 | 
|Year Ended December 31, 2001:  |                                        |             |   |                    |  |       |   |       |  |  |   |     
|                               | First Quarter                          |             | $ | 11.99              |  |       | $ | 8.50  |  |  | $ | .365 | 
|                               | Second Quarter                         |             | $ | 12.90              |  |       | $ | 10.51 |  |  | $ | .365 | 
|                               | Third Quarter                          |             | $ | 12.98              |  |       | $ | 7.50  |  |  | $ | .365 | 
|                               | Fourth Quarter                         |             | $ | 9.59               |  |       | $ | 6.91  |  |  |   |     | 
|Year Ending December 31, 2002: |                                        |             |   |                    |  |       |   |       |  |  |   |     
|                               | First Quarter (through March 19, 2002) |             | $ | 9.47               |  |       | $ | 7.95  |  |  |   |     | 

(b) Shareholder Information

As of March 19, 2002, there were 910 record
holders of our common shares, including shares held in
street name by nominees who are record holders, and
approximately 14,200 beneficial owners.

In order to comply with certain requirements
related to our qualification as a REIT, our charter limits the
number of common shares that may be owned by any single person
or affiliated group to 9% of the outstanding common shares.

(c) Dividend and Distribution
Information

The declaration and payment of future
distributions is at the discretion of our Board of Directors and
depends on, among other things, our receipt of cash
distributions from the Partnership, our results of operations,
level of indebtedness and restrictions imposed by our lenders,
any contractual restrictions, the annual distribution
requirements under the REIT provisions of the Internal Revenue
Code, economic conditions and other factors considered relevant
by our Board. The level of our cash distributions is determined
by us in light of our cash needs, including our requirements for
investing and financing activities and other anticipated cash
needs.

12



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##### Table of Contents



As a result of the recent economic downturn in
the hotel industry that was exacerbated by the terrorist attacks
on September 11th, and its adverse impact on our cash flow
from operations, our Board of Directors suspended our
fourth-quarter 2001 and first-quarter 2002 dividends. Based on
our current REVPAR and cash flow expectations for 2002, we
expect that management will recommend to the Board to resume the
dividend for the third quarter of 2002, payable during the
fourth quarter, but at a level significantly lower than
historical levels. We hope to be in a position to distribute
approximately 40% to 50% of our annualized funds from operations
(FFO) per share going forward, or approximately
$0.18 per share for the third-quarter payment based on the low
end of our current FFO guidance. There can be no assurance that
we will make any such future distributions.

(d) Sales of Unregistered
Securities

Not applicable.

(e) Use of Proceeds from Sales of
Registered Securities

Not applicable.






|        |                        
|------- | -----------------------
|Item 6. | Selected Financial Data

The following tables set forth selected
historical operating and financial data for Boykin Lodging
Company and BMC. The selected historical financial data has been
derived from the historical financial statements of Boykin and
BMC, as audited by Arthur Andersen LLP, independent public
accountants.

The following selected financial data should be
read in conjunction with Managements Discussion and
Analysis of Financial Condition and Results of Operations
and all of the financial statements and notes thereto included
elsewhere in this Form 10-K.

13



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##### Table of Contents



BOYKIN LODGING COMPANY

SELECTED HISTORICAL OPERATING AND FINANCIAL
DATA

(amounts in thousands, except for per share
data)

|                    |                                                                                                                                            |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |          |        | 
|------------------- | ------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------- | - | ------- | ------ | ---- | - | ------- | ------ | ---- | - | ------- | ------ |  | - | -------- | ------ |  | - | -------- | ------ | 
|                    |                                                                                                                                            |                        
|                    |                                                                                                                                            | Year Ended December 31,
|                    |                                                                                                                                            |                        
|                    |                                                                                                                                            | 2001                    |   | 2000    |        | 1999 |   | 1998    |        | 1997
|                    |                                                                                                                                            |                         |   |         |        |      |   |         |        |     
|OPERATING DATA:     |                                                                                                                                            |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |         
|                    | Total revenues                                                                                                                             |                         | $ | 80,133  |        |      | $ | 93,751  |        |      | $ | 86,159  |        |  | $ | 70,122   |        |  | $ | 38,266   |       
|                    |                                                                                                                                            |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |         
|                    | Real estate related depreciation
	and amortization                                                                                         |                         |   | 28,474  |        |      |   | 30,374  |        |      |   | 28,878  |        |  |   | 21,265   |        |  |   | 10,148   |       
|                    | Property taxes, insurance, general and other                                                                                               |                         |   | 22,563  |        |      |   | 21,577  |        |      |   | 16,149  |        |  |   | 12,158   |        |  |   | 7,577    |       
|                    | Interest expense and amortization of deferred
	financing costs                                                                             |                         |   | 23,121  |        |      |   | 25,533  |        |      |   | 21,408  |        |  |   | 14,498   |        |  |   | 3,107    |       
|                    | Unrealized loss on carrying value of assets                                                                                                |                         |   | 24,000  |        |      |   | 7,000   |        |      |   |        |        |  |   |         |        |  |   |         |       
|                    | Costs associated with termination of leases                                                                                                |                         |   | 15,000  |        |      |   |        |        |      |   |        |        |  |   |         |        |  |   |         |       
|                    |                                                                                                                                            |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |         
|                    | Total expenses                                                                                                                             |                         |   | 113,158 |        |      |   | 84,484  |        |      |   | 66,435  |        |  |   | 47,921   |        |  |   | 20,832   |       
|                    |                                                                                                                                            |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |         
|                    | Equity in income of unconsolidated
	joint ventures                                                                                         |                         |   | 589     |        |      |   | 68      |        |      |   | 23      |        |  |   |         |        |  |   |         |       
|                    | Income (loss) before gain on sale of assets,
	minority interest, extraordinary item and one-time effect of
	change in accounting principle |                         |   | (32,436 | )      |      |   | 9,335   |        |      |   | 19,747  |        |  |   | 22,201   |        |  |   | 17,434   |       
|                    | Gain on sale of assets                                                                                                                     |                         |   | 240     |        |      |   |        |        |      |   |        |        |  |   |         |        |  |   |         |       
|                    | Minority interest                                                                                                                          |                         |   | 2,999   |        |      |   | (919    | )      |      |   | (1,625  | )      |  |   | (2,059   | )      |  |   | (2,210   | )     
|                    |                                                                                                                                            |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |         
|                    | Income (loss) before extraordinary item and
	one-time effect of change in accounting principle                                             |                         |   | (29,197 | )      |      |   | 8,416   |        |      |   | 18,122  |        |  |   | 20,142   |        |  |   | 15,224   |       
|                    | Extraordinary item  loss on early
	extinguishment of debt, net of minority interest                                                       |                         |   |        |        |      |   | (686    | )      |      |   |        |        |  |   | (1,138   | )      |  |   | (882     | )     
|                    |                                                                                                                                            |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |         
|                    | Income (loss) before one-time effect of
	change in accounting principle                                                                    |                         |   | (29,197 | )      |      |   | 7,730   |        |      |   | 18,122  |        |  |   | 19,004   |        |  |   | 14,342   |       
|                    | One-time effect of change in accounting
	principle, net of minority interest                                                               |                         |   | (373    | )      |      |   |        |        |      |   |        |        |  |   |         |        |  |   |         |       
|                    |                                                                                                                                            |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |         
|                    | Net income (loss) applicable to
	common shares                                                                                             |                         | $ | (29,570 | )      |      | $ | 7,730   |        |      | $ | 18,122  |        |  | $ | 19,004   |        |  | $ | 14,342   |       
|                    |                                                                                                                                            |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |         
|EARNINGS PER SHARE: |                                                                                                                                            |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |         
|                    | Net income (loss) per common share:                                                                                                        |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |          |       
|                    |                                                                                                                                            | Basic                   |   | $       | (1.72  | )    |   | $       | 0.45   |      |   | $       | 1.06   |  |   | $        | 1.25   |  |   | $        | 1.51   | 
|                    |                                                                                                                                            | Diluted                 |   | $       | (1.72  | )    |   | $       | 0.45   |      |   | $       | 1.06   |  |   | $        | 1.25   |  |   | $        | 1.49   | 
|                    | Weighted average number of common shares
	outstanding:                                                                                     |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |          |       
|                    |                                                                                                                                            | Basic                   |   |         | 17,176 |      |   |         | 17,137 |      |   |         | 17,063 |  |   |          | 15,252 |  |   |          | 9,523  | 
|                    |                                                                                                                                            | Diluted                 |   |         | 17,281 |      |   |         | 17,305 |      |   |         | 17,127 |  |   |          | 15,252 |  |   |          | 9,595  | 
|OTHER DATA:         |                                                                                                                                            |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |         
|                    | Funds from operations (a)                                                                                                                  |                         | $ | 36,167  |        |      | $ | 46,005  |        |      | $ | 48,189  |        |  | $ | 42,805   |        |  | $ | 27,381   |       
|                    | Net cash provided by operating activities                                                                                                  |                         | $ | 34,043  |        |      | $ | 43,400  |        |      | $ | 51,795  |        |  | $ | 39,960   |        |  | $ | 29,477   |       
|                    | Net cash used for investing activities                                                                                                     |                         | $ | (16,178 | )      |      | $ | (23,515 | )      |      | $ | (26,480 | )      |  | $ | (299,784 | )      |  | $ | (110,554 | )     
|                    | Net cash (used for) provided by
	financing activities                                                                                      |                         | $ | (18,430 | )      |      | $ | (19,681 | )      |      | $ | (26,987 | )      |  | $ | 263,612  |        |  | $ | 61,570   |       
|                    | Dividends declared                                                                                                                         |                         | $ | 19,030  |        |      | $ | 28,889  |        |      | $ | 32,260  |        |  | $ | 30,685   |        |  | $ | 17,150   |       
|                    | Weighted average number of common shares and
	units outstanding:                                                                           |                         |   |         |        |      |   |         |        |      |   |         |        |  |   |          |        |  |   |          |       
|                    |                                                                                                                                            | Basic                   |   |         | 18,467 |      |   |         | 18,428 |      |   |         | 18,354 |  |   |          | 16,549 |  |   |          | 10,883 | 
|                    |                                                                                                                                            | Diluted                 |   |         | 18,572 |      |   |         | 18,596 |      |   |         | 18,418 |  |   |          | 16,549 |  |   |          | 10,905 | 

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|                               |                                     |      |   |         |  |      |   |         |  |  |   |         | 
|------------------------------ | ----------------------------------- | ---- | - | ------- |  | ---- | - | ------- |  |  | - | ------- | 
|                               |                                     | 2001 |   | 2000    |  | 1999
|                               |                                     |      |   |         |  |     
|HISTORICAL BALANCE SHEET DATA: |                                     |      |   |         |  |      |   |         |  |  |   |        
|                               | Investment in hotel properties, net |      | $ | 520,484 |  |      | $ | 565,224 |  |  | $ | 584,875 | 
|                               | Total assets                        |      |   | 559,218 |  |      |   | 600,593 |  |  |   | 606,103 | 
|                               | Total debt                          |      |   | 318,971 |  |      |   | 311,440 |  |  |   | 294,000 | 
|                               | Minority interest                   |      |   | 18,351  |  |      |   | 16,750  |  |  |   | 18,263  | 
|                               | Shareholders equity                |      |   | 202,646 |  |      |   | 253,266 |  |  |   | 273,730 | 



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The White Paper on Funds From Operations approved
	by the Board of Governors of the National Association of Real
	Estate Investment Trusts (NAREIT) in
	October 1999 defines FFO as net income (loss) (computed in
	accordance with GAAP), excluding gains (or losses) from sales of
	properties and extraordinary items, plus real estate related
	depreciation and amortization, and after comparable adjustments
	for unconsolidated entities and joint ventures. We believe that
	FFO is helpful to investors as a measure of the performance of
	an equity REIT because, along with cash flow from operating,
	financing and investing activities, it provides investors with
	an indication of our ability to incur and service debt, make
	capital expenditures and fund other cash needs.

We compute FFO in accordance with standards
established by NAREIT which may not be comparable to FFO
reported by other REITs that do not define the term in
accordance with the current NAREIT definition or that interpret
the NAREIT definition differently than us. FFO does not
represent cash generated from operating activities as determined
by GAAP and should not be considered as an alternative to GAAP
net income as an indication of our financial performance or to
cash flow from operating activities as determined by GAAP as a
measure of our liquidity, nor is it indicative of funds
available to fund our cash needs, including our ability to make
cash distributions. FFO may include funds that may not be
available for managements discretionary use due to
functional requirements to conserve funds for capital
expenditures and property acquisitions, and other commitments
and uncertainties. The following is a reconciliation between net
income (loss) and FFO (in thousands):

|                                                   |  |      |         |      |  |      |        |      |  |      |        |   |  |   |        |   |  |   |        |  
|-------------------------------------------------- |  | ---- | ------- | ---- |  | ---- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | - |  | - | ------ | -
|                                                   |  | 2001 |         | 2000 |  | 1999 |        | 1998 |  | 1997
|                                                   |  |      |         |      |  |      |        |      |  |     
|Net income (loss)                                  |  | $    | (29,570 | )    |  | $    | 7,730  |      |  | $    | 18,122 |   |  | $ | 19,004 |   |  | $ | 14,342 |  
|Real estate related depreciation
	and amortization |  |      | 28,474  |      |  |      | 30,374 |      |  |      | 28,878 |   |  |   | 21,265 |   |  |   | 10,148 |  
|Minority interest                                  |  |      | (2,999  | )    |  |      | 919    |      |  |      | 1,625  |   |  |   | 2,059  |   |  |   | 2,210  |  
|Gain on property insurance recovery                |  |      |        |      |  |      | (407   | )    |  |      |       |   |  |   |       |   |  |   |       |  
|Unrealized loss on carrying value of assets        |  |      | 24,000  |      |  |      | 7,000  |      |  |      |       |   |  |   |       |   |  |   |       |  
|Costs associated with termination of leases        |  |      | 15,000  |      |  |      |       |      |  |      |       |   |  |   |       |   |  |   |       |  
|Gain on sale of assets                             |  |      | (240    | )    |  |      |       |      |  |      |       |   |  |   |       |   |  |   |       |  
|One-time effect of change in
	accounting principle |  |      | 373     |      |  |      |       |      |  |      |       |   |  |   |       |   |  |   |       |  
|Extraordinary item                                 |  |      |        |      |  |      | 686    |      |  |      |       |   |  |   | 1,138  |   |  |   | 882    |  
|Equity in income of unconsolidated
	joint ventures |  |      | (589    | )    |  |      | (68    | )    |  |      | (23    | ) |  |   |       |   |  |   |       |  
|FFO adjustment related to joint ventures           |  |      | 1,718   |      |  |      | (229   | )    |  |      | (413   | ) |  |   | (661   | ) |  |   | (201   | )
|                                                   |  |      |         |      |  |      |        |      |  |      |        |   |  |   |        |   |  |   |        |  
|Funds from operations                              |  | $    | 36,167  |      |  | $    | 46,005 |      |  | $    | 48,189 |   |  | $ | 42,805 |   |  | $ | 27,381 |  
|                                                   |  |      |         |      |  |      |        |      |  |      |        |   |  |   |        |   |  |   |        |  

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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY


SELECTED HISTORICAL OPERATING DATA

(amounts in thousands)

|                |                                            |                         |   |          |         |      |   |          |         |  |   |          |         | 
|--------------- | ------------------------------------------ | ----------------------- | - | -------- | ------- | ---- | - | -------- | ------- |  | - | -------- | ------- | 
|                |                                            |                        
|                |                                            | Year Ended December 31,
|                |                                            |                        
|                |                                            | 2001                    |   | 2000     |         | 1999
|                |                                            |                         |   |          |         |     
|OPERATING DATA: |                                            |                         |   |          |         |      |   |          |         |  |   |         
|                | Room revenue                               |                         | $ | 149,083  |         |      | $ | 173,765  |         |  | $ | 160,528  |        
|                | Food and beverage revenue                  |                         |   | 69,450   |         |      |   | 76,731   |         |  |   | 75,140   |        
|                | Other hotel revenue                        |                         |   | 13,928   |         |      |   | 16,230   |         |  |   | 16,753   |        
|                |                                            |                         |   |          |         |      |   |          |         |  |   |         
|                |                                            | Total hotel revenues    |   |          | 232,461 |      |   |          | 266,726 |  |   |          | 252,421 | 
|                | Other revenue                              |                         |   | 3,533    |         |      |   | 2,690    |         |  |   | 2,670    |        
|                |                                            |                         |   |          |         |      |   |          |         |  |   |         
|                | Total revenues                             |                         |   | 235,994  |         |      |   | 269,416  |         |  |   | 255,091  |        
|                | Operating expenses                         |                         |   | (169,415 | )       |      |   | (187,166 | )       |  |   | (178,602 | )      
|                |                                            |                         |   |          |         |      |   |          |         |  |   |         
|                | Operating income                           |                         |   | 66,579   |         |      |   | 82,250   |         |  |   | 76,489   |        
|                | Gain on termination of leases, net         |                         |   | 12,604   |         |      |   |         |         |  |   |         |        
|                | Cost of goods sold of non-hotel operations |                         |   | (15      | )       |      |   | (248     | )       |  |   | (517     | )      
|                | Percentage lease expense                   |                         |   | (64,175  | )       |      |   | (78,819  | )       |  |   | (73,289  | )      
|                |                                            |                         |   |          |         |      |   |          |         |  |   |         
|                | Net income                                 |                         | $ | 14,993   |         |      | $ | 3,183    |         |  | $ | 2,683    |        
|                |                                            |                         |   |          |         |      |   |          |         |  |   |         






|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|Item 7. | Managements Discussion and Analysis of
	Financial Condition and Results of Operations

Boykins Formation and Significant
Events

Boykin Lodging Company was formed and completed
an initial public offering in 1996 to continue and expand the
over 40-year history of hotel ownership, acquisition,
redevelopment and repositioning activities of its predecessors,
Boykin Management Company and its affiliates (the Boykin
Group). Boykin Hotel Properties, L.P., an Ohio limited
partnership (the Partnership), is the operating
partnership entity that transacts business and holds the direct
and indirect ownership interests in our hotels. As of
March 19, 2002, Boykin Lodging Company has an 85.0%
ownership interest in, is the sole general partner of and does
all its business through the Partnership.

Since our initial public offering, we have
increased our portfolio by using capital raised through a
combination of common share issuances, various debt financings,
capital from strategic joint venture partners and cash flow
generated from operations.



| |   |                                                                                                                                                                                                                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | We currently have strategic alliances with four
	hotel operators and own four hotels with them through joint
	venture structures. In 1999, we also formed a joint venture with
	AEW Partners III, L.P. (AEW) and, through that joint
	venture, we purchased a hotel located in downtown Chicago.                                                                                         
|
| |  | At the end of 2001, we had $319.0 million of
	debt outstanding under various debt instruments.                                                                                                                                                                                                                                                                                             
|
| |  | Effective January 1, 2002, we took advantage
	of the restructuring available under the REIT Modernization Act
	and acquired leasehold interests in 28 hotels from two of our
	operators. Following this transaction, 31 of our 33 hotels are
	operated under the taxable REIT subsidiary (TRS)
	structure whereby the hotels are leased to a wholly owned
	subsidiary of the Partnership.

At the end of 2001, we owned interests in 33
hotels containing a total of 9,249 guestrooms located in 19
different states. Upon completion of the renovation and
rebranding of the Lyndhurst, New Jersey property to a Courtyard
by Marriott in February 2002, an additional eight rooms
were available at the property, thereby increasing our number of
guestrooms to 9,257.

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##### Table of Contents



Significant Accounting Policies

The significant accounting policies which we
believe are the most critical to fully understand and evaluate
our reported financial results include the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Revenue recognition.Through December 31, 2001, our
        principal source of revenue was lease payments from lessees
        pursuant to percentage lease agreements. Percentage lease
        revenue is based upon the room, food and beverage and other
        revenues of our hotels. We recognize lease revenue for interim
        and annual reporting purposes on an accrual basis pursuant to
        the terms of the respective percentage leases and on an interim
        basis in accordance with the Securities and Exchange Commission
        (SEC) Staff Accounting Bulletin (SAB)
        No. 101 Revenue Recognition in Financial
        Statements. Under the provisions of SAB No. 101, a
        portion of our percentage lease revenues, which historically
        were recognized in the first, second, and third quarters, are
        deferred and recognized in the fourth quarter. SAB No. 101
        impacts the interim reporting of revenues related to our leases,
        but has no impact on interim cash flow or year-end results of
        operations. In 2002 and beyond, SAB No. 101 only impacts
        the consolidated statement of operations for the lease revenues
        related to the two hotels not operated under the TRS structure
        as lease revenues from hotels operated under the TRS will be
        eliminated in consolidation.
|
| |   | Commencing in 2002, as a result of the TRS
transaction, our principal source of revenue is the revenues
generated from hotel operations. The rooms, food and beverage
and other revenue of the hotels are recognized as the services
are provided.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Impairment of long-lived assets.We review our hotel properties for
        impairment whenever events or changes in circumstances indicate
        the carrying value of the hotel properties may not be
        recoverable. Events or circumstances that may cause us to
        perform our review include, but are not limited to, adverse
        changes in the demand for lodging at our properties due to
        declining national or local economic conditions and/or new hotel
        construction in markets where our hotels are located. When such
        conditions exist, management performs an analysis to determine
        if the estimated future cash flows from operations and the
        proceeds from the ultimate disposition of a hotel property
        exceed its carrying value. If the estimated undiscounted future
        cash flows are less than the carrying amount of the asset, an
        adjustment to reduce the carrying amount to the related hotel
        propertys estimated fair market value is recorded and an
        impairment loss recognized.
|
| |   | In the fourth quarter of 2001 and 2000, we
recorded charges of $24,000 and $7,000, respectively, for
unrealized losses on the carrying value of several hotels due to
their book value exceeding their net realizable value. We do not
believe that there are any factors or circumstances indicating
impairment of any other of our investments in hotel properties
at this time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| |   | We estimate the fair market values of our
properties through a combination of each propertys
expected cash flow generated from operations, holding period and
ultimate proceeds from disposition. In projecting the expected
cash flows from operations of the asset, we base our estimates
on future projected earnings before interest expense, income
taxes, depreciation and amortization, or EBITDA, and deduct
expected capital expenditure requirements. We then apply growth
assumptions to project these amounts over the expected holding
period of the asset. Our growth assumptions are based on
estimated inflationary increases in room rates and expenses and
the demand for lodging at our properties, as impacted by local
and national economic conditions and estimated or known future
new hotel supply. The estimated proceeds from disposition are
judgmentally determined based on a combination of anticipated
cash flow in the year of disposition, cap rate, ratio of selling
price to gross hotel revenues and selling price per room.                                       
|
| |   | If actual conditions differ from those in our
assumptions, the actual results of each assets future
operations and fair market value could be significantly
different from the estimated results and value used in our
analysis. Our operating results are also subject to the risks
set forth under Item 7 of this Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | Use of estimates.The preparation of our consolidated
        financial statements in conformity with accounting principles
        generally accepted in the United States requires us to make
        certain estimates and assumptions that we believe are reasonable
        based upon the current information available. These estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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| |  |                                                                                                                                                                                                                      
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | and assumptions affect the reported amounts of
        assets and liabilities at the date of the financial statements
        and the reported amounts of revenues and expenses during the
        periods presented.

Our significant accounting policies are more
fully described in Note 2 to our consolidated financial
statements included within this Form 10-K.

Results of Operations

The following discusses our historical results of
operations for 2001 compared to 2000 and 2000 compared to 1999.
Because the rent we collected from BMC and its subsidiaries
constituted a significant portion of our lease revenues in these
periods, we believe that a discussion of the historical
operations of BMC is also important to understand our business.

Boykin Lodging Company



| |                                                                                       
| | --------------------------------------------------------------------------------------
| | Results of Operations Year Ended
        December 31, 2001 Compared to Year Ended 2000

Our percentage lease revenue decreased 16.1% to
$72.0 million from $85.9 million in 2000 due to a 9.3%
decrease in consolidated hotel revenues. Our percentage lease
revenue is driven by hotel revenues which are, in turn, driven
by average daily rate (ADR), occupancy, and room
revenue per available room (REVPAR). The following
table sets forth the operating data of the hotels owned by us as
of December 31, 2001 (including those owned by
unconsolidated joint ventures), without regard to when we
acquired the hotels.

|                                          |  |      |       |           |  |        |       |      |  |      |      |       |  |      |      |      |  |       |      |   |  |  |      |   |  |   |       |  |  |   |       |  |  |  |      |  
|----------------------------------------- |  | ---- | ----- | --------- |  | ------ | ----- | ---- |  | ---- | ---- | ----- |  | ---- | ---- | ---- |  | ----- | ---- | - |  |  | ---- | - |  | - | ----- |  |  | - | ----- |  |  |  | ---- | -
|                                          |  |      |       |           |  |       
|                                          |  | ADR  |       | Occupancy |  | REVPAR
|                                          |  |      |       |           |  |       
|                                          |  | 2001 |       | 2000      |  | % Chg  |       | 2001 |  | 2000 |      | % Chg |  | 2001 |      | 2000 |  | % Chg
|                                          |  |      |       |           |  |        |       |      |  |      |      |       |  |      |      |      |  |      
|All Hotels (33 Hotels) (a)                |  | $    | 93.82 |           |  | $      | 95.05 |      |  |      | -1.3 | %     |  |      | 62.2 | %    |  |       | 67.4 | % |  |  | -7.7 | % |  | $ | 58.30 |  |  | $ | 64.04 |  |  |  | -9.0 | %
|Comparable Hotels (30 Hotels) (b)         |  | $    | 93.60 |           |  | $      | 94.46 |      |  |      | -0.9 | %     |  |      | 62.2 | %    |  |       | 67.5 | % |  |  | -7.9 | % |  | $ | 58.25 |  |  | $ | 63.73 |  |  |  | -8.6 | %
|Acquired Doubletree Portfolio (10 hotels) |  | $    | 85.54 |           |  | $      | 85.41 |      |  |      | 0.2  | %     |  |      | 66.2 | %    |  |       | 70.3 | % |  |  | -5.8 | % |  | $ | 56.62 |  |  | $ | 60.02 |  |  |  | -5.7 | %



|    |                                                                                          
|--- | -----------------------------------------------------------------------------------------
|(a) | Includes all hotels we owned at the end of 2001,
        including predecessors results.



|    |                                          
|--- | -----------------------------------------
|(b) | Includes hotels we owned in both periods.

The decrease in hotel revenues from the prior
year, and resultant decrease in our lease revenues, resulted
from the weak hotel operating environment. During the first
eight months of 2001, lodging demand declined modestly due to
the softening economy; following September 11th, the
decline in demand was more severe. Another factor contributing
to the decrease in revenues was the sale of the Daytona Beach
Radisson Resort in January 2001, which generated lease
revenues of $1.7 million in 2000. Additionally, in
February 2000, we took over the Radisson Hotel Mt. Laurel.
In 2000, we recorded lease revenue of $.3 million related
to Mt. Laurel. Since the take over and throughout 2001, instead
of percentage lease revenues, Mt. Laurels hotel revenues
and expenses are reflected in the results of operations.
Percentage lease revenue payable by related parties, BMC and
Westboy, represented $60.2 million, or 83.7% of the total
percentage lease revenue in 2001, compared to
$71.9 million, or 83.8% of total percentage lease revenue,
in 2000.

The net loss of $29.6 million in 2001 versus
net income of $7.7 million in 2000 resulted from, among
other things, the following:



| |   |                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a one-time $15.0 million charge related to
        the acquisition and termination of 28 leasehold interests, of
        which $11.4 million was non-cash;                                                
|
| |  | a $24.0 million non-cash charge to reduce
        the carrying value of eight properties to their net realizable
        value;                                                                           
|
| |  | a charge of $.4 million for the one-time
        effect of a change in accounting principle related to the
        write-down of a derivative asset pursuant to the adoption of
        SFAS No. 133; and,

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##### Table of Contents





| |   |                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| |  | a gain on property insurance recovery of
	$.4 million recorded in 2000 related to property damage at
	our two Melbourne, Florida hotels.

These items were offset by reduced expenses or
additional income in 2001 due to:



| |   |                                                                                                                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | minority interest income of $3.0 million due
	to the net losses incurred by the Partnership versus minority
	interest expense of $.9 million in 2000;                                                                                                                                                                                                                         
|
| |  | a $1.9 million decrease in real estate
	related depreciation and amortization primarily related to three
	assets for which no depreciation was charged while they were
	classified as held for sale through the first three quarters of
	2001 and the sale of the Daytona property in January 2001
	for which approximately $.5 million of depreciation was
	recorded in 2000;
|
| |  | a $2.4 million decrease in interest expense
	due to significant decreases in interest rates on outstanding
	borrowings;                                                                                                                                                                                                                                                       
|
| |  | a $.2 million gain on the sale of our
	Daytona Beach Radisson Resort in January 2001; and                                                                                                                                                                                                                                                                                     
|
| |  | the non-recurring $.7 million extraordinary
	loss on extinguishment of debt in 2000.                                                                                                                                                                                                                                                                                          

Our FFO in 2001 was $36.2 million compared
to $46.0 million in 2000. For a definition of FFO,
reconciliation of net income to FFO and discussion of why we
believe FFO is an important measure to investors of a
REITs financial performance, please see Item 6
Selected Financial Data on page 15.



| |                                                                                
| | -------------------------------------------------------------------------------
| | Results of Operations Year Ended
	December 31, 2000 Compared to Year Ended 1999

Our percentage lease revenue increased to
$85.9 million in 2000 from $85.3 million in 1999. This
increase was due to increased percentage lease revenues from our
lessees of $2.4 million, offset by a $1.8 million
decrease in percentage lease revenue attributable to our
foreclosure of the Radisson Hotel Mt. Laurel lease in
February 2000 from the prior lessee. Instead of percentage
lease revenues, the hotels revenues of $6.7 million
and hotel operating expenses of $5.4 million are reflected
in the results of operations in 2000. The overall impact of the
foreclosure was a decrease in net income of $.7 million in
2000. Percentage lease revenue payable by BMC is
$71.9 million, or 83.8% of total percentage lease revenue
in 2000, compared to $70.9 million, or 83.1% of percentage
lease revenues 1999.

The main driver of our percentage lease revenues
is hotel revenues, which are driven by ADR, occupancy, and
REVPAR. For all hotels owned by us as of December 31, 2000
(including the unconsolidated Executive Plaza Hotel), there was
a 2.1% increase in REVPAR compared to 1999.

Income before minority interests and
extraordinary item decreased from $19.7 million in 1999 to
$9.3 million in 2000. As a percent of total revenues,
income before minority interests and extraordinary item
decreased to 10.0% in 2000 from 22.9% in 1999, primarily
resulting from:



| |   |                                                                                                                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a $7.0 million charge for unrealized losses
	on the carrying value of certain Doubletree hotels;                                                                                                                                                    
|
| |  | an increase in interest expense to
	$24.3 million in 2000, or 25.9% of total revenues, compared
	to $20.6 million, or 23.9%, in 1999, primarily due to
	higher interest rates and an increase in the average outstanding
	debt balances in 2000; and
|
| |  | an increase in real estate related depreciation
	and amortization, as a percent of percentage lease revenue, to
	35.4% in 2000 from 33.9% in 1999.                                                                                                  

Increased capital expenditures from renovations
increased depreciation expense in 2000 over 1999. Higher
interest rates on our variable rate debt, which increased to
approximately 8.4% in 2000 from 7.0% in 1999, along with higher
average outstanding debt balances, caused interest expense to
increase over 1999.

Net income was $7.7 million in 2000 compared
to $18.1 million in 1999. As a percent of total revenue,
net income decreased from 21.0% in 1999 to 8.2% in 2000.
Minority interest applicable to the operating partnership and
joint venture partnerships included in income before
extraordinary item was $.9 million in 2000, or 1% of total
revenues, compared to $1.6 million, or 1.9% in 1999. The
extraordinary loss (net of minority interest of $59)

19



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of $686 in 2000 represented the write-off of
deferred financing costs associated with our former line of
credit which was replaced in the third quarter of 2000.


BMC



| |                                                                                
| | -------------------------------------------------------------------------------
| | Results of Operations Year Ended
	December 31, 2001 Compared to Year Ended 2000

For the year ended December 31, 2001, BMC
had hotel revenues of $232.5 million compared to
$266.7 million in 2000. The decrease was primarily due to
the events of September 11th and the slowdown in travel in
the subsequent months combined with the continued softening
demand as a result of the slowing economy. The sale of the
Daytona Beach Radisson Resort in January 2001 also
contributed to the decrease in hotel revenues, as
$5.5 million of revenues were recorded in 2000 versus
$.1 million in 2001.

Percentage lease expense during 2001 was
$64.2 million, or 27.6% of hotel revenues, compared to
$78.8 million, or 29.5% of hotel revenues, in 2000.
Departmental and other hotel operating expenses, consisting
primarily of rooms expenses, food and beverage costs, franchise
fees, utilities, repairs and maintenance, and other general and
administrative expenses of the hotels were $169.4 million
in 2001 compared to $187.2 million in 2000. As a percent of
hotel revenues, the departmental and other hotel operating
expenses increased to 72.9% in 2001 from 70.2% in 2000, because
of falloff in demand during 2001.



| |                                                                                
| | -------------------------------------------------------------------------------
| | Results of Operations Year Ended
	December 31, 2000 Compared to Year Ended 1999

For the year ended December 31, 2000, BMC
had hotel revenues of $266.7 million compared to
$252.4 million in 1999. The increase was primarily due to
the addition of the Executive Plaza Hotel in which a subsidiary
of BMC commenced operations at the end of August 1999.

Percentage lease expense during 2000 was
$78.8 million, or 29.5% of hotel revenues, compared to
$73.3 million, or 29.0% of hotel revenues, in 1999.
Departmental and other hotel operating expenses, consisting
primarily of rooms expenses, food and beverage costs, franchise
fees, utilities, repairs and maintenance, and other general and
administrative expenses of the hotels, were $187.2 million
in 2000 compared to $178.6 million in 1999. As a percent of
hotel revenues, the departmental and other hotel operating
expenses decreased to 70.2% in 2000 from 70.7% in 1999, because
of increases in hotel revenues at a higher rate relative to
increased expenses incurred.

Liquidity and Capital Resources

Historically, our primary source of cash to meet
our cash requirements, including distributions to shareholders,
was our share of the Partnerships cash flow from the
percentage leases. The lessees obligations under the
percentage leases were largely unsecured and the lessees
ability to make rent payments to the Partnership under the
percentage leases was substantially dependent upon the
lessees ability to generate sufficient cash flow from the
operation of the hotels. Going forward, under the TRS structure,
our primary source of cash will be our share of the
Partnerships cash flow from the operations of the hotels.

As of December 31, 2001, we had
$3.6 million of unrestricted cash and cash equivalents, and
$9.4 million of restricted cash for the payment of capital
expenditures, real estate tax and insurance. We had outstanding
borrowings totaling $39.0 million and $280.0 million
against our credit facility and term notes payable, respectively.

As of December 31, 2001, we had a
$100 million credit facility available, as limited under
terms of the credit agreement, to fund acquisitions of
additional hotels, renovations and capital expenditures, and for
our working capital needs. For information relating to the terms
of our credit facility and our $130 million,
$45 million, and $108 million term notes payable,
please see Notes 5 and 6, respectively, of the Notes to
Consolidated Financial Statements of Boykin Lodging Company
included in this Form 10-K.

Our $130 million and $108 million term
notes payable are property-specific mortgages and pose no
covenant compliance issues. The $39 million drawn on the
credit facility as of December 31, 2001 and the
$45 million term note contain covenant formulas regarding
our overall leverage and debt service coverage. As anticipated,
at

20



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December 31, 2001, we were not in compliance
with these covenants, but were granted a waiver for such
non-compliance by our banks. In March 2002, we amended both
debt facilities in order to, among other things, ease these
leverage and debt service coverage covenants. We eliminated
unused capacity on our credit facility that we were paying
non-use fees on by reducing the facility from $100 million
to $65 million. We also were able to obtain the option to
automatically extend the maturity date on the $45 million
facility from its scheduled October 2002 maturity to
July 2003, the same time the credit facility matures. We
expect that our interest expense under these amended facilities
will increase by approximately $0.2 to $0.3 million per
quarter and that our quarterly amortization expense related to
deferred financing costs will increase by approximately
$0.1 million per quarter.


The terms of the amendment to our credit facility
contain more restrictive provisions than before relative to,
among other things, our acquisition and capital expenditure
activity, as well as the amount of distributions we may pay out.
Specifically, we may only use up to $5 million of proceeds
under our credit facility for new acquisitions and, except for
the ability to complete our renovations and expansion projects
at our Chicago, Meadowlands and Pink Shell properties, our
capital expenditures may not exceed 5% of our total hotel
revenues. In addition, dividends on our common shares can not
exceed the lesser of 50% of our FFO or $3.8 million per
quarter, subject to certain exceptions, one being that we are
entitled to distribute up to 100% of REIT taxable income. The
terms of the amendments also provide that these restrictions may
cease once our financial covenant tests are back in line with
the thresholds provided for in the original credit facility
agreements. Based upon our current REVPAR and cash flow
expectations, we expect to be in compliance with our covenants
under the amended facilities throughout 2002. We can not
guarantee that our actual results will not differ materially
from our expectations.

We may seek to negotiate additional credit
facilities, replacement credit facilities, or we may issue debt
instruments. Any debt incurred or issued by us may be secured or
unsecured, long-term, medium-term or short-term, bear interest
at a fixed or variable rate, and be subject to such other terms
as the Board of Directors considers prudent. The availability of
borrowings under the credit facility is restrained by borrowing
base and loan-to-value limits, as well as other financial
performance covenants contained in the agreement. There can be
no assurance that funds will be available in anticipated amounts
from the credit facility.

The impact of the recent weak hotel operating
environment and the events of September 11th on our cash
flow and balance sheet has been dramatic. We suspended the
fourth quarter 2001 dividend and recently announced that the
suspension would continue through the first quarter 2002. At
this time, based on our current REVPAR and cash flow
expectations, we anticipate that we will reinstate our dividend
for the third quarter of 2002, payable during the fourth
quarter, but at a level significantly lower than historical
levels. We hope to be in a position to distribute approximately
40% to 50% of our annualized FFO per share going forward, or
approximately $0.18 per share for the third-quarter payment
based on the low end of our current FFO guidance. Our priorities
are to conserve cash and maintain our leverage to allow us to
take advantage of opportunities in the marketplace.

In 2002, we expect to spend approximately
$13 million in renovations at our hotels, excluding the
Pink Shell and Chicago Executive Plaza projects discussed below.
This amount primarily includes planned refurbishments and
replacements at selected existing hotels. We expect to use cash
available from operations and restricted capital expenditure
reserves, as well as borrowings under our line or credit to fund
our 2002 renovations.

We also continue to work on an expansion project
at the Pink Shell Beach Resort, which would increase the resort
by 39 rooms. Although we are not obligated at this point to
proceed with the project, our plan would be to demolish 53
cottage units, or about 25% of the rooms at the resort. We would
then construct a 92-unit tower called White Sand Villas that
would significantly upgrade the character of the resort. The
units in the new tower would be sold as condominiums, with the
expectation that the owners would put their unused room nights
back to the resort by contract. We anticipate that we will only
proceed with the approximate $27 million expansion project
when we have enough pre-sales of these units to fund our
construction costs and we have secured financing.

Our approximate $20 million renovation of
the Chicago Executive Plaza hotel is scheduled for completion in
the third quarter of 2002. During 2001, the joint venture which
owns the property spent approximately $5 million

21



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##### Table of Contents



towards the total renovation costs. The remaining
funding will be provided through equity contributions to the
joint venture and draws on the construction loan previously
secured. We intend to provide $3.5 million of equity
funding in 2002 utilizing our credit facility.


We have an active shelf registration statement
with the Securities and Exchange Commission for the issuance of
up to $187.5 million in securities. Securities issued under
this registration statement may be preferred shares, depository
shares, common shares or any combination thereof, and may be
issued at different times, depending on market conditions.
Warrants to purchase these securities may also be issued. The
terms of issuance of any securities covered by this registration
statement would be determined at the time of their offering.

Inflation

Operators of hotels in general can change room
rates quickly, but competitive pressures may limit the
operators ability to raise rates to keep pace with
inflation.

Our general and administrative costs as well as
real estate and personal property taxes, property and casualty
insurance and ground rent are subject to inflation.

Seasonality

Our hotels operations historically have
been seasonal. Twenty-nine of our hotels maintain higher
occupancy rates during the second and third quarters. The four
hotels located in Florida experience their highest occupancy in
the first quarter. This seasonality pattern can be expected to
cause fluctuations in our quarterly cash flow received from
hotel operations.

Competition and Other Economic
Factors

Our hotels are located in developed areas that
contain other hotel properties. The future occupancy, ADR and
REVPAR of any hotel could be materially and adversely affected
by an increase in the number of or quality of the competitive
hotel properties in its market area. Competition could also
affect the quality and quantity of future investment
opportunities, or our ability to sell existing properties.

As a portion of the lodging industrys sales
are based upon business, commercial and leisure travel, changes
in general economic conditions, demographics, or changes in
local business economics, could affect these and other travel
segments. This may affect demand for rooms, which would affect
hotel revenues.

Please refer to Item 1(c) of this
Form 10-K for further discussion regarding Competition.

New Accounting Pronouncements

Effective January 1, 2001, we adopted the
provisions of Statement of Financial Accounting Standards
(SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities. This statement
requires companies to carry all derivative instruments including
embedded derivatives in the balance sheet at fair value.

During 2001, the Financial Accounting Standards
Board issued SFAS No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets. SFAS
No. 144 supersedes SFAS No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of. SFAS No. 144 also established a
single accounting model for long-lived assets to be disposed of
by sale. We are currently in the process of evaluating the
effect this new standard will have on our consolidated financial
position or results of operations, if any. See Footnote 2 to the
Consolidated Financial Statements for further information.

22



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##### Table of Contents








|         |                                                            
|-------- | -----------------------------------------------------------
|Item 7A. | Quantitative and Qualitative Disclosures About
	Market Risk

Interest Rate Risk

Our primary market risk exposure consists of
changes in interest rates on borrowings under our debt
instruments that bear interest at variable rates that fluctuate
with market interest rates. These debt instruments include our
$65 million secured credit facility, our $45 million
secured term loan, our $108 million secured term loan and our
share of floating rate debt under our unconsolidated joint
ventures of $19.7 million.

We have entered into both variable and fixed rate
debt arrangements to allow us to optimize the balance of using
variable rate debt versus fixed rate debt. Our variable rate
debt allows us to maximize financial flexibility when selling
properties and minimize potential prepayment penalties on fixed
rate loans. Our $130 million, 6.9% fixed rate term note
allows us to minimize our interest rate risk exposure. In
March 2001, we also purchased interest protection on
$83 million of our floating rate debt that fixes the
overall interest rate on this debt at 7.32%. Approximately 66%
of our outstanding debt at December 31, 2001 is fixed-rate
in nature, compared with 41% at the end of 2000. The weighted
average interest rate of our variable rate debt was 5.1% as of
December 31, 2001.

We review interest rate exposure continuously in
an effort to minimize the risk of interest rate fluctuations. It
is our policy to manage our exposure to fluctuations in market
interest rates on our borrowings, through the use of fixed rate
debt instruments, to the extent that reasonably favorable rates
are obtainable with such arrangements, and after considering the
need for financial flexibility related to our debt arrangements.
We may enter into forward interest rate agreements, or similar
agreements, to hedge our variable rate debt instruments where we
believe the risk of adverse changes in market rates is
significant. Under a forward interest rate agreement, if the
referenced interest rate increases, we would be entitled to a
receipt in settlement of the agreement that economically would
offset the higher financing cost of the debt issued. If the
referenced interest rate decreases, we would make payments in
settlement of the agreement, creating an expense that
economically would offset the reduced financing cost of the debt
issued. Other than the interest protection agreement discussed
above, we do not have any other material market-sensitive
financial instruments.

We do not believe that changes in market interest
rates will have a material impact on the performance or fair
value of our hotel portfolio as the value of our hotel portfolio
is based primarily on the operating cash flow of the hotels,
before interest expense charges. However, a change of 1/4% in
the index rate to which our variable rate debt is tied would
change our annual interest incurred by $.3 million, based
upon the balances outstanding on our variable rate instruments
at December 31, 2001.






|        |                                                         
|------- | --------------------------------------------------------
|Item 8. | Consolidated Financial Statements and
	Supplemental Data

See Index to the Financial Statements on page F-1.






|        |                                                                                      
|------- | -------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with Accountants
	on Accounting and Financial Disclosure

Not applicable.

23



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##### Table of Contents






PART III






|         |                                                    
|-------- | ---------------------------------------------------
|Item 10. | Directors and Executive Officers of the
	Registrant

The information required by this Item 10 is
incorporated by reference to the information under the headings
Election of Directors and Section 16(a)
Beneficial Ownership Reporting Compliance contained in
Boykins Proxy Statement in connection with its Annual
Meeting of Shareholders to be held on May 30, 2002, and the
information under the heading Executive Officers in
Part I of this Annual Report on Form 10-K.






|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

The information required by this Item 11 is
incorporated by reference to the information under the heading
Executive Compensation contained in Boykins
Proxy Statement in connection with its Annual Meeting of
Shareholders to be held on May 30, 2002.






|         |                                                                
|-------- | ---------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
	Owners and Management

The information required by this Item 12 is
incorporated by reference to the information under the heading
Security Ownership of Certain Beneficial Owners and
Management contained in Boykins Proxy Statement in
connection with its Annual Meeting of Shareholders to be held on
May 30, 2002.






|         |                                                
|-------- | -----------------------------------------------
|Item 13. | Certain Relationships and Related
	Transactions

The information required by this Item 13 is
incorporated by reference to the information under the heading
Transactions with Management contained in
Boykins Proxy Statement in connection with its Annual
Meeting of Shareholders to be held on May 30, 2002.

24



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##### Table of Contents



BOYKIN LODGING COMPANY

AS OF DECEMBER 31, 2001 AND 2000





INDEX TO FINANCIAL STATEMENTS

|                                                                             |                                                                                                                       |  |  |      | 
|---------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- |  |  | ---- | 
|Boykin Lodging
	Company:                                                     |                                                                                                                       |  |  |     
|                                                                             | Report of Independent Public Accountants                                                                              |  |  | F-2  | 
|                                                                             | Consolidated Balance Sheets as of
	December 31, 2001 and 2000                                                         |  |  | F-3  | 
|                                                                             | Consolidated Statements of Operations and
	Comprehensive Income for the Years Ended December 31,
	2001, 2000 and 1999 |  |  | F-4  | 
|                                                                             | Consolidated Statements of Shareholders
	Equity for the Years Ended December 31, 2001, 2000
	and 1999                |  |  | F-5  | 
|                                                                             | Consolidated Statements of Cash Flows for the
	Years Ended December 31, 2001, 2000 and 1999                           |  |  | F-6  | 
|                                                                             | Notes to Consolidated Financial Statements                                                                            |  |  | F-7  | 
|                                                                             | Schedule III  Real Estate and
	Accumulated Depreciation as of December 31, 2001                                      |  |  | F-23 | 
|                                                                            
|Boykin Management Company Limited Liability
	Company and Subsidiaries (BMC): |                                                                                                                       |  |  |     
|                                                                             | Report of Independent Public Accountants                                                                              |  |  | F-25 | 
|                                                                             | Consolidated Balance Sheets as of
	December 31, 2001 and 2000                                                         |  |  | F-26 | 
|                                                                             | Consolidated Statements of Operations and
	Comprehensive Income for the Years Ended December 31,
	2001, 2000 and 1999 |  |  | F-27 | 
|                                                                             | Consolidated Statements of Members Capital
	for the Years Ended December 31, 2001, 2000 and 1999                     |  |  | F-28 | 
|                                                                             | Consolidated Statements of Cash Flows for the
	Years Ended December 31, 2001, 2000 and 1999                           |  |  | F-29 | 
|                                                                             | Notes to Consolidated Financial Statements                                                                            |  |  | F-30 | 

F-1



---



##### Table of Contents



REPORT OF INDEPENDENT PUBLIC
ACCOUNTANTS

To the Shareholders and Board of Directors of

Boykin Lodging Company:


We have audited the accompanying consolidated
balance sheets of Boykin Lodging Company (an Ohio corporation)
and subsidiaries as of December 31, 2001 and 2000 and the
related consolidated statements of operations and comprehensive
income, shareholders equity and cash flows for each of the
three years in the period ended December 31, 2001. These
financial statements and the schedule referred to below are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We conducted our audits in accordance with
auditing standards generally accepted in the United States.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial
position of Boykin Lodging Company and subsidiaries as of
December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the three years in
the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States.

As explained in Note 2 to the consolidated
financial statements, effective January 1, 2001, Boykin
Lodging Company changed its method of accounting for derivative
financial instruments.

Our audit was made for the purpose of forming an
opinion on the basic financial statements taken as a whole. The
schedule listed in the index to financial statements is the
responsibility of Boykin Lodging Companys management and
is presented for purposes of complying with the Securities and
Exchange Commissions rules and is not part of the basic
financial statements. The schedule has been subjected to the
auditing procedures applied in the audit of the basic financial
statements and, in our opinion, fairly states in all material
respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

ARTHUR ANDERSEN LLP

Cleveland, Ohio,

March 22, 2002.


F-2



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##### Table of Contents



BOYKIN LODGING COMPANY

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2001 AND 2000

(dollar amounts in thousands)

|                                                                  |                                                                                                                                                            |      |         |          |   |   |         |         |  
|----------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------- | -------- | - | - | ------- | ------- | -
|                                                                  |                                                                                                                                                            | 2001 |         | 2000    
|                                                                  |                                                                                                                                                            |      |         |         
|ASSETS                                                            |                                                                                                                                                            |      |         |          |   |   |         |        
|Investment in hotel properties, net                               |                                                                                                                                                            | $    | 520,484 |          |   | $ | 565,224 |        
|Cash and cash equivalents                                         |                                                                                                                                                            |      | 3,610   |          |   |   | 4,175   |        
|Receivable from related party related to lease
	terminations      |                                                                                                                                                            |      | 2,008   |          |   |   |        |        
|Rent receivable from lessees:                                     |                                                                                                                                                            |      |         |          |   |   |         |        
|                                                                  | Related party lessees                                                                                                                                      |      |         | 1,118    |   |   |         | 4,632   |  
|                                                                  | Third party lessees                                                                                                                                        |      |         | 341      |   |   |         | 652     |  
|Deferred expenses, net                                            |                                                                                                                                                            |      | 4,588   |          |   |   | 6,200   |        
|Restricted cash                                                   |                                                                                                                                                            |      | 9,423   |          |   |   | 7,034   |        
|Investment in unconsolidated joint ventures                       |                                                                                                                                                            |      | 14,973  |          |   |   | 10,291  |        
|Other assets                                                      |                                                                                                                                                            |      | 2,673   |          |   |   | 2,385   |        
|                                                                  |                                                                                                                                                            |      |         |          |   |   |         |        
|                                                                  |                                                                                                                                                            | $    | 559,218 |          |   | $ | 600,593 |        
|                                                                  |                                                                                                                                                            |      |         |          |   |   |         |        
|LIABILITIES AND SHAREHOLDERS
	EQUITY                             |                                                                                                                                                            |      |         |          |   |   |         |        
|Borrowings against credit facility                                |                                                                                                                                                            | $    | 39,000  |          |   | $ | 29,500  |        
|Term notes payable                                                |                                                                                                                                                            |      | 279,971 |          |   |   | 281,940 |        
|Accounts payable and accrued expenses                             |                                                                                                                                                            |      | 15,239  |          |   |   | 9,533   |        
|Net liabilities assumed in connection with
	termination of leases |                                                                                                                                                            |      | 3,515   |          |   |   |        |        
|Due to:                                                           |                                                                                                                                                            |      |         |          |   |   |         |        
|                                                                  | Related party lessees                                                                                                                                      |      |         | 90       |   |   |         | 2,056   |  
|                                                                  | Third party lessees                                                                                                                                        |      |         | 406      |   |   |         | 757     |  
|Dividends/distributions payable                                   |                                                                                                                                                            |      |        |          |   |   | 6,791   |        
|Minority interest in joint ventures                               |                                                                                                                                                            |      | 2,530   |          |   |   | 8,071   |        
|Minority interest in operating partnership                        |                                                                                                                                                            |      | 15,821  |          |   |   | 8,679   |        
|                                                                 
|SHAREHOLDERS EQUITY:                                             |                                                                                                                                                            |      |         |          |   |   |         |        
|                                                                  | Preferred shares, without par value; 10,000,000
	shares authorized; no shares issued and outstanding                                                       |      |         |         |   |   |         |        |  
|                                                                  | Common shares, without par value; 40,000,000
	shares authorized; 17,191,954 and 17,146,938 shares outstanding
	at December 31, 2001 and 2000, respectively |      |         |         |   |   |         |        |  
|                                                                  | Additional paid-in capital                                                                                                                                 |      |         | 312,171  |   |   |         | 311,493 |  
|                                                                  | Distributions in excess of income                                                                                                                          |      |         | (105,193 | ) |   |         | (56,593 | )
|                                                                  | Other comprehensive loss                                                                                                                                   |      |         | (2,838   | ) |   |         |        |  
|                                                                  | Unearned compensation 
	restricted shares                                                                                                                 |      |         | (1,494   | ) |   |         | (1,634  | )
|                                                                  |                                                                                                                                                            |      |         |          |   |   |         |        
|                                                                  | Total shareholders equity                                                                                                                                 |      |         | 202,646  |   |   |         | 253,266 |  
|                                                                  |                                                                                                                                                            |      |         |          |   |   |         |        
|                                                                  |                                                                                                                                                            | $    | 559,218 |          |   | $ | 600,593 |        
|                                                                  |                                                                                                                                                            |      |         |          |   |   |         |        

The accompanying notes to consolidated financial
statements

are an integral part of these balance sheets.


F-3



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##### Table of Contents



BOYKIN LODGING COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000
AND 1999

(amounts in thousands, except for per share
data)

|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |        |        | 
|------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------- | ------- | ------- | ------ | ------ | ---- | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                                                                                                                                           |                                                                                     | 2001    |         | 2000   |        | 1999
|                                                                                                                                           |                                                                                     |         |         |        |        |     
|Revenues:                                                                                                                                  |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|                                                                                                                                           | Lease revenue from related party                                                    |         | $       | 60,243 |        |      | $      | 71,922 |        |   | $      | 70,884 |       
|                                                                                                                                           | Other lease revenue                                                                 |         |         | 11,747 |        |      |        | 13,932 |        |   |        | 14,418 |       
|                                                                                                                                           | Hotel revenues                                                                      |         |         | 6,663  |        |      |        | 6,735  |        |   |        |       |       
|                                                                                                                                           | Interest and other income                                                           |         |         | 1,480  |        |      |        | 1,162  |        |   |        | 857    |       
|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|                                                                                                                                           |                                                                                     |         | 80,133  |        |        |      | 93,751 |        |        |   | 86,159 |       
|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|Expenses:                                                                                                                                  |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|                                                                                                                                           | Real estate related depreciation
	and amortization                                  |         |         | 28,474 |        |      |        | 30,374 |        |   |        | 28,878 |       
|                                                                                                                                           | Real estate and personal property taxes,
	insurance and other                       |         |         | 10,922 |        |      |        | 10,714 |        |   |        | 10,444 |       
|                                                                                                                                           | General and administrative                                                          |         |         | 6,230  |        |      |        | 5,849  |        |   |        | 5,705  |       
|                                                                                                                                           | Expenses related to hotel operations                                                |         |         | 5,411  |        |      |        | 5,421  |        |   |        |       |       
|                                                                                                                                           | Interest expense                                                                    |         |         | 21,916 |        |      |        | 24,291 |        |   |        | 20,610 |       
|                                                                                                                                           | Amortization of deferred financing costs                                            |         |         | 1,205  |        |      |        | 1,242  |        |   |        | 798    |       
|                                                                                                                                           | Gain on property insurance recovery                                                 |         |         |       |        |      |        | (407   | )      |   |        |       |       
|                                                                                                                                           | Unrealized loss on carrying value of assets                                         |         |         | 24,000 |        |      |        | 7,000  |        |   |        |       |       
|                                                                                                                                           | Costs associated with termination of leases                                         |         |         | 15,000 |        |      |        |       |        |   |        |       |       
|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|                                                                                                                                           |                                                                                     |         | 113,158 |        |        |      | 84,484 |        |        |   | 66,435 |       
|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|Equity in income of unconsolidated
	joint ventures                                                                                         |                                                                                     |         | 589     |        |        |      | 68     |        |        |   | 23     |       
|Income (loss) before gain on sale of assets,
	minority interest, extraordinary item and one-time effect of
	change in accounting principle |                                                                                     |         | (32,436 | )      |        |      | 9,335  |        |        |   | 19,747 |       
|                                                                                                                                           | Gain on sale of assets                                                              |         |         | 240    |        |      |        |       |        |   |        |       |       
|                                                                                                                                           | Minority interest in joint ventures                                                 |         |         | 193    |        |      |        | (534   | )      |   |        | (399   | )     
|                                                                                                                                           | Minority interest in operating partnership                                          |         |         | 2,806  |        |      |        | (385   | )      |   |        | (1,226 | )     
|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|Income (loss) before extraordinary item and
	one-time effect of change in accounting principle                                             |                                                                                     |         | (29,197 | )      |        |      | 8,416  |        |        |   | 18,122 |       
|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|Extraordinary item  loss on early
	extinguishment of debt, net of minority interest of $59                                                |                                                                                     |         |        |        |        |      | (686   | )      |        |   |       |       
|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|Income (loss) before one-time effect of
	change in accounting principle                                                                    |                                                                                     |         | (29,197 | )      |        |      | 7,730  |        |        |   | 18,122 |       
|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|                                                                                                                                           | One-time effect of change in accounting
	principle, net of minority interest of $32 |         |         | (373   | )      |      |        |       |        |   |        |       |       
|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|Net income (loss) applicable to
	common shares                                                                                             |                                                                                     | $       | (29,570 | )      |        | $    | 7,730  |        |        | $ | 18,122 |       
|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|Change in fair market value of interest
	rate swap                                                                                         |                                                                                     |         | (2,838  | )      |        |      |       |        |        |   |       |       
|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|Comprehensive income (loss)                                                                                                                |                                                                                     | $       | (32,408 | )      |        | $    | 7,730  |        |        | $ | 18,122 |       
|                                                                                                                                           |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|Income (loss) per share before extraordinary
	item and one-time effect of change in accounting principle:                                  |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|                                                                                                                                           |                                                                                     | Basic   |         | $      | (1.70  | )    |        | $      | 0.49   |   |        | $      | 1.06   | 
|                                                                                                                                           |                                                                                     | Diluted |         | $      | (1.70  | )    |        | $      | 0.49   |   |        | $      | 1.06   | 
|Income (loss) per share before one-time
	effect of change in accounting principle:                                                         |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|                                                                                                                                           |                                                                                     | Basic   |         | $      | (1.70  | )    |        | $      | 0.45   |   |        | $      | 1.06   | 
|                                                                                                                                           |                                                                                     | Diluted |         | $      | (1.70  | )    |        | $      | 0.45   |   |        | $      | 1.06   | 
|Net income (loss) per share:                                                                                                               |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|                                                                                                                                           |                                                                                     | Basic   |         | $      | (1.72  | )    |        | $      | 0.45   |   |        | $      | 1.06   | 
|                                                                                                                                           |                                                                                     | Diluted |         | $      | (1.72  | )    |        | $      | 0.45   |   |        | $      | 1.06   | 
|Weighted average number of common shares
	outstanding:                                                                                     |                                                                                     |         |         |        |        |      |        |        |        |   |        |       
|                                                                                                                                           |                                                                                     | Basic   |         |        | 17,176 |      |        |        | 17,137 |   |        |        | 17,063 | 
|                                                                                                                                           |                                                                                     | Diluted |         |        | 17,281 |      |        |        | 17,305 |   |        |        | 17,127 | 

The accompanying notes to consolidated financial
statements

are an integral part of these statements.


F-4



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##### Table of Contents



BOYKIN LODGING COMPANY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS
EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000,
AND 1999

(dollar amounts in thousands)

|                             |                                                             |        |            |            |  |               |         |               |  |              |          |         |   |   |        |        |   |   |        |        |   |   |         |         |  
|---------------------------- | ----------------------------------------------------------- | ------ | ---------- | ---------- |  | ------------- | ------- | ------------- |  | ------------ | -------- | ------- | - | - | ------ | ------ | - | - | ------ | ------ | - | - | ------- | ------- | -
|                             |                                                             |        |            | Additional |  | Distributions |         | Other         |  |              |          |        
|                             |                                                             | Common |            | Paid-In    |  | In Excess     |         | Comprehensive |  | Unearned     |          |        
|                             |                                                             | Shares |            | Capital    |  | of Income     |         | Loss          |  | Compensation |          | Total  
|                             |                                                             |        |            |            |  |               |         |               |  |              |          |        
|Balance at December 31, 1998 |                                                             |        | 17,044,361 |            |  | $             | 307,512 |               |  | $            | (21,296  | )       |   | $ |       |        |   | $ |       |        |   | $ | 286,216 |        
|                             | Issuance of common shares, net of offering
	expenses of $35 |        |            | 61,881     |  |               |         | 2,384         |  |              |          |        |   |   |        |       |   |   |        | (1,584 | ) |   |         | 800     |  
|                             | Issuance of share warrant                                   |        |            |           |  |               |         | 500           |  |              |          |        |   |   |        |       |   |   |        |       |   |   |         | 500     |  
|                             | Dividends declared  $1.88 per
	common share                |        |            |           |  |               |         |              |  |              |          | (32,260 | ) |   |        |       |   |   |        |       |   |   |         | (32,260 | )
|                             | Amortization of unearned compensation                       |        |            |           |  |               |         |              |  |              |          |        |   |   |        |       |   |   |        | 352    |   |   |         | 352     |  
|                             | Net income                                                  |        |            |           |  |               |         |              |  |              |          | 18,122  |   |   |        |       |   |   |        |       |   |   |         | 18,122  |  
|                             |                                                             |        |            |            |  |               |         |               |  |              |          |         |   |   |        |        |   |   |        |        |   |   |         |        
|Balance at December 31, 1999 |                                                             |        | 17,106,242 |            |  |               | 310,396 |               |  |              | (35,434  | )       |   |   |       |        |   |   | (1,232 | )      |   |   | 273,730 |        
|                             | Issuance of common shares, net of offering
	expenses of $31 |        |            | 40,696     |  |               |         | 1,097         |  |              |          |        |   |   |        |       |   |   |        | (865   | ) |   |         | 232     |  
|                             | Dividends declared  $1.67 per
	common share                |        |            |           |  |               |         |              |  |              |          | (28,889 | ) |   |        |       |   |   |        |       |   |   |         | (28,889 | )
|                             | Amortization of unearned compensation                       |        |            |           |  |               |         |              |  |              |          |        |   |   |        |       |   |   |        | 463    |   |   |         | 463     |  
|                             | Net income                                                  |        |            |           |  |               |         |              |  |              |          | 7,730   |   |   |        |       |   |   |        |       |   |   |         | 7,730   |  
|                             |                                                             |        |            |            |  |               |         |               |  |              |          |         |   |   |        |        |   |   |        |        |   |   |         |        
|Balance at December 31, 2000 |                                                             |        | 17,146,938 |            |  |               | 311,493 |               |  |              | (56,593  | )       |   |   |       |        |   |   | (1,634 | )      |   |   | 253,266 |        
|                             | Issuance of common shares, net of offering
	expenses of $6  |        |            | 45,016     |  |               |         | 678           |  |              |          |        |   |   |        |       |   |   |        | (449   | ) |   |         | 229     |  
|                             | Dividends declared  $1.10 per
	common share                |        |            |           |  |               |         |              |  |              |          | (19,030 | ) |   |        |       |   |   |        |       |   |   |         | (19,030 | )
|                             | Change in fair market value of interest
	rate swap          |        |            |           |  |               |         |              |  |              |          |        |   |   |        | (2,838 | ) |   |        |       |   |   |         | (2,838  | )
|                             | Amortization of unearned compensation                       |        |            |           |  |               |         |              |  |              |          |        |   |   |        |       |   |   |        | 589    |   |   |         | 589     |  
|                             | Net loss                                                    |        |            |           |  |               |         |              |  |              |          | (29,570 | ) |   |        |       |   |   |        |       |   |   |         | (29,570 | )
|                             |                                                             |        |            |            |  |               |         |               |  |              |          |         |   |   |        |        |   |   |        |        |   |   |         |        
|Balance at December 31, 2001 |                                                             |        | 17,191,954 |            |  | $             | 312,171 |               |  | $            | (105,193 | )       |   | $ | (2,838 | )      |   | $ | (1,494 | )      |   | $ | 202,646 |        
|                             |                                                             |        |            |            |  |               |         |               |  |              |          |         |   |   |        |        |   |   |        |        |   |   |         |        

The accompanying notes to consolidated financial
statements

are an integral part of these statements.


F-5



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##### Table of Contents



BOYKIN LODGING COMPANY

CONSOLIDATED STATEMENTS OF CASH
FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000
AND 1999

(amounts in thousands)

|                                                |                                                                                                |                                                                     |                                                      |         |         |        |         |         |         |        |         |         |         |        |  
|----------------------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------------------------------- | ---------------------------------------------------- | ------- | ------- | ------ | ------- | ------- | ------- | ------ | ------- | ------- | ------- | ------ | -
|                                                |                                                                                                | 2001                                                                |                                                      | 2000    |         | 1999  
|                                                |                                                                                                |                                                                     |                                                      |         |         |       
|Cash flows from operating activities:           |                                                                                                |                                                                     |                                                      |         |         |        |         |         |         |        |         |        
|                                                | Net income (loss)                                                                              |                                                                     | $                                                    | (29,570 | )       |        | $       | 7,730   |         |        | $       | 18,122  |        
|                                                | Adjustments to reconcile net income (loss) to net
	cash flow provided by operating activities: |                                                                     |                                                      |         |         |        |         |         |         |        |         |         |        
|                                                |                                                                                                | One-time effect of change in
	accounting principle                  |                                                      |         | 373     |        |         |         |        |        |         |         |        |       
|                                                |                                                                                                | Extraordinary item  non-cash loss on
	early extinguishment of debt |                                                      |         |        |        |         |         | 686     |        |         |         |        |       
|                                                |                                                                                                | Gain on sale of assets                                              |                                                      |         | (240    | )      |         |         |        |        |         |         |        |       
|                                                |                                                                                                | Gain on property insurance recovery                                 |                                                      |         |        |        |         |         | (407    | )      |         |         |        |       
|                                                |                                                                                                | Non-cash charges associated with termination
	of leases             |                                                      |         | 11,394  |        |         |         |        |        |         |         |        |       
|                                                |                                                                                                | Unrealized loss on carrying value of assets                         |                                                      |         | 24,000  |        |         |         | 7,000   |        |         |         |        |       
|                                                |                                                                                                | Depreciation and amortization                                       |                                                      |         | 29,679  |        |         |         | 31,616  |        |         |         | 29,676  |       
|                                                |                                                                                                | Amortization of unearned compensation                               |                                                      |         | 589     |        |         |         | 463     |        |         |         | 352     |       
|                                                |                                                                                                | Equity in income of unconsolidated
	joint ventures                  |                                                      |         | (589    | )      |         |         | (68     | )      |         |         | (23     | )     
|                                                |                                                                                                | Minority interests                                                  |                                                      |         | (2,999  | )      |         |         | 919     |        |         |         | 1,625   |       
|                                                |                                                                                                | Changes in assets and liabilities:                                  |                                                      |         |         |        |         |         |         |        |         |         |         |       
|                                                |                                                                                                |                                                                     | Rent receivable                                      |         |         | 3,825  |         |         |         | (574   | )       |         |         | 585    |  
|                                                |                                                                                                |                                                                     | Restricted cash                                      |         |         | (2,389 | )       |         |         | (3,462 | )       |         |         | 758    |  
|                                                |                                                                                                |                                                                     | Accounts payable and accrued expenses                |         |         | 2,868  |         |         |         | 734    |         |         |         | 2,278  |  
|                                                |                                                                                                |                                                                     | Liabilities assumed from termination of
	leases, net |         |         | 1,507  |         |         |         |       |         |         |         |       |  
|                                                |                                                                                                |                                                                     | Due to related party and third party lessees         |         |         | (3,917 | )       |         |         | 202    |         |         |         | (2,135 | )
|                                                |                                                                                                |                                                                     | Other                                                |         |         | (488   | )       |         |         | (1,439 | )       |         |         | 557    |  
|                                                |                                                                                                |                                                                     |                                                      |         |         |        |         |         |         |        |         |        
|                                                |                                                                                                | Net cash flow provided by
	operating activities                     |                                                      |         | 34,043  |        |         |         | 43,400  |        |         |         | 51,795  |       
|                                                |                                                                                                |                                                                     |                                                      |         |         |        |         |         |         |        |         |        
|Cash flows from investing activities:           |                                                                                                |                                                                     |                                                      |         |         |        |         |         |         |        |         |        
|                                                | Investment in unconsolidated joint ventures                                                    |                                                                     |                                                      | (5,510  | )       |        |         | (6,270  | )       |        |         | (4,346  | )      
|                                                | Improvements and additions to hotel
	properties, net                                           |                                                                     |                                                      | (23,042 | )       |        |         | (18,431 | )       |        |         | (22,134 | )      
|                                                | Net proceeds from sale of asset                                                                |                                                                     |                                                      | 12,374  |         |        |         |        |         |        |         |        |        
|                                                | Net proceeds from property insurance recovery                                                  |                                                                     |                                                      |        |         |        |         | 1,186   |         |        |         |        |        
|                                                |                                                                                                |                                                                     |                                                      |         |         |        |         |         |         |        |         |        
|                                                |                                                                                                | Net cash flow used for investing activities                         |                                                      |         | (16,178 | )      |         |         | (23,515 | )      |         |         | (26,480 | )     
|                                                |                                                                                                |                                                                     |                                                      |         |         |        |         |         |         |        |         |        
|Cash flows from financing activities:           |                                                                                                |                                                                     |                                                      |         |         |        |         |         |         |        |         |        
|                                                | Payments of dividends and distributions                                                        |                                                                     |                                                      | (27,234 | )       |        |         | (32,954 | )       |        |         | (34,606 | )      
|                                                | Net borrowings (repayments) against
	credit facility                                           |                                                                     |                                                      | 9,500   |         |        |         | (89,500 | )       |        |         | (37,000 | )      
|                                                | Term note borrowings                                                                           |                                                                     |                                                      |        |         |        |         | 108,000 |         |        |         | 45,000  |        
|                                                | Repayment of term note                                                                         |                                                                     |                                                      | (1,969  | )       |        |         | (1,060  | )       |        |         |        |        
|                                                | Payment of deferred financing costs                                                            |                                                                     |                                                      |        |         |        |         | (4,588  | )       |        |         | (1,360  | )      
|                                                | Net proceeds from issuance of common shares                                                    |                                                                     |                                                      | 229     |         |        |         | 232     |         |        |         | 800     |        
|                                                | Proceeds from issuance of share warrant                                                        |                                                                     |                                                      |        |         |        |         |        |         |        |         | 500     |        
|                                                | Distributions to joint venture minority interest
	partners, net                                |                                                                     |                                                      | (336    | )       |        |         | (217    | )       |        |         | (323    | )      
|                                                | Distributions received from unconsolidated
	joint ventures                                     |                                                                     |                                                      | 1,380   |         |        |         | 406     |         |        |         |        |        
|                                                |                                                                                                |                                                                     |                                                      |         |         |        |         |         |         |        |         |        
|Net cash flow used for financing activities     |                                                                                                |                                                                     | (18,430                                              | )       |         |        | (19,681 | )       |         |        | (26,987 | )      
|                                                |                                                                                                |                                                                     |                                                      |         |         |        |         |         |         |        |         |        
|                                                |                                                                                                | Net change in cash and cash equivalents                             |                                                      | $       | (565    | )      |         | $       | 204     |        |         | $       | (1,672  | )     
|Cash and cash equivalents, beginning
	of period |                                                                                                |                                                                     | 4,175                                                |         |         |        | 3,971   |         |         |        | 5,643   |        
|                                                |                                                                                                |                                                                     |                                                      |         |         |        |         |         |         |        |         |        
|Cash and cash equivalents, end of period        |                                                                                                | $                                                                   | 3,610                                                |         |         | $      | 4,175   |         |         | $      | 3,971   |        
|                                                |                                                                                                |                                                                     |                                                      |         |         |        |         |         |         |        |         |        

The accompanying notes to consolidated financial
statements

are an integral part of these statements.


F-6



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##### Table of Contents



BOYKIN LODGING COMPANY

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

DECEMBER 31, 2001 AND 2000

(dollar amounts in thousands except per share
data)



|   |            
|-- | -----------
|1. | Background:

Boykin Lodging Company (Boykin) is a
real estate investment trust (REIT) that owns hotels
throughout the United States. As of December 31, 2001,
Boykin owned interests in 33 hotels containing a total of 9,249
guestrooms located in nineteen states.

Boykins principal source of revenue was
lease payments from lessees pursuant to percentage lease
agreements. Percentage lease revenue is based upon the room,
food and beverage and other revenues of Boykins hotels.
The lessees ability to make payments to Boykin pursuant to
the percentage leases is dependent primarily upon the operations
of the hotels. As of December 31, 2001, Boykin Management
Company Limited Liability Company (BMC) and certain
of its subsidiaries leased and/or managed 27 of the 33 hotels in
which Boykin has ownership interests. BMC is owned by Robert W.
Boykin, Chairman, and Chief Executive Officer of Boykin Lodging
Company (53.8%) and his brother, John E. Boykin (46.2%). Since a
significant portion of Boykins revenue is received from
BMC and its subsidiaries, the financial statements and footnotes
of BMC and its subsidiaries, contained within this
Form 10-K should be read in conjunction with Boykins
financial statements and footnotes.



| |          
| | ---------
| | Formation

Boykin was formed and completed an initial public
offering (the IPO) in 1996 to continue and expand
the over 40-year history of hotel ownership, acquisition,
redevelopment and repositioning activities of its predecessors,
BMC and its affiliates. Boykin Hotel Properties, L.P., an Ohio
limited partnership (the Partnership), is the
operating partnership that transacts business and holds the
direct and indirect ownership interest in Boykins hotels.
As of December 31, 2001, Boykin Lodging Company had a 92.3%
ownership interest in and is the sole general partner of the
Partnership.

Since the IPO, Boykin has expanded its hotel
portfolio by using capital raised through a combination of
common share issuances, various debt financings, capital from
strategic joint venture partners and cash flow generated from
operations.



| |                                     
| | ------------------------------------
| | Taxable REIT Subsidiary Transactions

The Work Incentives Improvement Act of 1999
(REIT Modernization Act) amended the tax laws to
permit REITs, like Boykin, to lease hotels to a subsidiary that
qualifies as a taxable REIT subsidiary (TRS) as long
as the TRS engages an independent hotel management company to
operate those hotels under a management contract. As of
December 31, 2001, Boykin had agreements to implement this
structure for the properties previously leased to BMC and
Meristar Hotels and Resorts, Inc. (Meristar)
effective January 1, 2002. Subsequent to these
transactions, all but two of the 33 hotel properties Boykin owns
an interest in are operated under the TRS structure.

In conjunction with the transaction, the
Partnership acquired 16 subsidiaries of BMC. The Partnership
acquired these entities, whose primary assets were leasehold
interests in 25 hotel properties owned by the Partnership, and
certain working capital assets and liabilities of those hotels,
for consideration comprised of 1,427,000 limited partnership
units valued at $11.4 million (based upon the average
closing price of the common shares for the five-day period prior
to the closing of the transaction), and the assumption of
$1.6 million of working capital liabilities in excess of
assets relating to Westboy LLC (Westboy), one of the
subsidiaries. The Partnership then contributed the acquired
subsidiaries to Bellboy, Inc., a wholly owned subsidiary of the
Partnership. Bellboy, Inc. has elected to be treated as a TRS.

F-7



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





Effective December 31, 2001, Boykin
terminated percentage lease agreements with affiliates of
Meristar for two hotel properties owned by Boykin. These hotel
properties were re-leased to subsidiaries of the TRS. A Meristar
affiliate also assigned a percentage lease agreement for a third
hotel property Boykin owns to a subsidiary of the TRS. As part
of the transaction with Meristar, Meristar also assigned to
Boykin its 20% equity interest in the joint venture that owns
the Kansas City Doubletree hotel, and certain personal property
it owned at the Pink Shell Beach Resort.

Boykin recorded a charge to earnings of
$15.0 million for the year ended December 31, 2001
relating to the acquisition and termination of the percentage
leases described above and the related transaction costs.
Additionally, a receivable has been recorded as of
December 31, 2001 for the net working capital assets to be
received related to the acquisition of the leasehold interests.
A related liability has been recorded for the assumption of the
net deficit and liabilities of the subsidiaries acquired.

After the transaction, Boykins ownership
interest in the Partnership was reduced to 85.0% and the
interests owned by BMC affiliates increased to 14.6%. All of the
partners in the Partnership, including BMC and its affiliates,
have the right to request that the Partnership buy their
partnership interests by paying the market value of one of
Boykins common shares multiplied by the number of units
they tender for redemption. At Boykins election, an equal
number of common shares may be substituted instead of paying
cash.

Effective January 1, 2002, Boykin entered
into new management agreements with BMC to operate 15 of the
hotels previously leased to BMC and with Meristar to operate the
three hotels previously leased to them. The BMC Management
Agreements have terms of three to nine years, but are cancelable
by Boykin without penalty upon 90 days notice. The Meristar
management agreements have terms of five to six years, and are
also cancelable by Boykin without penalty upon 90 days
notice.

Westboy (one of the lessees acquired from BMC),
leases ten Doubletree branded hotels from Boykin. Westboy is
party to an existing long-term management agreement with a
subsidiary of Hilton Hotels Corporation (Hilton) to
operate these hotels. This management agreement has a remaining
term of ten years and Hilton has ten successive options to
extend the term by five years each. Except with respect to the
three Doubletree hotels located in the state of Washington, the
agreement with Hilton may not be terminated without penalty.



| |                            
| | ---------------------------
| | Consolidated Joint Ventures

As of December 31, 2001, Boykin had
strategic alliances with three hotel operators and owned three
hotels with them through joint venture structures. The following
table sets forth the joint ventures established with these hotel
operators:

|                       |  |           |           |            |  |            |    |                     |  |               |   |   |  |                                         |  |  |               |  |  | 
|---------------------- |  | --------- | --------- | ---------- |  | ---------- | -- | ------------------- |  | ------------- | - | - |  | --------------------------------------- |  |  | ------------- |  |  | 
|                       |  |           |           | Boykin     |  | Lessee/JV  |    |                     |  |              
|                       |  | Lessee/JV |           | Ownership  |  | Ownership  |    | Hotel Owned         |  | Date of Hotel
|Name of Joint Venture  |  | Partner   |           | Percentage |  | Percentage |    | Under Joint Venture |  | Purchase     
|                       |  |           |           |            |  |            |    |                     |  |              
|BoyStar Ventures, L.P. |  |           | Meristar  |            |  |            | 91 | %                   |  |               | 9 | % |  | Holiday Inn Minneapolis West            |  |  | July 1997     | 
|Shawan Road Hotel L.P. |  |           | Davidson  |            |  |            | 91 | %                   |  |               | 9 | % |  | Marriotts Hunt Valley Inn              |  |  | July 1997     | 
|Boykin San Diego LLC   |  |           | Outrigger |            |  |            | 91 | %                   |  |               | 9 | % |  | Hampton Inn San Diego Airport/Sea World |  |  | November 1997 | 

Effective November 30, 2001, Meristar
assigned their 20% ownership interest in Boykin Kansas City LLC,
which owns the Doubletree Kansas City hotel, to Boykin. The
elimination of Meristars minority interest in the hotel
was accounted for as a $5,029 reduction in the value of the
building as of November 30, 2001. After the transfer,
Boykin owns 100% of Boykin Kansas City LLC.

F-8



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





Effective February 1, 2000, Boykin took over
the operations of the Radisson Hotel Mt. Laurel under REIT tax
regulations related to foreclosure properties. The hotel was
previously owned 85% by Boykin under a joint venture agreement
with an affiliate of Radisson Hotels Worldwide
(Radisson) and was leased to the Radisson affiliate.
Under the terms of the agreement with Radisson, the lease was
terminated and Boykin obtained a 100% interest in the hotel. The
hotel is managed by a wholly-owned subsidiary of BMC pursuant to
a management agreement.



| |                              
| | -----------------------------
| | Unconsolidated Joint Ventures

In 1999, Boykin formed a joint venture with AEW
Partners III, L.P. (AEW), an investment partnership
managed by AEW Capital Management, L.P., a Boston-based real
estate investment firm. Boykin has a 25% ownership interest in
the joint venture. In the same year, the Boykin/ AEW venture
formed and acquired a 75% ownership interest in Boykin Chicago,
LLC, which purchased a hotel in downtown Chicago. In 2000,
Boykin purchased the remaining 25% ownership interest in Boykin
Chicago, LLC from a private investor for $6.3 million, thereby
increasing Boykins total ownership percentage in the hotel
to 43.75%.

In July 2001, Boykin formed a joint venture
with Concord Hospitality Enterprises (Concord), a
privately owned hotel investment and management company based in
Cleveland, Ohio. Boykin has a 50% ownership interest in the
joint venture, which acquired a 219-room full-service hotel in
Lyndhurst, New Jersey.

Because of the non-controlling nature of
Boykins ownership interests in these joint ventures,
Boykin accounts for these investments using the equity method.
Refer to Note 9 for further discussions of the aforementioned
joint venture with AEW.

The following table sets forth the total assets
and liabilities of the unconsolidated joint ventures discussed
above for the years ended December 31, 2001 and 2000:

|               |                   |      |   |        |  |  |   |        | 
|-------------- | ----------------- | ---- | - | ------ |  |  | - | ------ | 
|               |                   | 2001 |   | 2000  
|               |                   |      |   |       
|Boykin/AEW     |                   |      |   |        |  |  |   |       
|               | Total assets      |      | $ | 57,556 |  |  | $ | 53,984 | 
|               | Total liabilities |      |   | 38,895 |  |  |   | 37,532 | 
|Boykin/Concord |                   |      |   |        |  |  |   |       
|               | Total assets      |      |   | 21,463 |  |  |   |       | 
|               | Total liabilities |      |   | 14,748 |  |  |   |       | 



| |                      
| | ---------------------
| | Basis of Presentation

The separate financial statements of Boykin, the
Partnership and the consolidated joint ventures discussed above
are consolidated because Boykin exercises unilateral control
over these entities. All significant intercompany transactions
and balances have been eliminated.



|   |                                             
|-- | --------------------------------------------
|2. | Summary of Significant Accounting
	Policies:



| |                               
| | ------------------------------
| | Investment in Hotel Properties

Hotel properties are stated at cost and are
depreciated using the straight-line method over estimated useful
lives ranging from 10 to 35 years for buildings and
improvements and 3 to 20 years for furniture and equipment.

F-9



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





Investment in hotel properties as of
December 31, 2001 and 2000 consists of the following:

|                                |  |      |          |      |  |   |         |  
|------------------------------- |  | ---- | -------- | ---- |  | - | ------- | -
|                                |  | 2001 |          | 2000
|                                |  |      |          |     
|Land                            |  | $    | 55,145   |      |  | $ | 55,532  |  
|Buildings and improvements      |  |      | 496,203  |      |  |   | 522,233 |  
|Furniture and equipment         |  |      | 76,268   |      |  |   | 69,654  |  
|Construction in progress        |  |      | 1,587    |      |  |   | 1,631   |  
|                                |  |      |          |      |  |   |         |  
|                                |  |      | 629,203  |      |  |   | 649,050 |  
|Less  Accumulated depreciation |  |      | (108,719 | )    |  |   | (83,826 | )
|                                |  |      |          |      |  |   |         |  
|                                |  | $    | 520,484  |      |  | $ | 565,224 |  
|                                |  |      |          |      |  |   |         |  

Boykin reviews the hotel properties for
impairment whenever events or changes in circumstances indicate
the carrying value of the hotel properties may not be
recoverable. Events or circumstances that may cause a review
include, but are not limited to, adverse changes in the demand
for lodging at the properties due to declining national or local
economic conditions and/or new hotel construction in markets
where the hotels are located. When such conditions exist,
management performs an analysis to determine if the estimated
future cash flows from operations and the proceeds from the
ultimate disposition of a hotel property exceed its carrying
value. If the estimated undiscounted future cash flows are less
than the carrying amount of the asset, an adjustment to reduce
the carrying amount to the related hotel propertys
estimated fair market value is recorded and an impairment loss
recognized.

In the fourth quarter of 2001 and 2000, Boykin
recorded charges of $24,000 and $7,000, respectively, for
unrealized losses on the carrying value of several hotels due to
their book value exceeding their net realizable value. Boykin
does not believe that there are any factors or circumstances
indicating impairment of any other investments in hotel
properties at this time.

Fair market values of hotel properties are
estimated through a combination of each propertys expected
cash flow generated from operations, holding period and ultimate
proceeds from disposition. In projecting the expected cash flows
from operations of the asset, estimates are based on future
projected earnings before interest expense, income taxes,
depreciation and amortization, or EBITDA, and deduct expected
capital expenditure requirements. Growth assumptions are applied
to project these amounts over the expected holding period of the
asset. Growth assumptions are based on estimated inflationary
increases in room rates and expenses and the demand for lodging
at the properties, as impacted by local and national economic
conditions and estimated or known future new hotel supply. The
estimated proceeds from disposition are judgmentally determined
based on a combination of anticipated cash flow in the year of
disposition, cap rate, ratio of selling price to gross hotel
revenues and selling price per room.

If actual conditions differ from the assumptions,
the actual results of each assets future operations and
fair market value could be significantly different from the
estimated results and value used in the analysis. Operating
results are also subject to the risks set forth under
Item 7 of Boykins Form 10-K for the year ended
December 31, 2001.

As of December 31, 2000, Boykin had three
Doubletree hotels held for sale, which were all located in the
state of Washington. As a result of unfavorable market
conditions, these hotels were taken off of the market in 2001.
There are no properties held for sale as of December 31,
2001.



| |                          
| | -------------------------
| | Cash and Cash Equivalents

Cash and cash equivalents are defined as cash on
hand and in banks plus short-term investments with an original
maturity of three months or less.

F-10



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued







| |                  
| | -----------------
| | Deferred Expenses

Included in deferred expenses at
December 31, 2001 and 2000 are the following:

|                         |  |      |        |      |  |   |        |  
|------------------------ |  | ---- | ------ | ---- |  | - | ------ | -
|                         |  | 2001 |        | 2000
|                         |  |      |        |     
|Financing costs          |  | $    | 6,401  |      |  | $ | 6,938  |  
|Franchise fees           |  |      | 618    |      |  |   | 652    |  
|                         |  |      |        |      |  |   |        |  
|                         |  |      | 7,019  |      |  |   | 7,590  |  
|Accumulated amortization |  |      | (2,431 | )    |  |   | (1,390 | )
|                         |  |      |        |      |  |   |        |  
|                         |  | $    | 4,588  |      |  | $ | 6,200  |  
|                         |  |      |        |      |  |   |        |  

Deferred financing costs are being amortized over
the terms of the related debt agreements. Accumulated
amortization at December 31, 2001 and 2000 was $2,259 and
$1,163, respectively.

Deferred franchise fees are being amortized on a
straight-line basis over the terms of related franchise
agreements. Accumulated amortization at December 31, 2001
and 2000 was $172 and $227, respectively.



| |                
| | ---------------
| | Restricted Cash

Restricted cash consists of cash held in escrow
reserves under the terms of the term notes payable discussed in
Note 6. These reserves relate to the payment of capital
expenditures, insurance and real estate taxes.



| |                         
| | ------------------------
| | Dividends/ Distributions

Boykin pays dividends which are dependent upon
the receipt of distributions from the Partnership and are based
upon the discretion of Boykins Board of Directors.



| |                    
| | -------------------
| | Revenue Recognition

Boykin recognizes lease revenue for interim and
annual reporting purposes on an accrual basis pursuant to the
terms of the respective percentage leases and on an interim
basis in accordance with the Securities and Exchange Commission
(SEC) Staff Accounting Bulletin (SAB)
No. 101 Revenue Recognition in Financial
Statements. Under the provisions of SAB No. 101,
which Boykin adopted in the fourth quarter of 2000, a portion of
Boykins percentage lease revenues, which historically were
recognized in the first, second, and third quarters, are
deferred and recognized in the fourth quarter. The adoption of
SAB No. 101 impacts the interim reporting of revenues
related to Boykins leases, but has no impact on its
interim cash flow or year-end results of operations.

In 2002 and beyond, SAB No. 101 will only
impact the consolidated statement of operations for the lease
revenues related to the two hotels not operated under the TRS
structure as lease revenues from hotels operated under the TRS
will be eliminated in consolidation. Rooms, food and beverage
and other hotel revenues of the consolidated hotels operated
under the TRS structure will be included in Boykins
consolidated statement of operations.



| |                   
| | ------------------
| | Minority Interests

Minority interest in the Partnership represents
the limited partners proportionate share of the equity in
the Partnership. Income is allocated to minority interest based
on the weighted average limited partnership percentage ownership
throughout the period.

Minority interest in joint ventures represents
the joint venture partners proportionate share of the
equity in the joint ventures. Income is allocated to minority
interest based on the joint venture partners percentage

F-11



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





ownership throughout the period, subject to
minimum returns to the Partnership, as defined in the joint
venture agreements.




| |             
| | ------------
| | Income Taxes

Boykin qualifies as a REIT under
Sections 856-860 of the Internal Revenue Code. Accordingly,
no provision for income taxes has been reflected in the
accompanying consolidated financial statements. Effective
January 1, 2002, Bellboy, Inc. elected to be treated as a
TRS of the Partnership and as such, is required to pay income
taxes at the applicable rates.

Boykins earnings and profits, as defined by
federal income tax law, will determine the taxability of
distributions to shareholders. Earnings and profits will differ
from income reported for financial reporting purposes primarily
due to the differences in the estimated useful lives and methods
used to compute depreciation and differences in the timing of
when certain expenses are deductible for tax purposes. For
federal income tax purposes, dividends to shareholders
applicable to 2001, 2000 and 1999 operating results represented
the following allocations of ordinary taxable income and return
of capital:

|     |      |                 |  |                   |       |       |  |  |      |   |  |  |     |  
|---- | ---- | --------------- |  | ----------------- | ----- | ----- |  |  | ---- | - |  |  | --- | -
|Year |      | Ordinary Income |  | Return of Capital |       | Total
|     |      |                 |  |                   |       |      
|     | 2001 |                 |  |                   | 49.1% |       |  |  | 50.9 | % |  |  | 100 | %
|     | 2000 |                 |  |                   | 75.6% |       |  |  | 24.4 | % |  |  | 100 | %
|     | 1999 |                 |  |                   | 77.9% |       |  |  | 22.1 | % |  |  | 100 | %



| |                   
| | ------------------
| | Earnings Per Share

Boykins basic and diluted earnings per
share for the years ended 2001, 2000 and 1999 are computed under
the provisions of Statement of Financial Accounting Standards
(SFAS) No. 128, Earnings per Share.

Basic earnings per share is based on the weighted
average number of common shares outstanding during the period
whereas diluted earnings per share adjusts the weighted average
shares outstanding for the effect of all dilutive securities.
The weighted average number of shares used in determining basic
earnings per share was 17,176,000, 17,137,000 and 17,063,000 for
the years ended December 31, 2001, 2000 and 1999. For 2001,
2000 and 1999, diluted per share amounts reflect incremental
common shares outstanding of 105,000, 168,000 and 64,000,
related to unexercised share options and unvested restricted
share grants as of December 31, 2001, 2000 and 1999,
respectively. There are no adjustments to the reported amounts
of income in computing diluted per share amounts.



| |                  
| | -----------------
| | Partnership Units

At December 31, 2001 and 2000, a total of
1,291,000 limited partnership units (Note 8) were issued and
outstanding. The weighted average number of limited partnership
units outstanding for each of the periods ended December 31,
2001, 2000 and 1999 was 1,291,000. The weighted average number
of diluted common shares and limited partnership units for the
periods ended December 31, 2001, 2000 and 1999 were
18,572,000, 18,596,000 and 18,418,000, respectively.

Effective January 1, 2002, an additional
1,427,000 limited partnership units were issued as consideration
for the acquisition of leasehold interests in conjunction with
the TRS transactions discussed in Note 1.



| |                                    
| | -----------------------------------
| | Fair Value of Financial Instruments

Fair value is determined by using available
market information and appropriate valuation methodologies.
Boykins principal financial instruments are cash, cash
equivalents, restricted cash, accounts receivable, borrowings
against the credit facility, the term notes payable and interest
rate protection instruments.

F-12



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





Cash, cash equivalents, restricted cash and rent
receivable, due to their short maturities, are carried at
amounts which reasonably approximate fair value. As borrowings
against the credit facility (Note 5), and the $45,000 term note
payable (Note 6) bear interest at variable market rates,
carrying value approximates market value at December 31,
2001.

At December 31, 2001, the fair value of the
$130,000 term note payable (Note 6) approximates carrying value
as the interest rate associated with the note approximates
market rates currently offered for debt with similar terms and
maturities.

Effective January 1, 2001, Boykin adopted
the provisions of SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities. This
statement requires companies to carry all derivative
instruments, including embedded derivatives, in the balance
sheet at fair value. The accounting for changes in the fair
value of a derivative instrument depends on whether it has been
designated and qualifies as part of a hedging relationship and,
if so, on the reason for holding it. For financial reporting
purposes, the change in market value of the effective portion of
an instrument defined as a hedge flows through the other
comprehensive income component of equity. All other changes will
flow through earnings.

The impact of adopting SFAS No. 133 caused
Boykin to record an unrealized loss of $373, net of minority
interest of $32, related to its existing interest rate cap,
which is reflected as a cumulative effect of a change in
accounting principle in Boykins 2001 statement of
operations and comprehensive income. The interest rate cap is
with a third party and was valued at $22 at December 31, 2001
based upon estimated market valuations.

In March 2001, Boykin entered into an
interest rate swap, which fixes the overall interest rate at
7.32% on $83,000 of Boykins $108,000 term note until
July 2003. The estimated fair market value of the swap as
of December 31, 2001 is reflected as other comprehensive
loss of $2,838 in shareholders equity, with a
corresponding liability in the accompanying consolidated balance
sheet.



| |                     
| | --------------------
| | Comprehensive Income

Boykin accounts for comprehensive income under
the provisions of SFAS No. 130 Reporting Comprehensive
Income, which requires disclosure of comprehensive income
and its components in a full set of general-purpose financial
statements. Comprehensive income is defined as changes in
shareholders equity from non-owner sources, which for
Boykin consists of the difference between the cost basis and
fair market value of its interest rate swap. For the year ended
December 31, 2001, the difference between net income and
comprehensive income was due to the decline in market value of
the swap.



| |                              
| | -----------------------------
| | New Accounting Pronouncements

In August 2001, the Financial Accounting
Standards Board (FASB) issued SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets. SFAS No. 144 supersedes SFAS No. 121,
Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of. SFAS No. 144
also requires that one accounting model be used for long-lived
assets to be disposed of by sale. We are currently in the
process of evaluating the effect this new standard will have on
our consolidated financial position or results of operations.



| |                 
| | ----------------
| | Use of Estimates

The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

F-13



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued







|   |                    
|-- | -------------------
|3. | Hotel Transactions:

The following table summarizes Boykins
hotel acquisitions and dispositions in 2001, 2000 and 1999:

|                              |  |          |                   |                  |  |           |                |            |  |             |     |          |  |   |        |  |  |  |       |   |  |  |         | 
|----------------------------- |  | -------- | ----------------- | ---------------- |  | --------- | -------------- | ---------- |  | ----------- | --- | -------- |  | - | ------ |  |  |  | ----- | - |  |  | ------- | 
|                              |  |          |                   |                  |  |           |                |            |  | Percentage  |     |         
|                              |  |          |                   | Acquisition/     |  | Number of |                | Purchase/  |  | owned by    |     |         
|Hotel                         |  | Location |                   | Disposition Date |  | Rooms     |                | Sale Price |  | Partnership |     | Operator
|                              |  |          |                   |                  |  |           |                |            |  |             |     |         
|Property Exchange:            |  |          |                   |                  |  |           |                |            |  |             |     |          |  |   |        |  |  |  |       |   |  |  |         | 
|Acquisitions:                 |  |          |                   |                  |  |           |                |            |  |             |     |          |  |   |        |  |  |  |       |   |  |  |         | 
|Doubletree Hotel San Antonio  |  |          | San Antonio, TX   |                  |  |           | September 2000 |            |  |             | 290 |          |  |   | N/A    |  |  |  | 100   | % |  |  | BMC     | 
|Doubletree Hotel Guest Suites |  |          | Southfield, MI    |                  |  |           | September 2000 |            |  |             | 239 |          |  |   | N/A    |  |  |  | 100   | % |  |  | BMC     | 
|                             
|Disposition:                  |  |          |                   |                  |  |           |                |            |  |             |     |          |  |   |        |  |  |  |       |   |  |  |         | 
|Cleveland Marriott East       |  |          | Cleveland, OH     |                  |  |           | September 2000 |            |  |             | 403 |          |  |   | N/A    |  |  |  | 100   | % |  |  | BMC     | 
|                             
|Acquisitions:                 |  |          |                   |                  |  |           |                |            |  |             |     |          |  |   |        |  |  |  |       |   |  |  |         | 
|Novotel Meadowlands*          |  |          | Lyndhurst, NJ     |                  |  |           | July 2001      |            |  |             | 219 | *        |  | $ | 17,500 |  |  |  | 50    | % |  |  | Concord | 
|Executive Plaza Hotel         |  |          | Chicago, IL       |                  |  |           | August 1999    |            |  |             | 421 |          |  | $ | 48,000 |  |  |  | 43.75 | % |  |  | BMC     | 
|                             
|Disposition:                  |  |          |                   |                  |  |           |                |            |  |             |     |          |  |   |        |  |  |  |       |   |  |  |         | 
|Daytona Beach Radisson Resort |  |          | Daytona Beach, FL |                  |  |           | January 2001   |            |  |             | 206 |          |  | $ | 12,500 |  |  |  | 100   | % |  |  | BMC     | 



|  |                                                                                                                                                                         
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | In February 2002, a renovation of this hotel
	was completed resulting in eight additional rooms at the
	property and the hotel was rebranded as a Courtyard by Marriott.

In September 2000, Boykin transferred
ownership of its Cleveland Marriott East in Beachwood, Ohio, to
Hilton. In exchange, Boykin obtained from Hilton a 239-suite
Doubletree Guest Suites hotel in Southfield, Michigan (rebranded
as an Embassy Suites in October 2001) and a 290-room
Doubletree hotel in San Antonio, Texas. The transaction was
accounted for as a like-kind exchange of similar assets with the
net book value of the Beachwood hotel being carried forward and
allocated as the cost basis of the Southfield and San Antonio
hotels with no gain or loss recognized. These properties are
managed by BMC under long-term management agreements.

All of the remaining acquisitions have been
accounted for using the purchase method. The operating results
of the acquired properties are included in the consolidated
operating results of Boykin as equity in income of
unconsolidated joint ventures since each hotel was acquired
through an unconsolidated joint venture.



|   |                               
|-- | ------------------------------
|4. | Intercompany Convertible Note:

In 1996, Boykin loaned $40,000 to the Partnership
in exchange for an intercompany convertible note that carried a
maturity date of November 2001 and earned interest on the
note at a rate equal to 9.75%, payable quarterly. The terms of
the note have been renewed to extend the maturity date to
November 2006 and, effective November 2001, amend the
interest rate to 8.05%, payable quarterly. The note may be
prepaid in full, but not in part, at any time. Boykin has the
right to convert the note, prior to maturity and in advance of
any proposed prepayment by the Partnership, into additional
equity interests in the Partnership at $20 per share. The note
is secured by mortgages on certain hotel properties.



|   |                 
|-- | ----------------
|5. | Credit Facility:

During March 2002, Boykin negotiated new
terms to its secured credit facility with a group of banks which
enables Boykin to borrow up to $65,000, subject to borrowing
base and loan-to-value limitations, at a rate that fluctuates at
LIBOR plus 2.25% to 4.00%, (4.56% as of December 31, 2001),
as defined. Boykin is required to pay a .25% fee on the unused
portion of the credit facility. The facility expires on
July 11, 2003 and contains a one-year extension option. The
credit facility is secured by seven hotel properties.
Outstanding borrowings against the credit facility at
December 31, 2001 and 2000 were $39,000 and $29,500,
respectively.

F-14



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





The credit facility requires Boykin, among other
things, to maintain a minimum net worth, a coverage ratio of
EBITDA to debt service, a coverage ratio of EBITDA to debt
service and fixed charges and a maximum leverage ratio. Further,
Boykin is required to maintain the franchise agreement at each
hotel and to maintain its REIT status.



|   |                    
|-- | -------------------
|6. | Term Notes Payable:

Red Lion Inn Operating L.P. (OLP), a
wholly-owned subsidiary of the Partnership, has a $130,000 term
loan agreement that expires in June 2023 and may be prepaid
without penalty after May 21, 2008. The loan bears interest
at a fixed rate of 6.9% for ten years, and at a new fixed rate
to be determined thereafter. The loan is secured by ten
Doubletree hotels and requires principal repayments based on a
25-year amortization schedule. Under covenants in the loan
agreement, assets of OLP are not available to pay the creditors
of any other Boykin entity, except to the extent of permitted
cash distributions from OLP to Boykin. Likewise, the assets of
other Boykin entities are not available to pay the creditors of
OLP. The loan agreement also requires OLP to hold funds in
escrow for the payment of capital expenditures, insurance and
real estate taxes. The term note also requires OLP to maintain
certain financial reporting requirements. OLP was in compliance
with these requirements at December 31, 2001 and 2000.

In March 2002, Boykin renegotiated the terms
of the $45,000 term loan agreement that expires in
October 2002, with the options of one extension to
July 2003 and two additional one-year extensions, subject
to the satisfaction of certain financial covenants, as defined
in the agreement. The loan is secured by three hotel properties
and bears interest at a rate that fluctuates at LIBOR plus 2.0%
to 4.0% (5.8% at December 31, 2001). The loan agreement
requires Boykin, among other things, to maintain a minimum net
worth, a coverage ratio of EBITDA to debt service and fixed
charges, and to maintain a leverage ratio below a specified
level. Boykin is required to maintain the franchise agreement at
each hotel and to maintain its REIT status.

Boykin Holding, LLC (BHC), a
wholly-owned subsidiary of the Partnership, has a $108,000 term
loan agreement. The loan matures in July 2003 and contains
two one-year extension options. The loan is secured by nine
hotel properties and bears interest at a rate that fluctuates at
LIBOR plus 2.35% (4.5% at December 31, 2001). Under
covenants in the loan agreement, assets of BHC are not available
to pay the creditors of any other Boykin entity, except to the
extent of permitted cash distributions from BHC to Boykin.
Likewise, the assets of other entities are not available to pay
the creditors of BHC. The loan agreement also requires BHC to
hold funds in escrow for the payment of capital expenditures,
insurance and real estate taxes and requires BHC to maintain
certain financial reporting requirements. BHC was in compliance
with these requirements at December 31, 2001 and 2000.

In March 2001, the Partnership entered into
an interest rate swap, which fixes the overall interest rate at
7.32% on $83,000 of debt designated to BHCs $108,000 term
note until July 2003. BHC also has interest rate protection
on the remaining $25,000 to cap the overall loan interest rate
at no more than 10.25%.

Maturities of long-term debt at December 31,
2001 are as follows:

|                    |  |   |         | 
|------------------- |  | - | ------- | 
|2002                |  | $ | 47,111  | 
|2003                |  |   | 110,264 | 
|2004                |  |   | 2,402   | 
|2005                |  |   | 2,601   | 
|2006                |  |   | 2,788   | 
|2007 and thereafter |  |   | 114,805 | 
|                    |  |   |         | 
|                    |  | $ | 279,971 | 
|                    |  |   |         | 

F-15



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued







|   |                               
|-- | ------------------------------
|7. | Description of Capital Shares:



| |              
| | -------------
| | Common Shares

Holders of Boykins common shares are
entitled to receive dividends, as and if declared by the Board
of Directors, out of funds legally available therefor. The
holders of common shares, upon any liquidation, dissolution or
winding-up of Boykin, are entitled to share ratably in any
assets remaining after payment in full of all liabilities of
Boykin and all preferences of the holders of any outstanding
preferred shares. The common shares possess ordinary voting
rights, each share entitling the holder thereof to one vote.
Holders of common shares do not have cumulative voting rights in
the election of directors and do not have preemptive rights.



| |                 
| | ----------------
| | Preferred Shares

The Board of Directors is authorized to provide
for the issuance of two classes of preferred shares, each in one
or more series, to establish the number of shares in each series
and to fix the designation, powers, preferences and rights
(other than voting rights) of each series and the
qualifications, limitations or restrictions thereon. Because the
Board of Directors has the power to establish the preferences
and rights of each series of preferred shares, the Board of
Directors may afford the holders of any series of preferred
shares preferences, powers and rights senior to the rights of
holders of common shares. The issuance of preferred shares could
have the effect of delaying or preventing a change in control of
Boykin. No preferred shares had been issued or were outstanding
as of December 31, 2001 and 2000.



|   |                               
|-- | ------------------------------
|8. | Limited Partnership Interests:

Pursuant to the Partnership Agreement, the
limited partners of the Partnership have exchange rights, which
enable them to cause the Partnership to pay cash for their
interests in the Partnership, or at Boykins election, to
exchange common shares for such interests. The exchange rights
may be exercised in whole or in part. The number of common
shares issuable to the limited partners upon exercise of the
exchange rights as of December 31, 2001 is 1,291,000. The
number of shares issuable upon exercise of the exchange rights
will be adjusted upon the occurrence of stock splits, mergers,
consolidations or similar pro rata share transactions, which
otherwise would have the effect of diluting the ownership
interests of the limited partners or the shareholders of Boykin.
Effective January 1, 2002, in conjunction with the TRS
transactions discussed in Note 1, an additional 1,427,000
limited partnership units were issued as consideration for
acquisition of leasehold interests in our hotels.



|   |                        
|-- | -----------------------
|9. | Joint Venture with AEW:

In February 1999, Boykin formed a joint
venture with AEW. Pursuant to the joint venture agreement, AEW
has contributed $15,548 of equity capital into joint venture.
Boykin has contributed $5,183, has served as the operating
partner of the joint venture for which it receives compensation
from the joint venture, and has the right to receive incentive
returns based on the performance of acquired assets. Because of
the non-controlling nature of its ownership interest in the
joint venture, Boykin accounts for its investment utilizing the
equity method.

AEW has the option to acquire convertible
preferred shares in exchange for its capital invested in the
joint venture. If issued, the preferred shares would be
convertible into common shares at $16.48 per common share and
would have a minimum cumulative annual dividend equivalent to
$1.88 per common share. As of December 31, 2001 AEW had the
option to acquire preferred shares convertible into 943,421
common shares.

In August 1999, the Boykin/ AEW venture
partnered with a private investor, forming Boykin Chicago, LLC,
in which Boykin/ AEW has a 75% interest. Boykin Chicago, LLC
purchased the 421-room Executive Plaza Hotel located in Chicago,
Illinois for cash consideration of $48,000. The acquisition was
accounted for as a purchase and was funded with proceeds from a
$30,000 secured mortgage note with the remainder in cash from
the partners. In September 2000, Boykin purchased the 25%
interest in Boykin Chicago, LLC from the private

F-16



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





investor for $6,270, thereby increasing
Boykins total ownership interest in the hotel from 18.75%
to 43.75%. A subsidiary of BMC leased the property pursuant to a
long-term percentage lease agreement, which was terminated on
June 30, 2001. Subsequently, a TRS of Boykin Chicago, LLC
entered into a management agreement with the subsidiary of BMC
to manage the property.




|    |                     
|--- | --------------------
|10. | Extraordinary Items:

In connection with obtaining the secured credit
facility (Note 5) and the $108,000 secured term loan (Note 6) in
2000, Boykin wrote off existing deferred financing costs under
the previous $175,000 credit facility totaling $686. These
charges, net of $59 of minority interest, were reflected as an
extraordinary item in the accompanying consolidated statement of
operations for the year ended December 31, 2000.



|    |                             
|--- | ----------------------------
|11. | Percentage Lease Agreements:

Rent due under percentage leases is the greater
of minimum rent, as defined, or percentage rent. Percentage rent
applicable to room and other hotel revenues varies by lease and
is calculated by multiplying fixed percentages by the total
amounts of such revenues over specified threshold amounts. Both
the minimum rent and the revenue thresholds used in computing
percentage rents applicable to room and other hotel revenues are
subject to annual adjustments based on increases in the United
States Consumer Price Index (CPI). Percentage rent
applicable to food and beverage revenues is calculated by
multiplying fixed percentages by the total amounts of such
revenues. Percentage lease revenues were $71,990, $85,854 and
$85,302, respectively, for the years ended December 31,
2001, 2000 and 1999, of which approximately $11,794, $24,882 and
$24,371, respectively, was in excess of minimum rent.

The two percentage leases remaining for those
properties not operated under the TRS structure (Note 1) have
noncancelable remaining terms ranging from less than one year to
six years, subject to earlier termination on the occurrence of
certain contingencies, as defined. Future minimum rentals
(ignoring future CPI increases) to be received by Boykin from
these leases for each of the years in the period 2002 to 2006
and in total thereafter are as follows:

|                    |  |   |       | 
|------------------- |  | - | ----- | 
|2002                |  | $ | 3,280 | 
|2003                |  |   | 1,315 | 
|2004                |  |   | 1,315 | 
|2005                |  |   | 1,315 | 
|2006                |  |   | 1,315 | 
|2007 and thereafter |  |   | 1,121 | 
|                    |  |   |       | 
|                    |  | $ | 9,661 | 
|                    |  |   |       | 



|    |                          
|--- | -------------------------
|12. | Share Compensation Plans:

Boykin has a Long-Term Incentive Plan
(LTIP) which provides for the granting to officers and
eligible employees of incentive or nonqualified share options,
restricted shares, deferred shares, share purchase rights and
share appreciation rights in tandem with options, or any
combination thereof. Boykin has reserved 1,700,000 common shares
for issuance under the LTIP.



| |                  
| | -----------------
| | Share Option Plan

The table below summarizes information related to
share option grant and exercise activity in 2001, 2000 and 1999.

F-17



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





|     |  |                    |         |                       |  |                  |        |           |  |                 |      |  |  |  |   |  |  |  |   | 
|---- |  | ------------------ | ------- | --------------------- |  | ---------------- | ------ | --------- |  | --------------- | ---- |  |  |  | - |  |  |  | - | 
|     |  |                    |         |                       |  |                  |        |          
|     |  | Options Granted to |         |                       |  |                  |        |          
|     |  |                    |         | Weighted Average Fair |  |                  |        |          
|     |  | Officers and       |         | Non-employee          |  | Value of Options |        | Options   |  | Exercised Price
|Year |  | Employees          |         | Directors             |  | Granted          |        | Exercised |  | Per Share      
|     |  |                    |         |                       |  |                  |        |           |  |                
|2001 |  |                    | 145,000 |                       |  |                  | 30,000 |           |  | $               | 0.66 |  |  |  |  |  |  |  |  | 
|2000 |  |                    | 143,000 |                       |  |                  | 6,000  |           |  | $               | 0.88 |  |  |  |  |  |  |  |  | 
|1999 |  |                    | 20,000  |                       |  |                  |       |           |  | $               | 1.38 |  |  |  |  |  |  |  |  | 

As of December 31, 2001 and 2000,
information related to outstanding options was as follows:

|     |      |               |  |                     |         |                       |  |             |       |                    |  |  |           |  |  |  |         |  |  |   |       | 
|---- | ---- | ------------- |  | ------------------- | ------- | --------------------- |  | ----------- | ----- | ------------------ |  |  | --------- |  |  |  | ------- |  |  | - | ----- | 
|     |      |               |  |                    
|     |      | Total Options |  | Exercisable Options
|     |      |               |  |                    
|     |      |               |  | Weighted Average    |         | Weighted Average      |  |             |       | Weighted Average  
|     |      | Options       |  | Per Share Exercise  |         | Remaining Contractual |  | Options     |       | Per Share Exercise
|Year |      | Outstanding   |  | Price               |         | Life                  |  | Outstanding |       | Price             
|     |      |               |  |                     |         |                       |  |             |       |                   
|     | 2001 |               |  |                     | 594,139 |                       |  | $           | 12.84 |                    |  |  | 7.7 years |  |  |  | 361,073 |  |  | $ | 14.75 | 
|     | 2000 |               |  |                     | 419,139 |                       |  | $           | 15.05 |                    |  |  | 7.8 years |  |  |  | 251,806 |  |  | $ | 17.09 | 

Options vest over various periods ranging from
one to nine years from the date of grant. The term of each
option granted will not exceed ten years from date of grant, and
the exercise price may not be less than 100% of the fair market
value of Boykins common shares on the grant date.

Boykin has adopted the disclosure only provisions
of SFAS No. 123, Accounting for Stock-Based
Compensation, and applies Accounting Principles Board
Opinion No. 25 and related interpretations in accounting
for its employee share option plan. If Boykin had elected to
recognize compensation costs for the LTIP based on the fair
value at the grant dates for option awards consistent with the
method prescribed by SFAS No. 123, reported amounts of net
income and earnings per share would have been changed to the pro
forma amounts indicated below.

|                    |         |                   |         |                   |   |                   |         |           |   |             |       |           |  |   |       |     |  |   |        |      |  |   |        |      | 
|------------------- | ------- | ----------------- | ------- | ----------------- | - | ----------------- | ------- | --------- | - | ----------- | ----- | --------- |  | - | ----- | --- |  | - | ------ | ---- |  | - | ------ | ---- | 
|                    |         |                   |         |                   |   |                  
|                    |         | Year Ended        |         | Year Ended        |   | Year Ended       
|                    |         | December 31, 2001 |         | December 31, 2000 |   | December 31, 1999
|                    |         |                   |         |                   |   |                  
|                    |         | As Reported       |         | Pro Forma         |   | As Reported       |         | Pro Forma |   | As Reported |       | Pro Forma
|                    |         |                   |         |                   |   |                   |         |           |   |             |       |          
|Net income (loss)   |         | $                 | (29,570 | )                 |   | $                 | (29,721 | )         |   | $           | 7,730 |           |  | $ | 7,489 |     |  | $ | 18,122 |      |  | $ | 17,839 |     
|Earnings per share: |         |                   |         |                   |   |                   |         |           |   |             |       |           |  |   |       |     |  |   |        |      |  |   |        |     
|                    | Basic   |                   | $       | (1.72             | ) |                   | $       | (1.73     | ) |             | $     | .45       |  |   | $     | .44 |  |   | $      | 1.06 |  |   | $      | 1.05 | 
|                    | Diluted |                   | $       | (1.72             | ) |                   | $       | (1.73     | ) |             | $     | .45       |  |   | $     | .43 |  |   | $      | 1.06 |  |   | $      | 1.04 | 

The fair value of employee share options used to
compute the pro forma amounts of net income and basic earnings
per share was estimated using the Black-Scholes option pricing
model with the following weighted average assumptions:

|                        |  |                    |           |      |  |      |           |  |  |  |           | 
|----------------------- |  | ------------------ | --------- | ---- |  | ---- | --------- |  |  |  | --------- | 
|                        |  |                   
|                        |  | Options Issued In:
|                        |  |                   
|                        |  | 2001               |           | 2000 |  | 1999
|                        |  |                    |           |      |  |     
|Dividend yield          |  |                    | 12.29%    |      |  |      | 10.00%    |  |  |  | 10.00%    | 
|Expected volatility     |  |                    | 35.94%    |      |  |      | 29.19%    |  |  |  | 29.05%    | 
|Risk-free interest rate |  |                    | 5.40%     |      |  |      | 6.52%     |  |  |  | 6.18%     | 
|Expected holding period |  |                    | 8.0 years |      |  |      | 8.0 years |  |  |  | 8.0 years | 

F-18



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued







| |                            
| | ---------------------------
| | Restricted Share Grant Plan

The following table summarizes Boykins
restricted share grant activity related to its officers,
eligible employees and non-employee directors.

|                                                   |  |      |         |      |  |  |         |  
|-------------------------------------------------- |  | ---- | ------- | ---- |  |  | ------- | -
|                                                   |  | 2001 |         | 2000
|                                                   |  |      |         |     
|Restricted shares outstanding 
	beginning of year |  |      | 168,512 |      |  |  | 113,343 |  
|New share grants                                   |  |      | 54,750  |      |  |  | 81,278  |  
|Shares cancelled                                   |  |      | (976    | )    |  |  | (9,450  | )
|Shares vested                                      |  |      | (21,550 | )    |  |  | (16,659 | )
|                                                   |  |      |         |      |  |  |         |  
|Restricted shares
	outstanding  end of year       |  |      | 200,736 |      |  |  | 168,512 |  
|                                                   |  |      |         |      |  |  |         |  

The restricted shares vest over various periods
ranging from one to five years from the date of grant. The value
of shares granted has been calculated based on the average of
the high and low share price on the date of grant and is being
amortized as compensation expense over the respective vesting
periods. For the years ended December 31, 2001 and 2000,
Boykins compensation expense related to these restricted
shares was $589 and $463, respectively. As of December 31,
2001, the unearned compensation related to restricted share
grants was $1,494 and has been classified as a component of
shareholders equity in the accompanying balance sheet.



|    |                        
|--- | -----------------------
|13. | Employee Benefit Plans:

Boykin maintains two employee benefit plans, the
Boykin Lodging Company Money Purchase Pension Plan and the
Boykin Lodging Company Profit Sharing Plan. Both plans are
defined contribution plans, which were established to provide
retirement benefits to eligible employees. Boykins
contributions to these plans for the years ended
December 31, 2001, 2000 and 1999 totaled $275, $261 and
$251, respectively.



|    |             
|--- | ------------
|14. | Commitments:

Three of the hotels owned by Boykin are subject
to land leases which expire at various dates through 2068. All
leases require minimum annual rentals, and one lease requires
percentage rent based on hotel revenues. The other two leases
are adjusted for increases in CPI every ten years. Rental
expense charged to operations related to these leases for the
years ended December 31, 2001, 2000 and 1999 was $1,057,
$1,194 and $1,066, respectively.

Boykins joint venture partner in Shawan
Road Hotel Limited Partnership has the right, subject to certain
performance criteria, to sell one-half of its respective
interests in this joint venture to Boykin at fair market value,
with Boykin retaining the option to fund the purchase price with
cash or through the issuance of common shares. As of
December 31, 2001, Boykins joint venture partner did
not have the right to exercise this right.



|    |                            
|--- | ---------------------------
|15. | Related Party Transactions:

The Chairman and Chief Executive Officer of
Boykin is the majority shareholder of BMC. BMC and Westboy LLC,
a subsidiary of BMC, were significant sources of Boykins
percentage lease revenue through December 31, 2001, 2000
and 1999. At December 31, 2001 and 2000, Boykin had rent
receivables of $1,118 and $4,632, respectively, due from related
party lessees. At December 31, 2001 and 2000, Boykin had a
payable to related party lessees of $90 and $2,056,
respectively, primarily for the reimbursement of capital
expenditure costs incurred on behalf of Boykin. Boykin paid a
$1,600 lease termination fee to BMC related to the sale of the
Daytona hotel in January 2001.

As discussed in Note 1, Boykin acquired 16
subsidiaries of BMC whose primary assets were leasehold
interests in 25 hotel properties owned by Boykin. As of
December 31, 2001, Boykin has recorded a receivable from
BMC for the net working capital assets of the subsidiaries
acquired which was paid to Boykin in cash

F-19



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





subsequent to year end. Boykin has also recorded
a liability for the net deficit and liabilities of the TRS
entities assumed in the transaction.


During the years ended December 31, 2001,
2000 and 1999, Boykin paid a wholly-owned subsidiary of BMC
$774, $1,082 and $975, respectively, for design, purchasing and
project management services and for reimbursement of expenses
related to capital improvements at its hotels. During 2001, a
subsidiary of BMC sold a portion of its business to an unrelated
third party. A portion of the sales price is payable contingent
upon future revenues of the business, including revenues from
Boykin.

Effective February 1, 2000, Jersey Boy LLC,
a wholly owned subsidiary of BMC, (JerseyBoy)
manages the Radisson Hotel Mt. Laurel pursuant to a management
agreement. Boykin paid JerseyBoy management fees of $200 and
$202 in 2001 and 2000, respectively.



|    |                                                     
|--- | ----------------------------------------------------
|16. | Statements of Cash Flows, Supplemental
	Disclosures:

As of December 31, 2000, $6,791 of dividends
and partnership distributions were declared but were not paid
until the following quarter. Interest paid during the years
ended December 31, 2001, 2000, and 1999 was $22,178,
$22,992 and $20,521, respectively.

As discussed in Note 3, in 2000, Boykin
transferred ownership of its Cleveland Marriott East hotel in
Cleveland, Ohio to Hilton in exchange for Hiltons
Doubletree hotel in San Antonio, Texas and their Doubletree
Guest Suites hotel in Southfield, Michigan, which was renovated
and rebranded as an Embassy Suites in 2001.



|    |                                              
|--- | ---------------------------------------------
|17. | Pro Forma Financial Information
	(Unaudited):

As a result of the TRS transactions discussed in
Note 1, our future consolidated financial statements will
include the results of operations of the consolidated hotels
operated by BMC and Meristar as opposed to the lease revenues
from these properties recorded in our historical financial
information. For comparative purposes, the following pro forma
financial information for 2001 and 2000 is presented as if the
following transactions had been consummated as of
January 1, 2000:



| |   |                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | acquisition of lessees from BMC;                                                                                                                                                                                                          
|
| |  | the issuance of 1.4 million partnership
	units to a BMC subsidiary;                                                                                                                                                                       
|
| |  | entering into the BMC management agreements;                                                                                                                                                                                              
|
| |  | termination/assignment of Meristar leases;                                                                                                                                                                                                
|
| |  | entering into the Meristar management agreements
	and other Meristar transaction documents; and                                                                                                                                           
|
| |  | termination of the percentage lease for a hotel
	in Chicago, Illinois owned by an unconsolidated joint venture,
	and a new taxable REIT subsidiary owned by that joint venture
	entering into a management contract with a BMC subsidiary.

F-20



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





|                                                                                                                                           |                                                    |                                   |         |        |         |  |       |        |         | 
|------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------- | --------------------------------- | ------- | ------ | ------- |  | ----- | ------ | ------- | 
|                                                                                                                                           |                                                    |                                  
|                                                                                                                                           |                                                    | Years Ended December             
|                                                                                                                                           |                                                    | 31,                              
|                                                                                                                                           |                                                    |                                  
|                                                                                                                                           |                                                    | 2001                              |         | 2000  
|                                                                                                                                           |                                                    |                                   |         |       
|Revenues:                                                                                                                                  |                                                    |                                   |         |        |         |  |       |       
|                                                                                                                                           | Hotel revenues:                                    |                                   |         |        |         |  |       |        |        
|                                                                                                                                           |                                                    | Room revenue                      |         | $      | 166,140 |  |       | $      | 171,319 | 
|                                                                                                                                           |                                                    | Food and beverage revenue         |         |        | 74,861  |  |       |        | 77,534  | 
|                                                                                                                                           |                                                    | Other revenue                     |         |        | 15,176  |  |       |        | 16,555  | 
|                                                                                                                                           | Percentage lease revenue                           |                                   |         | 6,038  |         |  |       | 12,603 |        
|                                                                                                                                           | Interest and other income                          |                                   |         | 1,667  |         |  |       | 1,565  |        
|                                                                                                                                           |                                                    |                                   |         |        |         |  |       |       
|                                                                                                                                           |                                                    | Total revenues                    |         |        | 263,882 |  |       |        | 279,576 | 
|                                                                                                                                           |                                                    |                                   |         |        |         |  |       |       
|Expenses:                                                                                                                                  |                                                    |                                   |         |        |         |  |       |       
|                                                                                                                                           | Hotel operating expenses:                          |                                   |         |        |         |  |       |        |        
|                                                                                                                                           |                                                    | Rooms                             |         |        | 42,015  |  |       |        | 42,958  | 
|                                                                                                                                           |                                                    | Food and beverage                 |         |        | 52,152  |  |       |        | 54,334  | 
|                                                                                                                                           |                                                    | Other                             |         |        | 8,644   |  |       |        | 8,976   | 
|                                                                                                                                           |                                                    | General and administrative        |         |        | 26,223  |  |       |        | 25,404  | 
|                                                                                                                                           |                                                    | Marketing and franchise costs     |         |        | 24,949  |  |       |        | 23,734  | 
|                                                                                                                                           |                                                    | Utilities and maintenance         |         |        | 22,721  |  |       |        | 22,852  | 
|                                                                                                                                           |                                                    | Management fees to related party  |         |        | 3,907   |  |       |        | 4,076   | 
|                                                                                                                                           |                                                    | Management fees to third parties  |         |        | 3,069   |  |       |        | 6,051   | 
|                                                                                                                                           |                                                    | Deferred incentive management fee |         |        | 2,996   |  |       |        | 2,411   | 
|                                                                                                                                           | Property taxes, insurance and other                |                                   |         | 13,811 |         |  |       | 13,392 |        
|                                                                                                                                           | Real estate related depreciation
	and amortization |                                   |         | 28,474 |         |  |       | 30,374 |        
|                                                                                                                                           | Corporate general and administrative               |                                   |         | 6,230  |         |  |       | 5,849  |        
|                                                                                                                                           | Interest expense                                   |                                   |         | 21,916 |         |  |       | 24,291 |        
|                                                                                                                                           | Amortization of deferred financing costs           |                                   |         | 1,205  |         |  |       | 1,242  |        
|                                                                                                                                           | Gain on property insurance recovery                |                                   |         |       |         |  |       | (407   | )      
|                                                                                                                                           | Unrealized loss on carrying value of assets        |                                   |         | 24,000 |         |  |       | 7,000  |        
|                                                                                                                                           |                                                    |                                   |         |        |         |  |       |       
|                                                                                                                                           |                                                    | Total expenses                    |         |        | 282,312 |  |       |        | 272,537 | 
|                                                                                                                                           |                                                    |                                   |         |        |         |  |       |       
|Equity in income of unconsolidated
	joint ventures                                                                                         |                                                    |                                   | 262     |        |         |  | 577   |       
|Income (loss) before gain on sale of assets,
	minority interest, extraordinary item and one-time effect of
	change in accounting principle |                                                    |                                   | (18,168 | )      |         |  | 7,616 |       
|                                                                                                                                           |                                                    |                                   |         |        |         |  |       |       
|                                                                                                                                           | Gain on sale of assets                             |                                   |         | 240    |         |  |       |       |        
|                                                                                                                                           | Minority interest                                  |                                   |         | 5,166  |         |  |       | (1,612 | )      
|                                                                                                                                           |                                                    |                                   |         |        |         |  |       |       
|Income (loss) before extraordinary item and
	one-time effect of change in accounting principle                                             |                                                    |                                   | (12,762 | )      |         |  | 6,004 |       
|Income (loss) per share before extraordinary
	item and one-time effect of change in accounting principle:                                  |                                                    |                                   |         |        |         |  |       |       
|                                                                                                                                           | Basic                                              |                                   | $       | (0.74  | )       |  | $     | 0.35   |        
|                                                                                                                                           | Diluted                                            |                                   | $       | (0.74  | )       |  | $     | 0.35   |        
|Weighted average shares outstanding:                                                                                                       |                                                    |                                   |         |        |         |  |       |       
|                                                                                                                                           | Basic                                              |                                   |         | 17,176 |         |  |       | 17,137 |        
|                                                                                                                                           | Diluted                                            |                                   |         | 17,281 |         |  |       | 17,305 |        
|Weighted average shares and units outstanding:                                                                                             |                                                    |                                   |         |        |         |  |       |       
|                                                                                                                                           | Basic                                              |                                   |         | 19,894 |         |  |       | 19,855 |        
|                                                                                                                                           | Diluted                                            |                                   |         | 19,999 |         |  |       | 20,023 |        

F-21



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##### Table of Contents



BOYKIN LODGING COMPANY


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued







|    |                                          
|--- | -----------------------------------------
|18. | Quarterly Operating Results
	(Unaudited):

Boykins unaudited consolidated quarterly
operating data for the years ended December 31, 2001 and
2000 follows. In the opinion of management, all adjustments
(consisting of normal recurring accruals) necessary for a fair
presentation of quarterly results have been reflected in the
data. Quarterly operating results are not necessarily indicative
of the results to be achieved in succeeding quarters or years.

|                                                                        |                                                                           |                            |        |          |        |               |        |              |        |   |        |  |        |   |         |   |        |  
|----------------------------------------------------------------------- | ------------------------------------------------------------------------- | -------------------------- | ------ | -------- | ------ | ------------- | ------ | ------------ | ------ | - | ------ |  | ------ | - | ------- | - | ------ | -
|                                                                        |                                                                           |                           
|                                                                        |                                                                           | For the 2001 Quarter Ended
|                                                                        |                                                                           |                           
|                                                                        |                                                                           | March 31,                  |        | June 30, |        | September 30, |        | December 31,
|                                                                        |                                                                           |                            |        |          |        |               |        |             
|Total revenues                                                          |                                                                           | $                          | 18,320 |          |        | $             | 18,630 |              |        | $ | 19,384 |  |        | $ | 23,799  |  
|Income (loss) before one-time effect of
	change in accounting principle |                                                                           |                            | (92    | )        |        |               | 1,172  |              |        |   | 1,306  |  |        |   | (31,583 | )
|Net income (loss)                                                       |                                                                           |                            | (465   | )        |        |               | 1,172  |              |        |   | 1,306  |  |        |   | (31,583 | )
|Earnings per share:                                                     |                                                                           |                            |        |          |        |               |        |              |        |   |        |  |        |   |         |  
|                                                                        | Income (loss) before one-time effect of
	change in accounting principle  |                            |        |          |        |               |        |              |        |   |        |  |        |   |         |   |       
|                                                                        |                                                                           | Basic                      |        |          | (.01   | )             |        |              | .07    |   |        |  | .08    |   |         |   | (1.84  | )
|                                                                        |                                                                           | Diluted                    |        |          | (.01   | )             |        |              | .07    |   |        |  | .08    |   |         |   | (1.84  | )
|                                                                        | Net income (loss)                                                        |                            |        |          |        |               |        |              |        |   |        |  |        |   |         |   |       
|                                                                        |                                                                           | Basic                      |        |          | (.03   | )             |        |              | .07    |   |        |  | .08    |   |         |   | (1.84  | )
|                                                                        |                                                                           | Diluted                    |        |          | (.03   | )             |        |              | .07    |   |        |  | .08    |   |         |   | (1.84  | )
|Weighted average number of common shares
	outstanding:                  |                                                                           |                            |        |          |        |               |        |              |        |   |        |  |        |   |         |  
|                                                                        |                                                                           | Basic                      |        |          | 17,161 |               |        |              | 17,171 |   |        |  | 17,181 |   |         |   | 17,188 |  
|                                                                        |                                                                           | Diluted                    |        |          | 17,191 |               |        |              | 17,234 |   |        |  | 17,240 |   |         |   | 17,207 |  

|                                                       |                                            |                            |        |          |        |               |        |              |        |   |        |  |        |   |        |  |        | 
|------------------------------------------------------ | ------------------------------------------ | -------------------------- | ------ | -------- | ------ | ------------- | ------ | ------------ | ------ | - | ------ |  | ------ | - | ------ |  | ------ | 
|                                                       |                                            |                           
|                                                       |                                            | For the 2000 Quarter Ended
|                                                       |                                            |                           
|                                                       |                                            | March 31,                  |        | June 30, |        | September 30, |        | December 31,
|                                                       |                                            |                            |        |          |        |               |        |             
|Total revenues                                         |                                            | $                          | 17,838 |          |        | $             | 19,175 |              |        | $ | 24,120 |  |        | $ | 32,618 | 
|Income (loss) before extraordinary item                |                                            |                            | (697   | )        |        |               | 238    |              |        |   | 3,825  |  |        |   | 5,050  | 
|Net income (loss)                                      |                                            |                            | (697   | )        |        |               | 238    |              |        |   | 3,139  |  |        |   | 5,050  | 
|Earnings per share:                                    |                                            |                            |        |          |        |               |        |              |        |   |        |  |        |   |        | 
|                                                       | Income (loss) before extraordinary
	item  |                            |        |          |        |               |        |              |        |   |        |  |        |   |        |  |       
|                                                       |                                            | Basic                      |        |          | (.04   | )             |        |              | .01    |   |        |  | .22    |   |        |  | .29    | 
|                                                       |                                            | Diluted                    |        |          | (.04   | )             |        |              | .01    |   |        |  | .22    |   |        |  | .29    | 
|                                                       | Net income (loss)                         |                            |        |          |        |               |        |              |        |   |        |  |        |   |        |  |       
|                                                       |                                            | Basic                      |        |          | (.04   | )             |        |              | .01    |   |        |  | .18    |   |        |  | .29    | 
|                                                       |                                            | Diluted                    |        |          | (.04   | )             |        |              | .01    |   |        |  | .18    |   |        |  | .29    | 
|Weighted average number of common shares
	outstanding: |                                            |                            |        |          |        |               |        |              |        |   |        |  |        |   |        | 
|                                                       |                                            | Basic                      |        |          | 17,128 |               |        |              | 17,135 |   |        |  | 17,139 |   |        |  | 17,145 | 
|                                                       |                                            | Diluted                    |        |          | 17,290 |               |        |              | 17,318 |   |        |  | 17,316 |   |        |  | 17,313 | 

F-22



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##### Table of Contents



BOYKIN LODGING COMPANY

SCHEDULE III  REAL ESTATE AND
ACCUMULATED DEPRECIATION

AS OF DECEMBER 31, 2001

(in thousands)

|                                                               |  |              |     |              |  |               |       |                     |  |                  |         |      |  |              |    |   |  |   |        |   |  |   |       |  |  |   |        | 
|-------------------------------------------------------------- |  | ------------ | --- | ------------ |  | ------------- | ----- | ------------------- |  | ---------------- | ------- | ---- |  | ------------ | -- | - |  | - | ------ | - |  | - | ----- |  |  | - | ------ | 
|                                                               |  |              |     |              |  |               |       |                     |  |                  |         |     
|                                                               |  |              |     |              |  |               |       |                     |  | Gross Amounts at
|                                                               |  |              |     |              |  |               |       | Costs Capitalized   |  | Which           
|                                                               |  |              |     |              |  | Subsequent to |       | Carried at Close of
|                                                               |  |              |     | Initial Cost |  | Acquisition   |       | Period             
|                                                               |  |              |     |              |  |               |       |                    
|                                                               |  |              |     |              |  | Buildings and |       |                     |  | Building and     |         |      |  | Building and
|Description                                                    |  | Encumbrances |     | Land         |  | Improvements  |       | Land                |  | Improvements     |         | Land |  | Improvements
|                                                               |  |              |     |              |  |               |       |                     |  |                  |         |      |  |             
|Corporate Offices
	Cleveland, Ohio                             |  | $            |    |              |  | $             |      |                     |  | $                |        |      |  | $            |   |   |  | $ | 35     |   |  | $ |      |  |  | $ | 35     | 
|Berkeley Marina Radisson
	Berkeley, California                 |  |              | (c | )            |  |               |      |                     |  |                  | 10,807  |      |  |              |   |   |  |   | 6,419  |   |  |   |      |  |  |   | 17,226 | 
|Buffalo Marriott
	Buffalo, New York                            |  |              | (c | )            |  |               | 1,164 |                     |  |                  | 15,174  |      |  |              |   |   |  |   | 1,599  |   |  |   | 1,164 |  |  |   | 16,773 | 
|Cleveland Airport Marriott
	Cleveland, Ohio                    |  |              | (c | )            |  |               | 1,175 |                     |  |                  | 11,441  |      |  |              |   |   |  |   | 8,014  |   |  |   | 1,175 |  |  |   | 19,455 | 
|Columbus North Marriott
	Columbus, Ohio                        |  |              | (a | )            |  |               | 1,635 |                     |  |                  | 12,873  |      |  |              |   |   |  |   | 2,619  |   |  |   | 1,635 |  |  |   | 15,492 | 
|Melbourne Quality Suites
	Melbourne, Florida                   |  |              | (a | )            |  |               | 3,092 |                     |  |                  | 7,819   |      |  |              |   |   |  |   | 932    |   |  |   | 3,092 |  |  |   | 8,751  | 
|Radisson Inn Sanibel Gateway
	Ft. Myers, Florida               |  |              | (c | )            |  |               | 718   |                     |  |                  | 2,686   |      |  |              |   |   |  |   | 695    |   |  |   | 718   |  |  |   | 3,381  | 
|Lake Norman Hampton Inn
	Charlotte, North Carolina             |  |              | (c | )            |  |               | 490   |                     |  |                  | 4,131   |      |  |              |   |   |  |   | (318   | ) |  |   | 490   |  |  |   | 3,813  | 
|Lake Norman Holiday Inn
	Charlotte, North Carolina             |  |              | (c | )            |  |               | 700   |                     |  |                  | 4,435   |      |  |              |   |   |  |   | (1,572 | ) |  |   | 700   |  |  |   | 2,863  | 
|Holiday Inn Crabtree
	Raleigh, North Carolina                  |  |              | (c | )            |  |               | 725   |                     |  |                  | 6,542   |      |  |              |   |   |  |   | 783    |   |  |   | 725   |  |  |   | 7,325  | 
|Melbourne Hilton Oceanfront
	Melbourne, Florida                |  |              | (d | )            |  |               | 852   |                     |  |                  | 7,699   |      |  |              |   |   |  |   | 814    |   |  |   | 852   |  |  |   | 8,513  | 
|French Lick Springs Resort
	French Lick, Indiana               |  |              | (d | )            |  |               | 2,000 |                     |  |                  | 16,000  |      |  |              | (3 | ) |  |   | 1,424  |   |  |   | 1,997 |  |  |   | 17,424 | 
|Holiday Inn Minneapolis West
	Minneapolis, Minnesota           |  |              | (d | )            |  |               | 1,000 |                     |  |                  | 10,604  |      |  |              |   |   |  |   | 1,757  |   |  |   | 1,000 |  |  |   | 12,361 | 
|Marriotts Hunt Valley Inn
	Baltimore, Maryland                |  |              | (d | )            |  |               | 2,890 |                     |  |                  | 21,575  |      |  |              |   |   |  |   | 2,306  |   |  |   | 2,890 |  |  |   | 23,881 | 
|Hampton Inn San Diego Airport/Sea World
	San Diego, California |  |              | (c | )            |  |               | 1,000 |                     |  |                  | 7,400   |      |  |              |   |   |  |   | 251    |   |  |   | 1,000 |  |  |   | 7,651  | 
|Doubletree Kansas City
	Kansas City, Missouri                  |  |              | (f | )            |  |               | 1,500 |                     |  |                  | 20 ,958 |      |  |              |   |   |  |   | (8,314 | ) |  |   | 1,500 |  |  |   | 12,644 | 
|Knoxville Hilton
	Knoxville, Tennessee                         |  |              | (c | )            |  |               | 1,500 |                     |  |                  | 8,132   |      |  |              |   |   |  |   | 615    |   |  |   | 1,500 |  |  |   | 8,747  | 
|High Point Radisson
	High Point, North Carolina                |  |              | (a | )            |  |               | 450   |                     |  |                  | 25,057  |      |  |              |   |   |  |   | (2,277 | ) |  |   | 450   |  |  |   | 22,780 | 
|Radisson Hotel Mt. Laurel Mt. Laurel,
	New Jersey              |  |              | (d | )(e)         |  |               | 2,000 |                     |  |                  | 19,697  |      |  |              |   |   |  |   | (5,794 | ) |  |   | 2,000 |  |  |   | 13,903 | 
|Pink Shell Beach Resort
	Ft. Myers, Florida                    |  |              | (d | )            |  |               | 6,000 |                     |  |                  | 13,445  |      |  |              |   |   |  |   | 2,427  |   |  |   | 6,000 |  |  |   | 15,872 | 
|Doubletree Sacramento
	Sacramento, California                  |  |              | (b | )            |  |               | 4,400 |                     |  |                  | 41,884  |      |  |              |   |   |  |   | 1,931  |   |  |   | 4,400 |  |  |   | 43,815 | 
|Doubletree Colorado Springs
	Colorado Springs, Colorado        |  |              | (b | )            |  |               | 3,340 |                     |  |                  | 31,296  |      |  |              |   |   |  |   | 1,254  |   |  |   | 3,340 |  |  |   | 32,550 | 
|Doubletree Boise
	Boise, Idaho                                 |  |              | (b | )            |  |               | 2,470 |                     |  |                  | 23,998  |      |  |              |   |   |  |   | 1,703  |   |  |   | 2,470 |  |  |   | 25,701 | 

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                               |  |             |        |                 |  |                |       |              |  |             |        |                  |  |  |      |  |  |  |      |  |  |  |          | 
|-------------------------------------------------------------- |  | ----------- | ------ | --------------- |  | -------------- | ----- | ------------ |  | ----------- | ------ | ---------------- |  |  | ---- |  |  |  | ---- |  |  |  | -------- | 
|                                                               |  |             |        | Accumulated     |  | Net Book       |       |              |  |             |        | Life on Which   
|                                                               |  |             |        | Depreciation    |  | Value Land and |       |              |  |             |        | Depreciation in 
|                                                               |  |             |        | Buildings and   |  | Buildings and  |       | Date of      |  | Date of     |        | Income Statement
|Description                                                    |  | Total(g)(h) |        | Improvements(i) |  | Improvements   |       | Construction |  | Acquisition |        | is Computed     
|                                                               |  |             |        |                 |  |                |       |              |  |             |        |                 
|Corporate Offices
	Cleveland, Ohio                             |  | $           | 35     |                 |  | $              | 13    |              |  | $           | 22     |                  |  |  |      |  |  |  | 1998 |  |  |  | 10 years | 
|Berkeley Marina Radisson
	Berkeley, California                 |  |             | 17,226 |                 |  |                | 4,255 |              |  |             | 12,971 |                  |  |  | 1972 |  |  |  | 1996 |  |  |  | 20 years | 
|Buffalo Marriott
	Buffalo, New York                            |  |             | 17,937 |                 |  |                | 3,308 |              |  |             | 14,629 |                  |  |  | 1981 |  |  |  | 1996 |  |  |  | 25 years | 
|Cleveland Airport Marriott
	Cleveland, Ohio                    |  |             | 20,630 |                 |  |                | 4,833 |              |  |             | 15,797 |                  |  |  | 1970 |  |  |  | 1996 |  |  |  | 20 years | 
|Columbus North Marriott
	Columbus, Ohio                        |  |             | 17,127 |                 |  |                | 2,910 |              |  |             | 14,217 |                  |  |  | 1981 |  |  |  | 1996 |  |  |  | 25 years | 
|Melbourne Quality Suites
	Melbourne, Florida                   |  |             | 11,843 |                 |  |                | 1,437 |              |  |             | 10,406 |                  |  |  | 1986 |  |  |  | 1996 |  |  |  | 30 years | 
|Radisson Inn Sanibel Gateway
	Ft. Myers, Florida               |  |             | 4,099  |                 |  |                | 513   |              |  |             | 3,586  |                  |  |  | 1986 |  |  |  | 1996 |  |  |  | 30 years | 
|Lake Norman Hampton Inn
	Charlotte, North Carolina             |  |             | 4,303  |                 |  |                | 798   |              |  |             | 3,505  |                  |  |  | 1991 |  |  |  | 1996 |  |  |  | 30 years | 
|Lake Norman Holiday Inn
	Charlotte, North Carolina             |  |             | 3,563  |                 |  |                | 906   |              |  |             | 2,657  |                  |  |  | 1987 |  |  |  | 1996 |  |  |  | 30 years | 
|Holiday Inn Crabtree
	Raleigh, North Carolina                  |  |             | 8,050  |                 |  |                | 1,483 |              |  |             | 6,567  |                  |  |  | 1974 |  |  |  | 1997 |  |  |  | 30 years | 
|Melbourne Hilton Oceanfront
	Melbourne, Florida                |  |             | 9,365  |                 |  |                | 1,125 |              |  |             | 8,240  |                  |  |  | 1986 |  |  |  | 1997 |  |  |  | 35 years | 
|French Lick Springs Resort
	French Lick, Indiana               |  |             | 19,421 |                 |  |                | 2,948 |              |  |             | 16,473 |                  |  |  | 1903 |  |  |  | 1997 |  |  |  | 30 years | 
|Holiday Inn Minneapolis West
	Minneapolis, Minnesota           |  |             | 13,361 |                 |  |                | 1,687 |              |  |             | 11,674 |                  |  |  | 1986 |  |  |  | 1997 |  |  |  | 30 years | 
|Marriotts Hunt Valley Inn
	Baltimore, Maryland                |  |             | 26,771 |                 |  |                | 3,326 |              |  |             | 23,445 |                  |  |  | 1971 |  |  |  | 1997 |  |  |  | 30 years | 
|Hampton Inn San Diego Airport/Sea World
	San Diego, California |  |             | 8,651  |                 |  |                | 1,048 |              |  |             | 7,603  |                  |  |  | 1989 |  |  |  | 1997 |  |  |  | 30 years | 
|Doubletree Kansas City
	Kansas City, Missouri                  |  |             | 14,144 |                 |  |                | 3,464 |              |  |             | 10,680 |                  |  |  | 1969 |  |  |  | 1997 |  |  |  | 30 years | 
|Knoxville Hilton
	Knoxville, Tennessee                         |  |             | 10,247 |                 |  |                | 1,085 |              |  |             | 9,162  |                  |  |  | 1981 |  |  |  | 1998 |  |  |  | 30 years | 
|High Point Radisson
	High Point, North Carolina                |  |             | 23,230 |                 |  |                | 3,271 |              |  |             | 19,959 |                  |  |  | 1982 |  |  |  | 1998 |  |  |  | 30 years | 
|Radisson Hotel Mt. Laurel Mt. Laurel,
	New Jersey              |  |             | 15,903 |                 |  |                | 2,200 |              |  |             | 13,703 |                  |  |  | 1975 |  |  |  | 1998 |  |  |  | 30 years | 
|Pink Shell Beach Resort
	Ft. Myers, Florida                    |  |             | 21,872 |                 |  |                | 1,678 |              |  |             | 20,194 |                  |  |  | 1989 |  |  |  | 1998 |  |  |  | 30 years | 
|Doubletree Sacramento
	Sacramento, California                  |  |             | 48,215 |                 |  |                | 5,153 |              |  |             | 43,062 |                  |  |  | 1974 |  |  |  | 1998 |  |  |  | 30 years | 
|Doubletree Colorado Springs
	Colorado Springs, Colorado        |  |             | 35,890 |                 |  |                | 3,840 |              |  |             | 32,050 |                  |  |  | 1986 |  |  |  | 1998 |  |  |  | 30 years | 
|Doubletree Boise
	Boise, Idaho                                 |  |             | 28,171 |                 |  |                | 3,007 |              |  |             | 25,164 |                  |  |  | 1968 |  |  |  | 1998 |  |  |  | 30 years | 

F-23



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##### Table of Contents



|                                                   |       |              |     |              |  |               |       |                     |  |                  |        |         |  |              |   |    |   |  |        |        |  |  |       |        |  |  |        |         | 
|-------------------------------------------------- | ----- | ------------ | --- | ------------ |  | ------------- | ----- | ------------------- |  | ---------------- | ------ | ------- |  | ------------ | - | -- | - |  | ------ | ------ |  |  | ----- | ------ |  |  | ------ | ------- | 
|                                                   |       |              |     |              |  |               |       |                     |  |                  |        |        
|                                                   |       |              |     |              |  |               |       |                     |  | Gross Amounts at
|                                                   |       |              |     |              |  |               |       | Costs Capitalized   |  | Which           
|                                                   |       |              |     |              |  | Subsequent to |       | Carried at Close of
|                                                   |       |              |     | Initial Cost |  | Acquisition   |       | Period             
|                                                   |       |              |     |              |  |               |       |                    
|                                                   |       |              |     |              |  | Buildings and |       |                     |  | Building and     |        |         |  | Building and
|Description                                        |       | Encumbrances |     | Land         |  | Improvements  |       | Land                |  | Improvements     |        | Land    |  | Improvements
|                                                   |       |              |     |              |  |               |       |                     |  |                  |        |         |  |             
|Doubletree Omaha
	Omaha, Nebraska                  |       |              | (b | )            |  |               | 1,100 |                     |  |                  | 19,690 |         |  |              |  |    |   |  | 3,366  |        |  |  | 1,100 |        |  |  | 23,056 |        
|Doubletree Springfield
	Springfield, Oregon        |       |              | (b | )            |  |               | 2,160 |                     |  |                  | 6,050  |         |  |              |  |    |   |  | (1,617 | )      |  |  | 2,160 |        |  |  | 4,433  |        
|Doubletree Portland Lloyd Center
	Portland, Oregon |       |              | (b | )            |  |               | 3,900 |                     |  |                  | 61,633 |         |  |              |  |    |   |  | 1,592  |        |  |  | 3,900 |        |  |  | 63,225 |        
|Doubletree Portland Downtown
	Portland, Oregon     |       |              | (b | )            |  |               | 1,800 |                     |  |                  | 21,034 |         |  |              |  |    |   |  | 631    |        |  |  | 1,800 |        |  |  | 21,665 |        
|Doubletree Bellevue
	Bellevue, Washington          |       |              | (b | )            |  |               | 2,400 |                     |  |                  | 13,730 |         |  |              |  |    |   |  | (7     | )      |  |  | 2,400 |        |  |  | 13,723 |        
|Doubletree Spokane Valley
	Spokane, Washington     |       |              | (b | )            |  |               | 1,630 |                     |  |                  | 6,693  |         |  |              |  |    |   |  | (2,731 | )      |  |  | 1,630 |        |  |  | 3,962  |        
|Doubletree Yakima Valley
	Yakima, Washington       |       |              | (b | )            |  |               | 1,140 |                     |  |                  | 6,188  |         |  |              |  |    |   |  | (3,253 | )      |  |  | 1,140 |        |  |  | 2,935  |        
|Embassy Suites Southfield
	Southfield, Michigan    |       |              | (d | )            |  |               | 777   |                     |  |                  | 7,639  |         |  |              |  |    |   |  | 2,927  |        |  |  | 777   |        |  |  | 10,566 |        
|Doubletree Hotel San Antonio San Antonio, Texas    |       |              | (d | )            |  |               | 1,140 |                     |  |                  | 11,203 |         |  |              |  |    |   |  | 479    |        |  |  | 1,140 |        |  |  | 11,682 |        
|                                                   |       |              |     |              |  |               |       |                     |  |                  |        |         |  |              |   |    |   |  |        |        |  |  |       |        |  |  |        |        
|                                                   | Total |              |     |              |  |               | $     | 55,148              |  |                  | $      | 477,513 |  |              | $ | (3 | ) |  | $      | 18,690 |  |  | $     | 55,145 |  |  | $      | 496,203 | 
|                                                   |       |              |     |              |  |               |       |                     |  |                  |        |         |  |              |   |    |   |  |        |        |  |  |       |        |  |  |        |        

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                   |       |             |        |                 |  |                |       |              |  |             |        |                  |  |  |         |  |  |  |      |  |  |  |          |  | 
|-------------------------------------------------- | ----- | ----------- | ------ | --------------- |  | -------------- | ----- | ------------ |  | ----------- | ------ | ---------------- |  |  | ------- |  |  |  | ---- |  |  |  | -------- |  | 
|                                                   |       |             |        | Accumulated     |  | Net Book       |       |              |  |             |        | Life on Which   
|                                                   |       |             |        | Depreciation    |  | Value Land and |       |              |  |             |        | Depreciation in 
|                                                   |       |             |        | Buildings and   |  | Buildings and  |       | Date of      |  | Date of     |        | Income Statement
|Description                                        |       | Total(g)(h) |        | Improvements(i) |  | Improvements   |       | Construction |  | Acquisition |        | is Computed     
|                                                   |       |             |        |                 |  |                |       |              |  |             |        |                 
|Doubletree Omaha
	Omaha, Nebraska                  |       |             | 24,156 |                 |  |                | 2,607 |              |  |             | 21,549 |                  |  |  | 1970/81 |  |  |  | 1998 |  |  |  | 30 years | 
|Doubletree Springfield
	Springfield, Oregon        |       |             | 6,593  |                 |  |                | 897   |              |  |             | 5,696  |                  |  |  | 1973    |  |  |  | 1998 |  |  |  | 30 years | 
|Doubletree Portland Lloyd Center
	Portland, Oregon |       |             | 67,125 |                 |  |                | 7,491 |              |  |             | 59,634 |                  |  |  | 1964/81 |  |  |  | 1998 |  |  |  | 30 years | 
|Doubletree Portland Downtown
	Portland, Oregon     |       |             | 23,465 |                 |  |                | 2,561 |              |  |             | 20,904 |                  |  |  | 1972    |  |  |  | 1998 |  |  |  | 30 years | 
|Doubletree Bellevue
	Bellevue, Washington          |       |             | 16,123 |                 |  |                | 1,570 |              |  |             | 14,553 |                  |  |  | 1981    |  |  |  | 1998 |  |  |  | 30 years | 
|Doubletree Spokane Valley
	Spokane, Washington     |       |             | 5,592  |                 |  |                | 790   |              |  |             | 4,802  |                  |  |  | 1969    |  |  |  | 1998 |  |  |  | 30 years | 
|Doubletree Yakima Valley
	Yakima, Washington       |       |             | 4,075  |                 |  |                | 677   |              |  |             | 3,398  |                  |  |  | 1968    |  |  |  | 1998 |  |  |  | 30 years | 
|Embassy Suites Southfield
	Southfield, Michigan    |       |             | 11,343 |                 |  |                | 367   |              |  |             | 10,976 |                  |  |  | 1978    |  |  |  | 2000 |  |  |  | 30 years | 
|Doubletree Hotel San Antonio San Antonio, Texas    |       |             | 12,822 |                 |  |                | 511   |              |  |             | 12,311 |                  |  |  | 1987    |  |  |  | 2000 |  |  |  | 30 years | 
|                                                   |       |             |        |                 |  |                |       |              |  |             |        |                  |  |  |         |  |  |  |      |  |  |  |          | 
|                                                   | Total |             | $      | 551,348         |  |                | $     | 71,759       |  |             | $      | 479,589          |  |  |         |  |  |  |      |  |  |  |          |  | 
|                                                   |       |             |        |                 |  |                |       |              |  |             |        |                  |  |  |         |  |  |  |      |  |  |  |          | 



---



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | These hotels are collateral for the $45,000 term
	note payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   
|(b) | These hotels are collateral for the $130,000 term
	note payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(c) | These hotels are collateral for the $108,000 term
	note payable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(d) | These hotels are collateral for the $65,000
	credit facility.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   
|(e) | Effective February 1, 2000, the Partnership
	took over the operations of the Radisson Hotel Mt. Laurel under
	the REIT tax regulations related to foreclosure properties. The
	hotel was owned 85% by the Partnership under a joint venture
	agreement with an affiliate of Radisson Hotels Worldwide and
	leased to the Radisson affiliate. The lease was terminated and
	the Partnership obtained 100% interest in the hotel. The
	elimination of Radissons interest in the hotel ($3,573)
	was accounted for as a reduction in the value of the building as
	of December 31, 1999.



|    |                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(f) | Effective November 30, 2001, Meristar
	assigned their 20% minority interest in the joint venture which
	owns the hotel to the Partnership. The elimination of the
	minority interest in the hotel ($5,129) was accounted for as a
	reduction in the value of the building as of November 30, 2001.



|    |                                                                                              
|--- | ---------------------------------------------------------------------------------------------
|(g) | Aggregate cost for federal income tax reporting
	purposes at December 31, 2001 is as follows:

|                           |  |   |         | 
|-------------------------- |  | - | ------- | 
|Land                       |  | $ | 54,248  | 
|Buildings and improvements |  |   | 566,322 | 
|                           |  |   |         | 
|                           |  | $ | 620,570 | 
|                           |  |   |         | 



|    |                                                                     
|--- | --------------------------------------------------------------------
|(h) | Reconciliation of Gross Amounts of Land,
	Buildings and Improvements

|                                               |  |   |         |  
|---------------------------------------------- |  | - | ------- | -
|Balance as of December 31, 2000                |  | $ | 577,765 |  
|Disposals                                      |  |   | (10,860 | )
|Write-down of carrying value of certain assets |  |   | (23,605 | )
|Improvements and other additions               |  |   | 8,048   |  
|                                               |  |   |         |  
|Balance as of December 31, 2001                |  | $ | 551,348 |  
|                                               |  |   |         |  



|    |                                                                          
|--- | -------------------------------------------------------------------------
|(i) | Reconciliation of Accumulated Depreciation of
	Buildings and Improvements

|                             |  |   |        |  
|---------------------------- |  | - | ------ | -
|Balance at December 31, 2000 |  | $ | 54,030 |  
|Disposals                    |  |   | (1,534 | )
|Depreciation expense         |  |   | 19,263 |  
|                             |  |   |        |  
|Balance at December 31, 2001 |  | $ | 71,759 |  
|                             |  |   |        |  

F-24



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##### Table of Contents



REPORT OF INDEPENDENT PUBLIC
ACCOUNTANTS

To the Board of Directors of

Boykin Management Company


Limited Liability Company:


We have audited the accompanying consolidated
balance sheets of Boykin Management Company Limited Liability
Company (an Ohio limited liability company) and subsidiaries as
of December 31, 2001 and 2000, and the related consolidated
statements of operations and comprehensive income, members
capital and cash flows for each of the three years in the period
ended December 31, 2001. These financial statements are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with
auditing standards generally accepted in the United States.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred
to above present fairly, in all material respects, the financial
position of Boykin Management Company Limited Liability Company
and subsidiaries as of December 31, 2001 and 2000 and the
results of their operations and their cash flows for each of the
three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the
United States.

ARTHUR ANDERSEN LLP

Cleveland, Ohio,

February 8, 2002.


F-25



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY AND
SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2001 AND 2000

(amounts in thousands)

|                                                            |                                                                                                           |      |        |        |   |   |        |        |  
|----------------------------------------------------------- | --------------------------------------------------------------------------------------------------------- | ---- | ------ | ------ | - | - | ------ | ------ | -
|                                                            |                                                                                                           | 2001 |        | 2000  
|                                                            |                                                                                                           |      |        |       
|ASSETS                                                      |                                                                                                           |      |        |        |   |   |        |       
|Cash and cash equivalents                                   |                                                                                                           | $    | 10,292 |        |   | $ | 24,506 |       
|Accounts receivable:                                        |                                                                                                           |      |        |        |   |   |        |       
|                                                            | Trade, net of allowance for doubtful accounts of
	$0 and $160 at December 31, 2001 and 2000, respectively |      |        | 221    |   |   |        | 11,436 |  
|                                                            | Related party                                                                                             |      |        | 2,733  |   |   |        | 2,224  |  
|                                                            | Other                                                                                                     |      |        | 54     |   |   |        | 241    |  
|Inventories                                                 |                                                                                                           |      |       |        |   |   | 2,253  |       
|Property and equipment, net                                 |                                                                                                           |      | 273    |        |   |   | 300    |       
|Investment in Boykin Lodging Company                        |                                                                                                           |      | 184    |        |   |   | 158    |       
|Boykin Hotel Properties, L.P. Partnership
	Units receivable |                                                                                                           |      | 11,394 |        |   |   |       |       
|Prepaid expenses and other assets                           |                                                                                                           |      | 207    |        |   |   | 2,318  |       
|                                                            |                                                                                                           |      |        |        |   |   |        |       
|                                                            |                                                                                                           | $    | 25,358 |        |   | $ | 43,436 |       
|                                                            |                                                                                                           |      |        |        |   |   |        |       
|LIABILITIES AND MEMBERS
	CAPITAL                           |                                                                                                           |      |        |        |   |   |        |       
|Rent payable to related party                               |                                                                                                           | $    | 1,118  |        |   | $ | 5,550  |       
|Payable to related party  termination
	of leases           |                                                                                                           |      | 2,008  |        |   |   |       |       
|Accounts payable:                                           |                                                                                                           |      |        |        |   |   |        |       
|                                                            | Trade                                                                                                     |      |        | 166    |   |   |        | 5,358  |  
|                                                            | Advance deposits and other                                                                                |      |        | 10     |   |   |        | 1,107  |  
|                                                            | Bank overdraft liability                                                                                  |      |        |       |   |   |        | 7,493  |  
|Accrued expenses:                                           |                                                                                                           |      |        |        |   |   |        |       
|                                                            | Accrued payroll                                                                                           |      |        | 68     |   |   |        | 1,354  |  
|                                                            | Accrued vacation                                                                                          |      |        | 148    |   |   |        | 3,128  |  
|                                                            | Accrued sales, use and occupancy taxes                                                                    |      |        |       |   |   |        | 1,733  |  
|                                                            | Accrued management fee                                                                                    |      |        |       |   |   |        | 2,979  |  
|                                                            | Deferred management fee                                                                                   |      |        |       |   |   |        | 2,474  |  
|                                                            | Other accrued liabilities                                                                                 |      |        | 1,221  |   |   |        | 5,608  |  
|                                                            |                                                                                                           |      |        |        |   |   |        |       
|                                                            | Total liabilities                                                                                         |      |        | 4,739  |   |   |        | 36,784 |  
|                                                            |                                                                                                           |      |        |        |   |   |        |       
|MEMBERS CAPITAL:                                           |                                                                                                           |      |        |        |   |   |        |       
|                                                            | Capital contributed                                                                                       |      |        | 3,000  |   |   |        | 3,000  |  
|                                                            | Retained earnings                                                                                         |      |        | 17,941 |   |   |        | 3,948  |  
|                                                            | Accumulated other comprehensive loss                                                                      |      |        | (322   | ) |   |        | (296   | )
|                                                            |                                                                                                           |      |        |        |   |   |        |       
|                                                            | Total members capital                                                                                    |      |        | 20,619 |   |   |        | 6,652  |  
|                                                            |                                                                                                           |      |        |        |   |   |        |       
|                                                            |                                                                                                           | $    | 25,358 |        |   | $ | 43,436 |       
|                                                            |                                                                                                           |      |        |        |   |   |        |       

The accompanying notes to consolidated financial
statements

are an integral part of these balance sheets.


F-26



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY AND
SUBSIDIARIES


CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000
AND 1999

(amounts in thousands)

|                     |                                            |                               |        |         |         |      |       |         |         |   |       |         |         |  
|-------------------- | ------------------------------------------ | ----------------------------- | ------ | ------- | ------- | ---- | ----- | ------- | ------- | - | ----- | ------- | ------- | -
|                     |                                            | 2001                          |        | 2000    |         | 1999
|                     |                                            |                               |        |         |         |     
|Revenues:            |                                            |                               |        |         |         |      |       |         |         |   |       |        
|                     | Room revenue                               |                               | $      | 149,083 |         |      | $     | 173,765 |         |   | $     | 160,528 |        
|                     | Food and beverage revenue                  |                               |        | 69,450  |         |      |       | 76,731  |         |   |       | 75,140  |        
|                     | Other hotel revenue                        |                               |        | 13,928  |         |      |       | 16,230  |         |   |       | 16,753  |        
|                     | Other revenue                              |                               |        | 3,533   |         |      |       | 2,690   |         |   |       | 2,670   |        
|                     |                                            |                               |        |         |         |      |       |         |         |   |       |        
|                     |                                            | Total revenues                |        |         | 235,994 |      |       |         | 269,416 |   |       |         | 255,091 |  
|                     |                                            |                               |        |         |         |      |       |         |         |   |       |        
|Expenses:            |                                            |                               |        |         |         |      |       |         |         |   |       |        
|                     | Departmental expenses of hotels:           |                               |        |         |         |      |       |         |         |   |       |         |        
|                     |                                            | Rooms                         |        |         | 37,638  |      |       |         | 42,383  |   |       |         | 38,854  |  
|                     |                                            | Food and beverage             |        |         | 48,282  |      |       |         | 53,825  |   |       |         | 53,626  |  
|                     |                                            | Other                         |        |         | 7,840   |      |       |         | 8,581   |   |       |         | 9,131   |  
|                     | Cost of goods sold of non-hotel operations |                               |        | 15      |         |      |       | 248     |         |   |       | 517     |        
|                     | Percentage lease expense                   |                               |        | 64,175  |         |      |       | 78,819  |         |   |       | 73,289  |        
|                     | General and administrative                 |                               |        | 26,843  |         |      |       | 28,374  |         |   |       | 26,217  |        
|                     | Advertising and promotion                  |                               |        | 13,965  |         |      |       | 14,805  |         |   |       | 13,057  |        
|                     | Utilities                                  |                               |        | 8,490   |         |      |       | 9,999   |         |   |       | 9,210   |        
|                     | Franchisor royalties and other charges     |                               |        | 8,585   |         |      |       | 8,723   |         |   |       | 7,842   |        
|                     | Repairs and maintenance                    |                               |        | 11,623  |         |      |       | 12,588  |         |   |       | 11,588  |        
|                     | Depreciation and amortization              |                               |        | 101     |         |      |       | 104     |         |   |       | 118     |        
|                     | Management fee                             |                               |        | 5,756   |         |      |       | 8,114   |         |   |       | 8,411   |        
|                     | Gain on termination of leases, net         |                               |        | (12,604 | )       |      |       |        |         |   |       |        |        
|                     | Other                                      |                               |        | 292     |         |      |       | (330    | )       |   |       | 548     |        
|                     |                                            |                               |        |         |         |      |       |         |         |   |       |        
|                     |                                            | Total expenses                |        |         | 221,001 |      |       |         | 266,233 |   |       |         | 252,408 |  
|                     |                                            |                               |        |         |         |      |       |         |         |   |       |        
|Net income           |                                            | $                             | 14,993 |         |         | $    | 3,183 |         |         | $ | 2,683 |        
|                     |                                            | Unrealized loss on investment |        |         | (26     | )    |       |         | (45     | ) |       |         | (8      | )
|                     |                                            |                               |        |         |         |      |       |         |         |   |       |        
|Comprehensive income |                                            | $                             | 14,967 |         |         | $    | 3,138 |         |         | $ | 2,675 |        
|                     |                                            |                               |        |         |         |      |       |         |         |   |       |        

The accompanying notes to consolidated financial
statements

are an integral part of these statements.


F-27



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY AND
SUBSIDIARIES


CONSOLIDATED STATEMENTS OF MEMBERS
CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000
AND 1999

(amounts in thousands)

|                             |                                       |             |       |          |  |               |        |        |   |   |      |     |  
|---------------------------- | ------------------------------------- | ----------- | ----- | -------- |  | ------------- | ------ | ------ | - | - | ---- | --- | -
|                             |                                       |             |       |          |  | Accumulated  
|                             |                                       |             |       |          |  | Other        
|                             |                                       | Contributed |       | Retained |  | Comprehensive
|                             |                                       | Capital     |       | Earnings |  | Income       
|                             |                                       |             |       |          |  |              
|Balance at December 31, 1998 |                                       | $           | 3,000 |          |  | $             | 1,282  |        |   | $ | (243 | )  
|                             | Net income                            |             |       |         |  |               |        | 2,683  |   |   |      |    |  
|                             | Unrealized depreciation of investment |             |       |         |  |               |        |       |   |   |      | (8  | )
|                             |                                       |             |       |          |  |               |        |        |   |   |      |    
|Balance at December 31, 1999 |                                       |             | 3,000 |          |  |               | 3,965  |        |   |   | (251 | )  
|                             | Net income                            |             |       |         |  |               |        | 3,183  |   |   |      |    |  
|                             | Distribution to members               |             |       |         |  |               |        | (3,200 | ) |   |      |    |  
|                             | Unrealized depreciation of investment |             |       |         |  |               |        |       |   |   |      | (45 | )
|                             |                                       |             |       |          |  |               |        |        |   |   |      |    
|Balance at December 31, 2000 |                                       |             | 3,000 |          |  |               | 3,948  |        |   |   | (296 | )  
|                             | Net income                            |             |       |         |  |               |        | 14,993 |   |   |      |    |  
|                             | Distribution to members               |             |       |         |  |               |        | (1,000 | ) |   |      |    |  
|                             | Unrealized depreciation of investment |             |       |         |  |               |        |       |   |   |      | (26 | )
|                             |                                       |             |       |          |  |               |        |        |   |   |      |    
|Balance at December 31, 2001 |                                       | $           | 3,000 |          |  | $             | 17,941 |        |   | $ | (322 | )  
|                             |                                       |             |       |          |  |               |        |        |   |   |      |    

The accompanying notes to consolidated financial
statements

are an integral part of these statements.


F-28



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY AND
SUBSIDIARIES


CONSOLIDATED STATEMENTS OF CASH
FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2001, 2000
AND 1999

(amounts in thousands)

|                                                      |                                                                                              |                                                      |                                   |        |         |         |        |        |        |        |        |       |       |       |  
|----------------------------------------------------- | -------------------------------------------------------------------------------------------- | ---------------------------------------------------- | --------------------------------- | ------ | ------- | ------- | ------ | ------ | ------ | ------ | ------ | ----- | ----- | ----- | -
|                                                      |                                                                                              | 2001                                                 |                                   | 2000   |         | 1999   
|                                                      |                                                                                              |                                                      |                                   |        |         |        
|Cash flows from operating activities:                 |                                                                                              |                                                      |                                   |        |         |         |        |        |        |        |        |      
|                                                      | Net income                                                                                   |                                                      | $                                 | 14,993 |         |         | $      | 3,183  |        |        | $      | 2,683 |      
|                                                      | Adjustments to reconcile net income to net cash
	provided by (used in) operating activities: |                                                      |                                   |        |         |         |        |        |        |        |        |       |      
|                                                      |                                                                                              | Depreciation and amortization                        |                                   |        | 101     |         |        |        | 104    |        |        |       | 118   |      
|                                                      |                                                                                              | Non-cash gain on termination of leases               |                                   |        | (11,394 | )       |        |        |       |        |        |       |      |      
|                                                      |                                                                                              | Changes in assets and liabilities:                   |                                   |        |         |         |        |        |        |        |        |       |       |      
|                                                      |                                                                                              |                                                      | Accounts receivable               |        |         | 10,893  |        |        |        | (2,808 | )      |       |       | 153   |  
|                                                      |                                                                                              |                                                      | Inventories                       |        |         | 2,253   |        |        |        | 113    |        |       |       | (306  | )
|                                                      |                                                                                              |                                                      | Prepaid expenses and other assets |        |         | 2,111   |        |        |        | 145    |        |       |       | (43   | )
|                                                      |                                                                                              |                                                      | Payable to related party          |        |         | (2,424  | )      |        |        | 358    |        |       |       | 444   |  
|                                                      |                                                                                              |                                                      | Accounts payable                  |        |         | (13,782 | )      |        |        | 3,227  |        |       |       | 2,037 |  
|                                                      |                                                                                              |                                                      | Accrued expenses                  |        |         | (15,839 | )      |        |        | 2,669  |        |       |       | 2,744 |  
|                                                      |                                                                                              |                                                      | Other                             |        |         | (52     | )      |        |        |       |        |       |       |      |  
|                                                      |                                                                                              |                                                      |                                   |        |         |         |        |        |        |        |        |      
|                                                      |                                                                                              | Net cash provided by (used in)
	operating activities |                                   |        | (13,140 | )       |        |        | 6,991  |        |        |       | 7,830 |      
|                                                      |                                                                                              |                                                      |                                   |        |         |         |        |        |        |        |        |      
|Cash flows from investing activities:                 |                                                                                              |                                                      |                                   |        |         |         |        |        |        |        |        |      
|                                                      | Property additions, net                                                                      |                                                      |                                   | (74    | )       |         |        | (72    | )      |        |        | (16   | )    
|                                                      |                                                                                              |                                                      |                                   |        |         |         |        |        |        |        |        |      
|                                                      |                                                                                              | Net cash used for investing activities               |                                   |        | (74     | )       |        |        | (72    | )      |        |       | (16   | )    
|                                                      |                                                                                              |                                                      |                                   |        |         |         |        |        |        |        |        |      
|Cash flows from financing activities:                 |                                                                                              |                                                      |                                   |        |         |         |        |        |        |        |        |      
|                                                      | Distribution to members                                                                      |                                                      |                                   | (1,000 | )       |         |        | (3,200 | )      |        |        |      |      
|                                                      |                                                                                              |                                                      |                                   |        |         |         |        |        |        |        |        |      
|                                                      |                                                                                              | Net cash used for financing activities               |                                   |        | (1,000  | )       |        |        | (3,200 | )      |        |       |      |      
|                                                      |                                                                                              |                                                      |                                   |        |         |         |        |        |        |        |        |      
|Net increase (decrease) in cash and
	cash equivalents |                                                                                              |                                                      | (14,214                           | )      |         |         | 3,719  |        |        |        | 7,814  |      
|Cash and cash equivalents, beginning
	of period       |                                                                                              |                                                      | 24,506                            |        |         |         | 20,787 |        |        |        | 12,973 |      
|                                                      |                                                                                              |                                                      |                                   |        |         |         |        |        |        |        |        |      
|Cash and cash equivalents, end of period              |                                                                                              | $                                                    | 10,292                            |        |         | $       | 24,506 |        |        | $      | 20,787 |      
|                                                      |                                                                                              |                                                      |                                   |        |         |         |        |        |        |        |        |      

The accompanying notes to consolidated financial
statements

are an integral part of these statements.


F-29



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY

LIMITED LIABILITY COMPANY AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS

DECEMBER 31, 2001 AND 2000


(Dollar amounts in thousands)



|   |                         
|-- | ------------------------
|1. | Description of Business:

As of December 31, 2001, Boykin Management
Company Limited Liability Company and its subsidiaries
(collectively, BMC):



| |   |                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------
| |  | lease and operate full and limited service hotels
	located throughout the United States pursuant to long-term
	percentage leases;
|
| |  | manage full and limited service hotels located
	throughout the United States pursuant to management agreements;                  
|
| |  | provide national purchasing services to hotels;
	and                                                                             
|
| |  | provide interior design and project management
	services to hotels and other businesses.                                         



|   |              
|-- | -------------
|2. | Organization:

BMC was formed and commenced operations on
November 4, 1996 to continue and expand the 42-year history
of hotel management of its predecessors, Boykin Management
Company and its affiliates. BMC is an Ohio limited liability
company that is indirectly owned by Robert W. Boykin (53.8%) and
John E. Boykin (46.2%). Robert W. Boykin is the Chairman and
Chief Executive Officer of Boykin Lodging Company
(Boykin). As of December 31, 2001, BMC and its
subsidiaries leased and/or managed 27 hotels owned by Boykin and
manage two other hotels owned by third parties.

The Work Incentives Improvement Act of 1999
(REIT Modernization Act) amended the tax laws to
permit real estate investment trusts, like Boykin, to lease
hotels to a subsidiary that qualifies as a taxable REIT
subsidiary (TRS) as long as the TRS engages an
independent hotel management company to operate those hotels
under a management contract. Effective January 1, 2002,
Boykin implemented this structure for the properties previously
leased to BMC.

In conjunction with the TRS transaction, as of
December 31, 2001, Boykin had entered into agreements to
acquire 16 subsidiaries of BMC. Boykin acquired these entities
and certain working capital assets and liabilities of those
hotels, for consideration of $13.0 million comprised of
1,427,000 limited partnership units of Boykin Hotel Properties,
L.P., Boykins operating partnership, valued at
$11.4 million, and the assumption of $1.6 million of
working capital liabilities in excess of assets relating to
Westboy, LLC (Westboy). Westboy was a subsidiary of
BMC which leased ten Doubletree-licensed hotels from Boykin. The
net gain recorded in the accompanying consolidated statements of
operations is comprised of the $13.0 million consideration
discussed above less transaction costs of $.4 million,

Effective on January 1, 2002, Boykin entered
into new management agreements with BMC to operate 15 of the
hotels previously leased to BMC. The Management Agreements have
terms of three to nine years, but are cancelable by Boykin
without penalty upon 90 days notice.

Effective January 1, 2002, BMCs
wholly-owned subsidiaries consisted of the following entities:



| |   |                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | Spectrum Design Services, LLC
	(Spectrum)  a hotel design, purchasing
	and project management company;                  
|
| |  | Purchasing Concepts I, LLC
	(PCI)  a hotel food and beverage
	operating and purchasing company;                         
|
| |  | ChiBoy, LLC (ChiBoy)  an
	entity that manages a hotel in Chicago, Illinois from an
	affiliate of Boykin Lodging Company;

F-30



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued







| |   |                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------
| |  | JerseyBoy, LLC
	(JerseyBoy)  an entity that manages a
	hotel owned by Boykin Lodging Company in Mt. Laurel, New Jersey;
|
| |  | Boykin Enterprises, LLC  an entity
	that manages hotels and restaurants owned by third parties.                          



|   |                                             
|-- | --------------------------------------------
|3. | Summary of Significant Accounting
	Policies:



| |                            
| | ---------------------------
| | Principles of Consolidation

The accompanying consolidated financial
statements of BMC include BMC and all of the wholly owned
subsidiaries listed in Note 2. All material intercompany
transactions and balances have been eliminated.



| |                          
| | -------------------------
| | Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand
and in banks plus short-term investments with an original
maturity of three months or less.



| |            
| | -----------
| | Inventories

Inventories consisting primarily of food and
beverages and gift store merchandise are stated at the lower of
first-in, first-out cost or market.



| |                       
| | ----------------------
| | Property and Equipment

Property and equipment is comprised of the
following:

|                                                  |  |      |       |      |  |   |       |  
|------------------------------------------------- |  | ---- | ----- | ---- |  | - | ----- | -
|                                                  |  | 2001 |       | 2000
|                                                  |  |      |       |     
|Furniture and equipment                           |  | $    | 1,116 |      |  | $ | 1,042 |  
|Less  Accumulated depreciation
	and amortization |  |      | (843  | )    |  |   | (742  | )
|                                                  |  |      |       |      |  |   |       |  
|                                                  |  | $    | 273   |      |  | $ | 300   |  
|                                                  |  |      |       |      |  |   |       |  

Property and equipment is stated at cost.
Depreciation and amortization is calculated using the
straight-line and accelerated methods based upon the following
estimated useful lives.

|                        |  |  |            | 
|----------------------- |  |  | ---------- | 
|Leasehold improvements  |  |  | 7-10 years | 
|Furniture and equipment |  |  | 3-10 years | 

Maintenance and repairs are charged to operations
as incurred. Upon the sale or disposition of a fixed asset, the
asset and related accumulated depreciation are removed from the
accounts and the gain or loss is included in the determination
of net income or loss.



| |                                     
| | ------------------------------------
| | Investment in Boykin Lodging Company

BMC owns 23,124 common shares of Boykin Lodging
Company. BMC accounts for this investment in accordance with
Statement of Financial Accounting Standards
(SFAS) No. 115, Accounting for Certain
Investment in Debt and Equity Securities. The investment
is classified as available-for-sale pursuant to the provisions
of SFAS No. 115. Consequently, these securities are being
carried at fair market value with all unrealized gains and
losses being reported as a separate component of members
capital. Total unrealized depreciation was $322 and $296 at
December 31, 2001 and 2000, respectively.

F-31



---



##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued







| |                    
| | -------------------
| | Revenue Recognition

Revenue is recognized as earned. Ongoing credit
evaluations are performed and an allowance for potential credit
losses is provided against the portion of accounts receivable
that is estimated to be uncollectible.

For hotels operated by BMC pursuant to long-term
percentage leases, BMC recognizes the room, food, beverage and
other hotel revenues as earned. For hotels which are managed by
a subsidiary of BMC pursuant to management agreements, BMC
recognizes management fee revenue as earned pursuant to the
terms of the respective agreements.



| |                         
| | ------------------------
| | Percentage Lease Expense

For both annual and interim reporting purposes,
BMC recognizes percentage lease expense pursuant to the
provisions of the related percentage lease agreements.



| |                
| | ---------------
| | Franchise Costs

The cost of obtaining franchise licenses is paid
by Boykin Hotel Properties, L.P., and the ongoing franchise fees
are paid by BMC for all properties that it leases. These fees
are generally computed as a percentage of room revenue for each
hotel in accordance with franchise agreements.



| |                                    
| | -----------------------------------
| | Fair Value of Financial Instruments

SFAS No. 107 requires all entities to
disclose the fair value of certain financial instruments in
their financial statements. The primary financial instruments of
BMC are cash and cash equivalents, the fair value of which
approximates historical carrying value due to the short maturity
of these instruments, and the investment in the common shares of
the Boykin Lodging Company, which are carried at the year-end
market value as discussed above.



| |             
| | ------------
| | Income Taxes

BMC is a limited liability company which is taxed
for federal income tax purposes as a partnership, and
accordingly, no income tax provision has been recorded.



| |                 
| | ----------------
| | Use of Estimates

The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could
differ from those estimates.



| |                     
| | --------------------
| | Comprehensive Income

BMC accounts for comprehensive income under the
provisions of SFAS No. 130 Reporting Comprehensive
Income, which requires disclosure of comprehensive income
and its components in a full set of general-purpose financial
statements. Comprehensive income is defined as changes in
members equity from non-owner sources, which for BMC
consist of differences between the cost basis and fair market
value of its investment in 23,124 common shares of Boykin
Lodging Company. For the years ended December 31, 2001,
2000, and 1999 the differences between net income and
comprehensive income were due to the increase or decline in
market value of the investment.

F-32



---



##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued







|   |                             
|-- | ----------------------------
|4. | Percentage Lease Agreements:



| |                        
| | -----------------------
| | BMC Leases on 15 Hotels

Through December 31, 2001, BMC leased 15
hotels (the BMC Hotels) from the Partnership
pursuant to long-term percentage leases. The BMC Hotels are
located in Cleveland, Ohio; Columbus, Ohio; Buffalo, New York;
Berkeley, California; Raleigh, North Carolina; Charlotte, North
Carolina (2); High Point, North Carolina; Knoxville, Tennessee;
Ft. Myers, Florida; Melbourne, Florida (2); San Antonio, Texas;
Southfield, Michigan; and French Lick, Indiana. In connection
with Boykin Lodging Companys hotel exchange with Hilton
Hotels Corporation (Hilton) in September 2000,
a lease related to a hotel in Cleveland, Ohio was terminated and
two new lease agreements for the San Antonio and Southfield
properties commenced.

As defined in the terms of the leases, BMC was
required to pay the higher of minimum rent, as defined, or
percentage rent. Percentage rent applicable to room and other
hotel revenue varies by lease and is calculated by multiplying
fixed percentages by the total amounts of such revenues over
specified threshold amounts. Percentage rent related to food and
beverage revenues and other revenues, in some cases, is based on
fixed percentages of such revenues. Both the threshold amounts
used in computing percentage rent and minimum rent on room and
other hotel revenues are subject to adjustments as of January 1
of each year based on increases in the United States Consumer
Price Index.

For both annual and interim reporting purposes,
BMC recognizes percentage lease expense pursuant to the
provisions of the related percentage lease agreement.

Other than real estate and personal property
taxes, casualty insurance, ground lease rental, and capital
improvements, which are obligations of the Partnership, the
percentage leases required BMC to pay all costs and expenses
incurred in the operation of the BMC Hotels.

The percentage leases require BMC to indemnify
Boykin against all liabilities, costs and expenses incurred by,
imposed on or asserted against the Partnership in the normal
course of operating the BMC Hotels.



| |                                         
| | ----------------------------------------
| | Westboy Lease on Ten Doubletree
	Hotels:

Effective January 1, 1998, Westboy entered
into a long-term percentage lease agreement with Red Lion Inns
Operating L.P. (OLP) with terms similar to those
described above. Boykin acquired OLP on May 22, 1998. The
ten Doubletree-licensed hotels (the Doubletree
Hotels) leased by Westboy are located in California,
Oregon (3), Washington (3), Colorado, Idaho and Nebraska. The
hotels are managed by a subsidiary of Hilton.

The initial term of Westboys percentage
lease agreement expires December 31, 2002. Westboy has the
option, but not the obligation, to renew the lease for
additional five-year terms, or may negotiate new terms
acceptable to both Westboy and OLP. Selected financial
information of Westboy is as follows:

|                             |  |               |        |            |  |  |        |  
|---------------------------- |  | ------------- | ------ | ---------- |  |  | ------ | -
|                             |  | Percentage    |        | Net Income
|                             |  | Lease Expense |        | (loss)    
|                             |  |               |        |           
|Year ended December 31, 1999 |  |               | 29,478 |            |  |  | 119    |  
|Year ended December 31, 2000 |  |               | 29,235 |            |  |  | (1,217 | )
|Year ended December 31, 2001 |  |               | 25,587 |            |  |  | (848   | )

|                          |  |              |   |              |  |   |       | 
|------------------------- |  | ------------ | - | ------------ |  | - | ----- | 
|                          |  | December 31, |   | December 31,
|                          |  | 2001         |   | 2000        
|                          |  |              |   |             
|Cash and cash equivalents |  | $            |  |              |  | $ | 8,010 | 
|Members equity           |  |              |  |              |  |   | 95    | 

F-33



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued





Upon commencement of the lease agreement, BMC
made an initial capital contribution to Westboy of $1,000, of
which $900 was funded with a demand promissory note. Assets of
Westboy are not available to pay the creditors of any other
entity, except to the extent of permitted cash distributions
from Westboy to BMC. Similarly, except to the extent of the
unpaid promissory note, the assets of BMC are not available to
pay the creditors of Westboy.

In conjunction with the TRS transaction as
discussed in Note 2, Westboy was acquired by Boykin and
BMCs obligations under the $900 promissory note were
assumed by Boykin.



| |                                       
| | --------------------------------------
| | ChiBoy Lease on Executive Plaza
	Hotel

Effective July 1, 2001, the lease agreement
between ChiBoy and Boykin Chicago LLC, an entity in which the
Partnership has a 43.75% interest, was terminated. Subsequently,
ChiBoy entered into a new management agreement with a subsidiary
of Boykin Chicago LLC to manage the hotel located in Chicago,
Illinois.

Due to the termination of the BMC leases and the
acquisition of Westboy by Boykin as of December 31, 2001
and the termination of the ChiBoy lease as of July 1, 2001,
there is no future minimum rent to be paid by BMC, Westboy or
ChiBoy pursuant to lease agreements as of December 31, 2001.



|   |                            
|-- | ---------------------------
|5. | Related Party Transactions:

As discussed in Note 2, Boykin acquired 16
subsidiaries of BMC whose primary assets were leasehold
interests in 25 hotel properties owned by Boykin. As of
December 31, 2001, BMC has recorded a payable to Boykin for
the net working capital assets of certain of the subsidiaries
acquired within the transaction.

Percentage lease expense payable to the
Partnership was $60,243, $71,922 and $70,884 in 2001, 2000 and
1999, respectively. Percentage lease expense payable to Boykin
Chicago was $3,932, $6,897 and $2,405 in 2001, 2000 and 1999,
respectively.

At December 31, 2000 BMC had receivables
from the Partnership of $2,056 primarily for the reimbursement
of capital expenditure costs incurred on behalf of the
Partnership. At December 31, 2000, ChiBoy had receivables
from Boykin Chicago of $168, primarily for the reimbursement of
capital expenditure costs incurred on behalf of Boykin Chicago.
During 2001, BMC received $1,600 related to lease termination
fees as Boykin sold its Daytona hotel in January 2001.

At December 31, 2001 and 2000, BMC had
payables to the Partnership of $1,118 and $4,632, respectively,
for amounts due pursuant to the percentage leases with the
Partnership. At December 31, 2000, ChiBoy had payables to
Boykin Chicago of $918 for amounts due pursuant to the
percentage lease with Boykin Chicago.

During the years ended December 31, 2001,
2000 and 1999, Boykin paid BMC $774, $1,082 and $975 related to
design, purchasing and project management services and for
reimbursement of expenses.

Effective February 1, 2000, Jersey Boy LLC,
a wholly owned subsidiary of BMC, (JerseyBoy)
manages the Radisson Hotel Mt. Laurel pursuant to a management
agreement. Boykin paid JerseyBoy management fees of $200 and
$202 in 2001 and 2000, respectively.



|   |                               
|-- | ------------------------------
|6. | Commitments and Contingencies:



| |                         
| | ------------------------
| | Claims and Legal Matters

BMC is involved in claims and legal matters
incidental to its businesses. In the opinion of management, the
ultimate resolution of these matters will not have a material
impact on the financial position or results of operations of BMC.

F-34



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##### Table of Contents



BOYKIN MANAGEMENT COMPANY


LIMITED LIABILITY COMPANY AND
SUBSIDIARIES


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  Continued







| |                     
| | --------------------
| | Franchise Agreements

Under the terms of the hotel franchise
agreements, annual payments for franchise royalties and
reservation and advertising services are due from the hotels.
Franchise fees are computed based upon percentages of gross room
revenues. Through December 31, 2001, the franchise royalty
fees payable ranged from 2.25% to 6% of room revenues while the
fees for advertising services ranged from .4% to 4.0%. The
franchise agreements expire at various dates through 2020. The
hotel located in French Lick, Indiana has no franchise
affiliation.



|   |                        
|-- | -----------------------
|7. | Employee Benefit Plans:

BMC maintains a 401(k) plan for substantially all
employees under which a portion of employee contributions is
matched by BMC. BMC matching contributions for 2001, 2000 and
1999 were $133, $149 and $121, respectively.

BMC also maintains an incentive compensation plan
for certain senior executives. Each participants account
is deemed to be invested in common shares of Boykin and each
participant is credited for the per share dividend amount paid
by Boykin Lodging Company. In 1999, 1,476 shares were issued to
a terminated employee. For the years ended December 31,
2001, 2000 and 1999, BMC has recorded a provision of $116, $99
and $84, respectively, with respect to this plan, which
represents the amortization over the vesting period of the
prepaid compensation associated with the awards.



|   |                                              
|-- | ---------------------------------------------
|8. | Pro forma Financial Information
	(Unaudited):

The following unaudited pro forma condensed
statement of operations for the year ended December 31,
1999 is presented as if BMC (including ChiBoy) leased and
operated from January 1, 1999 all hotels leased as of
December 31, 1999. This pro forma information adjusts the
actual results to reflect the Chicago Hotel whose lease
commenced in August 1999.

The pro forma condensed statement of operations
do not purport to present what actual results of operations
would have been if the Chicago Hotel was leased and/or operated
by BMC (including ChiBoy) pursuant to the percentage leases from
January 1, 1999 or to project results for any future period.

|           |                                            |               |       |         |         | 
|---------- | ------------------------------------------ | ------------- | ----- | ------- | ------- | 
|           |                                            | 1999         
|           |                                            |              
|Revenues:  |                                            |               |       |        
|           | Room revenue                               |               | $     | 170,282 |        
|           | Food and beverage revenue                  |               |       | 76,370  |        
|           | Other hotel revenue                        |               |       | 17,283  |        
|           | Other revenue                              |               |       | 2,670   |        
|           |                                            |               |       |        
|           |                                            | Total revenue |       |         | 266,605 | 
|Expenses:  |                                            |               |       |        
|           | Departmental expenses of hotels            |               |       | 184,906 |        
|           | Cost of goods sold of non-hotel operations |               |       | 517     |        
|           | Percentage lease expense                   |               |       | 77,665  |        
|           |                                            |               |       |        
|Net income |                                            | $             | 3,517 |        
|           |                                            |               |       |        

F-35



---



##### Table of Contents






PART IV






|         |                                                                   
|-------- | ------------------------------------------------------------------
|Item 14. | Exhibits, Financial Statement Schedules, and
	Reports on Form 8-K.

(a) See page F-1 for an index to financial
statements and required schedules.

|         |       |     |  |                                                                                                                                                              
|-------- | ----- | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits |       |    
|         |       |    
|         | 3.1   | (a) |  | Amended and Restated Articles of Incorporation,
	as amended                                                                                                  
|         | 3.2   | (b) |  | Code of Regulations                                                                                                                                          
|         | 4.1   | (b) |  | Specimen Share Certificate                                                                                                                                   
|         | 4.2   | (a) |  | Dividend Reinvestment and Optional Share Purchase
	Plan                                                                                                      
|         | 4.3   | (d) |  | Shareholder Rights Agreement, dated as of May 25,
	1999 between Boykin Lodging Company and National City Bank as
	rights agent                               
|         | 4.3a  | (g) |  | Amendment to Shareholder Rights Agreement, dated
	as of December 31, 2001                                                                                    
|         | 10.1  | (b) |  | Limited Partnership Agreement of Boykin Hotel
	Properties, L.P.                                                                                              
|         | 10.1a | (g) |  | Amendment to Agreement of Limited Partnership of
	Boykin Hotel Properties L.P., dated as of January 1, 2002                                                  
|         | 10.2  | (b) |  | Form of Registration Rights Agreement                                                                                                                        
|         | 10.3  | (b) |  | Long-Term Incentive Plan                                                                                                                                     
|         | 10.4  | (b) |  | Directors Deferred Compensation Plan                                                                                                                        
|         | 10.5  | (b) |  | Employment Agreement between the Company and
	Robert W. Boykin                                                                                               
|         | 10.6  | (b) |  | Form of Percentage Lease                                                                                                                                     
|         | 10.7  | (b) |  | Intercompany Convertible Note                                                                                                                                
|         | 10.8  | (b) |  | Agreements with General Partners of the
	Contributed Partnerships                                                                                            
|         | 10.9  | (b) |  | Form of Noncompetition Agreement                                                                                                                             
|         | 10.10 | (b) |  | Alignment of Interests Agreement                                                                                                                             
|         | 10.11 | (c) |  | Description of Employment Arrangement between the
	Company and Richard C. Conti                                                                              
|         | 10.12 | (d) |  | Limited Liability Company Agreement of Boykin/AEW
	LLC dated as of February 1, 1999.                                                                         
|         | 10.13 | (e) |  | Stock Purchase Option Agreement by and among
	Boykin Lodging Company, Boykin Hotel Properties, L.P. and AEW
	Partners III, L.P. dated as of February 1, 1999.
|         | 10.14 | (e) |  | Warrant to Purchase Class A Cumulative Preferred
	Stock, Series 1999-A of Boykin Lodging Company dated as of
	February 1, 1999.                              
|         | 10.15 | (e) |  | Registration Rights Agreement by and among Boykin
	Lodging Company and AEW Partners III, L.P. dated as of February
	1, 1999.                                 
|         | 10.16 | (f) |  | Key Employee Severance Plan                                                                                                                                  
|         | 10.17 | (f) |  | Form of Severance Agreement                                                                                                                                  
|         | 21    |     |  | Subsidiaries of the Registrant                                                                                                                               
|         | 23.1  |     |  | Consent of Independent Public Accountants                                                                                                                    
|         | 99.1  |     |  | Letter from the Company regarding Temporary Note
	3T to Article 3 of Regulation S-X                                                                          
|         | 99.2  | (g) |  | Master Contribution Agreement between BMC, JABO
	LLC, the Company and the Partnership dated as of December 31,
	2001.                                        
|         | 99.3  | (g) |  | Form of Hotel Management Agreement                                                                                                                           
|         | 99.5  | (g) |  | Registration Rights Agreement between the Company
	and JABO LLC dated January 1, 2002.                                                                       



|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|(a) | Incorporated by reference from Boykins
	Form 10-Q for the quarter ended June 30, 1999.



|    |                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Incorporated by reference from Amendment
	No. 3 to Boykins Registration Statement on
	Form S-11 (Registration No. 333-6341) (the
	Form S-11) filed on October 24, 1996. Each
	of the above exhibits has the same exhibit number in the
	Form S-11.



|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|(c) | Incorporated by reference from Boykins
	Form 10-Q for the quarter ended June 30, 1998.



---



##### Table of Contents





|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | Incorporated by reference from Boykins
	Form 10-Q for the quarter ended March 31, 1999.
	Certain portions of Exhibit 10.15 have been omitted
	pursuant to a request for confidential treatment under Rule
	24b-2 of the Securities Exchange Act of 1934. The omitted
	portions have been filed separately with the Securities and
	Exchange Commission. The omitted portions of Exhibit 10.15
	are marked with an Asterisk [*].



|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|(e) | Incorporated by reference from Boykins
	Form 10-Q for the quarter ended March 31, 1999.



|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|(f) | Incorporated by reference from Boykins
	Form 10-K for the year ended December 31, 1999.



|    |                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------
|(g) | Incorporated by reference from Boykins
	Form 8-K filed on January 14, 2002 related to the
	Taxable REIT subsidiary transactions
|   
|   
|(b) | Reports on Form 8-K                                                                                                             

None.



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|               |  |                       
|-------------- |  | ----------------------
|March 26, 2002 |  | BOYKIN LODGING COMPANY

| |  |                                                    
| |  | ---------------------------------------------------
| |  | By: /s/ ROBERT W. BOYKIN          Robert
	W. Boykin

Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities and on the dates indicated.

|               |  |                                                                                                                                                          
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|March 26, 2002 |  | /s/ ROBERT W. BOYKIN     Robert W.
	Boykin     Chairman of the Board
	and     Chief Executive
	Officer     (Principal Executive
	Officer)                
|              
|March 26, 2002 |  | /s/ SHEREEN P. JONES     Shereen P.
	Jones     Executive Vice President,
	Chief Financial     and Investment
	Officer     (Principal Accounting
	Officer)
|              
|March 26, 2002 |  | /s/ IVAN J. WINFIELD     Ivan J.
	Winfield     Director                                                                                                  
|              
|March 26, 2002 |  | /s/ LEE C. HOWLEY, JR.     Lee C.
	Howley, Jr.     Director                                                                                              
|              
|March 26, 2002 |  | /s/ FRANK E. MOSIER     Frank E.
	Mosier     Director                                                                                                    
|              
|March 26, 2002 |  | /s/ WILLIAM H. SCHECTER     William H.
	Schecter     Director                                                                                            
|              
|March 26, 2002 |  | /s/ ALBERT T. ADAMS     Albert T.
	Adams     Director                                                                                                    
|              
|March 26, 2002 |  | /s/ RAYMOND P. HEITLAND     Raymond P.
	Heitland     Director                                                                                            



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##### Table of Contents



EXHIBIT INDEX

| |    |        |  |                                                                                                                                                              
| | -- | ------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 3  | .1(a)  |  | Amended and Restated Articles of Incorporation,
	as amended                                                                                                  
| | 3  | .2(b)  |  | Code of Regulations                                                                                                                                          
| | 4  | .1(b)  |  | Specimen Share Certificate                                                                                                                                   
| | 4  | .2(a)  |  | Dividend Reinvestment and Optional Share Purchase
	Plan                                                                                                      
| | 4  | .3(d)  |  | Shareholder Rights Agreement, dated as of May 25,
	1999 between Boykin Lodging Company and National City Bank as
	rights agent                               
| | 4  | .3a(g) |  | Amendment to Shareholder Rights Agreement, dated
	as of December 31, 2001                                                                                    
| | 10 | .1(b)  |  | Limited Partnership Agreement of Boykin Hotel
	Properties, L.P.                                                                                              
| | 10 | .1a(g) |  | Amendment to Agreement of Limited Partnership of
	Boykin Hotel Properties L.P., dated as of January 1, 2002                                                  
| | 10 | .2(b)  |  | Form of Registration Rights Agreement                                                                                                                        
| | 10 | .3(b)  |  | Long-Term Incentive Plan                                                                                                                                     
| | 10 | .4(b)  |  | Directors Deferred Compensation Plan                                                                                                                        
| | 10 | .5(b)  |  | Employment Agreement between the Company and
	Robert W. Boykin                                                                                               
| | 10 | .6(b)  |  | Form of Percentage Lease                                                                                                                                     
| | 10 | .7(b)  |  | Intercompany Convertible Note                                                                                                                                
| | 10 | .8(b)  |  | Agreements with General Partners of the
	Contributed Partnerships                                                                                            
| | 10 | .9(b)  |  | Form of Noncompetition Agreement                                                                                                                             
| | 10 | .10(b) |  | Alignment of Interests Agreement                                                                                                                             
| | 10 | .11(c) |  | Description of Employment Arrangement between the
	Company and Richard C. Conti                                                                              
| | 10 | .12(d) |  | Limited Liability Company Agreement of Boykin/AEW
	LLC dated as of February 1, 1999.                                                                         
| | 10 | .13(e) |  | Stock Purchase Option Agreement by and among
	Boykin Lodging Company, Boykin Hotel Properties, L.P. and AEW
	Partners III, L.P. dated as of February 1, 1999.
| | 10 | .14(e) |  | Warrant to Purchase Class A Cumulative Preferred
	Stock, Series 1999-A of Boykin Lodging Company dated as of
	February 1, 1999.                              
| | 10 | .15(e) |  | Registration Rights Agreement by and among Boykin
	Lodging Company and AEW Partners III, L.P. dated as of February
	1, 1999.                                 
| | 10 | .16(f) |  | Key Employee Severance Plan                                                                                                                                  
| | 10 | .17(f) |  | Form of Severance Agreement                                                                                                                                  
| | 21 |        |  | Subsidiaries of the Registrant                                                                                                                               
| | 23 | .1     |  | Consent of Independent Public Accountants                                                                                                                    
| | 99 | .1     |  | Letter from the Company regarding Temporary Note
	3T to Article 3 of Regulation S-X                                                                          
| | 99 | .2(g)  |  | Master Contribution Agreement between BMC, JABO
	LLC, the Company and the Partnership dated as of December 31,
	2001.                                        
| | 99 | .3(g)  |  | Form of Hotel Management Agreement                                                                                                                           
| | 99 | .5(g)  |  | Registration Rights Agreement between the Company
	and JABO LLC dated January 1, 2002.                                                                       

|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|(a) | Incorporated by reference from Boykins
	Form 10-Q for the quarter ended June 30, 1999.



|    |                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) | Incorporated by reference from Amendment
	No. 3 to Boykins Registration Statement on
	Form S-11 (Registration No. 333-6341) (the
	Form S-11) filed on October 24, 1996. Each
	of the above exhibits has the same exhibit number in the
	Form S-11.



|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|(c) | Incorporated by reference from Boykins
	Form 10-Q for the quarter ended June 30, 1998.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(d) | Incorporated by reference from Boykins
	Form 10-Q for the quarter ended March 31, 1999.
	Certain portions of Exhibit 10.15 have been omitted
	pursuant to a request for confidential treatment under Rule
	24b-2 of the Securities Exchange Act of 1934. The omitted
	portions have been filed separately with the Securities and
	Exchange Commission. The omitted portions of Exhibit 10.15
	are marked with an Asterisk [*].



|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|(e) | Incorporated by reference from Boykins
	Form 10-Q for the quarter ended March 31, 1999.



|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|(f) | Incorporated by reference from Boykins
	Form 10-K for the year ended December 31, 1999.



|    |                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------
|(g) | Incorporated by reference from Boykins
	Form 8-K filed on January 14, 2002 related to the
	Taxable REIT subsidiary transactions.