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SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2005
 Commission
File Number 01-12073
 EQUITY INNS, INC.
  Tennessee
    
    62-1550848(State or Other Jurisdiction of
Incorporation or Organization)
    
    (I.R.S. Employer
Identification Number)
  (Address of Registrants Principal Executive Office) (Zip Code)
  (Registrants Telephone Number, Including Area Code)
 Title of Each Class
    
    Name of Exchange on Which RegisteredSecurities registered pursuant to Section 12(b) of the Act:8.75% Series B Cumulative Preferred Stock, $.01 par value
    
    New York Stock Exchange8.00% Series C Cumulative Preferred Stock, $.01 par value
    
    New York Stock ExchangeCommon Stock, $.01 par value
    
    New York Stock Exchange
 þ o
 o þ
 þ o
 þ
  o þ o
 o þ




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##### 



PagePART IItem 1.
    
    Business
    
    
    3Item 1A.
    
    Risk Factors
    
    
    12Item 1B.
    
    Unresolved Staff Comments
    
    
    18Item 2.
    
    Properties
    
    
    18Item 3.
    
    Legal Proceedings
    
    
    19Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    19PART IIItem 5.
    
    Market for the
Registrants Common Equity and Related Stockholder Matters
    
    
    20Item 6.
    
    Selected Financial Data
    
    
    21Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    36Item 8.
    
    Financial Statements and Supplementary Data
    
    
    38Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    82Item 9A.
    
    Controls and Procedures
    
    
    82Item 9B.
    
    Other Information
    
    
    83PART IIIItem 10.
    
    Directors and Executive Officers of the Registrant
    
    
    83Item 11.
    
    Executive Compensation
    
    
    83Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    83Item 13.
    
    Certain Relationships and Related Transactions
    
    
    84Item 14.
    
    Principal Accounting Fees and Services
    
    
    84PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    84EX-12.1 STATEMENT REGARDING COMPUTATION OF RATIOSEX-21.1 LIST OF SUBSIDIARIESEX-23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO
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PART I
    
 BUSINESS
      3




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Brand Diversity
 Number of
    
    Number ofBrand Affiliation
    
    Hotels
    
    Rooms/SuitesMidscale Limited Service Hotels:Hampton Inn (1)
    
    
    51
    
    
    
    6,344Comfort Inn (4)
    
    
    1
    
    
    
    104Sub-total
    
    
    52
    
    
    
    6,448Upscale Extended Stay Hotels:Residence Inn (2)
    
    
    20
    
    
    
    2,063Homewood Suites (1)
    
    
    10
    
    
    
    1,380Sub-total
    
    
    30
    
    
    
    3,443All-Suite Hotels:AmeriSuites (3)
    
    
    18
    
    
    
    2,291Hampton Inn & Suites (1)
    
    
    2
    
    
    
    288SpringHill Suites (2)
    
    
    2
    
    
    
    164Sub-total
    
    
    22
    
    
    
    2,743Full Service Hotels:Courtyard (2)
    
    
    12
    
    
    
    1,182Hilton Garden Inn (1)
    
    
    2
    
    
    
    238Comfort Inn (4)
    
    
    1
    
    
    
    177Holiday Inn (5)
    
    
    4
    
    
    
    557Sub-total
    
    
    19
    
    
    
    2,154Total
    
    
    123
    
    
    
    14,788
 Franchise Affiliation
 (1)
    
    Hilton Hotels Corporation(2)
    
    Marriott International, Inc.(3)
    
    Hyatt Corporation, which purchased the AmeriSuites brand from the Blackstone Group in January
2005, which purchased the brand from Prime Hospitality Corporation in October 2004(4)
    
    Choice Hotels International, Inc.(5)
    
    Intercontinental Hotels Group, PLC
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Geographical Diversity
 Number of
    
    Number of
    
    Percentage ofState
    
    Hotels
    
    Rooms/Suites
    
    Rooms/SuitesAlabama
    
    
    3
    
    
    
    337
    
    
    
    2.3
    %Arizona
    
    
    4
    
    
    
    495
    
    
    
    3.3
    %Arkansas
    
    
    1
    
    
    
    123
    
    
    
    0.8
    %California
    
    
    1
    
    
    
    145
    
    
    
    1.0
    %Colorado
    
    
    3
    
    
    
    356
    
    
    
    2.4
    %Connecticut
    
    
    3
    
    
    
    405
    
    
    
    2.7
    %Florida
    
    
    21
    
    
    
    2,381
    
    
    
    16.1
    %Georgia
    
    
    7
    
    
    
    656
    
    
    
    4.4
    %Idaho
    
    
    1
    
    
    
    104
    
    
    
    0.7
    %Illinois
    
    
    4
    
    
    
    629
    
    
    
    4.3
    %Indiana
    
    
    2
    
    
    
    255
    
    
    
    1.7
    %Kansas
    
    
    2
    
    
    
    260
    
    
    
    1.8
    %Kentucky
    
    
    2
    
    
    
    205
    
    
    
    1.4
    %Louisiana
    
    
    1
    
    
    
    128
    
    
    
    0.9
    %Maryland
    
    
    2
    
    
    
    244
    
    
    
    1.6
    %Massachusetts
    
    
    2
    
    
    
    206
    
    
    
    1.4
    %Michigan
    
    
    6
    
    
    
    645
    
    
    
    4.4
    %Minnesota
    
    
    2
    
    
    
    248
    
    
    
    1.7
    %Missouri
    
    
    2
    
    
    
    242
    
    
    
    1.6
    %Nebraska
    
    
    1
    
    
    
    80
    
    
    
    0.5
    %Nevada
    
    
    1
    
    
    
    202
    
    
    
    1.4
    %New Jersey
    
    
    3
    
    
    
    424
    
    
    
    2.9
    %New Mexico
    
    
    1
    
    
    
    128
    
    
    
    0.9
    %New York
    
    
    1
    
    
    
    154
    
    
    
    1.0
    %North Carolina
    
    
    6
    
    
    
    679
    
    
    
    4.6
    %Ohio
    
    
    6
    
    
    
    736
    
    
    
    5.0
    %Oklahoma
    
    
    1
    
    
    
    135
    
    
    
    0.9
    %Oregon
    
    
    1
    
    
    
    168
    
    
    
    1.1
    %Pennsylvania
    
    
    2
    
    
    
    249
    
    
    
    1.7
    %South Carolina
    
    
    3
    
    
    
    404
    
    
    
    2.7
    %Tennessee
    
    
    12
    
    
    
    1,289
    
    
    
    8.7
    %Texas
    
    
    7
    
    
    
    1,015
    
    
    
    6.9
    %Vermont
    
    
    2
    
    
    
    200
    
    
    
    1.4
    %Virginia
    
    
    2
    
    
    
    245
    
    
    
    1.6
    %Washington
    
    
    1
    
    
    
    161
    
    
    
    1.1
    %West Virginia
    
    
    4
    
    
    
    455
    
    
    
    3.1
    %Totals
    
    
    123
    
    
    
    14,788
    
    
    
    100.0
    %
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RegionEast North Central
    
    
    15.3
    %East South Central
    
    
    12.4
    %Middle Atlantic
    
    
    5.6
    %Mountain
    
    
    8.7
    %New England
    
    
    5.5
    %Pacific
    
    
    3.2
    %South Atlantic
    
    
    34.2
    %West North Central
    
    
    5.6
    %West South Central
    
    
    9.5
    %
     A premier upscale extended stay hotel, focusing on extended stay, corporate transient and
family travelers. Rated the #1 extended stay hotel brand by Business Travel News in 2005.
  A premier midscale without food and beverage hotel chain with over 1,000 locations. Rated the
#1 midprice hotel without food and beverage by Business Travel News in 2005.
  A premier upscale extended stay hotel, focusing on extended stay, corporate transient and
family travelers. Rated the #2 extended stay hotel brand by Business Travel News in 2005.
  An upscale full service hotel designated as the hotel designed by business travelers for
business travelers. Rated the #1 midprice hotel with food and beverage by Business Travel
News in 2005.
  An upscale all-suite hotel, billed as Americas most affordable all-suite hotel.
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Number of HotelsInterstate Hotels & Resorts, Inc.
    
    
    46Hyatt Corporation
    
    
    18McKibbon Hotel Group
    
    
    18Hilton Hotels Corporation
    
    
    15Other (9)
    
    
    26123
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
    
    no more than 20% of our assets may consist of securities of our TRS Lessees;
    
    the tax deductibility of interest paid or accrued by our TRS Lessees to us is limited; and
    
    a 100% excise tax is imposed on non-arms length transactions between
TRS Lessees and us or our tenants.
      NAME
    
    POSITIONPhillip H. McNeill, Sr.
    
    Chairman of the Board, Former Chief Executive Officer and DirectorHoward A. Silver
    
    Chief Executive Officer, President and DirectorJ. Mitchell Collins
    
    Executive Vice President, Chief Financial Officer, Treasurer
and SecretaryPhillip H. McNeill, Jr.
    
    Executive Vice President of Development
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NAME
    
    POSITIONRichard F. Mitchell
    
    Senior Vice President of Asset ManagementEdwin F. Ansbro
    
    Senior Vice President of Real EstateJ. Ronald Cooper
    
    Vice President, Controller, Assistant Secretary, and Assistant
Treasurer
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www.equityinns.com
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RISK FACTORS
  The events of September 11, 2001, recent economic trends, the U.S.-led military action in Iraq and
prospects for future terrorist acts and military action have adversely affected the hotel industry
generally, and these adverse effects may continue.
  Our ability to maintain our historic rate of distributions to our shareholders is subject to
fluctuations in our financial performance, operating results and capital expenditure requirements.
  -
    
    competition from other hotels that compete with our hotel properties in a particular geographic
market;-
    
    over-building of hotels in our markets, which adversely affects occupancy and revenues at our
hotels;-
    
    dependence on business and commercial travelers and tourism;-
    
    increases in energy costs and other expenses affecting travel, which may affect travel patterns
and reduce the number of business and commercial travelers and tourists;-
    
    increases in operating costs due to inflation and other factors that may not be offset by
increased room rates;
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-
    
    RevPAR trends and operating margins;-
    
    adverse effects of general, regional and local economic conditions;-
    
    adverse effects of a downturn in the hotel industry;-
    
    risks generally associated with the ownership of hotels and real estate;-
    
    acquisition and disposition strategy;-
    
    construction cost overruns and delays;-
    
    uncertainties as to market demand or a loss of market demand after renovations have begun;-
    
    adverse changes in national and local economic and market conditions;-
    
    changes in interest rates and in the availability, cost and terms of debt financing;-
    
    changes in governmental laws and regulations, fiscal policies and zoning ordinances and the
related costs of compliance with laws and regulations, fiscal policies and ordinances;-
    
    changes in traffic patterns and neighborhood characteristics;-
    
    the potential for uninsured or underinsured property losses;-
    
    the ongoing need for capital improvements, particularly in older structures;-
    
    unanticipated capital expenditures required by damage to our hotels or imposed by our
franchisors;-
    
    increases in real property tax rates and other operating expenses;-
    
    the relative illiquidity of real estate investments; and-
    
    other circumstances beyond our control.
 Our debt service obligations could adversely affect our overall operating results, may require us
to liquidate our properties, and may jeopardize our tax status as a REIT.
  -
    
    an increase in interest rates could increase our debt service obligations on our floating rate
debt;-
    
    our cash flow from operations will be insufficient to make required payments of principal and
interest;-
    
    our debt may increase our vulnerability to adverse economic and industry conditions;-
    
    covenants on our debt may restrict our operations and strategies;-
    
    debt service payments may reduce cash available for distribution to our shareholders, funds
available for operations and capital expenditures, future business opportunities or other
purposes;-
    
    in the event of defaults, our lenders could foreclose on our assets;-
    
    existing debt, including secured debt, may not be refinanced, forcing us to sell some of our
assets on unattractive terms; and-
    
    the terms of any refinancing may not be as favorable as the terms of our current debt.
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Our returns depend on management of our hotels by third parties, and ineffective or poor management could result in losses to our shareholders.
  Upon expiration of current agreements with one of our managers or if the manager defaulted on its obligations to provide minimum net operating income to us on 18 of our hotels, net income from these hotels would decrease substantially and our results of operations would be adversely affected.
   Our inability to obtain financing could limit our growth.
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We may not be able to sell our hotels on favorable terms, which could adversely affect our return to shareholders.
  Our insurance maintained for our hotels may be inadequate.
   Our hotels could be subject to environmental risks.
  15




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Our hotels may not comply with the American Disabilities Act and other government regulations.
  The terms of our franchise agreements and the risk of loss of a franchise could adversely affect
our distributions to our shareholders.
    Provisions of our charter and Tennessee law may limit the ability of a third party to acquire
control of us, even if in the best interest of shareholders.
 Ownership Limitation
 Staggered Board of Directors
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Consent Rights of the Limited Partners
 Authority to Issue Preferred Stock
 Shareholder Rights Plan
 Tennessee Anti-Takeover Statutes
  Our failure to qualify as a REIT under the federal tax laws will result in adverse tax
consequences, which could adversely affect our return to shareholders.
   17




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The market price of our equity securities may vary substantially.
   -
    
    actual or anticipated variations in our quarterly results of operations;-
    
    changes in market valuations of companies in the hotel or real estate industries;-
    
    changes in expectations of future financial performance or changes in estimates of securities
analysts;-
    
    fluctuations in stock market prices and volumes;-
    
    issuances of common stock or other securities in the future; and-
    
    announcements by us or our competitors of acquisitions, investments or strategic alliances.
 We depend on our key personnel, the loss of any of whom could have an adverse effect on our
operations.
  
 UNRESOLVED STAFF COMMENTS
  
 PROPERTIES
  18




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Year Ended December 31, 2005 (1)
    
    
    Year Ended December 31, 2004 (1)Revenue
    
    
    
    
    
    
    
    
    
    
    RevenueNumber
    
    
    Number
    
    
    
    
    
    
    Average
    
    
    Per
    
    
    
    
    
    
    Average
    
    
    Perof
    
    
    of
    
    
    
    
    
    
    Daily
    
    
    Available
    
    
    
    
    
    
    Daily
    
    
    AvailableBrand
    
    Hotels
    
    
    Rooms
    
    
    Occupancy
    
    
    Rate
    
    
    Room (2)
    
    
    Occupancy
    
    
    Rate
    
    
    Room (2)Hampton Inn
    
    
    51
    
    
    
    6,344
    
    
    
    69.3
    %
    
    $
    82.46
    
    
    $
    57.15
    
    
    
    65.6
    %
    
    $
    76.21
    
    
    $
    50.02AmeriSuites
    
    
    18
    
    
    
    2,291
    
    
    
    69.3
    %
    
    $
    78.77
    
    
    $
    54.56
    
    
    
    67.8
    %
    
    $
    72.55
    
    
    $
    49.22Residence Inn
    
    
    20
    
    
    
    2,063
    
    
    
    76.6
    %
    
    $
    99.40
    
    
    $
    76.12
    
    
    
    79.0
    %
    
    $
    92.38
    
    
    $
    73.00Homewood Suites
    
    
    10
    
    
    
    1,380
    
    
    
    79.2
    %
    
    $
    106.70
    
    
    $
    84.47
    
    
    
    77.5
    %
    
    $
    101.41
    
    
    $
    78.56Courtyard
    
    
    12
    
    
    
    1,182
    
    
    
    79.2
    %
    
    $
    99.04
    
    
    $
    78.44
    
    
    
    76.9
    %
    
    $
    94.47
    
    
    $
    72.64Holiday Inn
    
    
    4
    
    
    
    557
    
    
    
    62.7
    %
    
    $
    66.14
    
    
    $
    41.50
    
    
    
    59.7
    %
    
    $
    65.64
    
    
    $
    39.19Comfort Inn
    
    
    2
    
    
    
    281
    
    
    
    64.7
    %
    
    $
    98.08
    
    
    $
    63.48
    
    
    
    65.8
    %
    
    $
    86.71
    
    
    $
    57.06Hampton Inn & Suites
    
    
    2
    
    
    
    288
    
    
    
    78.1
    %
    
    $
    107.80
    
    
    $
    84.21
    
    
    
    76.9
    %
    
    $
    97.05
    
    
    $
    74.66SpringHill Suites
    
    
    2
    
    
    
    164
    
    
    
    74.2
    %
    
    $
    87.25
    
    
    $
    64.74
    
    
    
    72.3
    %
    
    $
    83.20
    
    
    $
    60.12Hilton Garden Inn
    
    
    2
    
    
    
    238
    
    
    
    71.5
    %
    
    $
    109.25
    
    
    $
    78.07
    
    
    
    73.6
    %
    
    $
    97.41
    
    
    $
    71.66123
    
    
    
    14,788
    
    
    
    72.0
    %
    
    $
    89.13
    
    
    $
    64.14
    
    
    
    70.1
    %
    
    $
    83.16
    
    
    $
    58.26
 Notes
 
 (1)
    
    Represents all comparable statistics for hotels owned by us at year end as if we had owned
the hotels for both periods presented.(2)
    
    Determined by multiplying occupancy by the average daily rate. 
 LEGAL PROCEEDINGS
  
 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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PART II
 
 MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
   DistributionsPrice Range
    
    Declared
    
    RecordHigh
    
    Low
    
    Per Share
    
    DateYear Ended December 31, 2005:First Quarter
    
    $
    11.80
    
    
    $
    10.70
    
    
    $
    0.15
    
    
    March 31, 2005Second Quarter
    
    $
    13.65
    
    
    $
    10.89
    
    
    $
    0.15
    
    
    June 30, 2005Third Quarter
    
    $
    13.77
    
    
    $
    12.20
    
    
    $
    0.17
    
    
    September 30, 2005Fourth Quarter
    
    $
    14.18
    
    
    $
    12.23
    
    
    $
    0.17
    
    
    December 30, 2005Year Ended December 31, 2004:First Quarter
    
    $
    9.95
    
    
    $
    8.51
    
    
    $
    0.13
    
    
    March 31, 2004Second Quarter
    
    $
    9.54
    
    
    $
    8.00
    
    
    $
    0.13
    
    
    June 30, 2004Third Quarter
    
    $
    10.00
    
    
    $
    8.41
    
    
    $
    0.13
    
    
    September 30, 2004Fourth Quarter
    
    $
    11.84
    
    
    $
    9.30
    
    
    $
    0.13
    
    
    December 31, 2004
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Number ofsecuritiesNumber of
    
    
    
    
    
    
    remainingsecurities to
    
    
    
    
    
    
    available forbe issued upon
    
    
    Weighted average
    
    
    future issuanceexercise of
    
    
    exercise price of
    
    
    under equityoutstanding options,
    
    
    outstanding options,
    
    
    compensationwarrants and rights
    
    
    warrants and rights
    
    
    plansEquity compensation plansapproved by security holders
    
    
    34,000
    
    
    $
    10.57
    
    
    
    2,771,775
     
 SELECTED FINANCIAL DATA
  21




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##### Table of Contents



EQUITY INNS, INC.
SELECTED FINANCIAL DATA
 Years Ended December 31,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Operating Data:Revenue (1)
    
    $
    335,364
    
    
    $
    253,664
    
    
    $
    224,922
    
    
    $
    224,198
    
    
    $
    209,498Income (loss) from continuing operations (1)
    
    
    15,170
    
    
    
    6,085
    
    
    
    (10,017
    )
    
    
    5,857
    
    
    
    9,605Income (loss) from discontinued operations (1)
    
    
    (772
    )
    
    
    (2,002
    )
    
    
    (3,672
    )
    
    
    607
    
    
    
    559Net income (loss) (1)
    
    
    14,398
    
    
    
    4,083
    
    
    
    (13,689
    )
    
    
    6,464
    
    
    
    10,164Preferred stock dividends
    
    
    (7,547
    )
    
    
    (7,547
    )
    
    
    (6,823
    )
    
    
    (6,531
    )
    
    
    (6,531
    )Net income (loss) applicable to
common shareholders
    
    
    6,851
    
    
    
    (3,464
    )
    
    
    (22,920
    )
    
    
    (67
    )
    
    
    3,633Net income (loss) from continuing
operations per common share,
basic and diluted
    
    
    .14
    
    
    
    (.03
    )
    
    
    (.47
    )
    
    
    (.02
    )
    
    
    .09Net income (loss) per common
share, basic and diluted
    
    
    .13
    
    
    
    (.08
    )
    
    
    (.56
    )
    
    
    .00
    
    
    
    .10Distributions declared per
common share and unit
    
    
    .64
    
    
    
    .52
    
    
    
    .52
    
    
    
    .51
    
    
    
    .75Weighted average number of
common shares outstanding-diluted
    
    
    53,523
    
    
    
    45,800
    
    
    
    40,999
    
    
    
    39,628
    
    
    
    36,834Balance Sheet Data:Investment in hotel properties, net
    
    $
    978,233
    
    
    $
    852,755
    
    
    $
    681,478
    
    
    $
    740,146
    
    
    $
    751,891Total assets
    
    
    1,025,836
    
    
    
    893,254
    
    
    
    724,281
    
    
    
    774,452
    
    
    
    778,079Long-term debt
    
    
    557,475
    
    
    
    439,183
    
    
    
    329,774
    
    
    
    362,881
    
    
    
    384,166Minority interests in Partnership
    
    
    8,363
    
    
    
    9,064
    
    
    
    7,338
    
    
    
    8,782
    
    
    
    9,512Preferred stock
    
    
    83,524
    
    
    
    83,524
    
    
    
    83,524
    
    
    
    68,750
    
    
    
    68,750Total shareholders equity
    
    
    410,120
    
    
    
    406,432
    
    
    
    356,386
    
    
    
    366,267
    
    
    
    358,164Cash Flow Data:Cash flows provided by operating activities
    
    $
    76,586
    
    
    $
    47,608
    
    
    $
    33,947
    
    
    $
    44,400
    
    
    $
    68,568Cash flows provided by (used in)
investing activities
    
    
    (132,061
    )
    
    
    (146,536
    )
    
    
    1,928
    
    
    
    (25,923
    )
    
    
    (20,925
    )Cash flows provided by (used in)
financing activities
    
    
    55,040
    
    
    
    97,718
    
    
    
    (33,590
    )
    
    
    (16,920
    )
    
    
    (44,077
    )Other Data:Funds From Operations (2)
    
    $
    54,834
    
    
    $
    37,568
    
    
    $
    14,707
    
    
    $
    40,887
    
    
    $
    44,646
 
 (1)
    
    Beginning in 2001, our consolidated results of operations reflect (i) hotel-level revenues
and operating costs and expenses for hotels previously leased to subsidiaries of Interstate
and (ii) percentage lease revenue from subsidiaries of Hyatt. Prior to 2001, our revenues
consisted principally of lease revenue from our third party lessees and did not reflect
hotel-level revenues and operating costs and expenses. Beginning on January 1, 2002, our
consolidated results of operations reflect hotel-level revenues and operating expenses for all
the hotels owned during the year. Thus, there is limited comparability between our results
for 2001 and subsequent years.(2)
    
    See Item 7, Managements Discussion and Analysis of Financial Condition and Results of
Operations, appearing on page 30, for a detailed discussion and reconciliation of
net income to funds from operations. 22




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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Results of Operations
 For the Years Ended December 31,(in thousands)
    
    2005
    
    
    %
    
    
    2004
    
    
    %
    
    
    2003
    
    
    %Total hotel revenues
    
    $
    335,364
    
    
    
    100.0
    
    
    $
    253,664
    
    
    
    100.0
    
    
    $
    224,922
    
    
    
    100.0Total hotel expenses
    
    
    198,504
    
    
    
    59.2
    
    
    
    152,090
    
    
    
    60.0
    
    
    
    134,078
    
    
    
    59.6Depreciation
    
    
    48,163
    
    
    
    14.4
    
    
    
    40,335
    
    
    
    15.9
    
    
    
    37,636
    
    
    
    16.7Property taxes, rental expense
and insurance
    
    
    21,117
    
    
    
    6.3
    
    
    
    17,766
    
    
    
    7.0
    
    
    
    17,467
    
    
    
    7.8General and
administrative
    
    
    9,751
    
    
    
    2.9
    
    
    
    8,248
    
    
    
    3.2
    
    
    
    7,187
    
    
    
    3.2Loss on impairment of hotels
    
    
    6,400
    
    
    
    1.9
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating income
    
    $
    51,429
    
    
    
    15.3
    
    
    $
    35,225
    
    
    
    13.9
    
    
    $
    28,554
    
    
    
    12.7
 Comparison of the Companys operating results for the years ended December 31, 2005 and 2004.
 Revenues
  Operating Expenses
   23




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##### Table of Contents



Operating Income
  Comparison of the Companys operating results for the years ended December 31, 2004 and 2003.
 Revenues
  Operating Expenses
  24




---



##### Table of Contents



Operating Income
     25




---



##### Table of Contents



Collateral
    
    
    Net BookPrincipal Balance
    
    
    Interest
    
    
    
    
    
    
    # of
    
    
    Value at12/31/05
    
    
    12/31/04
    
    
    Rate
    
    
    Maturity
    
    
    Hotels
    
    
    12/31/05Commercial Mortgage
BondsClass A
    
    $
    
    
    
    $
    
    
    
    
    6.83
    %
    
    Fixed
    
    Nov 2006Class B
    
    
    39,100
    
    
    
    45,802
    
    
    
    7.37
    %
    
    Fixed
    
    Dec 2015Class C
    
    
    10,000
    
    
    
    10,000
    
    
    
    7.58
    %
    
    Fixed
    
    Feb 201749,100
    
    
    
    55,802
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17
    
    
    $
    94,944Line of Credit
    
    
    54,000
    
    
    
    72,000
    
    
    LIBOR plusPercentage
    
    Variable
    
    June 2008
    
    
    26
    
    
    
    204,375Mortgage
    
    
    87,455
    
    
    
    89,318
    
    
    
    8.37
    %
    
    Fixed
    
    July 2009
    
    
    19
    
    
    
    151,879Mortgage
    
    
    64,644
    
    
    
    65,823
    
    
    
    8.25
    %
    
    Fixed
    
    Nov 2010
    
    
    16
    
    
    
    101,354Mortgage
    
    
    33,512
    
    
    
    34,089
    
    
    
    8.25
    %
    
    Fixed
    
    Nov 2010
    
    
    8
    
    
    
    53,301Mortgage
    
    
    10,351
    
    
    
    10,652
    
    
    LIBOR plus285 pts.
    
    Variable
    
    Aug 2008
    
    
    1
    
    
    
    13,853Mortgage
    
    
    2,705
    
    
    
    2,811
    
    
    
    6.00
    %
    
    Fixed
    
    May 2008
    
    
    1
    
    
    
    6,257Mortgage
    
    
    3,120
    
    
    
    3,320
    
    
    
    6.37
    %
    
    Fixed
    
    Nov 2016
    
    
    1
    
    
    
    7,290Mortgage
    
    
    6,177
    
    
    
    6,276
    
    
    
    8.70
    %
    
    Fixed
    
    Nov 2010
    
    
    1
    
    
    
    10,135Mortgage
    
    
    4,165
    
    
    
    4,268
    
    
    
    7.97
    %
    
    Fixed
    
    Oct 2007
    
    
    1
    
    
    
    6,857Mortgage
    
    
    5,132
    
    
    
    5,258
    
    
    
    7.97
    %
    
    Fixed
    
    Oct 2007
    
    
    1
    
    
    
    7,618Mortgage
    
    
    4,347
    
    
    
    4,457
    
    
    
    7.10
    %
    
    Fixed
    
    Sept 2008
    
    
    1
    
    
    
    8,594Mortgage
    
    
    3,699
    
    
    
    3,787
    
    
    
    8.04
    %
    
    Fixed
    
    Nov 2007
    
    
    1
    
    
    
    6,504Mortgage
    
    
    5,153
    
    
    
    5,276
    
    
    
    8.04
    %
    
    Fixed
    
    Nov 2007
    
    
    1
    
    
    
    7,483Mortgage
    
    
    3,094
    
    
    
    3,160
    
    
    
    9.375
    %
    
    Fixed
    
    April 2007
    
    
    1
    
    
    
    6,185Mortgage
    
    
    3,310
    
    
    
    3,381
    
    
    
    9.375
    %
    
    Fixed
    
    April 2007
    
    
    1
    
    
    
    6,277Mortgage
    
    
    5,024
    
    
    
    5,145
    
    
    
    8.04
    %
    
    Fixed
    
    Nov 2007
    
    
    1
    
    
    
    6,318Mortgage
    
    
    3,862
    
    
    
    3,938
    
    
    
    9.375
    %
    
    Fixed
    
    April 2007
    
    
    1
    
    
    
    9,063Mortgage
    
    
    3,776
    
    
    
    3,854
    
    
    
    9.05
    %
    
    Fixed
    
    May 2007
    
    
    1
    
    
    
    6,307Mortgage
    
    
    5,851
    
    
    
    5,958
    
    
    
    5.83
    %
    
    Fixed
    
    July 2014
    
    
    1
    
    
    
    9,126Mortgage
    
    
    39,374
    
    
    
    40,508
    
    
    
    5.64
    %
    
    Fixed
    
    Nov 2014
    
    
    5
    
    
    
    72,155Mortgage
    
    
    5,589
    
    
    
    5,700
    
    
    
    5.39
    %
    
    Fixed
    
    Dec 2014
    
    
    1
    
    
    
    11,558Mortgage
    
    
    3,120
    
    
    
    
    
    
    
    9.02
    %
    
    Fixed
    
    June 2024
    
    
    1
    
    
    
    7,886Mortgage
    
    
    3,973
    
    
    
    
    
    
    
    7.18
    %
    
    Fixed
    
    April 2023
    
    
    1
    
    
    
    6,920Mortgage
    
    
    4,742
    
    
    
    
    
    
    
    7.10
    %
    
    Fixed
    
    Sept 2008
    
    
    1
    
    
    
    9,950Mortgage
    
    
    4,339
    
    
    
    
    
    
    
    7.97
    %
    
    Fixed
    
    Oct 2007
    
    
    1
    
    
    
    9,910Mortgage
    
    
    3,299
    
    
    
    
    
    
    
    7.97
    %
    
    Fixed
    
    Oct 2007
    
    
    1
    
    
    
    10,783Mortgage
    
    
    5,559
    
    
    
    
    
    
    
    7.07
    %
    
    Fixed
    
    Jan 2008
    
    
    1
    
    
    
    10,456Trust Preferred Securities
    
    
    50,000
    
    
    
    
    
    
    
    6.93
    %
    
    Fixed
    
    July 2035
    
    
    
    
    
    
    N/AMortgage
    
    
    73,500
    
    
    
    
    
    
    
    5.44
    %
    
    Fixed
    
    Dec 2015
    
    
    7
    
    
    
    82,488551,972
    
    
    
    434,781
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120
    
    
    $
    945,826Unamortized Mortgage
Note Premium
    
    
    5,503
    
    
    
    4,402Total Long-term Debt
    
    $
    557,475
    
    
    $
    439,183Interest Expense, Net
    
    $
    36,064
    
    
    $
    29,231
 26




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27




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28




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29




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##### Table of Contents



For the Years Ended December 31,2005
    
    
    2004
    
    
    2003Net income (loss) applicable to common
shareholders
    
    $
    6,851
    
    
    $
    (3,464
    )
    
    $
    (22,920
    )Add (subtract):(Gain) loss on sale of hotel properties
    
    
    (625
    )
    
    
    (47
    )
    
    
    (1,248
    )Minority interests (income) expenses
    
    
    195
    
    
    
    (91
    )
    
    
    (495
    )Depreciation
    
    
    48,163
    
    
    
    40,335
    
    
    
    37,636Depreciation from discontinued operations
    
    
    250
    
    
    
    835
    
    
    
    1,734Funds From Operations (FFO) (1)
    
    $
    54,834
    
    
    $
    37,568
    
    
    $
    14,707Weighted average number of diluted common
shares and Partnership units outstanding
    
    
    54,931
    
    
    
    47,005
    
    
    
    42,151
 
  30




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##### Table of Contents



Less than
    
    
    
    
    
    
    
    
    
    
    AfterTotal
    
    
    1year
    
    
    1-3years
    
    
    4-5years
    
    
    5yearsLong-term debt
principal
    
    $
    551,972
    
    
    $
    11,699
    
    
    $
    92,862
    
    
    $
    247,546
    
    
    $
    199,865Interest expense (1)
    
    
    282,274
    
    
    
    39,790
    
    
    
    71,280
    
    
    
    47,620
    
    
    
    123,584Hotel capital
improvements
    
    
    6,857
    
    
    
    6,857
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    11,844
    
    
    
    916
    
    
    
    1,559
    
    
    
    978
    
    
    
    8,391Total contractual
obligations
    
    $
    852,947
    
    
    $
    59,262
    
    
    $
    165,701
    
    
    $
    296,144
    
    
    $
    331,840
 
 (1)
    
    Interest expense is estimated using current scheduled payments for all amortizing debt
and the 2005 year-end interest rate and balance for our Line of Credit.  2005
    
    
    2004
    
    
    2003Management fees
    
    $
    8,840
    
    
    $
    5,581
    
    
    $
    4,625Franchisor related fees
    
    
    20,371
    
    
    
    15,096
    
    
    
    12,641Total fees
    
    $
    29,211
    
    
    $
    20,677
    
    
    $
    17,266
     31




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Allowance for Doubtful Accounts
  32




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##### Table of Contents



Investment in Hotel Properties
   Accounting for Joint Venture
  33




---



##### Table of Contents



Income Taxes
   Acquisitions
  34




---



##### Table of Contents



Rooms/Hotel
    
    Location
    
    Suites
    
    Date AcquiredHilton Garden Inn
    
    Ft. Myers, Florida
    
    
    126
    
    
    March 1, 2005Residence Inn by Marriott
    
    Jacksonville, Florida
    
    
    78
    
    
    March 9, 2005Courtyard by Marriott
    
    Bowling Green, Kentucky
    
    
    93
    
    
    April 29, 2005Courtyard by Marriott
    
    Jacksonville, Florida
    
    
    81
    
    
    May 2, 2005Hampton Inn by Hilton
    
    Orlando, Florida
    
    
    170
    
    
    June 1, 2005Residence Inn by Marriott
    
    Sarasota, Florida
    
    
    78
    
    
    June 13, 2005Courtyard by Marriott
    
    Sarasota, Florida
    
    
    81
    
    
    June 16, 2005Residence Inn by Marriott
    
    Ft. Myers, Florida
    
    
    78
    
    
    June 16, 2005Hampton Inn & Suites
    
    Franklin, Tennessee
    
    
    127
    
    
    July 1, 2005Hampton Inn by Hilton
    
    Urbana, Illinois
    
    
    130
    
    
    September 2, 2005Hampton Inn by Hilton
    
    East Lansing, Michigan
    
    
    86
    
    
    September 2, 2005Hampton Inn by Hilton
    
    Grand Rapids, Michigan
    
    
    84
    
    
    September 2, 2005SpringHill Suites
    
    Grand Rapids, Michigan
    
    
    76
    
    
    September 2, 2005Hampton Inn by Hilton
    
    Peabody, Massachusetts
    
    
    121
    
    
    September 30, 2005Homewood Suites by Hilton
    
    Peabody, Massachusetts
    
    
    85
    
    
    September 30, 2005Courtyard by Marriott
    
    Carlsbad, California
    
    
    145
    
    
    October 31, 2005
 Common Stock Offering
  Additional Long-Term Debt
   35




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##### Table of Contents



Long-Lived Asset Impairments and Hotel Sales
  Subsequent Events
   
    36




---



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37




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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
   Equity Inns, Inc.
    
    PageManagements Report on Internal Control over Financial Reporting
    
    
    40Report of Independent Registered Public Accounting Firm
    
    
    41Consolidated Balance Sheets as of December 31, 2005 and
2004
    
    
    43Consolidated Statements of Operations for the years ended
December 31, 2005, 2004 and 2003
    
    
    44Consolidated Statements of Comprehensive Income for the
years ended December 31, 2005, 2004 and 2003
    
    
    45Consolidated Statements of Shareholders Equity for the
years ended December 31, 2005, 2004, and 2003
    
    
    46Consolidated Statements of Cash Flows for the years ended
December 31, 2005, 2004, and 2003
    
    
    48Notes to Consolidated Financial Statements
    
    
    49Schedule II  Valuation and Qualifying Accounts for the years
ended December 31, 2005, 2004 and 2003
    
    
    77Schedule III  Real Estate and Accumulated Depreciation
as of December 31, 2005
    
    
    78
 38




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##### Table of Contents



Quarterly Financial Information
  First
    
    
    Second
    
    
    Third
    
    
    FourthQuarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter(in thousands, except per share data)2005Revenue
    
    $
    74,496
    
    
    $
    85,826
    
    
    $
    90,564
    
    
    $
    84,478Net income (loss) applicable
to common shareholders
    
    
    1,766
    
    
    
    3,213
    
    
    
    6,724
    
    
    
    (4,852
    )Net income (loss) per common
share, basic and diluted
    
    
    0.03
    
    
    
    0.06
    
    
    
    0.12
    
    
    
    (0.09
    )2004Revenue
    
    $
    53,538
    
    
    $
    64,835
    
    
    $
    69,783
    
    
    $
    65,508Net income (loss) applicable
to common shareholders
    
    
    (4,085
    )
    
    
    2,382
    
    
    
    2,521
    
    
    
    (4,282
    )Net income (loss) per common
share, basic and diluted
    
    
    (0.10
    )
    
    
    0.05
    
    
    
    0.06
    
    
    
    (0.09
    )
  First
    
    
    Second
    
    
    Third

    

    FourthQuarter
    
    
    Quarter
    
    
    Quarter

    

    Quarter2005
    
    $
    650
    
    
    $
    996


    $
    


    
    $
    2004
    
    
    526
    
    
    
    821



    787

    
    
    682
 39




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##### Table of Contents



Internal Control-Integrated Framework
   40




---



##### Table of Contents



Consolidated financial statements and financial statement schedules
  Internal control over financial reporting
 Internal
Control-Integrated Framework Internal
Control-Integrated Framework
 41




---



##### Table of Contents



42




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##### Table of Contents



EQUITY INNS, INC.
 
 CONSOLIDATED BALANCE SHEETS
  December 31,
    
    
    December 31,2005
    
    
    2004Assets:Investment in hotel properties, net
    
    $
    978,233
    
    
    $
    852,755Assets held for sale
    
    
    
    
    
    
    3,849Cash and cash equivalents
    
    
    6,556
    
    
    
    6,991Accounts receivable, net of doubtful
accounts of $175 and $225, respectively
    
    
    8,960
    
    
    
    7,543Interest rate swaps
    
    
    877
    
    
    
    Note receivable, net
    
    
    1,688
    
    
    
    Deferred expenses, net
    
    
    11,927
    
    
    
    8,679Deposits and other assets, net
    
    
    17,595
    
    
    
    13,437Total Assets
    
    $
    1,025,836
    
    
    $
    893,254Liabilities and Shareholders Equity:Long-term debt
    
    $
    557,475
    
    
    $
    439,183Accounts payable and accrued expenses
    
    
    39,204
    
    
    
    30,366Distributions payable
    
    
    10,674
    
    
    
    8,090Interest rate swaps
    
    
    
    
    
    
    119Minority interests in Partnership
    
    
    8,363
    
    
    
    9,064Total Liabilities
    
    
    615,716
    
    
    
    486,822Commitments and contingenciesShareholders Equity:Preferred stock (Series B), 8.75%, $.01 par value,
10,000,000 shares authorized, 3,450,000 shares
issued and outstanding
    
    
    83,524
    
    
    
    83,524Common stock, $.01 par value, 100,000,000
shares authorized, 54,749,308 and
51,872,460 shares issued and outstanding
    
    
    547
    
    
    
    519Additional paid-in capital
    
    
    573,473
    
    
    
    542,397Treasury stock, at cost, 747,600 shares
    
    
    (5,173
    )
    
    
    (5,173
    )Unearned directors and officers
compensation
    
    
    (2,815
    )
    
    
    (2,211
    )Distributions in excess of net earnings
    
    
    (240,313
    )
    
    
    (212,505
    )Unrealized gain (loss) on interest rate swaps
    
    
    877
    
    
    
    (119
    )Total Shareholders Equity
    
    
    410,120
    
    
    
    406,432Total Liabilities and Shareholders Equity
    
    $
    1,025,836
    
    
    $
    893,254
  43




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EQUITY INNS, INC.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
  Years Ended December 31,2005
    
    
    2004
    
    
    2003Revenue:Room revenue
    
    $
    321,519
    
    
    $
    241,477
    
    
    $
    213,948Other hotel revenue
    
    
    13,845
    
    
    
    12,187
    
    
    
    10,974Total revenue
    
    
    335,364
    
    
    
    253,664
    
    
    
    224,922Operating expenses:Direct hotel expenses
    
    
    187,795
    
    
    
    143,078
    
    
    
    125,985Other hotel expenses
    
    
    10,709
    
    
    
    9,012
    
    
    
    8,093Depreciation
    
    
    48,163
    
    
    
    40,335
    
    
    
    37,636Property taxes, rental expense and insurance
    
    
    21,117
    
    
    
    17,766
    
    
    
    17,467General and administrative expenses:Non-cash stock-based compensation
    
    
    1,728
    
    
    
    845
    
    
    
    551Other general and administrative expenses
    
    
    8,023
    
    
    
    7,403
    
    
    
    6,636Loss on impairment of hotels
    
    
    6,400
    
    
    
    
    
    
    
    Total operating expenses
    
    
    283,935
    
    
    
    218,439
    
    
    
    196,368Operating income
    
    
    51,429
    
    
    
    35,225
    
    
    
    28,554Interest expense, net
    
    
    36,064
    
    
    
    29,231
    
    
    
    29,289Income (loss) from continuing operations before
minority interests and income taxes
    
    
    15,365
    
    
    
    5,994
    
    
    
    (735
    )Minority interests income (expense)
    
    
    (195
    )
    
    
    91
    
    
    
    495Deferred income tax benefit (expense)
    
    
    
    
    
    
    
    
    
    
    (9,777
    )Income (loss) from continuing operations
    
    
    15,170
    
    
    
    6,085
    
    
    
    (10,017
    )Discontinued operations:Gain (loss) on sale of hotel properties
    
    
    625
    
    
    
    47
    
    
    
    1,248Loss on impairment of hotels held for sale
    
    
    (1,350
    )
    
    
    (1,883
    )
    
    
    (4,605
    )Income (loss) from operations of discontinued
operations
    
    
    (47
    )
    
    
    (166
    )
    
    
    (315
    )Income (loss) from discontinued operations
    
    
    (772
    )
    
    
    (2,002
    )
    
    
    (3,672
    )Net income (loss)
    
    
    14,398
    
    
    
    4,083
    
    
    
    (13,689
    )Loss on redemption of Series A Preferred Stock
    
    
    
    
    
    
    
    
    
    
    (2,408
    )Preferred stock dividends
    
    
    (7,547
    )
    
    
    (7,547
    )
    
    
    (6,823
    )Net income (loss) applicable to common
shareholders
    
    $
    6,851
    
    
    $
    (3,464
    )
    
    $
    (22,920
    )Net income (loss) per share data:Basic and diluted income (loss) per share:Continuing operations
    
    $
    0.14
    
    
    $
    (0.03
    )
    
    $
    (0.47
    )Discontinued operations
    
    
    (0.01
    )
    
    
    (0.05
    )
    
    
    (0.09
    )Net income (loss) per common share
    
    $
    0.13
    
    
    $
    (0.08
    )
    
    $
    (0.56
    )Weighted average number of common
shares outstanding, basic and diluted
    
    
    53,523
    
    
    
    45,800
    
    
    
    40,999
  44




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##### Table of Contents



EQUITY INNS, INC.
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
  Years Ended December 31,2005
    
    
    2004
    
    
    2003Net income (loss)
    
    $
    14,398
    
    
    $
    4,083
    
    
    $
    (13,689
    )Unrealized gain on interest rate
swaps
    
    
    996
    
    
    
    812
    
    
    
    1,268Comprehensive income (loss)
    
    $
    15,394
    
    
    $
    4,895
    
    
    $
    (12,421
    )
  45




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##### Table of Contents



EQUITY INNS, INC.
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
  Unearned
    
    
    
    
    
    
    UnrealizedAdditional
    
    
    
    
    
    
    
    
    
    
    Directors
    
    
    Distributions
    
    
    Loss onPreferred Stock
    
    
    Common Stock
    
    
    Paid-In
    
    
    Treasury Stock
    
    
    and Officers
    
    
    In Excess of
    
    
    InterestShares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    Capital
    
    
    Shares
    
    
    Dollars
    
    
    Compensation
    
    
    Net Earnings
    
    
    Rate Swap
    
    
    TotalBalance at December 31, 2002
    
    
    2,750
    
    
    $
    68,750
    
    
    
    41,221
    
    
    $
    412
    
    
    $
    445,793
    
    
    
    748
    
    
    $
    (5,173
    )
    
    $
    (546
    )
    
    $
    (140,770
    )
    
    $
    (2,199
    )
    
    $
    366,267Issuance of common shares, net of
offering expenses
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    20
    
    
    
    15,060
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,080Redemption of Series A Preferred Stock
    
    
    (2,750
    )
    
    
    (68,750
    )
    
    
    
    
    
    
    
    
    
    
    2,408
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (66,342
    )Issuance of Series B Preferred Stock,
net of offering expenses
    
    
    3,450
    
    
    
    83,524
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83,524Issuance of common shares to
officers in lieu of cash bonus
    
    
    
    
    
    
    
    
    
    
    19
    
    
    
    
    
    
    
    112
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112Issuance of common shares to
directors in lieu of cash
compensation
    
    
    
    
    
    
    
    
    
    
    14
    
    
    
    
    
    
    
    97
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    97Amortization of unearned officers
and directors compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    423
    
    
    
    
    
    
    
    
    
    
    
    423Issuance of common shares upon
redemption of Partnership units
    
    
    
    
    
    
    
    
    
    
    52
    
    
    
    1
    
    
    
    370
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    371Net loss applicable to common
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (22,920
    )
    
    
    
    
    
    
    (22,920
    )Distributions ($.52 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (21,345
    )
    
    
    
    
    
    
    (21,345
    )Unrealized gain on interest rate swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,268
    
    
    
    1,268Adjustments to minority interests from
issuance of common stock, preferred
stock and Partnership units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (149
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (149
    )Balance at December 31, 2003
    
    
    3,450
    
    
    
    83,524
    
    
    
    43,306
    
    
    
    433
    
    
    
    463,691
    
    
    
    748
    
    
    
    (5,173
    )
    
    
    (123
    )
    
    
    (185,035
    )
    
    
    (931
    )
    
    
    356,386Issuance of common shares, net of
offering expenses
    
    
    
    
    
    
    
    
    
    
    8,066
    
    
    
    81
    
    
    
    74,524
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,605Issuance of common shares to
officers in lieu of cash bonus
    
    
    
    
    
    
    
    
    
    
    48
    
    
    
    1
    
    
    
    439
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    440Issuance of restricted common shares
to officers
    
    
    
    
    
    
    
    
    
    
    405
    
    
    
    4
    
    
    
    2,868
    
    
    
    
    
    
    
    
    
    
    
    (2,872
    )
    
    
    
    
    
    
    
    
    
    
    Forfeitures of restricted common
shares by officers
    
    
    
    
    
    
    
    
    
    
    (6
    )
    
    
    
    
    
    
    (37
    )
    
    
    
    
    
    
    
    
    
    
    37
    
    
    
    
    
    
    
    
    
    
    
    Issuance of common shares to
directors in lieu of cash
compensation
    
    
    
    
    
    
    
    
    
    
    17
    
    
    
    
    
    
    
    161
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    161




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##### Table of Contents



EQUITY INNS, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
 Unearned
    
    
    
    
    
    
    UnrealizedAdditional
    
    
    
    
    
    
    
    
    
    
    Directors
    
    
    Distributions
    
    
    Loss onPreferred Stock
    
    
    Common Stock
    
    
    Paid-In
    
    
    Treasury Stock
    
    
    and Officers
    
    
    In Excess of
    
    
    InterestShares
    
    
    Dollars
    
    
    Shares
    
    
    Dollars
    
    
    Capital
    
    
    Shares
    
    
    Dollars
    
    
    Compensation
    
    
    Net Earnings
    
    
    Rate Swap
    
    
    TotalAmortization of unearned officers
and directors compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    747
    
    
    
    
    
    
    
    
    
    
    
    747Issuance of common shares upon
redemption of Partnership units
    
    
    
    
    
    
    
    
    36
    
    
    
    
    
    
    
    228
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    228Net loss applicable to common
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,464
    )
    
    
    
    
    
    
    (3,464
    )Distributions ($.52 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (24,006
    )
    
    
    
    
    
    
    (24,006
    )Unrealized gain on interest rate swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    812
    
    
    
    812Adjustments to minority interests from
issuance of common stock, preferred
stock and Partnership units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    523
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    523Balance at December 31, 2004
    
    
    3,450
    
    
    
    83,524
    
    
    
    51,872
    
    
    
    519
    
    
    
    542,397
    
    
    
    748
    
    
    
    (5,173
    )
    
    
    (2,211
    )
    
    
    (212,505
    )
    
    
    (119
    )
    
    
    406,432Issuance of common shares, net of
offering expenses
    
    
    
    
    
    
    
    
    
    
    2,700
    
    
    
    27
    
    
    
    28,535
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,562Issuance of common shares to
officers in lieu of cash bonus
    
    
    
    
    
    
    
    
    
    
    50
    
    
    
    
    
    
    
    553
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    553Issuance of restricted common shares
to officers and directors
    
    
    
    
    
    
    
    
    
    
    89
    
    
    
    1
    
    
    
    2,131
    
    
    
    
    
    
    
    
    
    
    
    (2,132
    )
    
    
    
    
    
    
    
    
    
    
    Issuance of common shares to
directors in lieu of cash
compensation
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    201
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    201Amortization of unearned officers
and directors compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,528
    
    
    
    
    
    
    
    
    
    
    
    1,528Issuance of common shares upon
redemption of Partnership units
    
    
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    143
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143Repurchase of Partnership units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (912
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (912
    )Net income applicable to common
shareholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,851
    
    
    
    
    
    
    
    6,851Distributions ($.64 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (34,659
    )
    
    
    
    
    
    
    (34,659
    )Unrealized gain on interest rate swaps
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    996
    
    
    
    996Adjustments to minority interests from
issuance of common stock, preferred
stock and Partnership units
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    425
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    425Balance at December 31, 2005
    
    
    3,450
    
    
    $
    83,524
    
    
    
    54,749
    
    
    $
    547
    
    
    $
    573,473
    
    
    
    748
    
    
    $
    (5,173
    )
    
    $
    (2,815
    )
    
    $
    (240,313
    )
    
    $
    877
    
    
    $
    410,120




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##### Table of Contents



EQUITY
INNS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended December 31,2005
    
    
    2004
    
    
    2003Cash flows from operating activities:Net income (loss)
    
    $
    14,398
    
    
    $
    4,083
    
    
    $
    (13,689
    )Adjustments to reconcile net income to net cash
provided by operating activities:(Gain) loss on sale of hotel properties
    
    
    (625
    )
    
    
    (47
    )
    
    
    (1,248
    )Loss on impairment of hotels
    
    
    7,750
    
    
    
    1,883
    
    
    
    4,605Depreciation
    
    
    48,163
    
    
    
    40,335
    
    
    
    37,636Depreciation of discontinued operations
    
    
    250
    
    
    
    835
    
    
    
    1,734Amortization of loan costs and franchise fees
    
    
    2,575
    
    
    
    1,971
    
    
    
    2,462Amortization of mortgage note premium
    
    
    (1,645
    )
    
    
    (454
    )
    
    
    Non-cash stock-based compensation
    
    
    1,728
    
    
    
    845
    
    
    
    551Deferred income tax expense (benefit)
    
    
    
    
    
    
    
    
    
    
    9,777Minority interests (income) expense
    
    
    195
    
    
    
    (91
    )
    
    
    (495
    )Changes in operating assets and liabilities:Accounts receivable
    
    
    (1,417
    )
    
    
    (2,474
    )
    
    
    (976
    )Deposits and other assets
    
    
    (4,158
    )
    
    
    (7,354
    )
    
    
    (1,692
    )Accounts payable and accrued expenses
    
    
    9,392
    
    
    
    7,893
    
    
    
    (4,757
    )Other
    
    
    (20
    )
    
    
    183
    
    
    
    39Net cash provided by operating activities
    
    
    76,586
    
    
    
    47,608
    
    
    
    33,947Cash flows from investing activities:Improvements and additions to hotel properties
    
    
    (31,126
    )
    
    
    (25,345
    )
    
    
    (13,343
    )Acquisition of hotel properties
    
    
    (106,924
    )
    
    
    (135,604
    )
    
    
    Payments for franchise applications
    
    
    (877
    )
    
    
    (812
    )
    
    
    (200
    )Note receivable
    
    
    12
    
    
    
    5,285
    
    
    
    Net proceeds from sale of hotel properties
    
    
    6,854
    
    
    
    9,940
    
    
    
    15,471Net cash provided by (used in)
investing activities
    
    
    (132,061
    )
    
    
    (146,536
    )
    
    
    1,928Cash flows from financing activities:Gross proceeds from public offering of common stock
    
    
    29,835
    
    
    
    76,963
    
    
    
    15,100Gross proceeds from issuance of Series B Preferred Stock
    
    
    
    
    
    
    
    
    
    
    86,250Payment of offering expenses
    
    
    (1,273
    )
    
    
    (2,396
    )
    
    
    (2,746
    )Redemption of Series A Preferred Stock
    
    
    
    
    
    
    
    
    
    
    (68,750
    )Distributions paid
    
    
    (40,518
    )
    
    
    (31,085
    )
    
    
    (28,332
    )Redemption of Partnership units
    
    
    (4,137
    )
    
    
    
    
    
    
    Payments for loan costs
    
    
    (4,954
    )
    
    
    (1,574
    )
    
    
    (2,005
    )Proceeds from borrowings
    
    
    287,615
    
    
    
    180,462
    
    
    
    47,375Payments on long-term debt
    
    
    (211,528
    )
    
    
    (124,652
    )
    
    
    (80,482
    )Net cash provided by (used in) financing activities
    
    
    55,040
    
    
    
    97,718
    
    
    
    (33,590
    )Net increase (decrease) in cash
    
    
    (435
    )
    
    
    (1,210
    )
    
    
    2,285Cash and cash equivalents at beginning of period
    
    
    6,991
    
    
    
    8,201
    
    
    
    5,916Cash and cash equivalents at end of period
    
    $
    6,556
    
    
    $
    6,991
    
    
    $
    8,201Supplemental cash flow information:Cash paid for interest
    
    $
    32,914
    
    
    $
    27,236
    
    
    $
    28,327
  48




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##### Table of Contents



EQUITY INNS, INC.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  Organization
   Number of HotelsInterstate Hotels & Resorts, Inc.
    
    
    46Hyatt Corporation
    
    
    18McKibbon Hotel Group
    
    
    18Hilton Hotels Corporation
    
    
    15Other (9)
    
    
    26123
  49




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Organization, Continued
   Summary of Significant Accounting Policies
 Principles of Consolidation
   Use of Estimates
  Investment in Hotel Properties
    50




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Summary of Significant Accounting Policies, Continued
   Cash and Cash Equivalents
  Allowance for Doubtful Accounts
  51




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Summary of Significant Accounting Policies, Continued
 Deferred Expenses
   Deposits and Other Assets
  Inventories
  Distributions
  Revenue Recognition
   52




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Summary of Significant Accounting Policies, Continued
  Accounting for Joint Venture
  Operating Costs and Expenses
    Advertising and Marketing
  Minority Interests
  53




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Summary of Significant Accounting Policies, Continued
 Income Taxes
     Net Income Per Common Share
  Stock-Based Compensation
  54




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Summary of Significant Accounting Policies, Continued
  Segment Reporting
  Derivative Instruments and Hedging Activities
     55




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Summary of Significant Accounting Policies, Continued
   Concentration of Credit Risk
  Fair Value of Financial Instruments
  Investment in Hotel Properties
  2005
    
    
    2004Land
    
    $
    139,257
    
    
    $
    116,065Buildings and improvements
    
    
    971,894
    
    
    
    857,840Furniture and equipment
    
    
    149,806
    
    
    
    130,954Construction in progress
    
    
    9,609
    
    
    
    6,1601,270,566
    
    
    
    1,111,019Less accumulated depreciation
    
    
    (292,333
    )
    
    
    (258,264
    )$
    978,233
    
    
    $
    852,755
  56




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Investment in Hotel Properties, Continued
   Rooms/Hotel
    
    Location
    
    Suites
    
    Date AcquiredHilton Garden Inn
    
    Ft. Myers, Florida
    
    
    126
    
    
    March 1, 2005Residence Inn by Marriott
    
    Jacksonville, Florida
    
    
    78
    
    
    March 9, 2005Courtyard by Marriott
    
    Bowling Green, Kentucky
    
    
    93
    
    
    April 29, 2005Courtyard by Marriott
    
    Jacksonville, Florida
    
    
    81
    
    
    May 2, 2005Hampton Inn by Hilton
    
    Orlando, Florida
    
    
    170
    
    
    June 1, 2005Residence Inn by Marriott
    
    Sarasota, Florida
    
    
    78
    
    
    June 13, 2005Courtyard by Marriott
    
    Sarasota, Florida
    
    
    81
    
    
    June 16, 2005Residence Inn by Marriott
    
    Ft. Myers, Florida
    
    
    78
    
    
    June 16, 2005Hampton Inn & Suites
    
    Franklin, Tennessee
    
    
    127
    
    
    July 1, 2005Hampton Inn by Hilton
    
    Urbana, Illinois
    
    
    130
    
    
    September 2, 2005Hampton Inn by Hilton
    
    East Lansing, Michigan
    
    
    86
    
    
    September 2, 2005Hampton Inn by Hilton
    
    Grand Rapids, Michigan
    
    
    84
    
    
    September 2, 2005SpringHill Suites by Marriott
    
    Grand Rapids, Michigan
    
    
    76
    
    
    September 2, 2005Hampton Inn by Hilton
    
    Peabody, Massachusetts
    
    
    121
    
    
    September 30, 2005Homewood Suites by Hilton
    
    Peabody, Massachusetts
    
    
    85
    
    
    September 30, 2005Courtyard by Marriott
    
    Carlsbad, California
    
    
    145
    
    
    October 31, 2005
  Land
    
    $
    21,285Buildings and improvements
    
    
    114,992Furniture and equipment
    
    
    18,290$
    154,567
  57




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Investment in Hotel Properties, Continued
   Rooms/Hotel
    
    Location
    
    Suites
    
    Date AcquiredCourtyard by Marriott
    
    Tallahassee, Florida
    
    
    93
    
    
    January 26, 2004Residence Inn by Marriott
    
    Tampa, Florida
    
    
    102
    
    
    March 25, 2004Courtyard by Marriott
    
    Gainesville, Florida
    
    
    81
    
    
    April 29, 2004Residence Inn by Marriott
    
    Tallahassee, Florida
    
    
    78
    
    
    April 29, 2004Residence Inn by Marriott
    
    Knoxville, Tennessee
    
    
    78
    
    
    May 10, 2004Courtyard by Marriott
    
    Asheville, North Carolina
    
    
    78
    
    
    May 28, 2004Residence Inn by Marriott
    
    Chattanooga, Tennessee
    
    
    76
    
    
    May 28, 2004Courtyard by Marriott
    
    Athens, Georgia
    
    
    105
    
    
    June 16, 2004Residence Inn by Marriott
    
    Savannah, Georgia
    
    
    66
    
    
    June 29, 2004Hampton Inn by Hilton
    
    Boca Raton, Florida
    
    
    94
    
    
    October 22, 2004Hampton Inn by Hilton
    
    Deerfield Beach, Florida
    
    
    106
    
    
    October 22, 2004Hampton Inn by Hilton
    
    Palm Beach Gardens, Florida
    
    
    116
    
    
    October 22, 2004Hampton Inn by Hilton
    
    West Palm Beach, Florida
    
    
    110
    
    
    October 22, 2004Hampton Inn & Suites
by Hilton
    
    Boynton Beach, Florida
    
    
    161
    
    
    October 22, 2004Courtyard by Marriott
    
    Dalton, Georgia
    
    
    93
    
    
    November 1, 2004Hilton Garden Inn
    
    Louisville, Kentucky
    
    
    112
    
    
    November 1, 2004Residence Inn by Marriott
    
    Macon, Georgia
    
    
    78
    
    
    December 16, 2004SpringHill Suites by
Marriott
    
    Asheville, North Carolina
    
    
    88
    
    
    December 16, 2004Courtyard by Marriott
    
    Knoxville, Tennessee
    
    
    78
    
    
    December 21, 2004Courtyard by Marriott
    
    Mobile, Alabama
    
    
    78
    
    
    December 21, 2004
  AmountLand
    
    $
    17,202Buildings and improvements
    
    
    156,644Furniture and equipment
    
    
    19,037$
    192,883
 58




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Investment in Hotel Properties, Continued
  Years Ended December 31,2005
    
    
    2004RevenuesEquity Inns, as reported
    
    $
    335,364
    
    
    $
    253,664Acquisitions
    
    
    24,528
    
    
    
    75,203Pro forma combined revenues
    
    $
    359,892
    
    
    $
    328,867Net income (loss) applicable to
common shareholdersEquity Inns, as reported
    
    $
    6,851
    
    
    $
    (3,464
    )Acquisitions
    
    
    5,374
    
    
    
    10,040Pro forma combined net income (loss)
    
    $
    12,225
    
    
    $
    6,576Pro forma basic and diluted income (loss)
per share
    
    $
    0.23
    
    
    $
    0.12Pro forma weighted average number of
common shares outstanding  basic and
diluted
    
    
    53,982
    
    
    
    53,776
    59




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EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Investment in Hotel Properties, Continued
     60




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Investment in Hotel Properties, Continued
  Note Receivable
  2005
    
    2004Memphis Hospitality Enterprises, Inc.
    
    $
    1,688
    
    
    $
    
  61




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Long-Term Debt
  Collateral
    
    
    Net BookPrincipal Balance
    
    
    Interest
    
    
    
    
    
    
    # of
    
    
    Value at12/31/05
    
    
    12/31/04
    
    
    Rate
    
    
    Maturity
    
    
    Hotels
    
    
    12/31/05Commercial Mortgage
BondsClass A
    
    $
    
    
    
    $
    
    
    
    
    6.83
    %
    
    Fixed
    
    Nov 2006Class B
    
    
    39,100
    
    
    
    45,802
    
    
    
    7.37
    %
    
    Fixed
    
    Dec 2015Class C
    
    
    10,000
    
    
    
    10,000
    
    
    
    7.58
    %
    
    Fixed
    
    Feb 201749,100
    
    
    
    55,802
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17
    
    
    $
    94,944Line of Credit
    
    
    54,000
    
    
    
    72,000
    
    
    LIBOR plusPercentage
    
    Variable
    
    June 2008
    
    
    26
    
    
    
    204,375Mortgage
    
    
    87,455
    
    
    
    89,318
    
    
    
    8.37
    %
    
    Fixed
    
    July 2009
    
    
    19
    
    
    
    151,879Mortgage
    
    
    64,644
    
    
    
    65,823
    
    
    
    8.25
    %
    
    Fixed
    
    Nov 2010
    
    
    16
    
    
    
    101,354Mortgage
    
    
    33,512
    
    
    
    34,089
    
    
    
    8.25
    %
    
    Fixed
    
    Nov 2010
    
    
    8
    
    
    
    53,301Mortgage
    
    
    10,351
    
    
    
    10,652
    
    
    LIBOR plus285 pts.
    
    Variable
    
    Aug 2008
    
    
    1
    
    
    
    13,853Mortgage
    
    
    2,705
    
    
    
    2,811
    
    
    
    6.00
    %
    
    Fixed
    
    May 2008
    
    
    1
    
    
    
    6,257Mortgage
    
    
    3,120
    
    
    
    3,320
    
    
    
    6.37
    %
    
    Fixed
    
    Nov 2016
    
    
    1
    
    
    
    7,290Mortgage
    
    
    6,177
    
    
    
    6,276
    
    
    
    8.70
    %
    
    Fixed
    
    Nov 2010
    
    
    1
    
    
    
    10,135Mortgage
    
    
    4,165
    
    
    
    4,268
    
    
    
    7.97
    %
    
    Fixed
    
    Oct 2007
    
    
    1
    
    
    
    6,857Mortgage
    
    
    5,132
    
    
    
    5,258
    
    
    
    7.97
    %
    
    Fixed
    
    Oct 2007
    
    
    1
    
    
    
    7,618Mortgage
    
    
    4,347
    
    
    
    4,457
    
    
    
    7.10
    %
    
    Fixed
    
    Sept 2008
    
    
    1
    
    
    
    8,594Mortgage
    
    
    3,699
    
    
    
    3,787
    
    
    
    8.04
    %
    
    Fixed
    
    Nov 2007
    
    
    1
    
    
    
    6,504Mortgage
    
    
    5,153
    
    
    
    5,276
    
    
    
    8.04
    %
    
    Fixed
    
    Nov 2007
    
    
    1
    
    
    
    7,483Mortgage
    
    
    3,094
    
    
    
    3,160
    
    
    
    9.375
    %
    
    Fixed
    
    April 2007
    
    
    1
    
    
    
    6,185Mortgage
    
    
    3,310
    
    
    
    3,381
    
    
    
    9.375
    %
    
    Fixed
    
    April 2007
    
    
    1
    
    
    
    6,277Mortgage
    
    
    5,024
    
    
    
    5,145
    
    
    
    8.04
    %
    
    Fixed
    
    Nov 2007
    
    
    1
    
    
    
    6,318Mortgage
    
    
    3,862
    
    
    
    3,938
    
    
    
    9.375
    %
    
    Fixed
    
    April 2007
    
    
    1
    
    
    
    9,063Mortgage
    
    
    3,776
    
    
    
    3,854
    
    
    
    9.05
    %
    
    Fixed
    
    May 2007
    
    
    1
    
    
    
    6,307Mortgage
    
    
    5,851
    
    
    
    5,958
    
    
    
    5.83
    %
    
    Fixed
    
    July 2014
    
    
    1
    
    
    
    9,126Mortgage
    
    
    39,374
    
    
    
    40,508
    
    
    
    5.64
    %
    
    Fixed
    
    Nov 2014
    
    
    5
    
    
    
    72,155Mortgage
    
    
    5,589
    
    
    
    5,700
    
    
    
    5.39
    %
    
    Fixed
    
    Dec 2014
    
    
    1
    
    
    
    11,558Mortgage
    
    
    3,120
    
    
    
    
    
    
    
    9.02
    %
    
    Fixed
    
    June 2024
    
    
    1
    
    
    
    7,886Mortgage
    
    
    3,973
    
    
    
    
    
    
    
    7.18
    %
    
    Fixed
    
    April 2023
    
    
    1
    
    
    
    6,920Mortgage
    
    
    4,742
    
    
    
    
    
    
    
    7.10
    %
    
    Fixed
    
    Sept 2008
    
    
    1
    
    
    
    9,950Mortgage
    
    
    4,339
    
    
    
    
    
    
    
    7.97
    %
    
    Fixed
    
    Oct 2007
    
    
    1
    
    
    
    9,910Mortgage
    
    
    3,299
    
    
    
    
    
    
    
    7.97
    %
    
    Fixed
    
    Oct 2007
    
    
    1
    
    
    
    10,783Mortgage
    
    
    5,559
    
    
    
    
    
    
    
    7.07
    %
    
    Fixed
    
    Jan 2008
    
    
    1
    
    
    
    10,456Trust Preferred Securities
    
    
    50,000
    
    
    
    
    
    
    
    6.93
    %
    
    Fixed
    
    July 2035
    
    
    
    
    
    
    N/AMortgage
    
    
    73,500
    
    
    
    
    
    
    
    5.44
    %
    
    Fixed
    
    Dec 2015
    
    
    7
    
    
    
    82,488551,972
    
    
    
    434,781
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    120
    
    
    $
    945,826Unamortized Mortgage
Note Premium
    
    
    5,503
    
    
    
    4,402Total Long-term Debt
    
    $
    557,475
    
    
    $
    439,183Interest Expense, Net
    
    $
    36,064
    
    
    $
    29,231
  62




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EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Long-Term Debt, Continued
 
       63




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Long-Term Debt, Continued
     Year
    
    Amount2006
    
    $
    11,6992007
    
    
    55,3812008
    
    
    37,4812009
    
    
    144,6602010
    
    
    102,886Thereafter
    
    
    199,865Total debt
    
    $
    551,972
 Interest Rate Swap Contracts
   64




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Interest Rate Swap Contracts, Continued
  Comprehensive Income
  Income Taxes
   
    
    no more than 20% of the REITs assets may consist of securities of its TRS Lessees;
    
    the tax deductibility of interest paid or accrued by a TRS Lessee to its affiliated REIT is limited; and
    
    a 100% excise tax is imposed on non-arms length transactions between a TRS Lessee and its affiliated REIT or the REITs
tenants.
  65




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Income Taxes, Continued
  2005
    
    
    2004
    
    
    2003Deferred:Federal
    
    $
    348
    
    
    $
    3,807
    
    
    $
    6,458State
    
    
    30
    
    
    
    327
    
    
    
    554Valuation allowance
    
    
    (378
    )
    
    
    (4,134
    )
    
    
    (16,789
    )Deferred income tax benefit
(expense), net
    
    $
    
    
    
    $
    
    
    
    $
    (9,777
    )
   2005
    
    
    2004
    
    
    2003Statutory U.S. federal income tax rate
    
    
    35
    %
    
    
    35
    %
    
    
    35
    %State income tax rate (net of federal benefit)
    
    
    3
    
    
    
    3
    
    
    
    3Non-taxable REIT income
    
    
    (54
    )
    
    
    (140
    )
    
    
    (217
    )Valuation allowance
    
    
    16
    
    
    
    102
    
    
    
    429Effective income tax rate
    
    
    
    %
    
    
    
    %
    
    
    250
    %
 66




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Income Taxes, Continued
  2005
    
    
    2004
    
    
    2003GAAP net income (loss)
    
    $
    14,398
    
    
    $
    4,083
    
    
    $
    (13,689
    )Plus GAAP net loss on taxable subsidiaries
included above
    
    
    5,725
    
    
    
    10,599
    
    
    
    27,459GAAP net income from REIT operations
    
    
    20,123
    
    
    
    14,682
    
    
    
    13,770Book/tax differences on depreciation and
amortization
    
    
    17,096
    
    
    
    15,521
    
    
    
    10,535Book/tax differences on gains/losses from
capital transactions and hotel impairments,
net
    
    
    5,124
    
    
    
    (2,647
    )
    
    
    4,607Write-off of notes receivable
    
    
    
    
    
    
    
    
    
    
    (1,898
    )Other book/tax differences, net
    
    
    (452
    )
    
    
    455
    
    
    
    983Taxable income subject to distribution
requirement
    
    $
    41,891
    
    
    $
    28,011
    
    
    $
    27,997
  2005
    
    
    2004Net operating loss carryforwards  TRS
Lessees
    
    $
    21,301
    
    
    $
    20,923Less valuation allowance
    
    
    (21,301
    )
    
    
    (20,923
    )Deferred income tax asset, net
    
    $
    
    
    
    $
    
 Discontinued Operations
  67




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Discontinued Operations. Continued
    68




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Discontinued Operations, Continued
  2005
    
    
    2004
    
    
    2003Revenue:Room revenue
    
    $
    2,031
    
    
    $
    5,049
    
    
    $
    11,484Other hotel revenue
    
    
    52
    
    
    
    151
    
    
    
    402Operating costs:Direct hotel expenses
    
    
    1,375
    
    
    
    3,598
    
    
    
    8,077Other hotel expenses
    
    
    109
    
    
    
    228
    
    
    
    443Depreciation
    
    
    250
    
    
    
    835
    
    
    
    1,734Property taxes, rental expense
and insurance
    
    
    234
    
    
    
    351
    
    
    
    900Amortization of franchise fees
    
    
    10
    
    
    
    31
    
    
    
    37Interest expense
    
    
    152
    
    
    
    323
    
    
    
    1,010Deferred income tax benefit
    
    
    
    
    
    
    
    
    
    
    Income (loss) from operations of
discontinued operations
    
    
    (47
    )
    
    
    (166
    )
    
    
    (315
    )Gain (loss) on sale of hotel properties
    
    
    625
    
    
    
    47
    
    
    
    1,248Loss on impairment of hotels held for sale
    
    
    (1,350
    )
    
    
    (1,883
    )
    
    
    (4,605
    )Income (loss) from discontinued
operations
    
    $
    (772
    )
    
    $
    (2,002
    )
    
    $
    (3,672
    )
 Commitments and Contingencies
 
  69




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Commitments and Contingencies, Continued
      Related Party Transactions
  70




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Related Party Transactions, Continued
    Capital Stock
      Stock-Based
Compensation Plans
  71




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Stock-Based Compensation Plans, Continued
  Stock Options
  2005
    
    
    2004
    
    
    2003Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    Weighted# of Shares
    
    
    Average
    
    
    # of Shares
    
    
    Average
    
    
    # of Shares
    
    
    Averageof Underlying
    
    
    Exercise
    
    
    of Underlying
    
    
    Exercise
    
    
    of Underlying
    
    
    ExerciseOptions
    
    
    Price
    
    
    Options
    
    
    Price
    
    
    Options
    
    
    PriceOutstanding at beginning
of year
    
    
    36,000
    
    
    $
    10.61
    
    
    
    153,000
    
    
    $
    12.53
    
    
    
    153,000
    
    
    $
    12.53Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Expirations
    
    
    (2,000
    )
    
    $
    11.25
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    (4,000
    )
    
    $
    8.35
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    (113,000
    )
    
    $
    13.28
    
    
    
    
    
    
    
    Outstanding at end of year
    
    
    34,000
    
    
    $
    10.57
    
    
    
    36,000
    
    
    $
    10.61
    
    
    
    153,000
    
    
    $
    12.53Exercisable at end of year
    
    
    34,000
    
    
    $
    10.57
    
    
    
    36,000
    
    
    $
    10.61
    
    
    
    152,000
    
    
    $
    12.55
 Options Outstanding
    
    Options ExercisableWeighted
    
    Weighted
    
    
    
    
    
    Weighted
    
    WeightedAverage
    
    Average
    
    
    
    
    
    Average
    
    Average# Outstanding
    
    Remaining
    
    Exercise
    
    # Exercisable
    
    Remaining
    
    ExerciseRange of Exercise Prices
    
    at 12/31/05
    
    Life
    
    Price
    
    at 12/31/05
    
    Life
    
    Price$6.88  $13.69
    
    
    34,000
    
    
    
    3.00
    
    
    $
    10.57
    
    
    
    34,000
    
    
    
    3.00
    
    
    $
    10.57
   72




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Stock-Based Compensation Plans, Continued
   Restricted Stock
  2005
    
    
    2004
    
    
    2003Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageFair Market
    
    
    
    
    
    
    Fair Market
    
    
    
    
    
    
    Fair MarketValue at
    
    
    
    
    
    
    Value at
    
    
    
    
    
    
    Value at# of Shares
    
    
    Grant
    
    
    # of Shares
    
    
    Grant
    
    
    # of Shares
    
    
    GrantUnvested restricted shares
outstanding, at beginning
of year
    
    
    417,481
    
    
    $
    9.36
    
    
    
    52,706
    
    
    $
    7.56
    
    
    
    112,031
    
    
    $
    8.58Granted:With 5 year pro rata vesting
    
    
    31,250
    
    
    $
    11.64
    
    
    
    293,122
    
    
    $
    9.45
    
    
    
    
    
    
    
    With 4 year pro rata vesting
    
    
    57,600
    
    
    $
    10.92
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    With 3 year pro rata vesting
    
    
    
    
    
    
    
    
    
    
    112,111
    
    
    $
    9.45
    
    
    
    
    
    
    
    Total granted
    
    
    88,850
    
    
    $
    11.17
    
    
    
    405,233
    
    
    $
    9.45
    
    
    
    
    
    
    
    Restricted shares vested
    
    
    (10,284
    )
    
    $
    7.01
    
    
    
    (34,658
    )
    
    $
    8.12
    
    
    
    (59,325
    )
    
    $
    9.49Restricted shares forfeited
    
    
    
    
    
    
    
    
    
    
    (5,800
    )
    
    $
    6.48
    
    
    
    
    
    
    
    Unvested restricted shares
outstanding, at end of year
    
    
    496,047
    
    
    $
    9.74
    
    
    
    417,481
    
    
    $
    9.36
    
    
    
    52,706
    
    
    $
    7.56
  73




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Supplemental Disclosure of Non-cash Operating, Investing and Financing Activities
  2005
         2004
     74




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 14.
    
    Supplemental Disclosure of Non-cash Operating, Investing and Financing Activities, Continued
   2003
     15.
    
    Recent Accounting Pronouncements
  75




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##### Table of Contents



EQUITY INNS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 16.
    
    Subsequent Events
   76




---



##### Table of Contents



ValuationAllowance
    
    
    Allowance forfor Doubtful
    
    
    Deferred IncomeAccounts (1)
    
    
    Tax AssetBalance at December 31, 2002
    
    $
    2,804
    
    
    $
    Charged to costs and expenses
    
    
    50
    
    
    
    16,789Deductions
    
    
    (2,654
    )
    
    
    Balance at December 31, 2003
    
    
    200
    
    
    
    16,789Charged to costs and expenses
    
    
    25
    
    
    
    4,134Deductions
    
    
    
    
    
    
    Balance at December 31, 2004
    
    
    225
    
    
    
    20,923Charged to costs and expenses
    
    
    
    
    
    
    378Deductions
    
    
    (50
    )
    
    
    Balance at December 31, 2005
    
    $
    175
    
    
    $
    21,301
 
 (1)
    
    Allowance for doubtful accounts includes combined allowances for both accounts receivable and
notes receivable. 77




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##### Table of Contents



ASSETS HELD FOR USE
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cost CapitalizedSubsequent
    
    Gross Amount at Which
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life UponInitial Cost
    
    to Acquisition
    
    Carried at Close of Period
    
    Accumulated
    
    Net Book
    
    
    
    
    
    
    
    
    
    WhichBuildings
    
    
    
    
    
    Buildings
    
    
    
    
    
    Buildings
    
    
    
    
    
    Depreciation
    
    Value
    
    
    
    
    
    
    
    
    
    Depreciationand
    
    
    
    
    
    and
    
    
    
    
    
    and
    
    
    
    
    
    Buildings and
    
    Buildings and
    
    Date of
    
    Date of
    
    In StatementDescription of Property
    
    Footnote
    
    Land
    
    Improvements
    
    Land
    
    Improvements
    
    Land
    
    Improvements
    
    Total
    
    Improvements
    
    Improvements
    
    Construction
    
    Acquisition
    
    Is ComputedHampton Inn- Albany, New York
    
    
    4
    
    
    $
    953
    
    
    $
    10,699
    
    
    
    
    
    
    $
    4,192
    
    
    $
    953
    
    
    $
    14,891
    
    
    $
    15,844
    
    
    $
    4,750
    
    
    $
    11,094
    
    
    
    1986
    
    
    
    3/2/94
    
    
    5-40 yrs.Hampton Inn-Cleveland, Ohio
    
    
    1
    
    
    
    820
    
    
    
    4,645
    
    
    
    
    
    
    
    1,421
    
    
    
    820
    
    
    
    6,066
    
    
    
    6,886
    
    
    
    2,563
    
    
    
    4,323
    
    
    
    1987
    
    
    
    3/2/94
    
    
    5-40 yrs.Hampton Inn-College Station, Texas
    
    
    1
    
    
    
    656
    
    
    
    5,326
    
    
    
    
    
    
    
    1,919
    
    
    
    656
    
    
    
    7,245
    
    
    
    7,901
    
    
    
    2,847
    
    
    
    5,054
    
    
    
    1986
    
    
    
    3/2/94
    
    
    5-40 yrs.Hampton Inn-Columbus, Georgia
    
    
    1
    
    
    
    603
    
    
    
    3,378
    
    
    
    
    
    
    
    2,039
    
    
    
    603
    
    
    
    5,417
    
    
    
    6,020
    
    
    
    2,321
    
    
    
    3,699
    
    
    
    1986
    
    
    
    3/2/94
    
    
    5-40 yrs.Hampton Inn-Ann Arbor, Michigan
    
    
    1
    
    
    
    565
    
    
    
    5,005
    
    
    
    
    
    
    
    1,577
    
    
    
    565
    
    
    
    6,582
    
    
    
    7,147
    
    
    
    2,582
    
    
    
    4,565
    
    
    
    1986
    
    
    
    4/21/94
    
    
    5-31 yrs.Hampton Inn-Gurnee, Illinois
    
    
    1
    
    
    
    630
    
    
    
    3,674
    
    
    
    
    
    
    
    2,787
    
    
    
    630
    
    
    
    6,461
    
    
    
    7,091
    
    
    
    2,604
    
    
    
    4,487
    
    
    
    1988
    
    
    
    6/7/94
    
    
    5-31 yrs.Residence Inn-Eagan, Minnesota
    
    
    3
    
    
    
    540
    
    
    
    8,782
    
    
    
    
    
    
    
    3,359
    
    
    
    540
    
    
    
    12,141
    
    
    
    12,681
    
    
    
    3,831
    
    
    
    8,850
    
    
    
    1988
    
    
    
    9/12/94
    
    
    5-31 yrs.Residence Inn-Tinton Falls, New Jersey
    
    
    3
    
    
    
    
    
    
    
    8,130
    
    
    
    
    
    
    
    2,854
    
    
    
    
    
    
    
    10,984
    
    
    
    10,984
    
    
    
    4,101
    
    
    
    6,883
    
    
    
    1988
    
    
    
    9/12/94
    
    
    5-31 yrs.Hampton Inn-Milford, Connecticut
    
    
    1
    
    
    
    759
    
    
    
    6,156
    
    
    
    
    
    
    
    2,600
    
    
    
    759
    
    
    
    8,756
    
    
    
    9,515
    
    
    
    3,275
    
    
    
    6,240
    
    
    
    1986
    
    
    
    9/20/94
    
    
    5-31 yrs.Hampton Inn-Meriden, Connecticut
    
    
    1
    
    
    
    648
    
    
    
    3,661
    
    
    
    
    
    
    
    2,874
    
    
    
    648
    
    
    
    6,535
    
    
    
    7,183
    
    
    
    2,548
    
    
    
    4,635
    
    
    
    1988
    
    
    
    9/20/94
    
    
    5-31 yrs.Hampton Inn-Beckley, West Virginia
    
    
    4
    
    
    
    1,876
    
    
    
    5,959
    
    
    
    
    
    
    
    1,225
    
    
    
    1,876
    
    
    
    7,184
    
    
    
    9,060
    
    
    
    2,775
    
    
    
    6,285
    
    
    
    1992
    
    
    
    11/28/94
    
    
    5-31 yrs.Holiday Inn-Bluefield, West Virginia
    
    
    2
    
    
    
    1,661
    
    
    
    6,483
    
    
    
    
    
    
    
    2,863
    
    
    
    1,661
    
    
    
    9,346
    
    
    
    11,007
    
    
    
    3,597
    
    
    
    7,410
    
    
    
    1980
    
    
    
    11/282/94
    
    
    5-31 yrs.Hampton Inn-Gastonia, North Carolina
    
    
    1
    
    
    
    1,651
    
    
    
    5,099
    
    
    
    
    
    
    
    1,262
    
    
    
    1,651
    
    
    
    6,361
    
    
    
    8,012
    
    
    
    2,697
    
    
    
    5,315
    
    
    
    1989
    
    
    
    11/28/94
    
    
    5-31 yrs.Hampton Inn-Morgantown, West Virginia
    
    
    3
    
    
    
    1,573
    
    
    
    4,635
    
    
    $
    4
    
    
    
    1,425
    
    
    
    1,577
    
    
    
    6,060
    
    
    
    7,637
    
    
    
    2,440
    
    
    
    5,197
    
    
    
    1991
    
    
    
    11/28/94
    
    
    5-31 yrs.Holiday Inn-Oak Hill, West Virginia
    
    
    2
    
    
    
    269
    
    
    
    3,812
    
    
    
    
    
    
    
    3,408
    
    
    
    269
    
    
    
    7,220
    
    
    
    7,489
    
    
    
    2,657
    
    
    
    4,832
    
    
    
    1983
    
    
    
    11/28/94
    
    
    5-31 yrs.Hampton Inn-Naperville, Illinois
    
    
    1
    
    
    
    678
    
    
    
    6,851
    
    
    
    
    
    
    
    2,123
    
    
    
    678
    
    
    
    8,974
    
    
    
    9,652
    
    
    
    3,360
    
    
    
    6,292
    
    
    
    1987
    
    
    
    12/6/94
    
    
    5-31 yrs.Hampton Inn-State College, Pennsylvania
    
    
    4
    
    
    
    718
    
    
    
    7,835
    
    
    
    
    
    
    
    1,596
    
    
    
    718
    
    
    
    9,431
    
    
    
    10,149
    
    
    
    3,307
    
    
    
    6,842
    
    
    
    1987
    
    
    
    1/3/95
    
    
    5-31 yrs.Comfort Inn-Rutland, Vermont
    
    
    4
    
    
    
    359
    
    
    
    4,037
    
    
    
    
    
    
    
    1,201
    
    
    
    359
    
    
    
    5,238
    
    
    
    5,597
    
    
    
    2,162
    
    
    
    3,435
    
    
    
    1985
    
    
    
    6/15/95
    
    
    5-31 yrs.Hampton Inn-Scranton, Pennsylvania
    
    
    4
    
    
    
    403
    
    
    
    7,737
    
    
    
    
    
    
    
    944
    
    
    
    403
    
    
    
    8,681
    
    
    
    9,084
    
    
    
    2,841
    
    
    
    6,243
    
    
    
    1994
    
    
    
    9/20/95
    
    
    5-31 yrs.Residence Inn-Omaha, Nebraska
    
    
    1
    
    
    
    953
    
    
    
    2,812
    
    
    
    6
    
    
    
    2,587
    
    
    
    959
    
    
    
    5,399
    
    
    
    6,358
    
    
    
    2,148
    
    
    
    4,210
    
    
    
    1985
    
    
    
    12/15/95
    
    
    5-31 yrs.Hampton Inn-Fayetteville, North Carolina
    
    
    1
    
    
    
    403
    
    
    
    5,191
    
    
    
    17
    
    
    
    2,234
    
    
    
    420
    
    
    
    7,425
    
    
    
    7,845
    
    
    
    2,642
    
    
    
    5,203
    
    
    
    1986
    
    
    
    9/22/95
    
    
    5-31 yrs.Hampton Inn-Indianapolis, Indiana
    
    
    1
    
    
    
    1,207
    
    
    
    6,639
    
    
    
    
    
    
    
    2,185
    
    
    
    1,207
    
    
    
    8,824
    
    
    
    10,031
    
    
    
    3,272
    
    
    
    6,759
    
    
    
    1987
    
    
    
    9/22/95
    
    
    5-31 yrs.Holiday Inn-Mt. Pleasant, South Carolina
    
    
    1
    
    
    
    888
    
    
    
    8,121
    
    
    
    
    
    
    
    4,415
    
    
    
    888
    
    
    
    12,536
    
    
    
    13,424
    
    
    
    4,801
    
    
    
    8,623
    
    
    
    1988
    
    
    
    9/22/95
    
    
    5-31 yrs.Comfort Inn-Jacksonville Beach, Florida
    
    
    1
    
    
    
    849
    
    
    
    7,678
    
    
    
    2
    
    
    
    3,503
    
    
    
    851
    
    
    
    11,181
    
    
    
    12,032
    
    
    
    4,307
    
    
    
    7,725
    
    
    
    1990
    
    
    
    11/21/95
    
    
    5-31 yrs.Hampton Inn-Austin, Texas
    
    
    1
    
    
    
    500
    
    
    
    7,034
    
    
    
    6
    
    
    
    2,433
    
    
    
    506
    
    
    
    9,467
    
    
    
    9,973
    
    
    
    3,101
    
    
    
    6,872
    
    
    
    1987
    
    
    
    12/27/95
    
    
    5-31 yrs.Hampton Inn-Knoxville, Tennessee
    
    
    1
    
    
    
    617
    
    
    
    4,103
    
    
    
    
    
    
    
    2,098
    
    
    
    617
    
    
    
    6,201
    
    
    
    6,818
    
    
    
    2,324
    
    
    
    4,494
    
    
    
    1988
    
    
    
    2/21/96
    
    
    5-31 yrs.Hampton Inn-Glen Burnie, Maryland
    
    
    4
    
    
    
    
    
    
    
    5,397
    
    
    
    
    
    
    
    1,804
    
    
    
    
    
    
    
    7,201
    
    
    
    7,201
    
    
    
    2,482
    
    
    
    4,719
    
    
    
    1989
    
    
    
    3/14/96
    
    
    5-31 yrs.Hampton Inn-Detroit, Michigan
    
    
    3
    
    
    
    1,207
    
    
    
    6,311
    
    
    
    
    
    
    
    1,548
    
    
    
    1,207
    
    
    
    7,859
    
    
    
    9,066
    
    
    
    3,016
    
    
    
    6,050
    
    
    
    1989
    
    
    
    5/31/96
    
    
    5-31 yrs.Homewood Suites-Hartford, Connecticut
    
    
    4
    
    
    
    2,866
    
    
    
    8,575
    
    
    
    
    
    
    
    1,882
    
    
    
    2,866
    
    
    
    10,457
    
    
    
    13,323
    
    
    
    3,975
    
    
    
    9,348
    
    
    
    1990
    
    
    
    5/31/96
    
    
    5-31 yrs.Holiday Inn-Winston-Salem, North Carolina
    
    
    1
    
    
    
    1,350
    
    
    
    3,763
    
    
    
    
    
    
    
    4,964
    
    
    
    1,350
    
    
    
    8,727
    
    
    
    10,077
    
    
    
    3,633
    
    
    
    6,444
    
    
    
    1969
    
    
    
    6/28/96
    
    
    5-31 yrs.Hampton Inn-Scottsdale, Arizona
    
    
    2
    
    
    
    2,227
    
    
    
    7,289
    
    
    
    
    
    
    
    959
    
    
    
    2,227
    
    
    
    8,248
    
    
    
    10,475
    
    
    
    3,028
    
    
    
    7,447
    
    
    
    1996
    
    
    
    7/16/96
    
    
    5-31 yrs.Hampton Inn-Chattanooga, Tennessee
    
    
    4
    
    
    
    1,475
    
    
    
    7,576
    
    
    
    
    
    
    
    2,650
    
    
    
    1,475
    
    
    
    10,226
    
    
    
    11,701
    
    
    
    3,442
    
    
    
    8,259
    
    
    
    1988
    
    
    
    7/22/96
    
    
    5-31 yrs.Homewood Suites-San Antonio, Texas
    
    
    3
    
    
    
    907
    
    
    
    7,690
    
    
    
    
    
    
    
    608
    
    
    
    907
    
    
    
    8,298
    
    
    
    9,205
    
    
    
    3,073
    
    
    
    6,132
    
    
    
    1996
    
    
    
    9/27/96
    
    
    5-31 yrs.Residence Inn-Burlington, Vermont
    
    
    2
    
    
    
    678
    
    
    
    7,019
    
    
    
    
    
    
    
    3,836
    
    
    
    678
    
    
    
    10,855
    
    
    
    11,533
    
    
    
    3,111
    
    
    
    8,422
    
    
    
    1988
    
    
    
    10/1/96
    
    
    5-31 yrs.Homewood Suites-Phoenix, Arizona
    
    
    3
    
    
    
    
    
    
    
    7,988
    
    
    
    
    
    
    
    2,300
    
    
    
    
    
    
    
    10,288
    
    
    
    10.288
    
    
    
    3,763
    
    
    
    6,525
    
    
    
    1996
    
    
    
    11/15/96
    
    
    5-31 yrs.Residence Inn-Colorado Springs, Colorado
    
    
    2
    
    
    
    1,350
    
    
    
    8,378
    
    
    
    
    
    
    
    1,998
    
    
    
    1,350
    
    
    
    10,376
    
    
    
    11,726
    
    
    
    3,650
    
    
    
    8,076
    
    
    
    1984
    
    
    
    1/10/97
    
    
    5-31 yrs.Residence Inn-Oklahoma City, Oklahoma
    
    
    4
    
    
    
    1,450
    
    
    
    9,771
    
    
    
    
    
    
    
    2,700
    
    
    
    1,450
    
    
    
    12,471
    
    
    
    13,921
    
    
    
    4,136
    
    
    
    9,785
    
    
    
    1982
    
    
    
    1/10/97
    
    
    5-31 yrs.Residence Inn-Tucson, Arizona
    
    
    3
    
    
    
    832
    
    
    
    7,783
    
    
    
    
    
    
    
    1,855
    
    
    
    832
    
    
    
    9,638
    
    
    
    10,470
    
    
    
    3,547
    
    
    
    6,923
    
    
    
    1985
    
    
    
    1/10/97
    
    
    5-31 yrs.Hampton Inn-Norfolk, Virginia
    
    
    4
    
    
    
    
    
    
    
    5,612
    
    
    
    
    
    
    
    1,790
    
    
    
    
    
    
    
    7,402
    
    
    
    7,402
    
    
    
    2,621
    
    
    
    4,781
    
    
    
    1990
    
    
    
    3/5/97
    
    
    5-31 yrs.Hampton Inn-Pickwick, Tennessee
    
    
    2
    
    
    
    370
    
    
    
    1,747
    
    
    
    
    
    
    
    685
    
    
    
    370
    
    
    
    2,432
    
    
    
    2,802
    
    
    
    876
    
    
    
    1,926
    
    
    
    1994
    
    
    
    3/11/97
    
    
    5-31 yrs.Hampton Inn-Overland Park, Kansas
    
    
    3
    
    
    
    906
    
    
    
    6,261
    
    
    
    
    
    
    
    2,045
    
    
    
    906
    
    
    
    8,306
    
    
    
    9,212
    
    
    
    2,937
    
    
    
    6,275
    
    
    
    1991
    
    
    
    4/23/97
    
    
    5-31 yrs.Hampton Inn-Addison, Texas
    
    
    2
    
    
    
    2,981
    
    
    
    7,146
    
    
    
    
    
    
    
    2,120
    
    
    
    2,981
    
    
    
    9,266
    
    
    
    12,247
    
    
    
    3,256
    
    
    
    8,991
    
    
    
    1985
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-Atlanta-Northlake, Georgia
    
    
    2
    
    
    
    
    
    
    
    7,505
    
    
    
    
    
    
    
    1,498
    
    
    
    
    
    
    
    9,003
    
    
    
    9,003
    
    
    
    3,103
    
    
    
    5,900
    
    
    
    1988
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-Birmingham (Mountain Brook),
Alabama
    
    
    4
    
    
    
    
    
    
    
    8,675
    
    
    
    
    
    
    
    1,918
    
    
    
    
    
    
    
    10,593
    
    
    
    10,593
    
    
    
    3,203
    
    
    
    7,390
    
    
    
    1987
    
    
    
    8/1/97
    
    
    5-31 yrs.Hampton Inn-Chapel Hill, North Carolina
    
    
    2
    
    
    
    1,834
    
    
    
    7,229
    
    
    
    
    
    
    
    1,625
    
    
    
    1,834
    
    
    
    8,854
    
    
    
    10,688
    
    
    
    2,773
    
    
    
    7,915
    
    
    
    1986
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-Charleston, South Carolina
    
    
    4
    
    
    
    712
    
    
    
    5,735
    
    
    
    
    
    
    
    1,757
    
    
    
    712
    
    
    
    7,492
    
    
    
    8,204
    
    
    
    2,499
    
    
    
    5,705
    
    
    
    1985
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-Colorado Springs, Colorado
    
    
    2
    
    
    
    803
    
    
    
    4,336
    
    
    
    
    
    
    
    1,422
    
    
    
    803
    
    
    
    5,758
    
    
    
    6,561
    
    
    
    2,188
    
    
    
    4,373
    
    
    
    1985
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-Columbia, South Carolina
    
    
    2
    
    
    
    650
    
    
    
    7,200
    
    
    
    
    
    
    
    1,498
    
    
    
    650
    
    
    
    8,698
    
    
    
    9,348
    
    
    
    2,414
    
    
    
    6,934
    
    
    
    1985
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-Aurora, Colorado
    
    
    4
    
    
    
    784
    
    
    
    3,703
    
    
    
    
    
    
    
    1,787
    
    
    
    784
    
    
    
    5,490
    
    
    
    6,274
    
    
    
    1,990
    
    
    
    4,284
    
    
    
    1985
    
    
    
    6/24/97
    
    
    5-31 yrs.
 78




---



##### Table of Contents



Cost CapitalizedSubsequent
    
    
    Gross Amount at Which
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life UponInitial Cost
    
    
    to Acquisition
    
    
    Carried at Close of Period
    
    
    Accumulated
    
    
    Net Book
    
    
    
    
    
    
    
    
    
    
    WhichBuildings
    
    
    
    
    
    
    Buildings
    
    
    
    
    
    
    Buildings
    
    
    
    
    
    
    Depreciation
    
    
    Value
    
    
    
    
    
    
    
    
    
    
    Depreciationand
    
    
    
    
    
    
    and
    
    
    
    
    
    
    and
    
    
    
    
    
    
    Buildings and
    
    
    Buildings and
    
    
    Date of
    
    
    Date of
    
    
    In StatementDescription of Property
    
    Footnote
    
    
    Land
    
    
    Improvements
    
    
    Land
    
    
    Improvements
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Improvements
    
    
    Improvements
    
    
    Construction
    
    
    Acquisition
    
    
    Is ComputedHampton Inn-Detroit (Madison Heights),
Michigan
    
    
    4
    
    
    
    881
    
    
    
    4,755
    
    
    
    
    
    
    
    1,283
    
    
    
    881
    
    
    
    6,038
    
    
    
    6,919
    
    
    
    2,133
    
    
    
    4,786
    
    
    
    1987
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-Dublin, Ohio
    
    
    4
    
    
    
    944
    
    
    
    4,095
    
    
    
    
    
    
    
    1,494
    
    
    
    944
    
    
    
    5,589
    
    
    
    6,533
    
    
    
    1,900
    
    
    
    4,633
    
    
    
    1988
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-Kansas City, Kansas
    
    
    3
    
    
    
    585
    
    
    
    4,719
    
    
    
    
    
    
    
    1,512
    
    
    
    585
    
    
    
    6,231
    
    
    
    6,816
    
    
    
    1,990
    
    
    
    4,826
    
    
    
    1987
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-Little Rock, Arkansas
    
    
    2
    
    
    
    898
    
    
    
    6,078
    
    
    
    
    
    
    
    1,485
    
    
    
    898
    
    
    
    7,563
    
    
    
    8,461
    
    
    
    2,695
    
    
    
    5,766
    
    
    
    1985
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-Memphis (Poplar), Tennessee
    
    
    3
    
    
    
    1,955
    
    
    
    7,286
    
    
    
    
    
    
    
    1,529
    
    
    
    1,955
    
    
    
    8,815
    
    
    
    10,770
    
    
    
    3,105
    
    
    
    7,665
    
    
    
    1985
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-Nashville (Briley), Tennessee
    
    
    6
    
    
    
    
    
    
    
    7,119
    
    
    
    
    
    
    
    2,115
    
    
    
    
    
    
    
    9,234
    
    
    
    9,234
    
    
    
    2,978
    
    
    
    6,256
    
    
    
    1987
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-Richardson, Texas
    
    
    3
    
    
    
    1,750
    
    
    
    5,861
    
    
    
    
    
    
    
    1,729
    
    
    
    1,750
    
    
    
    7,590
    
    
    
    9,340
    
    
    
    2,657
    
    
    
    6,683
    
    
    
    1987
    
    
    
    6/24/97
    
    
    5-31 yrs.Hampton Inn-St. Louis, Missouri
    
    
    4
    
    
    
    665
    
    
    
    4,161
    
    
    
    
    
    
    
    2,083
    
    
    
    665
    
    
    
    6,244
    
    
    
    6,909
    
    
    
    2,082
    
    
    
    4,827
    
    
    
    1987
    
    
    
    6/24/97
    
    
    5-31 yrs.Homewood Suites-Germantown, Tennessee
    
    
    5
    
    
    
    1,011
    
    
    
    6,771
    
    
    
    
    
    
    
    896
    
    
    
    1,011
    
    
    
    7,667
    
    
    
    8,678
    
    
    
    2,765
    
    
    
    5,913
    
    
    
    1986
    
    
    
    6/26/97
    
    
    5-31 yrs.Homewood Suites-Augusta, Georgia
    
    
    2
    
    
    
    330
    
    
    
    4,680
    
    
    
    
    
    
    
    824
    
    
    
    330
    
    
    
    5,504
    
    
    
    5,834
    
    
    
    1,758
    
    
    
    4,076
    
    
    
    1997
    
    
    
    7/10/97
    
    
    5-31 yrs.Residence Inn-Princeton, New Jersey
    
    
    3
    
    
    
    1,920
    
    
    
    17,375
    
    
    
    
    
    
    
    4,684
    
    
    
    1,920
    
    
    
    22,059
    
    
    
    23,979
    
    
    
    6,609
    
    
    
    17,370
    
    
    
    1988
    
    
    
    9/18/97
    
    
    5-31 yrs.AmeriSuites-Cincinnati (Blue Ash), Ohio
    
    
    2
    
    
    
    900
    
    
    
    6,707
    
    
    
    
    
    
    
    814
    
    
    
    900
    
    
    
    7,521
    
    
    
    8,421
    
    
    
    2,469
    
    
    
    5,952
    
    
    
    1990
    
    
    
    12/10/97
    
    
    5-31 yrs.AmeriSuites-Cincinnati (Forest Park), Ohio
    
    
    5
    
    
    
    800
    
    
    
    6,185
    
    
    
    
    
    
    
    800
    
    
    
    800
    
    
    
    6,985
    
    
    
    7,785
    
    
    
    2,509
    
    
    
    5,276
    
    
    
    1992
    
    
    
    12/10/97
    
    
    5-31 yrs.AmeriSuites-Columbus, Ohio
    
    
    3
    
    
    
    903
    
    
    
    7,630
    
    
    
    
    
    
    
    918
    
    
    
    903
    
    
    
    8,548
    
    
    
    9,451
    
    
    
    3,004
    
    
    
    6,447
    
    
    
    1994
    
    
    
    12/10/97
    
    
    5-31 yrs.AmeriSuites-Flagstaff, Arizona
    
    
    5
    
    
    
    600
    
    
    
    4,569
    
    
    
    
    
    
    
    800
    
    
    
    600
    
    
    
    5,369
    
    
    
    5,969
    
    
    
    2,052
    
    
    
    3,917
    
    
    
    1993
    
    
    
    12/10/97
    
    
    5-31 yrs.AmeriSuites-Indianapolis, Indiana
    
    
    3
    
    
    
    700
    
    
    
    5,575
    
    
    
    468
    
    
    
    1,680
    
    
    
    1,168
    
    
    
    7,255
    
    
    
    8,423
    
    
    
    2,463
    
    
    
    5,960
    
    
    
    1992
    
    
    
    12/10/97
    
    
    5-31 yrs.AmeriSuites-Miami, Florida
    
    
    2
    
    
    
    1,500
    
    
    
    10,287
    
    
    
    
    
    
    
    885
    
    
    
    1,500
    
    
    
    11,172
    
    
    
    12,672
    
    
    
    3,482
    
    
    
    9,190
    
    
    
    1996
    
    
    
    12/10/97
    
    
    5-31 yrs.AmeriSuites-Overland Park, Kansas
    
    
    3
    
    
    
    1,300
    
    
    
    7,930
    
    
    
    
    
    
    
    754
    
    
    
    1,300
    
    
    
    8,684
    
    
    
    9,984
    
    
    
    2,984
    
    
    
    7,000
    
    
    
    1994
    
    
    
    12/10/97
    
    
    5-31 yrs.AmeriSuites-Richmond, Virginia
    
    
    3
    
    
    
    1,772
    
    
    
    10,561
    
    
    
    
    
    
    
    828
    
    
    
    1,772
    
    
    
    11,389
    
    
    
    13,161
    
    
    
    3,591
    
    
    
    9,570
    
    
    
    1992
    
    
    
    12/3/97
    
    
    5-31 yrs.AmeriSuites-Tampa, Florida
    
    
    5
    
    
    
    1,400
    
    
    
    10,309
    
    
    
    
    
    
    
    1,035
    
    
    
    1,400
    
    
    
    11,344
    
    
    
    12,744
    
    
    
    3,345
    
    
    
    9,399
    
    
    
    1994
    
    
    
    12/3/97
    
    
    5-31 yrs.Hampton Inn-San Antonio, Texas
    
    
    6
    
    
    
    3,749
    
    
    
    8,856
    
    
    
    
    
    
    
    1,830
    
    
    
    3,749
    
    
    
    10,686
    
    
    
    14,435
    
    
    
    2,877
    
    
    
    11,558
    
    
    
    1995
    
    
    
    4/14/98
    
    
    5-31 yrs.Homewood Suites-Sharonville, Ohio
    
    
    3
    
    
    
    863
    
    
    
    6,940
    
    
    
    
    
    
    
    1,775
    
    
    
    863
    
    
    
    8,715
    
    
    
    9,578
    
    
    
    2,952
    
    
    
    6,626
    
    
    
    1990
    
    
    
    4/15/98
    
    
    5-31 yrs.Residence Inn-Boise, Idaho
    
    
    6
    
    
    
    950
    
    
    
    6,108
    
    
    
    
    
    
    
    2,911
    
    
    
    950
    
    
    
    9,019
    
    
    
    9,969
    
    
    
    2,680
    
    
    
    7,289
    
    
    
    1986
    
    
    
    4/28/98
    
    
    5-31 yrs.Residence Inn-Portland, Oregon
    
    
    3
    
    
    
    2,400
    
    
    
    21,235
    
    
    
    
    
    
    
    3,851
    
    
    
    2,400
    
    
    
    25,086
    
    
    
    27,486
    
    
    
    6,727
    
    
    
    20,759
    
    
    
    1990
    
    
    
    4/28/98
    
    
    5-31 yrs.Undeveloped Real Estate-Bartlett, Tennessee
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    125
    
    
    
    
    
    
    
    5/1/98Residence Inn-Somers Point, New Jersey
    
    
    5
    
    
    
    1,094
    
    
    
    7,101
    
    
    
    
    
    
    
    2,511
    
    
    
    1,094
    
    
    
    9,612
    
    
    
    10,706
    
    
    
    2,582
    
    
    
    8,124
    
    
    
    1998
    
    
    
    5/8/98
    
    
    5-31 yrs.AmeriSuites-Albuquerque, New Mexico
    
    
    5
    
    
    
    1,776
    
    
    
    7,789
    
    
    
    
    
    
    
    431
    
    
    
    1,776
    
    
    
    8,220
    
    
    
    9,996
    
    
    
    2,732
    
    
    
    7,264
    
    
    
    1997
    
    
    
    6/26/98
    
    
    5-31 yrs.AmeriSuites-Baltimore, Maryland
    
    
    5
    
    
    
    659
    
    
    
    9,412
    
    
    
    
    
    
    
    541
    
    
    
    659
    
    
    
    9,953
    
    
    
    10,612
    
    
    
    2,867
    
    
    
    7,745
    
    
    
    1996
    
    
    
    6/26/98
    
    
    5-31 yrs.AmeriSuites-Baton Rouge, Louisiana
    
    
    2
    
    
    
    649
    
    
    
    10,242
    
    
    
    
    
    
    
    239
    
    
    
    649
    
    
    
    10,481
    
    
    
    11,130
    
    
    
    3,429
    
    
    
    7,701
    
    
    
    1997
    
    
    
    6/26/98
    
    
    5-31 yrs.AmeriSuites-Birmingham, Alabama
    
    
    5
    
    
    
    1,066
    
    
    
    6,629
    
    
    
    
    
    
    
    214
    
    
    
    1,066
    
    
    
    6,843
    
    
    
    7,909
    
    
    
    2,247
    
    
    
    5,662
    
    
    
    1997
    
    
    
    6/26/98
    
    
    5-31 yrs,AmeriSuites-Las Vegas, Nevada
    
    
    2
    
    
    
    4,126
    
    
    
    15,021
    
    
    
    
    
    
    
    602
    
    
    
    4,126
    
    
    
    15,623
    
    
    
    19,749
    
    
    
    5,339
    
    
    
    14,410
    
    
    
    1998
    
    
    
    6/26/98
    
    
    5-31 yrs.AmeriSuites-Memphis (Wolfchase), Tennessee
    
    
    3
    
    
    
    1,108
    
    
    
    7,333
    
    
    
    
    
    
    
    221
    
    
    
    1,108
    
    
    
    7,554
    
    
    
    8,662
    
    
    
    2,521
    
    
    
    6,141
    
    
    
    1996
    
    
    
    6/26/98
    
    
    5-31 yrs.AmeriSuites-Miami (Kendall), Florida
    
    
    2
    
    
    
    2,426
    
    
    
    8,196
    
    
    
    
    
    
    
    373
    
    
    
    2,426
    
    
    
    8,569
    
    
    
    10,995
    
    
    
    2,600
    
    
    
    8,395
    
    
    
    1996
    
    
    
    6/26/98
    
    
    5-31 yrs.AmeriSuites-Minneapolis, Minnesota
    
    
    2
    
    
    
    1,312
    
    
    
    8,294
    
    
    
    
    
    
    
    394
    
    
    
    1,312
    
    
    
    8,688
    
    
    
    10,000
    
    
    
    2,790
    
    
    
    7,210
    
    
    
    1997
    
    
    
    6/26/98
    
    
    5-31 yrs.AmeriSuites-Nashville, Tennessee
    
    
    2
    
    
    
    1,622
    
    
    
    9,650
    
    
    
    
    
    
    
    367
    
    
    
    1,622
    
    
    
    10,017
    
    
    
    11,639
    
    
    
    3,303
    
    
    
    8,336
    
    
    
    1997
    
    
    
    6/26/98
    
    
    5-31 yrs.Homewood Suites-Seattle, Washington
    
    
    2
    
    
    
    2,640
    
    
    
    19,529
    
    
    
    
    
    
    
    1,103
    
    
    
    2,640
    
    
    
    20,632
    
    
    
    23,272
    
    
    
    5,984
    
    
    
    17,288
    
    
    
    1998
    
    
    
    8/7/98
    
    
    5-31 yrs.Homewood Suites-Chicago, Illinois
    
    
    2
    
    
    
    
    
    
    
    29,052
    
    
    
    
    
    
    
    7,704
    
    
    
    
    
    
    
    36,756
    
    
    
    36,756
    
    
    
    10,672
    
    
    
    26,084
    
    
    
    1999
    
    
    
    5/18/99
    
    
    5-31 yrs.Homewood Suites-Orlando, Florida
    
    
    6
    
    
    
    4,250
    
    
    
    17,015
    
    
    
    
    
    
    
    4,213
    
    
    
    4,250
    
    
    
    21,228
    
    
    
    25,478
    
    
    
    6,722
    
    
    
    18,756
    
    
    
    1999
    
    
    
    6/25/99
    
    
    5-31 yrs.Courtyard by Marriott-Houston, Texas
    
    
    6
    
    
    
    2,175
    
    
    
    14,128
    
    
    
    
    
    
    
    64
    
    
    
    2,175
    
    
    
    14,192
    
    
    
    16,367
    
    
    
    2,513
    
    
    
    13,854
    
    
    
    2002
    
    
    
    12/6/02
    
    
    5-31 yrs.Courtyard by Marriott-Tallahassee, Florida
    
    
    6
    
    
    
    1,464
    
    
    
    8,409
    
    
    
    
    
    
    
    32
    
    
    
    1,464
    
    
    
    8,441
    
    
    
    9,905
    
    
    
    780
    
    
    
    9,125
    
    
    
    2000
    
    
    
    1/26/04
    
    
    5-31 yrs.Residence Inn-Tampa, Florida
    
    
    6
    
    
    
    770
    
    
    
    10,240
    
    
    
    
    
    
    
    70
    
    
    
    770
    
    
    
    10,310
    
    
    
    11,080
    
    
    
    945
    
    
    
    10,135
    
    
    
    1998
    
    
    
    3/25/04
    
    
    5-31 yrs.Courtyard by Marriott-Gainesville, Florida
    
    
    6
    
    
    
    631
    
    
    
    6,777
    
    
    
    1
    
    
    
    21
    
    
    
    632
    
    
    
    6,798
    
    
    
    7,430
    
    
    
    573
    
    
    
    6,857
    
    
    
    1996
    
    
    
    4/29/04
    
    
    5-31 yrs.Residence Inn-Tallahassee, Florida
    
    
    6
    
    
    
    938
    
    
    
    7,335
    
    
    
    
    
    
    
    23
    
    
    
    938
    
    
    
    7,358
    
    
    
    8,296
    
    
    
    677
    
    
    
    7,619
    
    
    
    1996
    
    
    
    4/29/04
    
    
    5-31 yrs.Residence Inn-Knoxville, Tennessee
    
    
    6
    
    
    
    654
    
    
    
    8,664
    
    
    
    1
    
    
    
    22
    
    
    
    655
    
    
    
    8,686
    
    
    
    9,341
    
    
    
    747
    
    
    
    8,594
    
    
    
    1997
    
    
    
    5/10/04
    
    
    5-31 yrs.Courtyard by Marriott-Asheville, North Carolina
    
    
    6
    
    
    
    760
    
    
    
    6,229
    
    
    
    
    
    
    
    24
    
    
    
    760
    
    
    
    6,253
    
    
    
    7,013
    
    
    
    509
    
    
    
    6,504
    
    
    
    1996
    
    
    
    5/28/04
    
    
    5-31 yrs.Residence Inn-Chattanooga, Tennessee
    
    
    6
    
    
    
    768
    
    
    
    7,327
    
    
    
    
    
    
    
    26
    
    
    
    768
    
    
    
    7,353
    
    
    
    8,121
    
    
    
    638
    
    
    
    7,483
    
    
    
    1996
    
    
    
    5/28/04
    
    
    5-31 yrs.Courtyard by Marriott-Athens, Georgia
    
    
    6
    
    
    
    921
    
    
    
    5,641
    
    
    
    
    
    
    
    128
    
    
    
    921
    
    
    
    5,769
    
    
    
    6,690
    
    
    
    504
    
    
    
    6,186
    
    
    
    1989
    
    
    
    6/16/04
    
    
    5-31 yrs.Residence Inn-Savannah, Georgia
    
    
    6
    
    
    
    861
    
    
    
    5,907
    
    
    
    
    
    
    
    17
    
    
    
    861
    
    
    
    5,924
    
    
    
    6,785
    
    
    
    508
    
    
    
    6,277
    
    
    
    1996
    
    
    
    6/29/04
    
    
    5-31 yrs.Hampton Inn-Boca Raton, Florida
    
    
    6
    
    
    
    1,030
    
    
    
    9,342
    
    
    
    
    
    
    
    278
    
    
    
    1,030
    
    
    
    9,620
    
    
    
    10,650
    
    
    
    547
    
    
    
    10,103
    
    
    
    1996
    
    
    
    10/22/04
    
    
    5-31 yrs.Hampton Inn & Suites-Boynton Beach,
Florida
    
    
    6
    
    
    
    1,450
    
    
    
    18,513
    
    
    
    
    
    
    
    571
    
    
    
    1,450
    
    
    
    19,084
    
    
    
    20,534
    
    
    
    1,005
    
    
    
    19,529
    
    
    
    1997
    
    
    
    10/22/04
    
    
    5-31 yrs.Hampton Inn-Deerfield Beach, Florida
    
    
    6
    
    
    
    930
    
    
    
    12,040
    
    
    
    
    
    
    
    169
    
    
    
    930
    
    
    
    12,209
    
    
    
    13,139
    
    
    
    660
    
    
    
    12,479
    
    
    
    2002
    
    
    
    10/22/04
    
    
    5-31 yrs.Hampton Inn-Palm Beach Gardens, Florida
    
    
    6
    
    
    
    1,330
    
    
    
    13,691
    
    
    
    
    
    
    
    387
    
    
    
    1,330
    
    
    
    14,078
    
    
    
    15,408
    
    
    
    753
    
    
    
    14,655
    
    
    
    1999
    
    
    
    10/22/04
    
    
    5-31 yrs.Hampton Inn-West Palm Beach, Florida
    
    
    6
    
    
    
    990
    
    
    
    15,009
    
    
    
    
    
    
    
    166
    
    
    
    990
    
    
    
    15,175
    
    
    
    16,165
    
    
    
    776
    
    
    
    15,389
    
    
    
    2001
    
    
    
    10/22/04
    
    
    5-31 yrs.Courtyard by Marriott-Dalton, Georgia
    
    
    6
    
    
    
    850
    
    
    
    5,551
    
    
    
    
    
    
    
    52
    
    
    
    850
    
    
    
    5,603
    
    
    
    6,453
    
    
    
    385
    
    
    
    6,068
    
    
    
    1999
    
    
    
    11/1/04
    
    
    5-31 yrs.Hilton Garden Inn-Louisville, Kentucky
    
    
    6
    
    
    
    975
    
    
    
    7,085
    
    
    
    
    
    
    
    519
    
    
    
    975
    
    
    
    7,604
    
    
    
    8,579
    
    
    
    494
    
    
    
    8,085
    
    
    
    1999
    
    
    
    11/1/04
    
    
    5-31 yrs.Residence Inn-Macon, Georgia
    
    
    6
    
    
    
    640
    
    
    
    5,918
    
    
    
    
    
    
    
    143
    
    
    
    640
    
    
    
    6,061
    
    
    
    6,701
    
    
    
    383
    
    
    
    6,318
    
    
    
    1996
    
    
    
    12/06/04
    
    
    5-31 yrs.SpringHill Suites-Asheville, North Carolina
    
    
    6
    
    
    
    600
    
    
    
    6,737
    
    
    
    
    
    
    
    71
    
    
    
    600
    
    
    
    6,808
    
    
    
    7,408
    
    
    
    360
    
    
    
    7,048
    
    
    
    2002
    
    
    
    12/16/04
    
    
    5-31 yrs.
 79




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##### Table of Contents



Cost CapitalizedSubsequent
    
    
    Gross Amount at WhichInitial Cost
    
    
    to Acquisition
    
    
    Carried at Close of Period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life UponAccumulated
    
    
    Net Book
    
    
    
    
    
    
    
    
    
    
    WhichBuildings
    
    
    
    
    
    
    Buildings
    
    
    
    
    
    
    Buildings
    
    
    
    
    
    
    Depreciation
    
    
    Value
    
    
    
    
    
    
    
    
    
    
    Depreciationand
    
    
    
    
    
    
    and
    
    
    
    
    
    
    and
    
    
    
    
    
    
    Buildings and
    
    
    Buildings and
    
    
    Date of
    
    
    Date of
    
    
    In StatementDescription of Property
    
    
    Footnote
    
    Land
    
    
    Improvements
    
    
    Land
    
    
    Improvements
    
    
    Land
    
    
    Improvements
    
    
    Total
    
    
    Improvements
    
    
    Improvements
    
    
    Construction
    
    
    Acquisition
    
    
    Is ComputedCourtyard by Marriott-Knoxville, Tennessee
    
    
    6
    
    
    
    640
    
    
    
    8,724
    
    
    
    
    
    
    
    112
    
    
    
    640
    
    
    
    8,836
    
    
    
    9,476
    
    
    
    413
    
    
    
    9,063
    
    
    
    1996
    
    
    
    12/21/04
    
    
    5-31 yrs.Courtyard by Marriott-Mobile, Alabama
    
    
    6
    
    
    
    
    
    
    
    6,542
    
    
    
    
    
    
    
    108
    
    
    
    
    
    
    
    6,650
    
    
    
    6,650
    
    
    
    343
    
    
    
    6,307
    
    
    
    1995
    
    
    
    12/21/04
    
    
    5-31 yrs.Hilton Garden Inn-Ft. Myers, Florida
    
    
    6
    
    
    
    1,300
    
    
    
    13,618
    
    
    
    
    
    
    
    
    
    
    
    1,300
    
    
    
    13,618
    
    
    
    14,918
    
    
    
    521
    
    
    
    14,397
    
    
    
    2001
    
    
    
    3/1/05
    
    
    5-31 yrs.Residence Inn-Jacksonville, Florida
    
    
    6
    
    
    
    725
    
    
    
    5,774
    
    
    
    
    
    
    
    
    
    
    
    725
    
    
    
    5,774
    
    
    
    6,499
    
    
    
    267
    
    
    
    6,232
    
    
    
    2000
    
    
    
    3/9/05
    
    
    5-31 yrs.Courtyard by Marriott-Bowling Green,
Kentucky
    
    
    6
    
    
    
    1,000
    
    
    
    7,139
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    7,139
    
    
    
    8,139
    
    
    
    253
    
    
    
    7,886
    
    
    
    1997
    
    
    
    4/29/05
    
    
    5-31 yrs.Courtyard by Marriott-Jacksonville,
Florida
    
    
    6
    
    
    
    700
    
    
    
    6,447
    
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    6,447
    
    
    
    7,147
    
    
    
    227
    
    
    
    6,920
    
    
    
    1996
    
    
    
    5/2/05
    
    
    5-31 yrs.Hampton Inn-Orlando, Florida
    
    
    
    
    
    
    2,700
    
    
    
    9,139
    
    
    
    
    
    
    
    
    
    
    
    2,700
    
    
    
    9,139
    
    
    
    11,839
    
    
    
    307
    
    
    
    11,532
    
    
    
    1999
    
    
    
    6/1/05
    
    
    5-31 yrs.Residence Inn-Sarasota, Florida
    
    
    6
    
    
    
    1,360
    
    
    
    8,848
    
    
    
    
    
    
    
    
    
    
    
    1,360
    
    
    
    8,848
    
    
    
    10,208
    
    
    
    258
    
    
    
    9,950
    
    
    
    1997
    
    
    
    6/13/05
    
    
    5-31 yrs.Courtyard by Marriott-Sarasota, Florida
    
    
    6
    
    
    
    1,200
    
    
    
    8,920
    
    
    
    
    
    
    
    
    
    
    
    1,200
    
    
    
    8,920
    
    
    
    10,120
    
    
    
    210
    
    
    
    9,910
    
    
    
    1996
    
    
    
    6/16/05
    
    
    5-31 yrs.Residence Inn-Ft. Myers, Florida
    
    
    6
    
    
    
    1,000
    
    
    
    10,023
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    10,023
    
    
    
    11,023
    
    
    
    240
    
    
    
    10,783
    
    
    
    1996
    
    
    
    6/16/05
    
    
    5-31 yrs.Hampton Inn & Suites-Franklin, Tennessee
    
    
    6
    
    
    
    1,650
    
    
    
    9,040
    
    
    
    
    
    
    
    
    
    
    
    1,650
    
    
    
    9,040
    
    
    
    10,690
    
    
    
    234
    
    
    
    10,456
    
    
    
    1996
    
    
    
    7/1/05
    
    
    5-31 yrs.Hampton Inn-Champaign, Illinois
    
    
    2
    
    
    
    700
    
    
    
    10,700
    
    
    
    
    
    
    
    
    
    
    
    700
    
    
    
    10,700
    
    
    
    11,400
    
    
    
    166
    
    
    
    11,234
    
    
    
    1995
    
    
    
    9/2/05
    
    
    5-31 yrs.Hampton Inn-East Lansing, Michigan
    
    
    2
    
    
    
    1,000
    
    
    
    4,166
    
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    4,166
    
    
    
    5,166
    
    
    
    81
    
    
    
    5,085
    
    
    
    2000
    
    
    
    9/2/05
    
    
    5-31 yrs.Hampton Inn-Grand Rapids, Michigan
    
    
    2
    
    
    
    1,275
    
    
    
    4,296
    
    
    
    
    
    
    
    
    
    
    
    1,275
    
    
    
    4,296
    
    
    
    5,571
    
    
    
    85
    
    
    
    5,486
    
    
    
    1998
    
    
    
    9/2/05
    
    
    5-31 yrs.SpringHill Suites-Grad Rapids, Michigan
    
    
    2
    
    
    
    574
    
    
    
    5,076
    
    
    
    
    
    
    
    
    
    
    
    574
    
    
    
    5,076
    
    
    
    5,650
    
    
    
    98
    
    
    
    5,552
    
    
    
    2002
    
    
    
    9/2/05
    
    
    5-31 yrs.Hampton Inn-Peabody, Massachusetts
    
    
    
    
    
    
    1,800
    
    
    
    5,812
    
    
    
    
    
    
    
    
    
    
    
    1,800
    
    
    
    5,812
    
    
    
    7,612
    
    
    
    82
    
    
    
    7,530
    
    
    
    1999
    
    
    
    9/30/05
    
    
    5-31 yrs.Homewood Suites-Peabody, Massachusetts
    
    
    
    
    
    
    1,300
    
    
    
    5,247
    
    
    
    
    
    
    
    
    
    
    
    1,300
    
    
    
    5,247
    
    
    
    6,547
    
    
    
    66
    
    
    
    6,481
    
    
    
    1999
    
    
    
    9/30/05
    
    
    5-31 yrs.Courtyard by Marriott-Carlsbad, California
    
    
    6
    
    
    
    3,000
    
    
    
    19,039
    
    
    
    
    
    
    
    
    
    
    
    3,000
    
    
    
    19,039
    
    
    
    22,039
    
    
    
    137
    
    
    
    21,902
    
    
    
    2000
    
    
    
    11/1/05
    
    
    5-31 yrs.Construction in Progress
    
    
    
    
    
    
    2,301
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,301
    
    
    
    
    
    
    
    2,301
    
    
    
    
    
    
    
    2,301Corporate OfficeMemphis, TN
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    586
    
    
    
    
    
    
    
    586
    
    
    
    586
    
    
    
    424
    
    
    
    162
    
    
    
    1999
    
    
    
    
    
    
    7 Yrs138,752
    
    
    
    970,319
    
    
    
    505
    
    
    
    167,390
    
    
    
    139,257
    
    
    
    1,137,709
    
    
    
    1,276,966
    
    
    
    292,333
    
    
    
    984,633Impairment LossesHampton Inn-Little Rock, Arkansas
    
    
    
    
    
    
    
    
    
    
    (2,150
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,150
    )
    
    
    (2,150
    )
    
    
    
    
    
    
    (2,150
    )Hampton Inn-Chapel Hill, North Carolina
    
    
    
    
    
    
    
    
    
    
    (2,700
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,700
    )
    
    
    (2,700
    )
    
    
    
    
    
    
    (2,700
    )Hampton Inn-Atlanta (Northlake), Georgia
    
    
    
    
    
    
    
    
    
    
    (975
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (975
    )
    
    
    (975
    )
    
    
    
    
    
    
    (975
    )Sandy, Utah
    
    
    
    
    
    
    
    
    
    
    (575
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (575
    )
    
    
    (575
    )
    
    
    
    
    
    
    (575
    )$
    138,752
    
    
    $
    963,919
    
    
    $
    505
    
    
    $
    167,390
    
    
    $
    139,257
    
    
    $
    1,131,309
    
    
    $
    1,270,566
    
    
    $
    292,333
    
    
    $
    978,233
 80




---



##### Table of Contents



1.
    
    Collateral for the CMBS Mortgage Bonds with a current balance of $49,1002.
    
    Collateral for the $125,000 Line of Credit with a current balance of $54,0003.
    
    Collateral for the GMAC mortgages due July 2009 with a current balance of $87,4554.
    
    Collateral for the GECC mortgages due November 2010 with a current balance of $64,6445.
    
    Collateral for the GMAC mortgages due November 2010 with a current balance of $33,5126.
    
    Collateral for various mortgage notes due from September 2005 to November 2016 with combined
balances of approximately $265,000
 2005
    
    
    2004
    
    
    2003Cost of land, buildings and improvements:Balance at beginning of year
    
    $
    1,118,941
    
    
    $
    930,984
    
    
    $
    946,422Acquisitions and improvements
    
    
    185,783
    
    
    
    220,112
    
    
    
    13,342Disposals
    
    
    (27,758
    )
    
    
    (30,272
    )
    
    
    (24,407
    )Impairments
    
    
    (6,400
    )
    
    
    (1,883
    )
    
    
    (4,373
    )Balance at end of year
    
    $
    1,270,566
    
    
    $
    1,118,941
    
    
    $
    930,984Accumulated depreciation on
buildings and improvements:Balance at beginning of year
    
    $
    262,337
    
    
    $
    239,335
    
    
    $
    206,276Depreciation for the period
    
    
    48,413
    
    
    
    41,171
    
    
    
    39,371Disposals
    
    
    (18,417
    )
    
    
    (20,040
    )
    
    
    (6,312
    )Impairments
    
    
    
    
    
    
    1,871
    
    
    
    Balance at end of year
    
    $
    292,333
    
    
    $
    262,337
    
    
    $
    239,335
 81




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##### Table of Contents



CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
  
 CONTROLS AND PROCEDURES
 Disclosure Controls and Procedures
   Internal Control Over Financial Reporting
  Changes in Internal Control Over Financial Reporting
  82




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##### Table of Contents



OTHER INFORMATION
  
 PART III
 
 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
    
 EXECUTIVE COMPENSATION
  
 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  83




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##### Table of Contents



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  
 PRINCIPAL ACCOUNTING FEES AND SERVICES
  
 PART IV
 
 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
  Financial Statements
  Equity Inns, Inc.
    
    
    
    PageManagements Report on Internal Control over Financial Reporting
    
    40Report of Independent Registered Public Accounting Firm
    
    41Consolidated Balance Sheets at December 31, 2005 and 2004
    
    43Consolidated Statements of Operations for the years ended
December 31, 2005, 2004 and 2003
    
    44Consolidated Statements of Comprehensive Income for the
years ended December 31, 2005, 2004 and 2003
    
    45Consolidated Statements of Shareholders Equity for the
years ended December 31, 2005, 2004 and 2003
    
    46Consolidated Statements of Cash Flows for the years ended
December 31, 2005, 2004 and 2003
    
    48Notes to Consolidated Financial Statements
    
    49Schedule II  Valuation and Qualifying Accounts for the years
ended December 31, 2005, 2004 and 2003
    
    77Schedule III  Real Estate and Accumulated Depreciation
as of December 31, 2005
    
    78
  Exhibits
  84




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##### Table of Contents



ExhibitNumber
    
    Description3.1(a) 
    
    Second Amended and Restated Charter of the Registrant (incorporated by reference to
Exhibit 3.1 to the Companys Current Report on Form 8-K (Registration No. 01-12073) filed with
the SEC on October 23, 1997)3.1(b) 
    
    Articles of Amendment to the Second Amended and Restated Charter of the Registrant
(incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K
(Registration No. 01-12073) filed with the SEC on May 28, 1998)3.1(c) 
    
    Articles of Amendment to the Second Amended and Restated Charter of the Registrant
(incorporated by reference to Exhibit 4.1(d) to the Companys Registration Statement on Form
8-A12B (Registration No. 01-12073) filed with the SEC on July 7, 2003, as amended on August 7,
2003)3.1(d) 
    
    Articles of Amendment to the Second Amended and Restated Charter of the Company
(incorporated by reference to Exhibit 4.1(e) to the Companys Registration Statement on Form
8-A filed with the SEC on February 15, 2006)3.2 
    
    By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Companys
Registration Statement on Form S-11 (Registration No. 33-73304)4.1(a) 
    
    Form of Share Certificate for the Companys Common Stock, $.01 par value (incorporated
by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-11 (Registration
No. 33-73304))4.1(b) 
    
    Form of share certificate for the Companys 8.75% Series B Cumulative Preferred Stock,
$0.01 par value (incorporated by reference to Exhibit 4.1 to the Companys Current Report on
Form 8-K filed on August 11, 2003)4.1(c) 
    
    Form of share certificate for the Companys 8.00% Series C Cumulative Preferred Stock,
$0.01 par value per share (incorporated by reference to Exhibit 4.4 to the Companys
Registration Statement on Form 8-A filed with the SEC on February 15, 2006)4.2(a) 
    
    Third Amended and Restated Agreement of Limited Partnership of Equity Inns Partnership,
L.P. (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K
dated June 24, 1997 (Registration No. 01-12073) filed with the SEC on July 10, 1997)4.2(b) 
    
    Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Equity
Inns Partnership, L.P. (incorporated by reference to Exhibit 99.1 to the Companys Current
Report on Form 8-K (Registration No. 01-12073) filed with the SEC on June 24, 1998)4.2(c) 
    
    Amendment No. 2 to Third Amended and Restated Agreement of Limited
Partnership of Equity Inns Partnership, L.P. (incorporated by reference to Exhibit
4.2(c) to the Companys Annual Report on Form 10-K for the year ended December 31, 2003)4.3(a) 
    
    Junior Subordinated Indenture, dated as of June 17, 2005, between the Partnership and
JPMorgan Chase Bank, National Association, as trustee (incorporated by reference to Exhibit
4.1 to the Companys Current Report on Form 8-K filed with the SEC on June 23, 2005)
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ExhibitNumber
    
    Description4.3(b) 
    
    Amended and Restated Trust Agreement, dated as of June 17, 2005, among the Partnership,
as depositor, JPMorgan Chase National Association, as property trustee and Delaware trustee,
the Administrative Trustees named therein and the holders of undivided beneficial interests in
the assets of the Trust trustee (incorporated by reference to Exhibit 4.2 to the Companys
Current Report on Form 8-K filed with the SEC on June 23, 2005)4.3(c) 
    
    Form of Junior Subordinated Note (incorporated by reference to Exhibit 4.3 to the
Companys Current Report on Form 8-K filed with the SEC on June 23, 2005)4.3(d) 
    
    Form of Trust Preferred Security Certificate Note (incorporated by reference to Exhibit
4.4 to the Companys Current Report on Form 8-K filed with the SEC on June 23, 2005)4.4, 10.1
    
    Indenture dated as of February 6, 1997 among EQI Financing Partnership I, L.P. as
Issuer, LaSalle National Bank as Trustee, and ABN AMBRO Bank N.V. as Fiscal Agent
(incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
(Registration No. 01-12073) for the quarter ended March 31, 1997 and filed with the SEC on
April 30, 1997)10.2(a) 
    
    Form of Lease Agreement, effective as of January 1, 2001 (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K (Registration No. 01-12073) filed
with the SEC on February 26, 2001)10.2(b)
    
    Form of Consolidated Lease Agreement for the AmeriSuites hotels leased by certain
subsidiaries of Equity Inns TRS Holdings, Inc. as lessees, and Equity Inns Partnership, L.P.
as lessor, effective as of January 1, 2002 (incorporated by reference to Exhibit 10.4 to the
Companys Current Report on Form 8-K (Registration No. 01-12073) filed with the SEC on January
25, 2002)10.3(a)
    
    Equity Inns, Inc. 1994 Stock Incentive Plan (incorporated by reference to Exhibit
10.29(a) to the Companys Registration Statement on Form S-11 (Registration No. 33-80318))10.3(b)
    
    Equity Inns, Inc. Non-Employee Directors Stock Option Plan (incorporated by reference to
Exhibit 10.29(b) to the Companys Registration Statement on Form S-11 (Registration No.
33-80318))10.4 
    
    Right of First Refusal Agreement between Wolf River Hotel, L.P. and Equity Inns
Partnership, L.P. (incorporated by reference to Exhibit 10.5 to the Companys Registration
Statement on Form S-3 (Registration No. 33-93158))10.5 
    
    Right of First Refusal Agreement between SAHI I L.P. and Equity Inns Partnership, L.P.
(incorporated by reference to Exhibit 10.6 to the Companys Registration Statement on Form S-3
(Registration No. 33-93158))10.6(a)
    
    Loan Agreement, dated as of June 16, 1999, among EQI Financing Partnership II, L.P. and
EQI/WV Financing Partnership, L.P., as Borrower Parties, and GMAC Commercial Mortgage
Corporation, as Lender (incorporated by reference to Exhibit 10.2 to the Companys Current
Report on Form 8-K (Registration No. 01-12073) filed with the SEC on February 26, 2001)10.6(b)
    
    Loan Affirmation and Modification Agreement dated as of December 31, 2000 by and among
EQI Financing Partnership II, L.P., EQI/WV Financing Partnership, L.P., ENN
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ExhibitNumber
    
    DescriptionLeasing Company
II, L.L.C., Equity Inns Partnership, L.P., Equity Inns, Inc., Norwest Bank Minnesota, National
Association, as trustee, and LaSalle Bank National Association, as trustee (incorporated by
reference to Exhibit 10.4 to the Companys Current Report on Form 8-K (Registration No.
01-12073) filed with the SEC on February 26, 2001)10.6(c) 
    
    Loan Affirmation and Modification Agreement dated as of January 9, 2002, by and among
EQI Financing Partnership II, L.P., EQI/WV Financing Partnership, L.P., EQI Financing
Partnership V, L.P., ENN Leasing Company II, L.L.C., ENN Leasing Company V, L.L.C., Equity
Inns Partnership, L.P., Equity Inns, Inc., Equity Inns Trust, Norwest Bank Minnesota, National
Association, as trustee, and LaSalle Bank National Association, as trustee (incorporated by
reference to Exhibit 10.2 to the Companys Current Report on Form 8-K (Registration No.
01-12073) filed with the SEC on January 25, 2002)10.7 
    
    Loan Agreement, dated as of October 20, 2000, between EQI Financing Partnership V, L.P.,
as Borrower, and GMAC Commercial Mortgage Corporation, as Lender (incorporated by reference to
Exhibit 10.7 to the Companys Annual Report on Form 10-K for the year ended December 31, 2000
(Registration No. 01-12073) filed with the SEC on March 23, 2001)10.8 
    
    Loan Agreement, dated as of November 7, 2000, between EQI Financing Partnership III,
L.P., as Borrower, and General Electric Capital Corporation, as Lender (incorporated by
reference to Exhibit 10.8 to the Companys Annual Report on Form 10-K for the year ended
December 31, 2000 (Registration No. 01-12073) filed with the SEC on March 23, 2001)10.9 
    
    Loan Agreement, dated as of November 7, 2000, by and among EQI Financing Partnership IV,
L.P. and EQI/WV Financing Partnership II, L.P., as Borrowers, and General Electric Capital
Corporation, as Lender (incorporated by reference to Exhibit 10.9 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2000 (Registration No. 01-12073) filed
with the SEC on March 23, 2001)10.10(a) 
    
    Amended and Restated Secured Revolving Credit Agreement dated as of June 11, 2003, by
and among Equity Inns Partnership, L.P., Equity Inns/West Virginia Partnership, L.P. and
Equity Inns Partnership II, L.P. as Borrowers, Bank One, NA, Credit Lyonnais New York Branch,
Fleet National Bank, National Bank of Commerce, AmSouth Bank and Union Planters Bank, National
Association as Lenders, Bank One, NA as Administrative Agent, Banc One Capital Markets, as
Co-Lead Arranger/Sole Book Manager, Credit Lyonnais New York Branch as
Syndication Agent and Co-Lead Arranger and Fleet National Bank as Documentation Agent
(incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K
(Registration No. 01-12073) filed with the SEC on July 2, 2003)10.10(b) 
    
    First Amendment to Amended and Restated Secured Revolving Credit Agreement dated as of
January 21, 2004 by and among Equity Inns Partnership, L.P., Equity Inns/ West Virginia
Partnership, L.P. and Equity Inns Partnership II, L.P. as Borrower, Bank One, NA as
Administrative Agent and Lender, and the remaining Lenders that are signatories thereto
(incorporated by reference to Exhibit 10.10(b) to the Companys Annual Report on Form 10-K for
the year ended December 31, 2003)10.10(c)
    
    Second Amendment to Amended and Restated Secured Revolving Credit Agreement dated as of
March 26, 2004 by and among Equity Inns Partnership, L.P., Equity Inns/ West Virginia
Partnership, L.P. and Equity Inns Partnership II, L.P. as Borrower, Bank One, NA as
Administrative Agent and Lender, and the remaining Lenders that are
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ExhibitNumber
    
    Descriptionsignatories thereto
(incorporated by reference to Exhibit 10.10(c) to the Companys Current Report on Form 10-K
for the year ended December 31, 2004)10.10(d)
    
    Second Amended and Restated Secured Revolving Credit Agreement dated as of June 20, 2005
by and among Equity Inns Partnership, L.P., Equity Inns/West Virginia Partnership, L.P. and
Equity Inns Partnership II, L.P., as borrower, and JPMorgan Chase Bank, N.A., as
administrative agent and lender, JPMorgan Securities, Inc., as sole book manager, Calyon New
York Branch, as syndication agent, AmSouth Bank, Bank of America, N.A. and SunTrust Bank, each
as documentation agents, and U.S. Planters Bank, N.A., U.S. Bank National Association and
Fifth Third Bank, N.A., as lenders (incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the SEC on June 24, 2005)10.11
    
    Master Lease Termination Agreement dated as of December 20, 2001, by and among Equity Inns,
Inc., Equity Inns Partnership, L.P., Equity Inns/West Virginia Partnership, L.P., EQI
Financing Partnership II, L.P., EQI Financing Partnership V, L.P., EQI/WV Financing
Partnership, L.P., ENN Leasing Company, Inc., ENN Leasing Company II, L.L.C., ENN Leasing
Company V, L.L.C., Prime Hospitality Corp., Oradell Holding Corp., Wayne Holding Corp, and
Caldwell Holding Corp. (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K (Registration No. 01-12073) filed with the SEC on January 25, 2002)10.12 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and Promus Hotels, Inc., effective as of January 1, 2001 (incorporated by reference to
Exhibit 10.6 to the Companys Current Report on Form 8-K (Registration No. 01-12073) filed
with the SEC on February 26, 2001)10.13 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and Innkeepers Hospitality Management, Inc. (incorporated by reference to Exhibit 10.13
to the Companys Annual Report on Form 10-K for the year ended December 31, 2003)10.14 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and Crossroads Hospitality Company, L.L.C., effective as of January
1, 2001 (incorporated by reference to Exhibit 10.8 to the Companys Current Report on
Form 8-K (Registration No. 01-12073) filed with the SEC on February 26, 2001)10.15(a)
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and certain affiliates of Prime Hospitality Corp., effective as of January 1, 2002
(incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K
(Registration No. 01-12073) filed with the SEC on January 25, 200210.15(b)
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and certain affiliates of Prime Hospitality Corp., effective as of May 14,
2003
(incorporated by reference to Exhibit 10.15(b) to the Companys Annual Report on Form 10-K for
the year ended December 31, 2003)10.16 
    
    Form of Deed of Trust dated as of February 6, 1997 by EQI Financing Partnership 1, L.P.
in favor of LaSalle National Bank, as Trustee (incorporated by reference to Exhibit 10.2 to
the Companys Quarterly Report on Form 10-Q (Registration No. 01-12073) for the quarter ended
March 31, 1997 and filed with the SEC on April 30, 1997)
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ExhibitNumber
    
    Description10.17 
    
    Commercial Lease dated as of December 17, 1998 between 64 LTD. LLC and Equity
Inns Services, Inc. (incorporated by reference to Exhibit 10.32 to the Companys Annual
Report on Form 10-K for the year ended December 31, 1998 (Registration No. 01-12073)
filed with the SEC on March 23, 1999)10.18 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and Phillip H. McNeill, Sr. (incorporated by reference to Exhibit 10.33 to the
Companys Annual Report on Form 10-K for the year ended December 31, 1998 (Registration No.
01-12073) filed with the SEC on March 23, 1999)10.19 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and Howard A. Silver (incorporated by reference to Exhibit 10.34 to the Companys
Annual Report on Form 10-K for the year ended December 31, 1998 (Registration No. 01-12073)
filed with the SEC on March 23, 1999)10.22 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and Phillip H. McNeill, Jr. (incorporated by reference to Exhibit 10.36 to the
Companys Annual Report on Form 10-K for the year ended December 31, 1998 (Registration No.
01-12073) filed with the SEC on March 23, 1999)10.23 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and J. Ronald Cooper (incorporated by reference to Exhibit 10.21 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2001 (Registration No. 01-12073)
filed with the SEC on March 25, 2002)10.24 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and Richard F. Mitchell (incorporated by reference to Exhibit 10.22 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2001 (Registration No.
01-12073) filed with the SEC on March 25, 2002)10.25 
    
    Equity Inns, Inc. Executive Deferred Compensation Plan (incorporated by reference to
Exhibit 10.27 to the Companys Annual Report on Form 10-K for the year ended December 31, 1999
(Registration No. 01-12073) filed with the SEC on March 17, 2000)10.26 
    
    Master Lease Termination Agreement dated as of September 7, 2000, by and among Equity
Inns, Inc., Equity Inns Partnership, L.P., Equity Inns/West Virginia Partnership, L.P., EQI
Financing Partnership I, L.P., EQI Financing Partnership II, L.P., EQI/WV Financing
Partnership, L.P., Equity Inns Partnership II, L.P., E.I.P. Orlando, L.P., Crossroads/Memphis
Partnership, L.P., Crossroads/Memphis Financing Company, L.L.C., Crossroads/Memphis Financing
Company II, L.L.C., Crossroads Future Company, L.L.C., Crossroads Future Financing Company,
L.L.C., Interstate Hotels, LLC and Crossroads Hospitality Company, L.L.C. (incorporated by
reference to Exhibit 10.7 to the Companys Current Report on Form 8-K (Registration No.
01-12073) filed with the Securities and Exchange Commission on January 11, 2001)10.27 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and J. Mitchell Collins (incorporated by reference to Exhibit 10.27 to the
Companys Annual Report on Form 10-K for the year ended December 31,
2003)10.28 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and Wright Hospitality Management, LLC (incorporated by reference to Exhibit 10.28 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2003)
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##### Table of Contents



ExhibitNumber
    
    Description10.29 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and Edwin F. Ansbro10.30 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and McKibbon Hotel Management, Inc. (incorporated by reference to Exhibit 10.30 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2003)10.31 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and Hospitality Group, Inc. (incorporated by reference to Exhibit 10.31 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2004)10.32 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and Gateway Lodging Company, Inc. (incorporated by reference to Exhibit 10.32 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2004)10.33(a) 
    
    Executive Officer and Independent Director Compensation (incorporated by reference to
Exhibit 10.33 to the Companys Annual Report on Form 10-K for the year ended December 31,
2004)10.33(b)
    
    Executive Officer Compensation (incorporated by reference to the summary information
filed under Item 10.1 to the Companys Current Report on Form 8-K filed with the SEC on
February 10, 2006)10.33(c)
    
    Summary of 2006 Non-Employee Director Compensation (incorporated by reference to Exhibit
10.1 of the Companys Current Report on Form 8-K filed with the SEC on March 10, 2006)10.34 
    
    Mortgage, Security Agreement, Financing Statement and Fixture Filing, by and between
Equity Inns Partnership, L.P., as mortgagor, and ING USA Annuity and Life Insurance Company,
as mortgagee, dated as of October 21, 2004 (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the SEC on October 26, 2004)10.35 
    
    Promissory Note executed by Equity Inns Partnership, L.P. payable to ING USA Annuity and
Life Insurance Company, dated as of October 21, 2004 (incorporated by reference to Exhibit
10.2 to the Companys Current Report on Form 8-K filed with the SEC on October 26, 2004)10.36 
    
    Purchase Agreement, dated as of June 17, 2005, among the Company, the Partnership, the
Trust and Merrill Lynch International (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the SEC on June 23, 2005)10.37 
    
    Form of Loan Agreement, by and between Borrower and General Electric Capital
Corporation, as lender, dated as of November 18, 2005 (incorporated by reference
to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on
November 22, 2005)
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##### Table of Contents



ExhibitNumber
    
    Description10.38 
    
    Form or Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing,
by and between Mortgagor and General Electric Capital Corporation, as mortgagee, dated as of
November 18, 2005 (incorporated by reference to Exhibit 10.2 to the Companys Current Report
on Form 8-K filed with the SEC on November 22, 2005)12.1* 
    
    Statement regarding computation of ratios21.1* 
    
    List of subsidiaries of Equity Inns, Inc.23.1* 
    
    Consent of PricewaterhouseCoopers L.L.P.31.1* 
    
    Certification of Howard A. Silver, Chief Executive Officer of Equity Inns, Inc.,
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and dated March
15, 200631.2* 
    
    Certification of J. Mitchell Collins, Chief Financial Officer of Equity Inns, Inc.,
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and dated March
15, 200632.1* 
    
    Certification of Howard A. Silver, Chief Executive Officer of Equity Inns, Inc. pursuant
to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and dated March 15, 200632.2* 
    
    Certification of J. Mitchell Collins, Chief Financial Officer of Equity Inns, Inc.
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 and dated March 15, 2006
 
 *
    
    Filed herewith. 91




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##### Table of Contents



EQUITY INNS, INC.By:
    /s/ Howard A. SilverHoward A. SilverPresident and Chief Executive Officer  Signature
    
    Title
    
    Date/s/ Phillip H. McNeill, Sr.
    
    Chairman of the Board
    
    March 15, 2006Phillip H. McNeill, Sr.
    
    and Director/s/ Howard A. Silver

Howard A. Silver
    
    President, Chief Executive
Officer (Principal Executive
    
    March 15, 2006Officer) and Director/s/ J. Mitchell Collins
    
    Executive Vice President, Chief
    
    March 15, 2006J. Mitchell Collins
    
    Financial Officer, Treasurer and
Secretary (Principal Financial
and Accounting Officer)/s/ Harry S. Hays

Harry S. Hays
    
    Director
    
    March 15, 2006/s/ Joseph W. McLeary

Joseph W. McLeary
    
    Director
    
    March 15, 2006/s/ Raymond E. Schultz

Raymond E. Schultz
    
    Director
    
    March 15, 2006/s/ Robert P. Bowen

Robert P. Bowen
    
    Director
    
    March 15, 2006
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##### Table of Contents



INDEX OF EXHIBITS
 ExhibitNumber
    
    Description3.1(a) 
    
    Second Amended and Restated Charter of the Registrant (incorporated by reference to
Exhibit 3.1 to the Companys Current Report on Form 8-K (Registration No. 01-12073) filed with
the SEC on October 23, 1997)3.1(b) 
    
    Articles of Amendment to the Second Amended and Restated Charter of the Registrant
(incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K
(Registration No. 01-12073) filed with the SEC on May 28, 1998)3.1(c) 
    
    Articles of Amendment to the Second Amended and Restated Charter of the Registrant
(incorporated by reference to Exhibit 4.1(d) to the Companys Registration Statement on Form
8-A12B (Registration No. 01-12073) filed with the SEC on July 7, 2003, as amended on August 7,
2003)3.1(d) 
    
    Articles of Amendment to the Second Amended and Restated Charter of the Company
(incorporated by reference to Exhibit 4.1(e) to the Companys Registration Statement on Form
8-A filed with the SEC on February 15, 2006)3.2 
    
    By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Companys
Registration Statement on Form S-11 (Registration No. 33-73304)4.1(a) 
    
    Form of Share Certificate for the Companys Common Stock, $.01 par value (incorporated
by reference to Exhibit 4.1 to the Companys Registration Statement on Form S-11 (Registration
No. 33-73304))4.1(b) 
    
    Form of share certificate for the Companys 8.75% Series B Cumulative Preferred Stock,
$0.01 par value (incorporated by reference to Exhibit 4.1 to the Companys Current Report on
Form 8-K filed on August 11, 2003)4.1(c) 
    
    Form of share certificate for the Companys 8.00% Series C Cumulative Preferred Stock,
$0.01 par value per share (incorporated by reference to Exhibit 4.4 to the Companys
Registration Statement on Form 8-A filed with the SEC on February 15, 2006)4.2(a) 
    
    Third Amended and Restated Agreement of Limited Partnership of Equity Inns Partnership,
L.P. (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K
dated June 24, 1997 (Registration No. 01-12073) filed with the SEC on July 10, 1997)4.2(b) 
    
    Amendment No. 1 to Third Amended and Restated Agreement of Limited Partnership of Equity
Inns Partnership, L.P. (incorporated by reference to Exhibit 99.1 to the Companys Current
Report on Form 8-K (Registration No. 01-12073) filed with the SEC on June 24, 1998)4.2(c) 
    
    Amendment No. 2 to Third Amended and Restated Agreement of Limited Partnership of Equity
Inns Partnership, L.P. (incorporated by reference to Exhibit 4.2(c) to the Companys Annual
Report on Form 10-K for the year ended December 31, 2003)4.3(a) 
    
    Junior Subordinated Indenture, dated as of June 17, 2005, between the Partnership and
JPMorgan Chase Bank, National Association, as trustee (incorporated by reference to Exhibit
4.1 to the Companys Current Report on Form 8-K filed with the SEC on June 23, 2005)
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##### Table of Contents



ExhibitNumber
    
    Description4.3(b) 
    
    Amended and Restated Trust Agreement, dated as of June 17, 2005, among the Partnership,
as depositor, JPMorgan Chase National Association, as property trustee and Delaware trustee,
the Administrative Trustees named therein and the holders of undivided beneficial interests in
the assets of the Trust trustee (incorporated by reference to Exhibit 4.2 to the Companys
Current Report on Form 8-K filed with the SEC on June 23, 2005)4.3(c) 
    
    Form of Junior Subordinated Note (incorporated by reference to Exhibit 4.3 to the
Companys Current Report on Form 8-K filed with the SEC on June 23, 2005)4.3(d) 
    
    Form of Trust Preferred Security Certificate Note (incorporated by reference to Exhibit
4.4 to the Companys Current Report on Form 8-K filed with the SEC on June 23, 2005)4.4, 10.1
    
    Indenture dated as of February 6, 1997 among EQI Financing Partnership I, L.P. as
Issuer, LaSalle National Bank as Trustee, and ABN AMBRO Bank N.V. as Fiscal Agent
(incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q
(Registration No. 01-12073) for the quarter ended March 31, 1997 and filed with the SEC on
April 30, 1997)10.2(a) 
    
    Form of Lease Agreement, effective as of January 1, 2001 (incorporated by reference to
Exhibit 10.2 to the Companys Current Report on Form 8-K (Registration No. 01-12073) filed
with the SEC on February 26, 2001)10.2(b)
    
    Form of Consolidated Lease Agreement for the AmeriSuites hotels leased by certain
subsidiaries of Equity Inns TRS Holdings, Inc. as lessees, and Equity Inns Partnership, L.P.
as lessor, effective as of January 1, 2002 (incorporated by reference to Exhibit 10.4 to the
Companys Current Report on Form 8-K (Registration No. 01-12073) filed with the SEC on January
25, 2002)10.3(a)
    
    Equity Inns, Inc. 1994 Stock Incentive Plan (incorporated by reference to Exhibit
10.29(a) to the Companys Registration Statement on Form S-11 (Registration No. 33-80318))10.3(b)
    
    Equity Inns, Inc. Non-Employee Directors Stock Option Plan (incorporated by reference to
Exhibit 10.29(b) to the Companys Registration Statement on Form S-11 (Registration No.
33-80318))10.4 
    
    Right of First Refusal Agreement between Wolf River Hotel, L.P. and Equity Inns
Partnership, L.P. (incorporated by reference to Exhibit 10.5 to the Companys
Registration Statement on Form S-3 (Registration No. 33-93158))10.5 
    
    Right of First Refusal Agreement between SAHI I L.P. and Equity Inns Partnership, L.P.
(incorporated by reference to Exhibit 10.6 to the Companys Registration Statement on Form S-3
(Registration No. 33-93158))10.6(a)
    
    Loan Agreement, dated as of June 16, 1999, among EQI Financing Partnership II, L.P. and
EQI/WV Financing Partnership, L.P., as Borrower Parties, and GMAC Commercial Mortgage
Corporation, as Lender (incorporated by reference to Exhibit 10.2 to the Companys Current
Report on Form 8-K (Registration No. 01-12073) filed with the SEC on February 26, 2001)
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##### Table of Contents



ExhibitNumber
    
    Description10.6(b)
    
    Loan Affirmation and Modification Agreement dated as of December 31, 2000 by and among
EQI Financing Partnership II, L.P., EQI/WV Financing Partnership, L.P., ENN Leasing Company
II, L.L.C., Equity Inns Partnership, L.P., Equity Inns, Inc., Norwest Bank Minnesota, National
Association, as trustee, and LaSalle Bank National Association, as trustee (incorporated by
reference to Exhibit 10.4 to the Companys Current Report on Form 8-K (Registration No.
01-12073) filed with the SEC on February 26, 2001)10.6(c) 
    
    Loan Affirmation and Modification Agreement dated as of January 9, 2002, by and among
EQI Financing Partnership II, L.P., EQI/WV Financing Partnership, L.P., EQI Financing
Partnership V, L.P., ENN Leasing Company II, L.L.C., ENN Leasing Company V, L.L.C., Equity
Inns Partnership, L.P., Equity Inns, Inc., Equity Inns Trust, Norwest Bank Minnesota, National
Association, as trustee, and LaSalle Bank National Association, as trustee (incorporated by
reference to Exhibit 10.2 to the Companys Current Report on Form 8-K (Registration No.
01-12073) filed with the SEC on January 25, 2002)10.7 
    
    Loan Agreement, dated as of October 20, 2000, between EQI Financing Partnership V, L.P.,
as Borrower, and GMAC Commercial Mortgage Corporation, as Lender (incorporated by reference to
Exhibit 10.7 to the Companys Annual Report on Form 10-K for the year ended December 31, 2000
(Registration No. 01-12073) filed with the SEC on March 23, 2001)10.8 
    
    Loan Agreement, dated as of November 7, 2000, between EQI Financing Partnership III,
L.P., as Borrower, and General Electric Capital Corporation, as Lender (incorporated by
reference to Exhibit 10.8 to the Companys Annual Report on Form 10-K for the year ended
December 31, 2000 (Registration No. 01-12073) filed with the SEC on March 23, 2001)10.9 
    
    Loan Agreement, dated as of November 7, 2000, by and among EQI Financing Partnership IV,
L.P. and EQI/WV Financing Partnership II, L.P., as Borrowers, and General Electric Capital
Corporation, as Lender (incorporated by reference to Exhibit 10.9 to the Companys Annual
Report on Form 10-K for the year ended December 31, 2000 (Registration No. 01-12073) filed
with the SEC on March 23, 2001)10.10(a) 
    
    Amended and Restated Secured Revolving Credit Agreement dated as of June 11, 2003, by
and among Equity Inns Partnership, L.P., Equity Inns/West Virginia
Partnership, L.P. and Equity Inns Partnership II, L.P. as Borrowers, Bank One, NA,
Credit Lyonnais New York Branch, Fleet National Bank, National Bank of Commerce, AmSouth
Bank and Union Planters Bank, National Association as Lenders, Bank One, NA as
Administrative Agent, Banc One Capital Markets, as Co-Lead Arranger/Sole Book Manager,
Credit Lyonnais New York Branch as Syndication Agent and Co-Lead Arranger and Fleet
National Bank as Documentation Agent (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K (Registration No. 01-12073) filed with the SEC on
July 2, 2003)10.10(b) 
    
    First Amendment to Amended and Restated Secured Revolving Credit Agreement dated as of
January 21, 2004 by and among Equity Inns Partnership, L.P., Equity Inns/ West Virginia
Partnership, L.P. and Equity Inns Partnership II, L.P. as Borrower, Bank One, NA as
Administrative Agent and Lender, and the remaining Lenders that are signatories thereto
(incorporated by reference to Exhibit 10.10(b) to the Companys Annual Report on Form 10-K for
the year ended December 31, 2003)
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ExhibitNumber
    
    Description10.10(c)
    
    Second Amendment to Amended and Restated Secured Revolving Credit Agreement dated as of
March 26, 2004 by and among Equity Inns Partnership, L.P., Equity Inns/ West Virginia
Partnership, L.P. and Equity Inns Partnership II, L.P. as Borrower, Bank One, NA as
Administrative Agent and Lender, and the remaining Lenders that are signatories thereto
(incorporated by reference to Exhibit 10.10(c) to the Companys Current Report on Form 10-K
for the year ended December 31, 2004)10.10(d)
    
    Second Amended and Restated Secured Revolving Credit Agreement dated as of June 20, 2005
by and among Equity Inns Partnership, L.P., Equity Inns/West Virginia Partnership, L.P. and
Equity Inns Partnership II, L.P., as borrower, and JPMorgan Chase Bank, N.A., as
administrative agent and lender, JPMorgan Securities, Inc., as sole book manager, Calyon New
York Branch, as syndication agent, AmSouth Bank, Bank of America, N.A. and SunTrust Bank, each
as documentation agents, and U.S. Planters Bank, N.A., U.S. Bank National Association and
Fifth Third Bank, N.A., as lenders (incorporated by reference to Exhibit 10.1 to the Companys
Current Report on Form 8-K filed with the SEC on June 24, 2005)10.11
    
    Master Lease Termination Agreement dated as of December 20, 2001, by and among Equity Inns,
Inc., Equity Inns Partnership, L.P., Equity Inns/West Virginia Partnership, L.P., EQI
Financing Partnership II, L.P., EQI Financing Partnership V, L.P., EQI/WV Financing
Partnership, L.P., ENN Leasing Company, Inc., ENN Leasing Company II, L.L.C., ENN Leasing
Company V, L.L.C., Prime Hospitality Corp., Oradell Holding Corp., Wayne Holding Corp, and
Caldwell Holding Corp. (incorporated by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K (Registration No. 01-12073) filed with the SEC on January 25, 2002)10.12 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and Promus Hotels, Inc., effective as of January 1, 2001 (incorporated by reference to
Exhibit 10.6 to the Companys Current Report on Form 8-K (Registration No. 01-12073) filed
with the SEC on February 26, 2001)10.13 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and Innkeepers Hospitality Management, Inc. (incorporated by reference to Exhibit 10.13
to the Companys Annual Report on Form 10-K for the year ended December 31, 2003)10.14 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and Crossroads Hospitality Company, L.L.C., effective as of January 1, 2001 (incorporated
by reference to Exhibit 10.8 to the Companys Current Report on Form 8-K (Registration No.
01-12073) filed with the SEC on February 26, 2001)10.15(a)
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and certain affiliates of Prime Hospitality Corp., effective as of January 1, 2002
(incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K
(Registration No. 01-12073) filed with the SEC on January 25, 200210.15(b)
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and certain affiliates of Prime Hospitality Corp., effective as of May 14,
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ExhibitNumber
    
    Description2003
(incorporated by reference to Exhibit 10.15(b) to the Companys Annual Report on Form 10-K for
the year ended December 31, 2003)10.16 
    
    Form of Deed of Trust dated as of February 6, 1997 by EQI Financing Partnership 1, L.P.
in favor of LaSalle National Bank, as Trustee (incorporated by reference to Exhibit 10.2 to
the Companys Quarterly Report on Form 10-Q (Registration No. 01-12073) for the quarter ended
March 31, 1997 and filed with the SEC on April 30, 1997)10.17 
    
    Commercial Lease dated as of December 17, 1998 between 64 LTD. LLC and Equity Inns
Services, Inc. (incorporated by reference to Exhibit 10.32 to the Companys Annual Report on
Form 10-K for the year ended December 31, 1998 (Registration No. 01-12073) filed with the SEC
on March 23, 1999)10.18 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and Phillip H. McNeill, Sr. (incorporated by reference to Exhibit 10.33 to the
Companys Annual Report on Form 10-K for the year ended December 31, 1998 (Registration No.
01-12073) filed with the SEC on March 23, 1999)10.19 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and Howard A. Silver (incorporated by reference to Exhibit 10.34 to the Companys
Annual Report on Form 10-K for the year ended December 31, 1998 (Registration No. 01-12073)
filed with the SEC on March 23, 1999)10.22 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and Phillip H. McNeill, Jr. (incorporated by reference to Exhibit 10.36 to the
Companys Annual Report on Form 10-K for the year ended December 31, 1998 (Registration No.
01-12073) filed with the SEC on March 23, 1999)10.23 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc.,
Equity Inns, Inc. and J. Ronald Cooper (incorporated by reference to Exhibit 10.21 to
the Companys Annual Report on Form 10-K for the year ended December 31, 2001
(Registration No. 01-12073) filed with the SEC on March 25, 2002)10.24 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and Richard F. Mitchell (incorporated by reference to Exhibit 10.22 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2001 (Registration No.
01-12073) filed with the SEC on March 25, 2002)10.25 
    
    Equity Inns, Inc. Executive Deferred Compensation Plan (incorporated by reference to
Exhibit 10.27 to the Companys Annual Report on Form 10-K for the year ended December 31, 1999
(Registration No. 01-12073) filed with the SEC on March 17, 2000)10.26 
    
    Master Lease Termination Agreement dated as of September 7, 2000, by and among Equity
Inns, Inc., Equity Inns Partnership, L.P., Equity Inns/West Virginia Partnership, L.P., EQI
Financing Partnership I, L.P., EQI Financing Partnership II, L.P., EQI/WV Financing
Partnership, L.P., Equity Inns Partnership II, L.P., E.I.P. Orlando, L.P., Crossroads/Memphis
Partnership, L.P., Crossroads/Memphis Financing Company, L.L.C., Crossroads/Memphis Financing
Company II, L.L.C., Crossroads Future Company, L.L.C., Crossroads Future Financing Company,
L.L.C., Interstate Hotels, LLC and Crossroads Hospitality Company, L.L.C. (incorporated by
reference to Exhibit 10.7 to the Companys Current Report on Form 8-K (Registration No.
01-12073) filed with the Securities and Exchange Commission on January 11, 2001)
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ExhibitNumber
    
    Description10.27 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and J. Mitchell Collins (incorporated by reference to Exhibit 10.27 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2003)10.28 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and Wright Hospitality Management, LLC (incorporated by reference to Exhibit 10.28 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2003)10.29 
    
    Change in Control and Termination Agreement between Equity Inns Services, Inc., Equity
Inns, Inc. and Edwin F. Ansbro10.30 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and McKibbon Hotel Management, Inc. (incorporated by reference to Exhibit 10.30 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2003)10.31 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and Hospitality Group, Inc. (incorporated by reference to Exhibit 10.31 to the Companys
Annual Report on Form 10-K for the year ended December 31, 2004)10.32 
    
    Form of Management Agreement between certain subsidiaries of Equity Inns TRS Holdings,
Inc. and Gateway Lodging Company, Inc. (incorporated by reference to Exhibit 10.32 to the
Companys Annual Report on Form 10-K for the year ended
December 31, 2004)10.33(a) 
    
    Executive Officer and Independent Director Compensation (incorporated by reference to
Exhibit 10.33 to the Companys Annual Report on Form 10-K for the year ended December 31,
2004)10.33(b)
    
    Executive Officer Compensation (incorporated by reference to the summary information
filed under Item 10.1 to the Companys Current Report on Form 8-K filed with the SEC on
February 10, 2006)10.33(c)
    
    Summary of 2006 Non-Employee Director Compensation (incorporated by reference to Exhibit
10.1 of the Companys Current Report on Form 8-K filed with the SEC on March 10, 2006)10.34 
    
    Mortgage, Security Agreement, Financing Statement and Fixture Filing, by and between
Equity Inns Partnership, L.P., as mortgagor, and ING USA Annuity and Life Insurance Company,
as mortgagee, dated as of October 21, 2004 (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the SEC on October 26, 2004)10.35 
    
    Promissory Note executed by Equity Inns Partnership, L.P. payable to ING USA Annuity and
Life Insurance Company, dated as of October 21, 2004 (incorporated by reference to Exhibit
10.2 to the Companys Current Report on Form 8-K filed with the SEC on October 26, 2004)10.36 
    
    Purchase Agreement, dated as of June 17, 2005, among the Company, the Partnership, the
Trust and Merrill Lynch International (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K filed with the SEC on June 23, 2005)
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ExhibitNumber
    
    Description10.37 
    
    Form of Loan Agreement, by and between Borrower and General Electric Capital
Corporation, as lender, dated as of November 18, 2005 (incorporated by reference to
Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the SEC on November
22, 2005)10.38 
    
    Form or Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing,
by and between Mortgagor and General Electric Capital Corporation, as mortgagee, dated as of
November 18, 2005 (incorporated by reference to Exhibit 10.2 to the Companys Current Report
on Form 8-K filed with the SEC on November 22, 2005)12.1* 
    
    Statement regarding computation of ratios21.1* 
    
    List of subsidiaries of Equity Inns, Inc.23.1* 
    
    Consent of PricewaterhouseCoopers L.L.P.31.1* 
    
    Certification of Howard A. Silver, Chief Executive Officer of Equity Inns, Inc.,
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and dated March
15, 200631.2* 
    
    Certification of J. Mitchell Collins, Chief Financial Officer of Equity Inns, Inc.,
pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, and dated March
15, 200632.1* 
    
    Certification of Howard A. Silver, Chief Executive Officer of Equity Inns, Inc. pursuant
to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
and dated March 15, 200632.2* 
    
    Certification of J. Mitchell Collins, Chief Financial Officer of Equity Inns, Inc.
pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 and dated March 15, 2006
 
 *
    
    Filed herewith. 99