David Loeb - Robert W. Baird Jeff Donnelly - Wachovia Securities Mike Salinsky - RBC Capital Markets Nap Overton - Morgan Stanley Wong Kim - JMP Securities

Welcome to the Ashford Hospitality Trust conference call. Today’s call is being recorded. At this time, for opening remarks and introductions, I would like to turn the call over to Mr. Tripp Sullivan. Please go ahead.

Good morning, welcome to the Ashford Hospitality Trust conference call to review the company’s results for the third quarter of 2008. On the call today will be Monty Bennett, President and Chief Executive Officer; Doug Kessler, Chief Operating Officer and Head of Acquisitions; and Mark Nunneley , Chief Accounting Officer and Interim Chief Financial Officer. The results as well as notice of the accessibility of this conference call on a listen-only basis over the internet were released yesterday evening, and a press release that has been covered by the financial media. As we start, let me remind you that certain statements and assumptions in this conference call contain or are based upon forward-looking information and are being made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to numerous assumptions, uncertainties and known or unknown risks which could cause actual results to differ materially from those anticipated. These risk factors are more fully discussed in the section entitled Risk Factors in Ashford’s registration statement on Form S3 and other filings with the Securities and Exchange Commission. The forward-looking statements included in this conference call are only made as of the date of this call and the company is not obligated to publicly update or revise them. In addition, certain terms used in this call are non-GAAP measures, reconciliation of which are provided in the company’s earnings release and accompanying tables or schedules, which has been filed on Form 8K with the SEC on November 5, 2008 and may also be accessed through the company’s website at www.ahtreit.com. Each listener is encouraged to review these reconciliation provided in the earnings release together with all other information provided in the release. I’ll now turn the call over to Monty Bennett. Please go ahead.

Good morning and thank you for joining us. On this call, we will provide you with more details about our liquidity, balance sheet, debt maturity and capital allocations strategies in addition to a recap of our third quarter performance. By now a number of the brands and our peers have been reported on the general state of the lodging industry. We believe we are taking the proper steps in light of existing and anticipated market conditions to enhance long term shareholder value. We believe our third quarter earnings are indicative of our multi faceted approaches and aggressive operating practices in the midst of deteriorating industry fundamentals. For our portfolio, pro forma RevPAR for the hotels not under renovation was down 0.03% compared with the prior year, with a 2.3 basis point improvement in operating margin. Our RevPAR yield index for the quarter was 121.0% compared with 118.3% a year ago for the hotels not under renovation and 120.1% compared with 118.3% for all hotels. Overall, ADR improved 1.8% and occupancy declined 138 basis points. The combined cash flow benefits of our select portfolio, which accounts for approximately one third of our annual EBITDA and the mezzanine level portfolio once again contributed to a smoothing effect on our operating performance. AFFO per diluted share for the quarter was $0.26 and cap per diluted share was $0.20, both of which were up compared with the prior year. Year-to-date, we had AFFO dividend coverage of 153% and CAD dividend coverage of 119%. In the past, we have commented that generally we like to only pay a dividend that’s covered by operating cash flow with reluctance to reduce the dividend year-over-year. Current market conditions are volatile and visibility is limited. Rather than commenting on future dividend policy in this call, we prefer to continue…

For the third quarter, we reported net income to common shareholders of $1.781 million, adjusted EBITDA of $80.716 million and AFFO of $36.225 million, or $0.26 per diluted share. At quarter end, Ashford had total assets of $4.3 billion including $292.6 million of cash, an increase in cash reserves of $129.4 million from last quarter end. We had a $2.8 billion debt balance as of September 30, 2008 consisting of 95% of floating rate debt with a total weighted average interest rate of 6.25%. The company, as of today, has total debt outstanding of $2.8 billion as well with a weighted average interest rate of 4.46% based on the current 30 day LIBOR rate of 1.96%. For the quarter, the interest rate swap allowed us to save $3.4 million in interest costs, which results in $6.2 million of savings year-to-date. Since the length of the swap does not match the term of the swap fixed rate debt, for GAAP purposes the swap is not considered to be an effective hedge. The result of this is that the changes in market value of these instruments must be run through the P&L each quarter, as unrealized gains or losses on derivative. For the quarter, this was a positive non-cash gain of $12.5 million. These entries affect our net income, but are added back for purposes of calculating our AFFO and CAD. In terms of our balance sheet, we believe we are in good standing with our major financial covenants. Our TTM adjusted EBITDA to fix charged ratios were 1.72 times and 1.75 times under the senior credit facility covenant and the Series B convertible preferred covenants respectively, versus required minimums of 1.25 each. Our leverage ratio is at 58.8% versus a not to exceed level of 75%. We only have $29.6 million…

We believe that by hitting the market early in 2008 with our asset sales, we were able to transact a sizable volume of trades at very attractive prices before the current financial market turmoil. By getting ahead of the curve, year-to-date, we’ve completed $437 million of asset sales for a combined per key value of 133,000 based upon a trailing 12 month cap rate of 6.6% and EBITDA multiple of 12.0 times. Proceeds were used mainly to reduce debt, fund mezzanine loan purchases, buy back shares and set aside adequate cash reserves. We executed our capital allocation strategies successfully in the third quarter and have continued to improve our liquidity in the fourth quarter. We sold three hotels in the quarter, the Radisson Hotel in Rockland, Massachusetts, the Sheraton Milford in Milford, Massachusetts and the Radisson Hotel in MacArthur Airport in Holtsville, New York. Shortly after the third quarter ended, we also sold the Hyatt Regency Orange County in Anaheim, California. These four hotels combined represented a total of $148.2 million in proceeds, or $130,000 per key, a 7.8% trailing 12 month cap rate and a 10.6 times trailing 12 month EBITDA multiple. With these sales, we were able to pay down approximately $112 million in debt and fund significant share repurchases. Looking ahead to the balance of the year, we believe it is less likely that additional asset sales will be completed. The transactions market is effectively frozen at present due to the lack of financing and widening bid/ask spreads between buyers and sellers. In terms of asset financing, we demonstrated ability to access capital at competitive pricing even when liquidity was drying up with the lenders. We successfully removed the largest maturity coming due in 2009 with the refinancing of the Capital Hilton and Hilton Torrey Pines, two…

(Operator Instructions) Our first question comes from David Loeb - Robert W. Baird.

First off, please pass on my best wishes to Kimo and his family, hope he makes a quick recovery and you have him back on the team soon.

Thank you, we will.

On the dividend, I know you’re going to discuss this in a month or so, but I wonder if you could give us a little bit of color (a) in what your thinking is (b) what you think the required distribution would likely be for this year, next year and how much the preferreds cover that.

How much of the preferreds cover that?

Yes, in other words the distribution to the preferreds. How is that relative to your required distribution? In other words, are you covering most of your taxable income with the preferred distribution?

Let me take a stab at some of those questions, David. Generally taxable income, we don’t see in anyway affecting decisions on our dividend, what we pay at the end of the quarter or the preferreds. So we’ve got enough room there that we’ve got full flexibility on what we want to do, because taxable income, as you know comes in significantly below the actual cash flow, so it’s just not a factor in determining any and all of those.

Just to clarify, Monty. Does that mean if you decided just as a scenario, that you wanted to have no common dividend, you can still pay all your preferreds, you’d be covering the taxable income?

I don’t have that right here in front of me David, but I can tell you that based upon some information I looked at not too long ago, I think we have full flexibility. I can’t say that, but it wouldn’t have to be much. So we’re in pretty good shape and also as you know, you can borrow some from one year to the next as far as meeting those retests and so within that framework, I’m pretty certain we’ve got full flexibility. As far as the dividends in general, I think I mentioned it in my script about our policy has been in the past that we don’t like to pay out more than we’re making on a seasonally adjusted basis and the challenge we’ve got we’ll roll out here to December, as we think about what we want to pay off in the fourth quarter and the guidance we give for the next year is what the future looks like. I’m sure, our peers and some of the real estate operating companies have guidance, it’s all over the place about what RevPAR is, and another variable for us is what LIBOR’s going to be now that’s a benefit, but it’s obviously a variable. At this point, it’s just tough to get a handle on what that’s going to be. I say that there probably is just a little more thinking on our side. Well, even though we’re reluctant to cut the dividends and even for covering cash flow might there be a scenario where we cut the dividends even if we think we’re going to have cash flow to cover it just to be extra cautious and/or buy back some shares or do something like that? That’s a possibility, but we just haven’t developed that any more than that.

It sounds like you’re thinking about all the right issues and you’re certainly in good company, these days in considering those issues. In terms of the coverage ratios, how bad does it have to be before you start bumping into those two coverage ratio tests?

The calculations on those two were just a little bit different. That’s why one is 1.72 and one is 1.75 and so we calculated each of those according to the terms of those agreements, one being the Series B convertible preferred and the other one being the secured credit facility. Now the credit facility steps up over time, so the 1.259 that steps up, to 1.35 and then 1.45, and 1.35 next year and 1.5, but the preferred does not, it stays at 1.25. So it’s just math test of taking that EBITDA and stressing it to see where it gets that ratio down to 1.25 or 1.35 or 1.5 and so it’s as straightforward as that.

My understanding is that it the step up to 1.35 is effective at the end of the first quarter of 2009 and our analysis said that something like a 7.5% decrease in RevPAR puts you right at that. Is that consistent with what your analysis is suggesting?

What did you do for LIBOR?

I’ll have to check and get back to you. What’s your thought on where LIBOR will be for the next quarter?

That’s why we haven’t given you more guidance David, because it just depends. LIBOR is moving in our direction fantastically over the past few days since the fed has gotten so aggressive and pushing down LIBOR, its 30 day LIBOR so what we are indexed all of our debt, and its been falling like a rock. So, that’s great, but in order to answer that question, we’ve got to make assumptions on RevPAR, on margins and flow through and on LIBOR. Those are a few different variables. Now all that being said we still feel pretty good, we like where we sit, there’s so many permutations and we’ve looked at a lot of them, but I just wouldn’t be doing your question any justice by trying to answer it off the top of my head since I can’t remember that particular scenario right now anyway.

Just for your reference, we use 3.75 for LIBOR really at your cap level, because we wanted that to be worst case and then adjust the RevPAR and the margins from there, but that’s a little old at this point, it’s not looking that way today.

One thing that we are thinking about is that now that LIBOR is dropping, and if you look at the yield curve it’s pretty flat around 2% for the next year. So we’re asking ourselves, well do we want to go into the market and try to lock that down and that way is it a good rate? That way, that takes that variable out of the equation and actually we are getting that price right now. So we’ll see if that’s something we want to pursue or wait for LIBOR to drop more or not, but clearly we’ve got some option there.

Couple more if you don’t mind. In that coverage ratio, repurchasing your preferred at its steep discount is clearly very favorable. How might you accomplish a larger repurchase of your preferred other than just open market, given how liquid they are.

Call the holders and ask them if they want to unload.

That’s a pretty good system. So if it wouldn’t be more complicated? You wouldn’t be looking at a tender, for example or something like that?

We thought about all those possibilities, tenders or [Inaudible] auction types and the rules are kind of similar for common, but not exactly the same. That’s probably the easiest way to go out and do something, either buy the open market or just call some investors directly.

Finally, this might be more for Doug. How do you view your security position in the ESA mortgage today versus when you bought that?

I’ll comment on it. We are definitely in a tougher economic climate than we were back then. At the same time, LIBOR just dropped. As far as coverage goes, I think we commented on here that coverage is not too different than what it was when we bought it, because of the two moving variables of LIBOR and cash flows. The real question on that is what happens at maturity and we just can’t sit here and say that because of two months of what’s going on in the marketplace that the value of that principal, three and a half years from now is going to change and we’ve taken no impairment on our balance sheet because of that, because we don’t think there’s enough data that’s going to believe any different than what we thought when we purchased it. If we think differently at the end of the fourth quarter, then we’ll take impairment charge, but at this point we think we’re in good shape.

Our next question comes from Jeff Donnelly - Wachovia Securities.

Doug, can you give us some more specifics on how lenders are underwriting hotel assets? I assume its trailing EBITDA, but how is that being adjusted for 2009 and 2010 I guess in general, and what specifically are the LTV’s and coverage ratios that people are looking for. I know it’s different by hotel, maybe some rough ranges?

It’s a great question, Jeff. Obviously, there is not a lot of lending taking place. We were fortunate enough to be ahead of the curve and took advantage of the opportunity before the lending market really became completely connected, so I wouldn’t necessarily say that the loans that we were able to complete were necessarily representative of what you’d be able to accomplish today. The underwriting today is taking clearly a more conservative look. I’d say that LTV’s are in the 50% to 55% range, is kind of the strike zone. Spreads are definitely wider. I think that financing quotes generally have a four handle on the pricing today if you’re getting the normal array of lenders to participate. You can certainly get some other lenders out there that are trying to capitalize on distressed situations and seeking spreads wider than that. Underwriting of afford numbers and trailing numbers is really the wild card. I think people are looking at trailing numbers, but they are also taking a sharp eye to what the future holds and given the lack of visibility in the market. You have fairly wide variance in terms of how people are looking at future RevPAR and it’s obviously asset specific and market specific. If somebody’s looking to finance something in New York where there is kind of new supply coming in, they’re going to look at that market differently than San Francisco. So, it’s as much all over the board as I have ever seen it, but there’s a significant lack of liquidity in the market. There are some clear signs, though that it’s beginning to loosen up and I think as LIBOR comes down and banks are more comfortable lending to each other, and we would expect that beginning the first part of the year, that we’ll see more hotels financing take place.

Are there pockets out there in the market where there’s better than average interest, either I guess call it by market type, New York versus Wichita or I guess maybe price point or dollar size of deal. May be some of that might be dictated by luxury full service versus suburban limited service given the size of the assets, but any sense there where there might be some more willingness to lend?

The dollar size has definitely come down, it’s very challenging today to get large loans done and most participants will only want to look at deals that are $30 million to $40 million, but there are life companies that will consider larger positions in assets. So one answer would be smaller deals are getting done. In terms of markets, I think there’s always a flight to quality when there’s a lack of liquidity and so you’re seeing better branded assets, major markets, urban and high quality suburban locations are where financing is still available, but again across the board financing is still very scarce.

I’m curious, I know there hasn’t been a lot of buying activity going on either, but I know you have contacts in that world. Do you have a sense from people, what sort of equity returns levered or un-levered people will eventually seek to get them off the sidelines to get more interested in that space?

I think the bid/ask spread between buyers and sellers is one where you can’t really calibrate exactly where normal trading will occur. The sales that have occurred are mainly distressed owners and that have a debt maturity. You have some properties that are beginning to come to the market, but in meeting with some brokers recently, you’re seeing higher quality assets come to the market under the premise. There’s a belief that there will still be an attractive cap rate paid for those types of assets. The challenge right now is that you have a lot of hotel capital that is actually sitting on the sidelines and while the REIT’s are not likely to be active buyers you have you funds, broker dealer networks, opportunity funds, pension capital that has been raised and not yet deployed and some offshore capital, but they are waiting to see where the performance numbers stabilize before anyone wants to step in just yet and transact. Now, if they could transact at some of the requested pricing, which I still think they are still looking for elevated yields which will probably exceed high teens to 20%, but I don’t think anyone’s willing to trade at that level and the lack of financing doesn’t allow them to get there.

One last question; I’m not sure if you guys have any updated information, financials from extended stay America or if you’re prepared to talk about it, but I think in the last call you were talking about the confidence you had in your position and your capital structure and I guess given how the rapid deterioration in credit markets as well as operating fundamentals. I’m wondering has there been any change in that view.

No, as we commented earlier the past two months has just not provided enough of a change in order for us to revise the view. So we haven’t taken any impairment charge on the principle amount. The coverage is still hanging in there while our NOI had been dropping because of what’s going on in the industry for all properties. The debt service amount has been dropping as well. So coverage has not moved materially. We’re just not in a position to say that anything has changed much as far as our view on that over the past couple months.

(Operator Instructions) Our next question comes from Mike Salinsky - RBC Capital Markets.

This is [Gear McGraw] with Salinsky here. Going back to the P&L asset transaction in 2007, could you highlight what was the loan to values that were put in place when the transaction was closed?

Let me comment on that. We look at our capital structure in an overall basis, so whenever we do a transaction sometimes we’ll put 80% debt on one asset and zero debt on another. Overall, our net debt to book value of assets is around 60%, 63% right in that range and that’s the high end of where we want to go. So it just wouldn’t be constructive to sit and talk about what we did typically on those P&L assets, because again we may have overleveraged to get something to a certain level, underleveraged. I think it’s better to look at it on a broad company basis.

You talked a little bit about mezzanine notes, can you identify any other notes that you may be concerned about, and I guess how far away are we from the point where you will actually need to reassess the values from some of these mezzanine investments.

The mezzanine borrowers out there are in a tough climate and so we are in discussions with them. We had one property, our Four Seasons was hit by a hurricane was shut down, so that’s given them problems, but we have got business interruption insurance on that property and we’re working through all that right now. We have been in touch with some borrowers and some borrowers are having difficulty paying. So we’re working through each one with them as the case may be, but this is our platform, this is our strategy. We’re not loan to own in our mezzanine strategy, but because of our real estate background and because of our lending background, we are very comfortable when we underwrote these assets with the understanding that some of them may not work from a lending standpoint. We’ll be very, very happy to own them, so if we end up owning them, that’s just great. As far as the mezzanine loans and what they’re worth, we evaluate that every quarter. So every quarter we’ll tell you about whether we’re going to leave them on the balance sheet where they are or we’ll take an impairment charge. For third quarter, we left them where they were, fourth quarter we’ll see.

Do you know what RevPAR scenario, how will you may be start triggering some impairment charges?

No, it’s just too hard today. We’ve got a number of them that are redevelopment type of loans. So right now their coverage is almost nonexistent, but that’s part of the plan, that’s part of the underwriting. So they have to go through redevelopments and open up with a new brand. Some of them have great coverage, some of them are a little thinner, and everyone’s got its own story. So it just wouldn’t be healthy for me to try to generalize.

Then you talked a little bit about pricing. Can you talk a little more about disposition plans and maybe any potential markets that are of concern right now from a supply perspective?

I can’t comment really so much on the supply perspective, but the markets that are softest for southern California. At least for us Chicago, Florida is pretty weak. Those are the biggest markets, all though many times its asset specific and not market specific. So those are some of the troubles and what was your other question?

The disposition plans, your updated disposition plan.

Yes, we started the year marketing about $1 billion to $2 billion worth of assets with the hopes of selling between $600 million to $1 billion. We closed $437 million so far this year. It’s going to be very tough to close any more than that between now and the end of the year because of financing markets and what’s going on. So we’re probably done for this year, but we’re still marketing properties and we’d still like to sell more, $600 million to $1 billion and we kind of modulate that based upon the alternative uses of capital, such as right now the alternative uses are holding the cash or using it to buy back common or preferred. So, I really think you need more visibility from that.

Can you talk about your debt to gross asset values after debt repurchases and do you have any specific targets in mind?

Well debt to gross assets didn’t change because buying back common doesn’t affect your gross asset value. So it’s still in the 60% to 63% range. At the end of the quarter, is just below 60%. Since then, drawing down the draw didn’t affect it, because it’s net cash that we put on the balance sheet, but we’re going to be probably end of the year, maybe below 60, but that’s the range that we’re going to be in.

Our next question comes from Nap Overton - Morgan Stanley.

Yes, speaking of holding cash, what would you think you could temporarily reduce your maintenance capital spending for a year at a kind of a minimal level on a temporary basis?

Nap we’ve been working through that. The biggest challenge that we’ve got is PIPs that we have got from brands and we have not completed those discussions with the brands about what we can defer. We’ve got a number of CapEx reserves that are required either by the manager of the properties, the brands or by the lenders. Those amounts generally, we’ll continue to spend and that’s about 4%, 4.5%, so that’s going to get spent. Also, there are sources of capital where we draw down on a loan to do the CapEx and that’s true for the Hilton Torrey Pines, the Capital Hilton and what we call the MIP portfolio. The question is how much cash -- I’m sorry one other category, such as the hurricane damage to the Nassau Bay, Clear Lake Hilton down near Houston which we’re spending and we get reimbursed by insurance there. What we’re focusing on is those CapEx dollars above and beyond those pockets which are there for effect this $225 million cash hold that we have got built up. Right now, we have got about, I think in the release it said something like $30 million to $50 million worth that’s kind of in the pipeline, that’s right now where we continue to move forward with. We continue to review that and I’d like to cut it. In fact, I think our number was 45 and my guys came in and said they thought they had cut it down to 33, but I haven’t reviewed that with them. So I don’t know that I can say that we’re going to cut it down that low. So that’s for our ‘08 capital plan and then we’ve got our 2009 capital plans, while we’ve reviewed internally we haven’t gone through this analysis on and that’s going to be some more pit requirements. It’s a tough number to get a handle on and we want to have that number for this call because we thought you guys would be interested, but we just don’t have that number. So suffice to say that we continue to work it down, down, down. As far as we feel like we have to for the condition of the properties, with the exception of just a third view, we think our properties are in great shape. So billing 4% reserves for the portfolio per year, we think it’s perfectly fine.

I imagine you’ll decline on this, but several companies have talked about October results and clearly there’s been a drop off in lodging demand in October. Would you care to comment at all about your October results?

We just don’t comment on, give guidance or do that until the quarter ends. So your first thought was right, we’ll probably just decline on that one.

Our final question comes from Wong Kim - JMP Securities.

In terms of the proceeds from the sales you guys did, I think I may have missed this, but did you guys pay down debt or what did you do with those proceeds and does your current cash balance reflect those?

I’m sorry, what was the last question?

Does your current cash balance; is it higher than what the quarter end balance was?

Yes, our current cash balance is higher than the quarter end, because we drew down our revolver last week or so to make sure that the cash was available. So we use this number of $225 million, that’s cash that’s set aside that doesn’t have any calls on from an operating perspective On top of that, we have another $150 million maybe of cash that’s tied up in properties and reserves and working capital and all that. So the $225 million is kind of the free spend. With the sales that we did in the third quarter and right at the end of the third quarter, we will pay down about $112 million worth of debt and then use the balance to fund the share repurchases.

In terms of your debt maturity, I think you said that you don’t have any real upcoming ones, but in terms of the ones that have extensions on them. I just want to confirm, are there any kind of operating thresholds that you need to meet or are those completely at your own discretion?

That’s on the earnings release, so if you go through it, we’ve put a table in there about two thirds of the way through it and highlighted exactly that. Which are the ones are subject to not being in default and then those which have some type of earnings test. So you can see exactly what that is.

Mr. Bennett, there are no further questions at this time. Please continue.

Well, thank you for your participation on today’s call and we look forward to speaking with you again on our next call.

Ladies and gentlemen, this concludes the Ashford Hospitality Trust conference call. If you would like to listen to a replay of today’s conference, please dial 1-800-405-2236 or 303-590-3000 and enter a pass code of 11111808. Thank you for your participation. You may now disconnect.