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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2008



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------

FOR THE TRANSITION PERIOD FROM  TO

Commission File Number 000-51270

APPLE REIT SIX, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|VIRGINIA                                                       |  | 20-0620523                       
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               | 
|814 EAST MAIN STREET RICHMOND, VIRGINIA                        |  | 23219                            
|(Address of principal executive offices)                       |  | (Zip Code)                       

(804) 344-8121

(Registrants telephone number, including area code)

Indicate by check mark whether the registrant
(1) has filed all reports required 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.    Yes  x    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act:



|                           |  |                      |  |                          |  |                             
|-------------------------- |  | -------------------- |  | ------------------------ |  | ----------------------------
|Large accelerated filer   ̈ |  | Accelerated filer   ̈ |  | Non-accelerated filer  x |  | Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

Number of registrants common shares outstanding as of November 1, 2008: 91,219,977









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APPLE REIT SIX, INC.

FORM 10-Q

INDEX



|                              |  |          |  |                                                                                                                                           |  |           
|----------------------------- |  | -------- |  | ----------------------------------------------------------------------------------------------------------------------------------------- |  | ----------
|                              |  |          |  |                                                                                                                                           |  | PageNumber
|PART I. FINANCIAL INFORMATION |  |         
|                              |  |          | 
|                              |  | Item 1.  |  | Financial Statements (Unaudited)                                                                                                          |  |           
|                              |  |          |  | Consolidated Balance Sheets - September 30, 2008 and December 31, 2007                                                                    |  | 3         
|                              |  |          |  | Consolidated Statements of Operations - Three and nine months ended September 30, 2008 and Three and nine months ended September
30, 2007 |  | 4         
|                              |  |          |  | Consolidated Statements of Cash Flows - Nine months ended September 30, 2008 and Nine months ended September 30,
2007                     |  | 5         
|                              |  |          |  | Notes to Consolidated Financial Statements                                                                                                |  | 6         
|                              |  |          | 
|                              |  | Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                     |  | 10        
|                              |  |          | 
|                              |  | Item 3.  |  | Quantitative and Qualitative Disclosures About Market Risk                                                                                |  | 16        
|                              |  |          | 
|                              |  | Item 4.  |  | Controls and Procedures                                                                                                                   |  | 16        
|                              | 
|PART II. OTHER INFORMATION    |  |         
|                              |  |          | 
|                              |  | Item 1.  |  | Legal Proceedings (not applicable)                                                                                                        |  |           
|                              |  |          | 
|                              |  | Item 1A. |  | Risk Factors (not applicable)                                                                                                             |  |           
|                              |  |          | 
|                              |  | Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                               |  | 17        
|                              |  |          | 
|                              |  | Item 3.  |  | Defaults Upon Senior Securities (not applicable)                                                                                          |  |           
|                              |  |          | 
|                              |  | Item 4.  |  | Submission of Matters to a Vote of Security Holders (not applicable)                                                                      |  |           
|                              |  |          | 
|                              |  | Item 5.  |  | Other Information (not applicable)                                                                                                        |  |           
|                              |  |          | 
|                              |  | Item 6.  |  | Exhibits                                                                                                                                  |  | 18        
|                              | 
|Signatures                    |  | 19      

This Form 10-Q includes references to
certain trademarks or service marks. The SpringHill Suites® by Marriott, TownePlace Suites® by Marriott, Fairfield Inn® by Marriott, Courtyard® by Marriott, Residence Inn® by Marriott and
Marriott Suites® trademarks are the property of Marriott International, Inc. or one of its affiliates. The Homewood Suites® by
Hilton, Hilton Garden Inn®, Hampton Inn® and Hampton Inn & Suites® trademarks are the property of Hilton Hotels Corporation or one or more of its affiliates. For convenience, the applicable trademark or servicemark symbol has been omitted but will be deemed to be included wherever the above-referenced terms
are used.



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Apple REIT Six, Inc.

Consolidated Balance Sheets

(unaudited)

(in thousands, except share data)



|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|---------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                               |  | September 30,2008 |         |   | December 31,2007 |  
|ASSETS                                                                                                                                         |  |                   |         |   |                  |   |         |  
|Investment in real estate, net of accumulated depreciation of $86,484 and $64,692, respectively                                                |  | $                 | 826,482 |   |                  | $ | 820,468 |  
|Cash and cash equivalents                                                                                                                      |  |                   | 7,055   |   |                  |   | 33,261  |  
|Restricted cash-furniture, fixtures and other escrows                                                                                          |  |                   | 3,850   |   |                  |   | 3,928   |  
|Due from third party manager, net                                                                                                              |  |                   | 12,584  |   |                  |   | 8,855   |  
|Other assets, net                                                                                                                              |  |                   | 14,501  |   |                  |   | 16,145  |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|TOTAL ASSETS                                                                                                                                   |  | $                 | 864,472 |   |                  | $ | 882,657 |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|LIABILITIES                                                                                                                                    |  |                   |         |   |                  |   |         |  
|Notes payable                                                                                                                                  |  | $                 | 34,091  |   |                  | $ | 51,679  |  
|Other liabilities                                                                                                                              |  |                   | 12,738  |   |                  |   | 14,734  |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|TOTAL LIABILITIES                                                                                                                              |  |                   | 46,829  |   |                  |   | 66,413  |  
|SHAREHOLDERS EQUITY                                                                                                                           |  |                   |         |   |                  |   |         |  
|Preferred stock, authorized 15,000,000 shares; none issued and outstanding                                                                     |  |                   |        |   |                  |   |        |  
|Series A preferred stock, no par value, authorized 200,000,000 shares; issued and outstanding 91,421,823 and 90,280,401 shares,
respectively   |  |                   |        |   |                  |   |        |  
|Series B convertible preferred stock, no par value, authorized 240,000 shares; issued and outstanding 240,000 and 240,000 shares, respectively |  |                   | 24      |   |                  |   | 24      |  
|Common stock, no par value, authorized 200,000,000 shares; issued and outstanding 91,421,823 and 90,280,401 shares,
respectively               |  |                   | 901,511 |   |                  |   | 888,878 |  
|Distributions greater than net income                                                                                                          |  |                   | (83,892 | ) |                  |   | (72,658 | )
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|TOTAL SHAREHOLDERS EQUITY                                                                                                                     |  |                   | 817,643 |   |                  |   | 816,244 |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  
|TOTAL LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                     |  | $                 | 864,472 |   |                  | $ | 882,657 |  
|                                                                                                                                               |  |                   |         |   |                  |   |         |  

See notes to consolidated financial statements.



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Apple REIT Six, Inc.

Consolidated Statements of Operations

(unaudited)

(in thousands, except per share data)



|                                                               |  |                                     |        |   |                                     |   |        |                                    |  |   |                                    |   |  |   |         |  
|-------------------------------------------------------------- |  | ----------------------------------- | ------ | - | ----------------------------------- | - | ------ | ---------------------------------- |  | - | ---------------------------------- | - |  | - | ------- | -
|                                                               |  | Three monthsendedSeptember 30, 2008 |        |   | Three monthsendedSeptember 30, 2007 |   |        | Nine MonthsendedSeptember 30, 2008 |  |   | Nine MonthsendedSeptember 30, 2007 |  
|Revenues:                                                      |  |                                     |        |   |                                     |   |        |                                    |  |   |                                    |   |  |   |         |  
|Room revenue                                                   |  | $                                   | 65,629 |   |                                     | $ | 64,532 |                                    |  | $ | 188,737                            |   |  | $ | 182,808 |  
|Other revenue                                                  |  |                                     | 4,860  |   |                                     |   | 4,873  |                                    |  |   | 15,068                             |   |  |   | 14,735  |  
|Reimbursed expenses                                            |  |                                     | 1,121  |   |                                     |   |       |                                    |  |   | 3,309                              |   |  |   |        |  
|                                                               |  |                                     |        |   |                                     |   |        |                                    |  |   |                                    |   |  |   |         |  
|Total revenue                                                  |  |                                     | 71,610 |   |                                     |   | 69,405 |                                    |  |   | 207,114                            |   |  |   | 197,543 |  
|Expenses:                                                      |  |                                     |        |   |                                     |   |        |                                    |  |   |                                    |   |  |   |         |  
|Operating expense                                              |  |                                     | 16,880 |   |                                     |   | 16,615 |                                    |  |   | 50,011                             |   |  |   | 47,796  |  
|Hotel administrative expense                                   |  |                                     | 5,376  |   |                                     |   | 5,261  |                                    |  |   | 16,261                             |   |  |   | 15,254  |  
|Sales and marketing                                            |  |                                     | 4,964  |   |                                     |   | 5,186  |                                    |  |   | 14,916                             |   |  |   | 14,815  |  
|Utilities                                                      |  |                                     | 3,147  |   |                                     |   | 2,695  |                                    |  |   | 8,187                              |   |  |   | 7,401   |  
|Repair and maintenance                                         |  |                                     | 3,006  |   |                                     |   | 2,817  |                                    |  |   | 8,898                              |   |  |   | 8,247   |  
|Franchise fees                                                 |  |                                     | 2,945  |   |                                     |   | 2,787  |                                    |  |   | 8,291                              |   |  |   | 7,882   |  
|Management fees                                                |  |                                     | 2,856  |   |                                     |   | 2,587  |                                    |  |   | 8,379                              |   |  |   | 7,930   |  
|Taxes, insurance and other                                     |  |                                     | 3,406  |   |                                     |   | 3,634  |                                    |  |   | 10,390                             |   |  |   | 10,689  |  
|Reimbursed expenses                                            |  |                                     | 1,121  |   |                                     |   |       |                                    |  |   | 3,309                              |   |  |   |        |  
|General and administrative                                     |  |                                     | 1,360  |   |                                     |   | 1,211  |                                    |  |   | 4,218                              |   |  |   | 3,962   |  
|Depreciation expense                                           |  |                                     | 7,809  |   |                                     |   | 6,956  |                                    |  |   | 22,995                             |   |  |   | 20,580  |  
|                                                               |  |                                     |        |   |                                     |   |        |                                    |  |   |                                    |   |  |   |         |  
|Total expenses                                                 |  |                                     | 52,870 |   |                                     |   | 49,749 |                                    |  |   | 155,855                            |   |  |   | 144,556 |  
|                                                               |  |                                     |        |   |                                     |   |        |                                    |  |   |                                    |   |  |   |         |  
|Operating income                                               |  |                                     | 18,740 |   |                                     |   | 19,656 |                                    |  |   | 51,259                             |   |  |   | 52,987  |  
|Interest expense, net                                          |  |                                     | (512   | ) |                                     |   | (447   | )                                  |  |   | (1,352                             | ) |  |   | (1,679  | )
|                                                               |  |                                     |        |   |                                     |   |        |                                    |  |   |                                    |   |  |   |         |  
|Net income                                                     |  | $                                   | 18,228 |   |                                     | $ | 19,209 |                                    |  | $ | 49,907                             |   |  | $ | 51,308  |  
|                                                               |  |                                     |        |   |                                     |   |        |                                    |  |   |                                    |   |  |   |         |  
|Basic and diluted net income per common share                  |  | $                                   | 0.20   |   |                                     | $ | 0.21   |                                    |  | $ | 0.55                               |   |  | $ | 0.57    |  
|                                                               |  |                                     |        |   |                                     |   |        |                                    |  |   |                                    |   |  |   |         |  
|Weighted average common shares outstanding - basic and diluted |  |                                     | 91,092 |   |                                     |   | 89,704 |                                    |  |   | 90,712                             |   |  |   | 89,525  |  
|Distributions declared per common share                        |  | $                                   | 0.23   |   |                                     | $ | 0.22   |                                    |  | $ | 0.67                               |   |  | $ | 0.66    |  
|                                                               |  |                                     |        |   |                                     |   |        |                                    |  |   |                                    |   |  |   |         |  

See notes to consolidated financial statements.



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Apple REIT Six, Inc.

Consolidated Statements of Cash Flows

(unaudited)

(in thousands)



|                                                                              |  |                                     |         |   |                                     |   |         |  
|----------------------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ----------------------------------- | - | ------- | -
|                                                                              |  | Nine months endedSeptember 30, 2008 |         |   | Nine months endedSeptember 30, 2007 |  
|Cash flow provided by operating activities:                                   |  |                                     |         |   |                                     |   |         |  
|Net income                                                                    |  | $                                   | 49,907  |   |                                     | $ | 51,308  |  
|Adjustments to reconcile net income to cash provided by operating activities: |  |                                     |         |   |                                     |   |         |  
|Depreciation                                                                  |  |                                     | 22,995  |   |                                     |   | 20,580  |  
|Amortization of deferred financing costs and fair value adjustments           |  |                                     | (175    | ) |                                     |   | (305    | )
|Stock option expense                                                          |  |                                     | 57      |   |                                     |   | 68      |  
|Changes in operating assets and liabilities, net of amounts acquired/assumed: |  |                                     |         |   |                                     |   |         |  
|Due from third party manager                                                  |  |                                     | (3,729  | ) |                                     |   | (4,069  | )
|Other assets                                                                  |  |                                     | (72     | ) |                                     |   | (727    | )
|Other liabilities                                                             |  |                                     | (78     | ) |                                     |   | 930     |  
|                                                                              |  |                                     |         |   |                                     |   |         |  
|Net cash provided by operating activities                                     |  |                                     | 68,905  |   |                                     |   | 67,785  |  
|Cash flow used in investing activities:                                       |  |                                     |         |   |                                     |   |         |  
|Cash paid in acquisition of hotel                                             |  |                                     | (18,159 | ) |                                     |   |        |  
|Acquisition of other assets                                                   |  |                                     | (325    | ) |                                     |   | (246    | )
|Capital improvements                                                          |  |                                     | (10,929 | ) |                                     |   | (4,390  | )
|Net increase in cash restricted for property improvements                     |  |                                     | (2      | ) |                                     |   | (393    | )
|Other investing activities, net                                               |  |                                     | 389     |   |                                     |   | 865     |  
|                                                                              |  |                                     |         |   |                                     |   |         |  
|Net cash used in investing activities                                         |  |                                     | (29,026 | ) |                                     |   | (4,164  | )
|Cash flow used in financing activities:                                       |  |                                     |         |   |                                     |   |         |  
|Payment of financing costs                                                    |  |                                     | (225    | ) |                                     |   |        |  
|Repayment of secured notes payable                                            |  |                                     | (17,295 | ) |                                     |   | (1,072  | )
|Minority interest contribution                                                |  |                                     |        |   |                                     |   | 3,601   |  
|Net proceeds from issuance of common stock                                    |  |                                     | 26,635  |   |                                     |   | 24,776  |  
|Redemptions of common stock                                                   |  |                                     | (14,059 | ) |                                     |   | (22,647 | )
|Cash distributions paid to shareholders                                       |  |                                     | (61,141 | ) |                                     |   | (59,053 | )
|                                                                              |  |                                     |         |   |                                     |   |         |  
|Net cash used in financing activities                                         |  |                                     | (66,085 | ) |                                     |   | (54,395 | )
|Increase (decrease) in cash and cash equivalents                              |  |                                     | (26,206 | ) |                                     |   | 9,226   |  
|Cash and cash equivalents, beginning of period                                |  |                                     | 33,261  |   |                                     |   | 26,160  |  
|                                                                              |  |                                     |         |   |                                     |   |         |  
|Cash and cash equivalents, end of period                                      |  | $                                   | 7,055   |   |                                     | $ | 35,386  |  
|                                                                              |  |                                     |         |   |                                     |   |         |  

See notes to consolidated financial statements.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions for Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information required by accounting principles generally accepted in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. These unaudited financials should be read in conjunction with the Companys audited financial statements included in its 2007 Annual Report on Form 10-K. Operating results for the period
ended September 30, 2008 are not necessarily indicative of the results that may be expected for the period ending December 31, 2008.

Note 2

General Information and Summary of Significant Accounting Policies

Organization

Apple REIT Six, Inc. (the Company) is a Virginia corporation formed to
invest in hotels and other selected real estate in select metropolitan areas in the United States. Initial capitalization occurred on January 20, 2004 and operations began on May 28, 2004 when the Company acquired its first hotel. On
March 3, 2006, the Company concluded its best-efforts offering of Units (each Unit consists of one common share and one Series A preferred share). The Company has no foreign operations or assets and its operating structure includes only one
segment. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation.

Earnings per Common Share

Basic earnings per common
share are computed based upon the weighted average number of shares outstanding during the year. Diluted earnings per share are calculated after giving effect to all potential common shares that were dilutive and outstanding for the year. There were
no potential common shares with a dilutive effect during the three and nine months ended September 30, 2008 or 2007. Series B convertible preferred shares are not included in earnings per common share calculations until such time as the Series
B convertible preferred shares are converted to common shares.

Use of Estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement
No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The Statement applies under other accounting
pronouncements that require or permit fair value measurements. Accordingly, this Statement does not require any new fair value measurements. In February 2008, the FASB released FASB Staff Position (FSP) FAS 157-2  Effective Date of FASB
Statement No. 157, which defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and liabilities, except those items that are recognized or disclosed at fair value in the
financial statements on a recurring basis (at least annually). The effective date of the statement related to those items not covered by



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the deferral (all financial assets and liabilities or nonfinancial assets and liabilities recorded at fair value on a recurring basis) is for fiscal years
beginning after November 15, 2007. The adoption of this statement did not have and is not anticipated to have a material impact on the Companys results of operations or financial position.

In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities(SFAS 159). SFAS
159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of the guidance is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported
earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. SFAS is
effective for the Company beginning January 1, 2008. The Company has elected not to use the fair value measurement provisions of SFAS 159 and therefore, adoption of this standard did not have an impact on the financial statements.

In March 2008, FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement
No. 133 (SFAS 161). SFAS 161 is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entitys derivative instruments and hedging activities and their effects on the entitys
financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). It also
applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS 133. SFAS 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company does not currently have any instruments that qualify within the scope of SFAS 133, and therefore the adoption of this statement is not anticipated to have a material impact on
the Companys financial statements.

Note 3

Property Acquisition

In March 2008, the Company purchased a Hilton Garden Inn hotel in Roanoke Rapids, North Carolina for
$15.4 million. In conjunction with the purchase of the hotel the Company negotiated and completed a buyout of the ground lease associated with the hotel. The gross purchase price of the land was $2.4 million. As a result of the land purchase, the
ground lease, with a remaining term of 49 years and minimum lease payments of $8.4 million, was terminated. The hotel has 147 rooms and is managed by Western International under an agreement with terms and fees similar to the Companys existing
management agreements. The purchase price was funded with available cash. In conjunction with the acquisition, the Company paid a commission to Apple Six Realty Group, Inc. (ASRG) of 2% of the gross purchase price, or approximately $0.4
million. ASRG is wholly-owned by the Companys Chairman, Chief Executive Officer and President, Glade M. Knight. This commission was capitalized as part of the purchase price of the hotel. No goodwill or intangible assets were recorded in
connection with the acquisition.

Note 4

Notes
Payable and Credit Agreements

In March 2008, the Company entered into a $20 million unsecured line of credit with a commercial bank.
The applicable interest rate is equal to LIBOR (the London Interbank Offered Rate) plus 2%. Interest payments are due monthly. The principal must be paid by the maturity date of March 2011, and may be prepaid without penalty. At September 30,
2008, the credit line had no outstanding principal balance.



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Note 5

Related
Parties

The Company has significant transactions with related parties. These transactions cannot be construed to be arms length, and
the results of the Companys operations may be different if these transactions were conducted with non-related parties.

The Company
has a contract with ASRG, a related party, to provide brokerage services for the acquisition and disposition of the Companys real estate assets. In accordance with the contract, ASRG is paid a fee of 2% of the gross purchase price of any
acquisitions or gross sale price of any dispositions of real estate investments, subject to certain conditions. As of September 30, 2008, payments to ASRG for services under the terms of this contract have totaled $16.9 million since inception,
which were capitalized as a part of the purchase price of the hotels. The Company incurred fees totaling approximately $0.4 million during the first nine months of 2008 under this contract.

The Company is party to an advisory agreement with Apple Six Advisors, Inc. (ASA), pursuant to which ASA provides management services to the
Company. An annual fee ranging from .1% to .25% of total equity proceeds received by the Company, in addition to certain reimbursable expenses, is payable for these services. During the first nine months of 2008, ASA utilized Apple Fund Management,
LLC, a subsidiary of the Company, to provide these services. During the first nine months of 2007, ASA utilized Apple Hospitality Two, Inc. and Apple Hospitality Five, Inc. to provide these services. The advisory fees incurred under the agreement
with ASA for the nine months ended September 30, 2008 and 2007, totaled approximately $1.9 and $1.8 million.

Effective October 2007,
through its wholly-owned subsidiary, Apple Fund Management, LLC, the Company provides support services to ASRG, ASA, Apple Seven Advisors, Inc. (A7A), Apple Suites Realty Group, Inc. (Suites), Apple REIT Seven, Inc., Apple
Eight Advisors, Inc. (A8A), Apple REIT Eight, Inc., Apple Nine Advisors, Inc. (A9A) and Apple REIT Nine, Inc. A7A provides day to day advisory and administrative functions for Apple REIT Seven, Inc. A8A provides day to day
advisory and administrative functions for Apple REIT Eight, Inc. A9A provides day to day advisory and administrative functions for Apple REIT Nine, Inc. Suites provides real estate brokerage services to Apple REIT Seven, Inc., Apple REIT Eight, Inc.
and Apple REIT Nine, Inc. Each of these companies has agreed to reimburse the Company for its costs in providing these services. For the nine months ended September 30, 2008, the Company received reimbursement of its costs totaling
approximately $3.3 million. ASRG, ASA, A7A, Suites, A8A and A9A are 100% owned by Glade Knight, the Companys Chairman and Chief Executive Officer.

Including ASRG, ASA, Suites, A7A, A8A and A9A discussed above, Mr. Knight is also Chairman and Chief Executive Officer of Apple REIT Seven, Inc. (a diversified REIT), Apple REIT Eight, Inc. (a diversified REIT)
and Apple REIT Nine, Inc. (a newly formed company that intends to qualify as a diversified REIT). Mr. Knight was also Chairman and Chief Executive Officer of Apple Hospitality Two, Inc. (a hospitality REIT) until it was sold in May 2007 and
Apple Hospitality Five, Inc. (a hospitality REIT) until it was sold in October 2007. Members of the Companys Board of Directors are also on the boards of Apple REIT Seven, Inc., Apple REIT Eight, Inc. and Apple REIT Nine, Inc. Until May 2007,
members of the Companys Board of Directors were also on the board of Apple Hospitality Two, Inc. and, until October 2007, were on the board of Apple Hospitality Five, Inc.

Note 6

Shareholders Equity

In July 2005, the Company instituted a Unit Redemption Program to provide limited interim liquidity to its shareholders who have held their Units for at
least one year. Shareholders may request redemption of Units for a purchase price equal to the lesser of: (1) the purchase price per Unit that the shareholder actually paid for the Unit; or (2) $11.00 per Unit. The Company reserves the
right to change the purchase price of



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redemptions, reject any request for redemption, or otherwise amend the terms of, suspend, or terminate the Unit Redemption Program. During the nine months
ended September 30, 2008, the Company redeemed approximately 1.3 million Units in the amount of $14.1 million under the program.

In February 2006, the Company instituted a Dividend Reinvestment Plan for its shareholders. The plan provides a convenient and cost effective way to increase shareholder investment in the Company by reinvesting dividends to purchase
additional Units of the Company. The uses of the proceeds from this plan may include purchasing Units under the Companys Unit Redemption Program, enhancing properties, satisfying financing obligations and other expenses, increasing working
capital, funding various corporate operations, and acquiring hotels. During the nine months ended September 30, 2008, approximately 2.4 million Units, representing $26.6 million in proceeds to the Company, were issued under the plan.

In January 2004, the Board of Directors approved a Non-Employee Directors Stock Option Plan whereby directors, who are not employees of
the Company or affiliates, automatically receive the option to purchase Units. During the second quarters of 2008 and 2007 the Company issued approximately 73,000 and 72,000 directors stock options, respectively, and share-based expense of
approximately $57,000 and $68,000, respectively, was recorded.

Note 7

Subsequent Events

In October 2008, the Company declared and paid approximately $6.9 million, or
$.075 per share, in distributions to its common shareholders of which $3.0 million or 273,902 Units were reinvested under the Companys Dividend Reinvestment Plan.

On October 20, 2008, the Company redeemed 475,749 Units in the amount of $5.2 million under its Unit Redemption Program.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operation
|------- | ------------------------------------------------------------------------------------

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties, and other factors which may cause the actual results, performance, or achievements of the Company to be
materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, but are not limited to, the ability of the Company to implement its acquisition strategy and
operating strategy; the Companys ability to manage planned growth; changes in economic cycles and competition within the hotel industry. Although the Company believes that the assumptions underlying the forward-looking statements
contained herein are reasonable, any of the assumptions could be inaccurate, and therefore there can be no assurance that such statements included in the quarterly report will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the results or conditions described in such statements or the objectives
and plans of the Company will be achieved. In addition, the Companys qualification as a real estate investment trust involves the application of highly technical and complex provisions of the Internal Revenue Code. Readers should
carefully review the Companys financial statements and the notes thereto, as well as the risk factors described in the Companys filings with the Securities and Exchange Commission.

Overview

Apple REIT Six, Inc. (together with its
wholly owned subsidiaries, the Company) was formed and initially capitalized on January 20, 2004, with its first investor closing on April 23, 2004. The Company owns 68 hotels within different markets in the United States. The
Company is treated as a Real Estate Investment Trust (REIT) for federal income tax purposes. The Companys first hotel was acquired on May 28, 2004. Although hotel performance can be influenced by many factors including local
competition, local and general economic conditions in the United States and the performance of individual managers assigned to each hotel, performance of the hotels, in general, has met the Companys expectations. In evaluating financial
condition and operating performance, the most important matters on which the Company focuses are revenue measurements, such as average occupancy, average daily rate and revenue per available room, and expenses, such as hotel operating expenses,
general and administrative and other expenses described below. The following is a summary of the Companys results:



|                                       |  |                                  |        |   |                                 |     |   |      |   |        |                   |  |     |               |  |    |      |  |   |                   |   |  |      |   |  |                   |         |   |               |     |   |  |     |  
|-------------------------------------- |  | -------------------------------- | ------ | - | ------------------------------- | --- | - | ---- | - | ------ | ----------------- |  | --- | ------------- |  | -- | ---- |  | - | ----------------- | - |  | ---- | - |  | ----------------- | ------- | - | ------------- | --- | - |  | --- | -
|                                       |  | Three months ended September 30, |        |   | Nine months ended September 30, |    
|(in thousands, except statisticaldata) |  | 2008                             |        |   | Percent ofRevenue               |     |   | 2007 |   |        | Percent ofRevenue |  |     | Percentchange |  |    | 2008 |  |   | Percent ofRevenue |   |  | 2007 |   |  | Percent ofRevenue |         |   | Percentchange |    
|Total hotel revenue                    |  | $                                | 70,489 |   |                                 | 100 | % |      | $ | 69,405 |                   |  | 100 | %             |  | 2  | %    |  | $ | 203,805           |   |  | 100  | % |  | $                 | 197,543 |   |               | 100 | % |  | 3   | %
|Hotel operating expenses               |  |                                  | 39,174 |   |                                 | 56  | % |      |   | 37,948 |                   |  | 55  | %             |  | 3  | %    |  |   | 114,943           |   |  | 56   | % |  |                   | 109,325 |   |               | 55  | % |  | 5   | %
|Taxes, insurance and other expense     |  |                                  | 3,406  |   |                                 | 5   | % |      |   | 3,634  |                   |  | 5   | %             |  | -6 | %    |  |   | 10,390            |   |  | 5    | % |  |                   | 10,689  |   |               | 5   | % |  | -3  | %
|General and administrative expense     |  |                                  | 1,360  |   |                                 | 2   | % |      |   | 1,211  |                   |  | 2   | %             |  | 12 | %    |  |   | 4,218             |   |  | 2    | % |  |                   | 3,962   |   |               | 2   | % |  | 6   | %
|Depreciation                           |  |                                  | 7,809  |   |                                 |     |   |      |   | 6,956  |                   |  |     |               |  | 12 | %    |  |   | 22,995            |   |  |      |   |  |                   | 20,580  |   |               |     |   |  | 12  | %
|Interest expense, net                  |  |                                  | 512    |   |                                 |     |   |      |   | 447    |                   |  |     |               |  | 15 | %    |  |   | 1,352             |   |  |      |   |  |                   | 1,679   |   |               |     |   |  | -19 | %
|Number of hotels                       |  |                                  | 68     |   |                                 |     |   |      |   | 67     |                   |  |     |               |  | 1  | %    |  |   | 68                |   |  |      |   |  |                   | 67      |   |               |     |   |  | 1   | %
|ADR                                    |  | $                                | 120    |   |                                 |     |   |      | $ | 117    |                   |  |     |               |  | 3  | %    |  | $ | 118               |   |  |      |   |  | $                 | 114     |   |               |     |   |  | 4   | %
|Occupancy                              |  |                                  | 75     | % |                                 |     |   |      |   | 77     | %                 |  |     |               |  | -3 | %    |  |   | 74                | % |  |      |   |  |                   | 76      | % |               |     |   |  | -3  | %
|RevPAR                                 |  | $                                | 90     |   |                                 |     |   |      | $ | 90     |                   |  |     |               |  | 0  | %    |  | $ | 87                |   |  |      |   |  | $                 | 86      |   |               |     |   |  | 1   | %

Hotels Owned

As of September 30, 2008, the Company owned 68 hotels, with a total of 7,897 rooms. The following table summarizes the location, brand, manager, date acquired, number of rooms and gross purchase price for each
hotel. All dollar amounts are in thousands.



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|                 |  |                |  |                      |  |              |  |              |  |       |  |                    |        
|---------------- |  | -------------- |  | -------------------- |  | ------------ |  | ------------ |  | ----- |  | ------------------ | -------
|City             |  | State          |  | Brand                |  | Manager      |  | DateAcquired |  | Rooms |  | GrossPurchasePrice
|Birmingham       |  | Alabama        |  | Fairfield Inn        |  | LBA          |  | 8/25/05      |  | 63    |  | $                  | 2,176  
|Dothan           |  | Alabama        |  | Courtyard            |  | LBA          |  | 8/11/05      |  | 78    |  |                    | 8,016  
|Dothan           |  | Alabama        |  | Hampton Inn & Suites |  | LBA          |  | 6/24/05      |  | 85    |  |                    | 8,673  
|Huntsville       |  | Alabama        |  | Fairfield Inn        |  | LBA          |  | 9/30/05      |  | 79    |  |                    | 4,954  
|Huntsville       |  | Alabama        |  | Residence Inn        |  | LBA          |  | 6/24/05      |  | 78    |  |                    | 8,288  
|Montgomery       |  | Alabama        |  | SpringHill Suites    |  | LBA          |  | 9/30/05      |  | 79    |  |                    | 6,835  
|Tuscaloosa       |  | Alabama        |  | Courtyard            |  | LBA          |  | 8/25/05      |  | 78    |  |                    | 7,551  
|Tuscaloosa       |  | Alabama        |  | Fairfield Inn        |  | LBA          |  | 8/25/05      |  | 63    |  |                    | 3,982  
|Anchorage        |  | Alaska         |  | Hampton Inn          |  | Stonebridge  |  | 3/14/05      |  | 101   |  |                    | 11,500 
|Anchorage        |  | Alaska         |  | Hilton Garden Inn    |  | Stonebridge  |  | 10/12/04     |  | 125   |  |                    | 18,900 
|Anchorage        |  | Alaska         |  | Homewood Suites      |  | Stonebridge  |  | 10/12/04     |  | 122   |  |                    | 13,200 
|Phoenix          |  | Arizona        |  | Hampton Inn          |  | Stonebridge  |  | 10/12/04     |  | 99    |  |                    | 6,700  
|Tempe            |  | Arizona        |  | SpringHill Suites    |  | Western      |  | 6/30/05      |  | 121   |  |                    | 8,060  
|Tempe            |  | Arizona        |  | TownePlace Suites    |  | Western      |  | 6/30/05      |  | 119   |  |                    | 8,128  
|Arcadia          |  | California     |  | Hilton Garden Inn    |  | Stonebridge  |  | 10/12/04     |  | 124   |  |                    | 12,000 
|Arcadia          |  | California     |  | SpringHill Suites    |  | Stonebridge  |  | 10/12/04     |  | 86    |  |                    | 8,100  
|Bakersfield      |  | California     |  | Hilton Garden Inn    |  | Hilton       |  | 3/18/05      |  | 120   |  |                    | 11,500 
|Folsom           |  | California     |  | Hilton Garden Inn    |  | Inn Ventures |  | 11/30/05     |  | 100   |  |                    | 18,028 
|Foothill Ranch   |  | California     |  | Hampton Inn          |  | Stonebridge  |  | 4/21/05      |  | 84    |  |                    | 7,400  
|Lake Forest      |  | California     |  | Hilton Garden Inn    |  | Stonebridge  |  | 10/12/04     |  | 103   |  |                    | 11,400 
|Milpitas         |  | California     |  | Hilton Garden Inn    |  | Inn Ventures |  | 11/30/05     |  | 161   |  |                    | 18,600 
|Roseville        |  | California     |  | Hilton Garden Inn    |  | Inn Ventures |  | 11/30/05     |  | 131   |  |                    | 20,759 
|San Francisco    |  | California     |  | Hilton Garden Inn    |  | Inn Ventures |  | 1/30/06      |  | 169   |  |                    | 12,266 
|Boulder          |  | Colorado       |  | Marriott             |  | WLS          |  | 5/9/05       |  | 157   |  |                    | 30,000 
|Glendale         |  | Colorado       |  | Hampton Inn & Suites |  | Stonebridge  |  | 10/12/04     |  | 133   |  |                    | 14,700 
|Lakewood         |  | Colorado       |  | Hampton Inn          |  | Stonebridge  |  | 10/12/04     |  | 170   |  |                    | 10,600 
|Farmington       |  | Connecticut    |  | Courtyard            |  | WLS          |  | 10/20/05     |  | 119   |  |                    | 16,330 
|Rocky Hill       |  | Connecticut    |  | Residence Inn        |  | WLS          |  | 8/1/05       |  | 96    |  |                    | 12,070 
|Wallingford      |  | Connecticut    |  | Homewood Suites      |  | WLS          |  | 7/8/05       |  | 104   |  |                    | 12,780 
|Clearwater       |  | Florida        |  | SpringHill Suites    |  | LBA          |  | 2/17/06      |  | 79    |  |                    | 6,923  
|Lake Mary        |  | Florida        |  | Courtyard            |  | LBA          |  | 3/18/05      |  | 86    |  |                    | 6,000  
|Lakeland         |  | Florida        |  | Residence Inn        |  | LBA          |  | 6/24/05      |  | 78    |  |                    | 9,886  
|Orange Park      |  | Florida        |  | Fairfield Inn        |  | LBA          |  | 11/8/05      |  | 83    |  |                    | 7,221  
|Panama City      |  | Florida        |  | Courtyard            |  | LBA          |  | 4/26/06      |  | 84    |  |                    | 9,245  
|Pensacola        |  | Florida        |  | Courtyard            |  | LBA          |  | 8/25/05      |  | 90    |  |                    | 11,369 
|Pensacola        |  | Florida        |  | Fairfield Inn        |  | LBA          |  | 8/25/05      |  | 63    |  |                    | 4,858  
|Pensacola        |  | Florida        |  | Hampton Inn & Suites |  | LBA          |  | 7/21/05      |  | 85    |  |                    | 9,279  
|Tallahassee      |  | Florida        |  | Hilton Garden Inn    |  | Hilton       |  | 3/18/05      |  | 99    |  |                    | 10,850 
|Albany           |  | Georgia        |  | Courtyard            |  | LBA          |  | 6/24/05      |  | 84    |  |                    | 8,597  
|Columbus         |  | Georgia        |  | Residence Inn        |  | LBA          |  | 6/24/05      |  | 78    |  |                    | 7,888  
|Savannah         |  | Georgia        |  | SpringHill Suites    |  | LBA          |  | 9/30/05      |  | 79    |  |                    | 5,407  
|Valdosta         |  | Georgia        |  | Courtyard            |  | LBA          |  | 10/3/05      |  | 84    |  |                    | 8,284  
|Mt. Olive        |  | New Jersey     |  | Residence Inn        |  | WLS          |  | 9/15/05      |  | 123   |  |                    | 12,070 
|Somerset         |  | New Jersey     |  | Homewood Suites      |  | WLS          |  | 8/17/05      |  | 123   |  |                    | 17,750 
|Saratoga Springs |  | New York       |  | Hilton Garden Inn    |  | WLS          |  | 9/29/05      |  | 112   |  |                    | 17,750 
|Roanoke Rapids   |  | North Carolina |  | Hilton Garden Inn    |  | Western      |  | 3/10/08      |  | 147   |  |                    | 17,764 
|Hillsboro        |  | Oregon         |  | Courtyard            |  | Inn Ventures |  | 3/9/06       |  | 155   |  |                    | 11,000 
|Hillsboro        |  | Oregon         |  | Residence Inn        |  | Inn Ventures |  | 3/9/06       |  | 122   |  |                    | 15,500 
|Hillsboro        |  | Oregon         |  | TownePlace Suites    |  | Inn Ventures |  | 12/19/05     |  | 136   |  |                    | 11,500 
|Portland         |  | Oregon         |  | Residence Inn        |  | Inn Ventures |  | 12/19/05     |  | 258   |  |                    | 42,000 
|Pittsburgh       |  | Pennsylvania   |  | Residence Inn        |  | WLS          |  | 9/2/05       |  | 156   |  |                    | 11,000 
|Myrtle Beach     |  | South Carolina |  | Courtyard            |  | Marriott     |  | 6/8/04       |  | 135   |  |                    | 9,200  
|Nashville        |  | Tennessee      |  | Homewood Suites      |  | Hilton       |  | 5/24/05      |  | 121   |  |                    | 8,103  
|Arlington        |  | Texas          |  | SpringHill Suites    |  | Western      |  | 6/30/05      |  | 122   |  |                    | 7,486  
|Arlington        |  | Texas          |  | TownePlace Suites    |  | Western      |  | 6/30/05      |  | 95    |  |                    | 7,148  
|Dallas           |  | Texas          |  | SpringHill Suites    |  | Western      |  | 12/9/05      |  | 147   |  |                    | 19,500 
|Ft. Worth        |  | Texas          |  | Homewood Suites      |  | Hilton       |  | 5/24/05      |  | 137   |  |                    | 9,097  
|Ft. Worth        |  | Texas          |  | Residence Inn        |  | Western      |  | 5/6/05       |  | 149   |  |                    | 17,000 
|Ft. Worth        |  | Texas          |  | SpringHill Suites    |  | Marriott     |  | 5/28/04      |  | 145   |  |                    | 13,340 
|Laredo           |  | Texas          |  | Homewood Suites      |  | Western      |  | 11/30/05     |  | 106   |  |                    | 10,500 
|Laredo           |  | Texas          |  | Residence Inn        |  | Western      |  | 9/12/05      |  | 109   |  |                    | 11,445 
|Las Colinas      |  | Texas          |  | TownePlace Suites    |  | Western      |  | 6/30/05      |  | 136   |  |                    | 7,178  
|McAllen          |  | Texas          |  | Hilton Garden Inn    |  | Western      |  | 7/19/05      |  | 104   |  |                    | 9,000  
|Fredericksburg   |  | Virginia       |  | Hilton Garden Inn    |  | Hilton       |  | 12/20/05     |  | 148   |  |                    | 16,600 
|Kent             |  | Washington     |  | TownePlace Suites    |  | Inn Ventures |  | 12/19/05     |  | 152   |  |                    | 12,000 
|Mukilteo         |  | Washington     |  | TownePlace Suites    |  | Inn Ventures |  | 12/19/05     |  | 128   |  |                    | 12,000 
|Redmond          |  | Washington     |  | Marriott             |  | Marriott     |  | 7/7/04       |  | 262   |  |                    | 64,000 
|Renton           |  | Washington     |  | Hilton Garden Inn    |  | Inn Ventures |  | 11/30/05     |  | 150   |  |                    | 16,096 
|                 |  |                |  |                      |  |              |  |              |  |       |  |                    |        
|                 |  |                |  |                      |  |              |  | Total        |  | 7,897 |  | $                  | 845,330
|                 |  |                |  |                      |  |              |  |              |  |       |  |                    |        



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The Company leased all of its hotels to wholly-owned taxable REIT subsidiaries (collectively, the
lessee) under hotel lease agreements. The Company also used the proceeds from its best-efforts offering to pay 2% of the gross purchase price for these hotels, which equals approximately $16.9 million, as a commission to
Apple Six Realty Group, Inc. (ASRG). ASRG is wholly-owned by the Companys Chairman, Chief Executive Officer and President, Glade M. Knight.

No goodwill or intangible assets were recorded in connection with any of the acquisitions.

Results of Operations

Hotel performance is impacted by many factors including the economic conditions in the United States, as well as each locality. Due to a
general decline in economic conditions throughout the United States, the growth in financial results of the Companys hotels has declined in the most recent quarter and is expected to continue to moderate or turn negative until economic
conditions improve. As a result, there can be no assurance that the Companys operating performance will continue at its current rate as compared to prior years.

Revenues

The Companys principal source of revenue is hotel room revenue and other
related revenue. Hotel operations are for the 68 hotels acquired through September 30, 2008 for their respective periods owned. For the three months ended September 30, 2008 and 2007, the Company had total hotel revenue of $70.5 and $69.4
million, respectively, with average occupancy of 75% and 77%, average daily rate (ADR) of $120 and $117 and revenue per available room (RevPAR) of $90 in both periods. For the nine months ended September 30, 2008 and
2007, the Company had total hotel revenue of $203.8 and $197.5 million, respectively, with average occupancy of 74% and 76%, ADR of $118 and $114, and RevPAR of $87 and $86. ADR is calculated as room revenue divided by the number of rooms sold, and
RevPAR is calculated as occupancy multiplied by ADR. These rates are consistent with industry and brand averages. The Company continually works with the hotel managers to maximize rates, and as a result have managed to keep RevPAR consistent in the
face of declining occupancy. As supply of hotel rooms in markets that the Company serves has begun to meet demand and general economic conditions have deteriorated, the Companys revenue growth has been less than previous quarters. The Company
anticipates this trend to continue for the remainder of 2008 and into 2009. As a result, the Company does not anticipate revenue to increase for the next several quarters as compared to comparable quarters in the previous year.

Expenses

For the three months
ended September 30, 2008 and 2007, hotel operating expenses totaled $39.2 and $37.9 million, respectively, or 56% and 55% of total hotel revenue. For the nine months ended September 30, 2008 and 2007, hotel operating expenses totaled
$114.9 and $109.3 million, or 56% and 55% of total hotel revenue. The increase in expenses as a percent of revenue results from several factors, including: spending to upgrade amenities such as food and beverage offerings and linens on certain
brands, increases in labor costs and the opening of one new hotel. In addition, during the first nine months of 2008 the Company was in the process of renovating eight of its hotels, resulting in approximately 13,000 room-nights out of service, thus
increasing operating costs as a percent of hotel revenue.

Taxes, insurance, and other expenses for the three months ended
September 30, 2008 and 2007 were $3.4 and $3.6 million or 5% of total hotel revenue for both periods. For the nine months ended September 30, 2008 and 2007, taxes, insurance, and other expenses were $10.4 and $10.7 million, or 5% of total
hotel revenue for both periods. The decrease in expense resulted primarily from lower insurance rates.

General and administrative expenses
for the three months ended September 30, 2008 and 2007 were $1.4 and $1.2 million, or 2% of total hotel revenue for each period. For the nine months ended September 30, 2008 and 2007, general and administrative expenses were $4.2 and $4.0
million, or 2% of total hotel revenue. The principal components of general and administrative expense are advisory fees, accounting fees and reporting expense.



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Depreciation expense for the three months ended September 30, 2008 and 2007 was $7.8 and $7.0
million. Depreciation expense for the nine months ended September 30, 2008 and 2007 was $23.0 and $20.6 million. Depreciation expense represents expense of the Companys 68 hotels and related personal property for their respective periods
owned. The increase in depreciation is primarily due to renovations completed in the fourth quarter of 2007 and first quarter of 2008, as well as the addition of the Roanoke Rapids Hilton Garden Inn in March 2008.

Interest expense, net was $512 and $447 thousand for the three months ended September 30, 2008 and the three months ended 2007. Interest expense,
net for the nine months ended September 30, 2008 and 2007 was $1.4 and $1.7 million, respectively. Interest expense relates to debt assumed with 14 of the properties acquired as well as a line of credit entered into in March 2008. Total debt
assumed was approximately $54.1 million. Interest expense decreased for the nine months ended September 30, 2008 as $0.4 million of interest costs were capitalized in conjunction with the renovation of eight of the Companys hotels.
Additionally during the second quarter of 2008, the Company extinguished $16 million of outstanding debt with the maturity of six notes payable.

Liquidity and Capital Resources

Operating cash flow from the properties owned and a $20 million line of credit are the
Companys principal source of liquidity. In addition, the Company may borrow additional funds, subject to limitations set forth in its bylaws. The Company anticipates that cash flow and the credit line will be adequate to cover substantially
all of its operating expenses and to permit the Company to meet substantially all of its anticipated liquidity requirements, including required distributions, capital expenditures and debt service.

The Company has on-going capital commitments to fund its capital improvements. The Company is required, under all of the hotel management agreements, to
make available, for the repair, replacement, refurbishing of furniture, fixtures, and equipment, an amount of 3% to 5% of gross revenues provided that such amount may be used for the Companys capital expenditures with respect to the hotels.
The Company expects that this amount will be adequate to fund required repair, replacement, and refurbishments and to maintain the Companys hotels in a competitive condition. As of September 30, 2008, the Company had made approximately
$11 million of capital expenditures during 2008. The Company completed seven significant renovations in the first half of 2008. The Company has plans for seven additional renovations throughout the remainder of 2008 and into the first quarter of
2009. Total 2008 capital expenditures are anticipated to be approximately $17 million.

To maintain its REIT status the Company is required
to distribute at least 90% of its ordinary income. Distributions in the first nine months of 2008 totaled $61.1 million. For the same period the Companys cash generated from operations was $68.9 million. Beginning in February 2008, the monthly
dividend rate was raised from $0.073 per common share to $0.075 per common share. The Company intends to continue paying dividends on a monthly basis at an annual rate of 8.2%. Since there can be no assurance of the ability of the
Companys properties to provide income at this level, there can be no assurance as to the classification or duration of distributions at the current rate.

In February 2006, the Company instituted a Dividend Reinvestment Plan for its shareholders. The plan provides a convenient and cost effective way to increase shareholder investment in the Company by reinvesting
dividends to purchase additional Units of the Company. The uses of the proceeds from this plan may include purchasing Units under the Companys Unit Redemption Program, enhancing properties, satisfying financing obligations and other expenses,
increasing working capital, funding various corporate operations, and acquiring hotels. During the nine months ended September 30, 2008, approximately 2.4 million Units, representing $26.6 million in proceeds to the Company, were issued
under the plan.

In July 2005, the Company instituted a Unit Redemption Program to provide limited interim liquidity to its shareholders
who have held their Units for at least one year. Shareholders may request redemption of Units for a purchase price equal to the lesser of: (1) the purchase price per Unit that the shareholder actually paid for the Unit; or (2) $11.00 per
Unit. The Company reserves the right to change the purchase price of



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redemptions, reject any request for redemption, or otherwise amend the terms of, suspend, or terminate the Unit Redemption Program. During the nine months
ended September 30, 2008, the Company redeemed approximately 1.3 million Units in the amount of $14.1 million under the program.

Related
Party Transactions

The Company has significant transactions with related parties. These transactions cannot be construed to be arms
length, and the results of the Companys operations may be different if these transactions were conducted with non-related parties.

The Company has a contract with ASRG, a related party, to provide brokerage services for the acquisition and disposition of the Companys real estate assets. In accordance with the contract, ASRG is paid a fee of 2% of the gross
purchase price of any acquisitions or gross sale price of any dispositions of real estate investments, subject to certain conditions. As of September 30, 2008, payments to ASRG for services under the terms of this contract have totaled $16.9
million since inception, which were capitalized as a part of the purchase price of the hotels. The Company incurred fees totaling approximately $0.4 million during the first nine months of 2008 under this contract.

The Company is party to an advisory agreement with Apple Six Advisors, Inc. (ASA), pursuant to which ASA provides management services to the
Company. An annual fee ranging from .1% to .25% of total equity proceeds received by the Company, in addition to certain reimbursable expenses, is payable for these services. During the first nine months of 2008, ASA utilized Apple Fund Management,
LLC, a subsidiary of the Company, to provide these services. During the first nine months of 2007, ASA utilized Apple Hospitality Two, Inc. and Apple Hospitality Five, Inc. to provide these services. The advisory fees incurred under the agreement
with ASA for the nine months ended September 30, 2008 and 2007, totaled approximately $1.9 and $1.8 million.

Effective October 2007,
through its wholly-owned subsidiary, Apple Fund Management, LLC, the Company provides support services to ASRG, ASA, Apple Seven Advisors, Inc. (A7A), Apple Suites Realty Group, Inc. (Suites), Apple REIT Seven, Inc., Apple
Eight Advisors, Inc. (A8A), Apple REIT Eight, Inc., Apple Nine Advisors, Inc. (A9A) and Apple REIT Nine, Inc. A7A provides day to day advisory and administrative functions for Apple REIT Seven, Inc. A8A provides day to day
advisory and administrative functions for Apple REIT Eight, Inc. A9A provides day to day advisory and administrative functions for Apple REIT Nine, Inc. Suites provides real estate brokerage services to Apple REIT Seven, Inc., Apple REIT Eight, Inc.
and Apple REIT Nine, Inc. Each of these companies has agreed to reimburse the Company for its costs in providing these services. For the nine months ended September 30, 2008, the Company received reimbursement of its costs totaling
approximately $3.3 million. ASRG, ASA, A7A, Suites, A8A and A9A are 100% owned by Glade Knight, the Companys Chairman and Chief Executive Officer.

Including ASRG, ASA, Suites, A7A, A8A and A9A discussed above, Mr. Knight is also Chairman and Chief Executive Officer of Apple REIT Seven, Inc. (a diversified REIT), Apple REIT Eight, Inc. (a diversified REIT)
and Apple REIT Nine, Inc. (a newly formed company that intends to qualify as a diversified REIT). Mr. Knight was also Chairman and Chief Executive Officer of Apple Hospitality Two, Inc. (a hospitality REIT) until it was sold in May 2007 and
Apple Hospitality Five, Inc. (a hospitality REIT) until it was sold in October 2007. Members of the Companys Board of Directors are also on the boards of Apple REIT Seven, Inc., Apple REIT Eight, Inc. and Apple REIT Nine, Inc. Until May 2007,
members of the Companys Board of Directors were also on the board of Apple Hospitality Two, Inc. and, until October 2007, were on the board of Apple Hospitality Five, Inc.

Impact of Inflation

Operators of hotels, in general, possess the ability to adjust room rates daily
to reflect the effects of inflation. Competitive pressures may, however, limit the operators ability to raise room rates. Currently the Company is not experiencing any material impact from inflation.



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Business Interruption

Being in the real estate industry, the Company is exposed to natural disasters both locally and nationally, and although management believes there is adequate insurance to cover this exposure, there can be no
assurance that such events will not have a material adverse effect on the Companys financial position or results of operations.

Seasonality

The hotel industry historically has been seasonal in nature. Seasonal variations in occupancy at the Companys hotels may cause
quarterly fluctuations in its revenues. To the extent that cash flow from operations is insufficient during any quarter, due to temporary or seasonal fluctuations in revenue, the Company expects to utilize cash on hand to make distributions.

Recent Accounting Pronouncements

In
September 2006, the Financial Accounting Standards Board (FASB) issued Statement No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value measurements. The Statement applies under other accounting pronouncements that require or permit fair value measurements. Accordingly, this Statement does not require any new fair value measurements. In February 2008,
the FASB released FASB Staff Position (FSP) FAS 157-2  Effective Date of FASB Statement No. 157, which defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for all nonfinancial assets and
liabilities, except those items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The effective date of the statement related to those items not covered by the deferral (all
financial assets and liabilities or nonfinancial assets and liabilities recorded at fair value on a recurring basis) is for fiscal years beginning after November 15, 2007. The adoption of this statement did not have and is not anticipated to
have a material impact on the Companys results of operations or financial position.

In February 2007, FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets and Financial Liabilities(SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. The objective of the guidance is to
improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159
is effective as of the beginning of the first fiscal year that begins after November 15, 2007. SFAS is effective for the Company beginning January 1, 2008. The Company has elected not to use the fair value measurement provisions of SFAS
159 and therefore, adoption of this standard did not have an impact on the financial statements.

In March 2008, FASB issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 is intended to improve transparency in financial reporting by requiring enhanced
disclosures of an entitys derivative instruments and hedging activities and their effects on the entitys financial position, financial performance, and cash flows. SFAS 161 applies to all derivative instruments within the scope of SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS 133. SFAS 161 is
effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company does not currently have any instruments that qualify within the scope
of SFAS 133, and therefore the adoption of this statement is not anticipated to have a material impact on the Companys financial statements.



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Subsequent Events

In October 2008, the Company declared and paid approximately $6.9 million, or $.075 per share, in distributions to its common shareholders of which $3.0 million or 273,902 Units were reinvested under the
Companys Dividend Reinvestment Plan.

On October 20, 2008, the Company redeemed 475,749 Units in the amount of $5.2 million
under its Unit Redemption Program.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

The Company does not engage in transactions in derivative financial instruments or derivative commodity instruments. As of September 30, 2008, the Companys financial instruments were not exposed to significant market risk due to
interest rate risk, foreign currency exchange risk, commodity price risk or equity price risk. The Company is exposed to changes in short term money market rates earned on its available cash. Based on the Companys cash invested at
September 30, 2008, of $7.1 million, every 100 basis points change in interest rates will impact the Companys annual net income by $71,000, all other factors remaining the same. Although the Company had no outstanding balance on its $20
million line of credit at September 30, 2008, the Company is exposed to changes in short-term interest rates to the extent that it utilizes the line of credit.



|Item 4. | Controls and Procedures
|------- | -----------------------

Senior management,
including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Companys disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation process, the Chief
Executive Officer and Chief Financial Officer have concluded that the Companys disclosure controls and procedures are effective and that there have been no changes in the Companys internal control over financial reporting that occurred
during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting. Since that evaluation, there have been no significant changes in internal
controls or in other factors that could significantly affect these controls.



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##### Table of Contents

PART II. OTHER INFORMATION



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

Unit Redemption Program

In July 2005, the Company instituted a share redemption program to provide its shareholders who
have held their Units for at least one year with the benefit of limited interim liquidity, by presenting for redemption all or any portion of their Units at any time and in accordance with certain procedures. Once this time limitation has been met,
the Company may, subject to certain conditions and limitations, redeem the Units presented for redemption for cash, to the extent that the Company has sufficient funds available to fund the redemption. If Units are held for the required one-year
period, the Units may be redeemed for a purchase price equal to the lesser of: (1) $11.00 per Unit; or (2) the purchase price per Unit that was actually paid for the Units. The board of directors reserves the right, in its sole discretion,
at any time and from time to time, to waive the one-year holding period, reject any request for redemption, change the purchase price for redemptions or otherwise amend the terms of, suspend, or terminate the Unit redemption program. The following
is a summary of redemptions during the third quarter of 2008:

Issuer Purchases of Equity Securities



|          |  |                               |  |                            |       |                                                                             |           |  |                                                                           |    |  
|--------- |  | ----------------------------- |  | -------------------------- | ----- | --------------------------------------------------------------------------- | --------- |  | ------------------------------------------------------------------------- | -- | -
|          |  | (a)                           |  | (b)                        |       | (c)                                                                         |           |  | (d)                                                                       |   
|Period    |  | Total Numberof UnitsPurchased |  | Average Price Paidper Unit |       | Total Number ofUnits Purchased asPart of PubliclyAnnounced Plansor Programs |           |  | Maximum Numberof Units that MayYet Be PurchasedUnder the Plans orPrograms |   
|July 2008 |  | 351,772                       |  | $                          | 10.99 |                                                                             | 7,154,254 |  |                                                                           | (1 | )



|(1) | The maximum number of Units that may be redeemed in any 12 month period is limited to five percent (5.0%) of the
weighted average number of Units outstanding from the beginning of the 12 month period.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|Item 6. | Exhibits
|------- | --------



|               |  |                                                                                                                                                                                                             
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                 
|               | 
|3.1            |  | Articles of Incorporation of the Company. (Incorporated by reference to Exhibit 3.1 to the Companys registration statement on Form S-11 (SEC File No. 333-112169) effective April 23,
2004).               
|               | 
|3.2            |  | Bylaws of the Company. (Incorporated by reference to Exhibit 3.2 to the Companys Post-Effective Amendment No. 4 to Form S-11 (SEC File No. 333-112169) effective June 14,
2005).                           
|               | 
|10.1           |  | Executive Severance Plan dated October 16, 2008 (FILED HEREWITH)                                                                                                                                            
|               | 
|10.2           |  | Severance Plan dated October 16, 2008 (FILED HEREWITH)                                                                                                                                                      
|               | 
|31.1           |  | Certification of the Companys Chief Executive Officer pursuant to Rule 13a  14(a) and Rule 15d  14(a) of the Securities Exchange Act, as amended (FILED
HEREWITH).                                       
|               | 
|31.2           |  | Certification of the Companys Chief Financial Officer pursuant to Rule 13a  14(a) and Rule 15d  14(a) of the Securities Exchange Act, as amended (FILED
HEREWITH).                                       
|               | 
|32.1           |  | Certification of the Companys Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(FILED HEREWITH).



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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.



|                     |  |                                                                                                              |  |  |  |  |  |                       
|-------------------- |  | ------------------------------------------------------------------------------------------------------------ |  |  |  |  |  | ----------------------
|APPLE REIT SIX, INC. |  |                                                                                                              |  | 
|                     |  |                                                                                                              |  | 
|By:                  |  | /s/ GLADE M. KNIGHT                                                                                          |  |  |  |  |  | Date: November 3, 2008
|                     |  | Glade M. Knight, Chairman of the Board, Chief Executive Officer, and President (Principal Executive Officer) |  |  |  |  |  |                       
|                     |  |                                                                                                              |  | 
|By:                  |  | /s/ BRYAN PEERY                                                                                              |  |  |  |  |  | Date: November 3, 2008
|                     |  | Bryan Peery, Chief Financial Officer (Principal Financial and Principal Accounting Officer)                  |  |  |  |  |  |                       



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