UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

 

Form 10-K

 

x

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

For the fiscal year ended December 31, 20102013

OR

¨

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

Commission File Number: 001-14625 (Host Hotels & Resorts, Inc.)

0-25087 (Host Hotels & Resorts, L.P.)

 

HOST HOTELS & RESORTS, INC.

HOST HOTELS & RESORTS, L.P.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland (Host Hotels & Resorts, Inc.)

Delaware (Host Hotels & Resorts, L.P.)

53-0085950 (Host Hotels & Resorts, Inc.)

52-2095412 (Host Hotels & Resorts, L.P.)

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

6903 Rockledge Drive, Suite 1500

Bethesda, Maryland

20817

(Address of Principal Executive Offices)

(Zip Code)

(240) 744-1000

(Registrant’s Telephone Number, Including Area Code)

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

 

Title of Each Class

Name of Each Exchange on

Which Registered

Host Hotels & Resorts, Inc.

Common Stock, $.01 par value (680,428,399 (756,740,181

shares outstanding as of February 18, 2011)21, 2014)

New York Stock Exchange

Host Hotels & Resorts, L.P.

None

None

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

Host Hotels & Resorts, Inc.

None

Host Hotels & Resorts, L.P.

Units of limited partnership interest (676,522,234(750,325,094 units outstanding as of February 18, 2011)21, 2014)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Host Hotels & Resorts, Inc.

Yes x

No ¨

Host Hotels & Resorts, L.P.

Yes ¨

No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

Host Hotels & Resorts, Inc.

Yes ¨

No x

Host Hotels & Resorts, L.P.

Yes ¨

No x

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

days.

 

Host Hotels & Resorts, Inc.

Yes x

No ¨

Host Hotels & Resorts, L.P.

Yes x

No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Host Hotels & Resorts, Inc.

Yes x

No ¨

Host Hotels & Resorts, L.P.

Yes x

No ¨

No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

Host Hotels & Resorts, Inc.

Large accelerated filer

x

Accelerated filer

¨

Non-accelerated filer

¨  (Do(Do not check if a smaller reporting company)¨

Smaller reporting company

¨

Host Hotels & Resorts, L.P.

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

x  (Do(Do not check if a smaller reporting company)x

Smaller reporting company

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Host Hotels & Resorts, Inc.

Yes ¨

No x

Host Hotels & Resorts, L.P.

Yes ¨

No x

The aggregate market value of common shares held by non-affiliates of Host Hotels & Resorts, Inc. (based on the closing sale price on the New York Stock Exchange) on June 18, 201028, 2013 was $9,759,138,299.$12,310,903,149.

Documents Incorporated by Reference

Portions of Host Hotels & Resorts, Inc.’s definitive proxy statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with its annual meeting of stockholders to be held on May 12, 201114, 2014 are incorporated by reference into Part III of this Form 10-K.

 

 

 


EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the fiscal year ended December 31, 20102013 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Unless stated otherwise or the context otherwise requires, references to “Host Inc.” mean Host Hotels & Resorts, Inc., a Maryland corporation, and references to “Host L.P.” mean Host Hotels & Resorts, L.P., a Delaware limited partnership, and its consolidated subsidiaries. We use the terms “we” or “our” or “the company” to refer to Host Inc. and Host L.P. together, unless the context indicates otherwise. We use the term Host Inc. to specifically refer to Host Hotels & Resorts, Inc. and the term Host L.P. to specifically refer to Host Hotels & Resorts, L.P. (and its consolidated subsidiaries) in cases where it is important to distinguish between Host Inc. and Host L.P.

Host Inc. operates as a self-managed and self-administered real estate investment trust, or REIT. Host Inc. owns properties and conducts operations through Host L.P., of which Host Inc. is the sole general partner and inof which it holds approximately 98.4%98.7% of the partnership interests (“OP units”). as of December 31, 2013. The remaining approximate 1.6%1.3% partnership interests are owned by various unaffiliated limited partners. As the sole general partner of Host L.P., Host Inc. has the exclusive and complete responsibility for Host L.P.’s day-to-day management and control.

We believe combining the annual reports on Form 10-K of Host Inc. and Host L.P. into this single report will resultresults in the following benefits:

enhancing investors’ understanding of Host Inc. and Host L.P. by enabling investors to view the business as a whole in the same manner as management views and operates the business;

enhances investors’ understanding of Host Inc. and Host L.P. by enabling investors to view the business as a whole in the same manner as management views and operates the business;

eliminates duplicative disclosure and provides a more streamlined presentation, since a substantial portion of our disclosure applies to both Host Inc. and Host L.P.; and

creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

eliminating duplicative disclosure and providing a more streamlined presentation, since a substantial portion of our disclosure applies to both Host Inc. and Host L.P.; and

creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates Host Inc. and Host L.P. as one enterprise. The management of Host Inc. consists of the same members who direct the management of Host L.P. The executive officers of Host Inc. are appointed by Host Inc.’s board of directors, but are employed by Host L.P. Host L.P. employs everyone who works for Host Inc. or Host L.P. As general partner with control of Host L.P., Host Inc. consolidates Host L.P. for financial reporting purposes, and Host Inc. does not have significant assets other than its investment in Host L.P. Therefore, the assets and liabilities of Host Inc. and Host L.P. are the same on their respective financial statements.

There are a few differences between Host Inc. and Host L.P., which are reflected in the disclosure in this report. We believe it is important to understand the differences between Host Inc. and Host L.P. in the context of how Host Inc. and Host L.P. operate as an interrelated consolidated company. Host Inc. is a real estate investment trust, or REIT, whoseand its only material asset is its ownership of partnership interests of Host L.P. As a result, Host Inc. does not conduct business itself,itself, other than acting as the sole general partner of Host L.P., and issuing public equity from time to time, the proceeds from which are contributed to Host L.P. in exchange for OP units. Host Inc. itself does not issue any indebtedness and does not guarantee the debt or obligations of Host L.P. Host L.P. holds substantially all of our assets and holds the ownership interests in our joint ventures. Host L.P. conducts the operations of the business and is structured as a limited partnership with no publicly traded equity. Except for net proceeds from public equity issuances by Host Inc., Host L.P. generates the capital required by our business through Host L.P.’s operations, by Host L.P.’s direct or indirect incurrence of indebtedness, or through the issuance of OP units or through the sale of equity interests of its subsidiaries.units.

The substantive difference between the filings of Host Inc.’s and Host L.P.’s filings is the fact that Host Inc. is a REIT with public stock, while Host L.P. is a partnership with no publicly traded equity. In the financial statements, this difference primarily is primarily reflected in the equity (or partners’ capital for Host L.P.) section of the consolidated balance sheets and in the consolidated statements of equity (or partners’ capital) and in the consolidated statements of operations and comprehensive income (loss). Apart from(loss) with respect to the different equity treatment,manner in which income is allocated to non-controlling interests. Income allocable to the financial statementsholders of approximately 1.3% of the OP units is reflected as income allocable to non-controlling interests at Host Inc. and Host L.P. are nearly identical, with the major difference being that thewithin net income allocated to the outside owners of Host L.P., who, in aggregate, hold

i


1.6% of the partnership units, is deducted from net income of Host Inc. in order to arrive at net income attributable to common stockholders. This amount is included in net income attributable to common unitholders for Host L.P. Also, earnings per share generally will generally be slightly less than the earnings per OP unit, as subsequent to the 2009 common stock election dividend, each Host Inc. common share is the equivalent of .97895 OP units (instead of 1 OP unit). This stock dividend caused an approximate 2% difference in earnings per share when compared to earnings per OP unit beginning in 2010.Apart from these differences, the financial statements of Host Inc. and Host L.P. are nearly identical.

i


To help investors understand the differences between Host Inc. and Host L.P., this report presents the following separate sections or portions of sections for each of Host Inc. and Host L.P.:

Part II Item 5 - Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc. / Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P.;

Part II Item 5 - Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc. / Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P.;

Part II Item 6 - Selected Financial Data;

Part II Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations is combined, except for a separate discussion of material differences, if any, in the liquidity and capital resources between Host Inc. and Host L.P.;

Part II Item 7A - Quantitative and Qualitative Disclosures about Market Risk is combined, except for separate discussions of material differences, if any, between Host Inc. and Host L.P.; and

Part II Item 8 - Consolidated Financial Statements and Supplementary Data. While the financial statements themselves are presented separately, the notes to the financial statements generally are combined, except for separate discussions of differences between equity of Host Inc. and capital of Host L.P.

Part II Item 6 - Selected Financial Data;

Part II Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations will be combined, except for a separate discussion of any material differences in the liquidity and capital resources between Host Inc. and Host L.P.

Part II Item 7A - Quantitative and Qualitative Disclosures about Market Risk will be combined, except for separate discussions of any material differences between Host Inc. and Host L.P.

Part II Item 8 - Consolidated Financial Statements and Supplementary Data. While the financial statements themselves are presented separately, the notes to the financial statements are generally combined, except for the following notes:

Equity of Host Inc. / Capital of Host L.P. will be combined, except for separate discussions of differences between equity of Host Inc. and capital of Host L.P.; and

Supplemental Guarantor and Non-Guarantor Information for Host L.P.

This report also includes separate Item 9A. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of Host Inc. and Host L.P. in order to establish that the Chief Executive Officer and the Chief Financial Officer of Host Inc. and the Chief Executive Officer and the Chief Financial Officer of Host Inc. as the general partner of Host L.P. have made the requisite certifications and that Host Inc. and Host L.P. are compliant with Rule 13a-15 or Rule 15d-15 of the Securities ExchangeExchange Act of 1934 and 18 U.S.C. §1350.

The separate discussions of Host Inc. and Host L.P. in this report should be read in conjunction with each other to understand the results of the company on a consolidated basis and how management operates the company.

 

ii



HOST HOTELS & RESORTS, INC. AND HOST HOTELS & RESORTS, L.P.

 

Page

Part I

Page

Item 1.

Business

Business1

1

Item 1A1A.

Risk Factors

18

16

Item 1B.

Unresolved Staff Comments

35

30

Item 2.

Properties

Properties30

35

Item 3.

Legal Proceedings

35

30

Item 4.

Mine Safety Disclosures

Reserved30

35

Part II

 

Item 5.

Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc.

38

32

Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P.

40

34

Item 6.

Selected Financial Data (Host Hotels & Resorts, Inc.)

41

35

Selected Financial Data (Host Hotels & Resorts, L.P.)

42

36

Item 7.

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

43

37

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

88

84

Item 8.

Financial Statements and Supplementary Data

90

88

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

151

137

Item 9A.

Controls and Procedures

151

137

Item 9B.

Other Information

152

137

Part III

 

Item 10.

Directors, Executive Officers and Corporate Governance

152

138

Item 11.

Executive Compensation

152

138

Item 12.

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

152

138

Item 13.

Certain Relationships and Related Transactions, and Director Independence

152

138

Item 14.

Principal Accounting Fees and Services

153

138

Part IV

 

Item 15.

Exhibits and Financial Statement Schedules

153

139

 

iii



PART I

Forward Looking Statements

Our disclosure and analysis in this 20102013 Form 10-K and in Host Inc.’s 20102013 Annual Report to stockholders contain some forward-looking statements that set forth anticipated results based on management’s plans and assumptions. From time to time, we also provide forward-looking statements in other materials we release to the public. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. We have tried, wherever possible, to identify each such statement by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “target,” “forecast” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these forward-looking statements include those relating to future actions, future acquisitions or dispositions, future capital expenditure plans, future performance or results of current and anticipated expenses, interest rates, foreign exchange rates or the outcome of contingencies, such as legal proceedings.

We cannot guarantee that any future results discussed in any forward-looking statements will be realized, although we believe that we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions, including those discussed in Item 1A “Risk Factors.” Should known or unknown risks or uncertainties materialize, or should underlyingunderlying assumptions prove inaccurate, actual results could differ materially from past results and those results anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make or related subjects in our reports on Form 10-Q and Form 8-K that we file withwith the Securities and Exchange Commission (“SEC”). Also note that, in our risk factors, we provide a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business. These are factors that, individually or in the aggregate, we believe could cause our actual results to differ materially from past results and those results anticipated, estimated or projected. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. It is not possible to predict or identify all such risk factors. Consequently, you should not consider the discussion of risk factor discussionfactors to be a complete discussion of all of the potential risks or uncertainties that could affect our business.

Item 1.

Business

Item 1. BusinessHost Inc. was incorporated as a Maryland corporation in 1998 and operates as a self-managed and self-administered REIT. Host Inc. owns properties and conducts operations through Host L.P., of which Host Inc. is the sole general partner and in which it holds approximately 98.7% of the partnership interests (“OP units”) as of December 31, 2013. The remaining partnership interests are owned by various unaffiliated limited partners. Host Inc. has the exclusive and complete responsibility for Host L.P.’s day-to-day management and control.

Consolidated Portfolio

As of February 18, 2011, we have 12014, 2014, our consolidated lodging portfolio consists of 114 primarily luxury and upper-upscale hotels containing approximately 60,000 rooms, with the majority located in the United States, and with 15 of the properties located outside of the U.S. in Canada, New Zealand, Chile, Australia, Mexico and Brazil. We also are developing two hotels in our portfolio, primarily consisting ofRio de Janeiro, Brazil. In addition, we own non-controlling interests in two international joint ventures: a joint venture in Europe, which owns 19 luxury and upper upscale hotels containingwith approximately 63,0006,400 rooms as detailed below:

   Hotels   Rooms 

United States (1)

   104     58,706  

Brazil

   1     245  

Canada

   4     1,643  

Chile

   2     518  

Mexico

   1     312  

New Zealand

   7     1,207  

United Kingdom

   1     266  
          

Total

   120     62,897  
          

(1)Includes properties in 25 statesin France, Italy, Spain, The Netherlands, the United Kingdom, Belgium, Poland, Germany and Sweden; and Washington, D.C.

European Joint Venture

We own a 32.1% interest in a European joint venture that owns 11 luxury and upper upscale hotels containing 3,510 rooms. The hotels owned by the European joint venture are located in the following countries:

   Hotels   Rooms 

Italy

   3     1,053  

Spain

   2     950  

Belgium

   3     537  

United Kingdom

   1     350  

Poland

   1     350  

The Netherlands

   1     270  
          

Total

   11     3,510  
          

We are the general partner of the European joint venture and act as the asset manager for these hotels, as well as an additional 440 room property in Paris, France in exchange for a fee.

Asian Joint Venture

We also own a 25% interest in an Asian joint venture that is in the process of acquiring a 36% interest in a joint venture that is developing seven properties totaling approximately 1,750 rooms in India. The Indian joint venture agreement is contingent upon receiving certain approvals from the government ofAsia/Pacific, which owns one upscale hotel in Australia and minority interests in two operating hotels, one upscale and one midscale, in India which are expected to be completed earlyand five additional hotels in 2011. The properties will be managed by AccorIndia currently under the Pullman, Novotel and ibis brands and we anticipate that we will act as asset manager for these hotels and other Asian joint venture investments. The first hotel, the ibis Bangalore, is expected to opendevelopment. We also hold non-controlling investments in the second quarter of 2011.

Other Real Estate Investments

Our other real estate investments represent less than 1% of255-room Hyatt Place Nashville Downtown in Tennessee, a 131–unit vacation ownership project under development adjacent to our overall assetsHyatt Regency Maui Resort & Spa and less than 5% of our overall revenues. We lease 53 Courtyard bythe Philadelphia Marriott select-service hotels from Hospitality Properties Trust (“HPT”) that are locatedDowntown in 24 stateswhich we sold an 89% ownership interest in the United States. We have given notice that we intend to terminate these leases on December 31, 2012. Additionally, we own €64 million ($87 million) face amount of the two most junior tranches of a mortgage note receivable secured by six hotels in Europe, and have non-controlling interests in three partnerships that own a total of one hotel and a golf course.

Where to Find Additional InformationJanuary 2014.

The address of our principal executive office is 6903 Rockledge Drive, Suite 1500, Bethesda, Maryland, 20817. Our phone number is 240-744-1000. We maintain an internet website at: www.hosthotels.com. Through our website, we make available free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Our website also is a key source of important information about us. We routinely post to the Investor Relations section of our website important information about our business, our operating results and our financial condition and prospects, including, for example, information about material acquisitions and dispositions, our earnings releases and certain supplemental financial information related or complimentary thereto. The website also has a Governance page in the Investor Relations section that includes, among other things, copies of our By-laws, our Code of Business Conduct and Ethics and Conflicts of Interest Policy for our directors, our Code of Business Conduct and Ethics Policy for employees, our Corporate Governance Guidelines and the charters for each standing committee of Host Inc.’s Board of Directors, which currently are the Audit Committee, the Compensation Policy Committee and the Nominating and Corporate Governance Committee. Copies of these charters and policies, Host Inc.’s By-laws and Host L.P.’s partnership agreement are also available in print to stockholders and unitholders upon request to Host Hotels & Resorts, Inc., 6903 Rockledge Drive, Suite 1500, Bethesda, Maryland 20817, Attn: Secretary. Please note that the information contained on our website is not incorporated by reference in, or considered to be a part of, any document, unless expressly incorporated by reference therein.

The discussion of our Business and Properties should be read in conjunction with the accompanying consolidated financial statements and notes thereto contained in Part II Item 8 of this report.

The Lodging Industry

The lodging industry in the United States consists of private and public entities that operate in an extremely diversified market under a variety of brand names. The lodging industry has several key participants:

Owners—own the hotel and typically enter into an agreement for an independent third party to manage the hotel. These properties may be branded and operated under the manager’s brand or branded under a franchise agreement and operated by the franchisee or by an independent hotel manager. The properties also may be operated as an independent hotel by an independent hotel manager.

Owner/Managers—own the hotel and operate the property with their own management team. These properties may be branded under a franchise agreement, operated as an independent hotel or operated under the owner’s brand. We are prohibited from operating and managing hotels under applicable REIT rules.

1

Owners—own the hotel and typically enter into an agreement for an independent third party to manage the hotel. These properties may be branded and operated under the manager’s brand or branded under a franchise agreement and operated by the franchisee or by an independent hotel manager. The properties also may be operated as an independent hotel (unaffiliated with any brand) by an independent hotel manager. We operate as an owner of lodging properties.


 

Owner/Managers—own the hotel and operate the property with their own management team. These properties may be branded under a franchise agreement, operated as an independent hotel (unaffiliated with any brand) or operated under the owner’s brand. We are restricted from operating and managing hotels under applicable REIT rules.

Franchisors—own a brand or brands and strive to grow their revenues by expanding the number of hotels in their franchise system. Franchisors provide their hotels with brand recognition, marketing support and centralized reservation systems for the franchised hotels.

Franchisor/Managers—own a brand or brands and also operate hotels on behalf of the hotel owner or franchisee.

Managers—operate hotels on behalf of the hotel owner, but do not, themselves, own a brand. The hotels may be operated under a franchise agreement or as an independent hotel.

Franchisors—own a brand or brands and strive to grow their revenues by expanding the number of hotels in their franchise system. Franchisors provide their branded hotels with brand recognition, marketing support and centralized reservation systems.

Franchisor/Managers—own a brand or brands and also operate hotels on behalf of the hotel owner or franchisee.

Manager—operate hotels on behalf of the hotel owner, but do not, themselves, own a brand. The hotels may be operated under a franchise agreement or as an independent hotel unaffiliated with any brand.

The hotel manager is responsible for the day-to-day operation of the hotels,hotel, including the employment of hotel staff, the determination of room rates, the development of sales and marketing plans, the preparation of operating and capital expenditure budgets and the preparation of financial reports for the owner. They typically receive fees basedbased on the revenues and profitability of the hotel.

The lodging industry is viewed as consisting of six different segments, each of which caters to a discrete set of customer tastes and needs: luxury, upper upscale, upscale, midscale (with and without food and beverage service) and economy. Our portfolio primarily consists of luxury and upper upscale properties that are located in the central business districts of major cities, near airports and resort/conference destinations, which are operated under internationally recognized brand names such as Marriott, Hyatt, Starwood and Accor (see – “Our Hotel Portfolio”). Revenues earned at our hotels consist of three broad categories: rooms, food and beverage, and other revenues. While approximately 65% of our revenue is generated from room sales, many of our properties feature a variety of amenities that help drive demand and profitability. Our hotels typically include meeting and banquet facilities, a variety of restaurants and lounges, swimming pools, exercise facilities and/or spas, gift shops and parking facilities, the combination of which enable them to serve business, leisure and group travelers.   

The following graphs summarize the composition of the 114 hotels in our consolidated portfolio based on the percentage of revenues represented by our luxury, upper upscale and other categories and by property type:    

2


Our industry is influenced by the cyclical relationship between the supply of and demand for hotel rooms. Lodging demand growth typically is related to the vitality of the overall economy, in addition to local market factors that stimulate travel to specific destinations. In particular, economic indicators such as GDP growth, business investment and employment growth are some of the primary drivers of lodging demand. Between 2003 and 2007, broad growth in the economy led to increases in demand. However, theThe global recession that began in the second half of 2008 and lasted throughout much ofand 2009 resulted in a considerable decline both in both consumer and business spending. In addition to the overall weak GDP performance, high unemploymentspending and low business investment, several other factors, including the uncertainty in the credit markets, weakness in the housing market, and volatile energy and commodity prices contributed to an extremely negative demand environment. As a result, during 2009 the lodging industry experienced its largest year-over-yearsevere decline in demand on record. Duringwithin the lodging industry.  Beginning in 2010, as economic indicators began to improve due to strengthening GDPconditions gradually have stabilized and business investment, although these improvements have been tempered by continued high-unemployment. Whilestrengthened, lodging demand has not recovered fully fromimproved steadily, driven by moderate GDP growth in the steep declines experienced in 2008 and 2009, itU.S. coupled with increasing business investment. The primary demand driver has recovered significantly, led bybeen transient demand from business and leisure travelers. While there is still uncertaintytravelers and, to a much lesser degree, group business.  We expect demand to continue to improve in 2014, as the strengthpotential for growth in group business, and expected continued growth in transient business, could lead to further RevPAR improvements. However, several economic headwinds may hamper lodging demand, including the expected tapering of the current economicU.S. federal reserve bond-buying program known as quantitative easing, the tenuous nature of the Euro Zone recovery, particularly as unemployment remains high, we believe that lodging demand will continue to growthe slow-down in 2011 as the economy continues to recover.

growth in China and general instability in emerging markets.

Lodging supply growth generally is generally driven by overall lodging demand, as extended periods of strong demand growth tend to encourage new development. However, the rate of supply growth also is influenced by a number of additional factors, including the availability of capital, interest rates, constructionconstruction costs and unique market considerations. The relatively long lead-time required to complete the development of hotels makes supply growth relatively easier to forecast than demand growth, but increases the volatility of the cyclical behavior of the lodging industry. As illustrated in the charts below for the U.S. lodging industry, at different points in the cycle, demand and supply may increase or decrease in a dissimilar manner such that demand may increase when there is no new supply or supply may grow when demand is declining. BeginningThe decline in lodging demand during the second halfrecession of 2008 through 2009 and the stress in the credit markets madelack of available financing for new hotel construction extremely difficult to obtain. This, coupled with the decline in lodging demand during 2008 and 2009 due to the global economic recession, caused a significant reduction in new hotel construction starts.development. As a result, supply growth was relatively low in 2010 andthrough 2013. Overall, we expect domestic supply growth to remain constrained in 2014, at approximately 1.5%, which still is below the historical average of approximately 2%. Additionally, we believe that the average supply growth for upper upscale hotels in our markets will be well below historical averages through 2012,approximately 0.9% in 2014.  However, New York City and Washington, D.C. are expected to experience above average growth in supply, which will increase competition in these markets.

We anticipate that demand growth will exceed supply growth in the near term, resulting in continued growth in revenue per available room (“RevPAR”), which is consistent with analysis prepared by Smith Travel Research (STR).

Revenue per available room (“RevPAR”)PKF Hospitality Research. RevPAR is ana commonly used operational measure commonly usedof hotel performance in the hotellodging industry to evaluate hotel performance. RevPAR representscalculated as the product of the average daily room rate charged and occupancy percentage. Occupancy levels in the average dailyupper-upscale market currently are above their 15-year average. Therefore, while there is potential for occupancy achieved, but excludes other revenue generated by a hotel property, such as food and beverage, parking and other guest service revenues.

The charts below detail the historical supply, demand andgrowth, we believe RevPAR growth primarily will be driven by increases in average room rate. However, there can be no assurance that any increases in hotel revenues or earnings at our properties or improvement in margins will continue for the U.S. lodging industry and for the upper upscale segment for 2007 to 2010 and forecast data for 2011. Historical industry trends have indicated that hotels in the upper upscale segment have generally outperformed the lodging industry in termsany number of RevPAR growth over time. reasons, including those discussed above.    

3


Our portfolio primarily consists of upper upscale hotels and, accordingly, its performance is best understood in comparison to the upper upscale segment rather than the entire industry. The charts below detail the historical supply, demand and RevPAR growth for the U.S. lodging industry and for the U.S. upper upscale segment for 2009 to 2013 and forecast data for 2014:

U.S. Lodging Industry Supply, Demand and RevPAR Growth

U.S. upper upscaleUpper Upscale Supply, Demand and RevPAR Growth

 

Business Strategy

Our primary long-term business objective is to provide superior total returns to our equity holders through a combination of appreciation in asset values, growth in earnings and dividend distributions. To achieve this objective, we seek to:

drive operating results at our properties through aggressive asset management;

acquire properties in urban and resort/conference destinations. We will continue to focus on target markets in gateway domestic cities such as New York, Washington, D.C., Boston, Miami, Chicago, Los Angeles, San Francisco, San Diego, Seattle and Hawaii and international cities, such as London, Paris, Munich, Berlin, Madrid, Barcelona, Stockholm,

4


 

Sydney, Tokyo, Rio de Janeiro, São Paulo and Mexico City, which we believe have strong demand generators that appeal to multiple customer segments and have high barriers to entry that limit new supply. While our focus will remain primarily on luxury and upper upscale properties, we will remain opportunistic and may acquire or develop hotels in other lodging segments or markets;

wherever possible, match each property with the appropriate manager and brand affiliation. For the majority of our portfolio, we seek properties that are franchised or operated by leading management companies as we believe their wide-spread brand recognition and brand loyalty programs can maximize demand. We will also look for opportunities to enhance flexibility in our management agreements which can increase the market value of the property;

strategically invest in major redevelopment and return on investment (“ROI”) projects in order to maximize the inherent value in our portfolio;

maintain a strong balance sheet with a low leverage level and balanced debt maturities in order to minimize our cost of capital and to maximize our financial flexibility in order to take advantage of opportunities throughout the lodging cycle;

expand our global portfolio holdings and revenue sources through joint ventures or direct acquisitions that diversify our investments; and

recycle capital through the disposition of assets to better align our portfolio within our target gateway markets. We also may opportunistically dispose of hotels to take advantage of market conditions or in situations where the hotels are at a competitive risk.

Acquire properties in urban and resort/conference destinations that are operated by leading management companies. These investments primarily will be located in gateway cities with significant appeal to multiple customer segments. While we will continue to focus on luxury and upper upscale hotel properties inSince 2002, the percentage of revenues from our target markets we intendin the U.S. and internationally has increased from approximately 55% to expand75%. The following graph summarizes the composition of our investments to include midscaleconsolidated hotels by market based on percentage of revenues (which excludes properties owned by our European and upscale properties, particularly in international markets;Asia/Pacific joint ventures):  

    

Strategically invest in major repositioningAcquisitions and return on investment (“ROI”) projects in order to maximize the inherent value in our portfolio;

Drive operating results at our properties through aggressive asset management;

Maintain a strong balance sheet with a low leverage level and balanced debt maturities in order to minimize the cost of capital and to maximize our financial flexibility in order to take advantage of opportunities throughout the lodging business cycle;

Expand our global portfolio holdings and revenue sources through joint ventures or direct acquisitions that diversify our investments; and

Dispose of non-core assets, including hotels that are at a competitive risk or that are located in suburban or slower-growth markets.

DevelopmentAcquisitions. Our acquisition strategy focuses on acquiring hotel properties domestically and internationallyhotels at attractive yields that exceed our cost of capital. Domestically,capital in our core acquisition strategytarget markets. As discussed above, these markets consist of gateway cities in the U.S. and in key international cities that are positioned to attract premium corporate, leisure and international travelers, and have significant barriers to entry.  Based on historical trends, we believe these markets will continue tohave favorable long-term supply and demand dynamics and consequently better potential for revenue growth.  In the U.S., we will focus primarily on acquiring upper upscale and luxury hotel properties locatedhotels at prices below replacement cost and, secondarily, developing midscale and upscale hotels with strategic partners, in target markets. Our efforts in Europe will include the central business districtsacquisition of key gateway cities with high barriers to entry as, historically, these properties have demonstrated higher RevPAR growth. In addition, we also are

evaluating opportunities to develop upscale and midscale hotels in similar locations in order to leverage our growth strategy. In the European market, our acquisition targets will continue to be concentrated in the upper upscale and luxury segments.hotels in our target markets through our European joint venture. In the fast-growing emerging markets, primarily Asia-Pacific

5


Asia/Pacific and SouthLatin America (particularly Brazil), in addition to acquiringregions, we will concentrate both on the acquisition of upper upscale properties, we also will pursueand luxury hotels and the acquisition or development of midscale and upscale hotels asin our target markets, which we believemay look to acquire directly or through joint ventures with strategic partners. We may acquire additional properties through various structures, including transactions involving single assets, portfolios, joint ventures and acquisitions of the limited supplysecurities or assets of quality lodging products in these markets creates an opportunity for solid returns on this type of investment.other REITs.   

Value Enhancement Initiatives. We look for opportunities to take advantageenhance the value of the lodging cycle’s effect on property valuations in order to maximize the potentialour portfolio by identifying and executing strategies designed to achieve returns in excessthe highest and best use of our costproperties. These projects have included the development of capital and to diversify our risk.timeshare, office space or condominium units on excess land, redevelopment or expansion of existing retail space, the purchase or extension of ground leases, the acquisition of air rights or development entitlements or the restructuring of management agreements. We believe that we are currently in the early stagessuccessful execution of a growth period inthese projects will create significant value for the lodging cycle which began in the first half of 2010, and we will continue to seek to opportunistically acquire high-quality lodging properties consistent with our investment strategy.company.    

Repositioning,Redevelopment and Return on Investment Projects and Value Enhancement Projects. Projects. We pursue opportunities to enhance asset value by completing select capital improvements outside the scope of typicalrecurring renewal and replacementreplacement capital expenditures. In a typical year, these investments may represent 50% or more of our capital expenditures.

Repositioning and Acquisition Investments.We strive to optimally position our properties within their respective markets in order to maximize their earnings potential. To that end, we will complete major capital projects that may reposition the property within their competitive set. These projects include, for example, significant renovations of guest rooms, lobbies or food and beverage platforms and expanding ballroom, spa or conference facilities. These projects are designed to take advantage of changing market conditions and the favorable location of our properties to increase profitability and enhance customer satisfactionsatisfaction. We also evaluate our capital expenditures projects based on their environmental impact. In collaboration with our hotel managers, we evaluate new products and increase profitability. Similarly,systems designed to optimize energy performance and reduce water consumption. Many of these sustainability projects include the renewal and replacement of systems and equipment reaching the end of its life cycle with more efficient solutions and incorporating sustainable materials and construction practices within renovation projects. We also invest in conjunctionbuilding infrastructure projects that mitigate potential risks associated with extreme weather events or climate change. Our capital expenditures projects generally fall into the following categories:  

Redevelopment projects. These projects are designed to optimally position our hotels within their markets and competitive set. Redevelopment projects include extensive renovations of guest rooms, including bathrooms, lobbies, food and beverage outlets, expanding ballroom and meeting rooms, and major mechanical system upgrades.

Targeted Return on Investment projects. These ROI projects often are smaller and focused on specific areas, such as converting unprofitable or underutilized space into meeting space, adding guestrooms or implementing a building automation system.

Acquisition Capital Expenditures Projects. In connection with the acquisition of a property, we often will have aprepare capital and operational improvement plan in place that we consider inplans designed to improve profitability and enhance the overall evaluationguest experience. These projects may include required renewal and replacement projects, significant redevelopment and even re-branding of the investment that we believe will enhance the profitability of the hotel.

Return on Investment Projects.We also will complete various projects at our properties that are intended to improve the operating performance of the property. These projects are often smaller, more targeted projects that focus on specific areas, such as adding/renovating spa, restaurant, or meeting space or that are designed to enhance energy efficiency. In certain instances, these ROI projects have coincided with the timing of regular maintenance cycles, where we have used the opportunity to significantly improveproperty and upgrade the hotel. We also consider the environmental and social impacts of our business operations when planning our capital projects. Working closely with our managers, our design and construction and asset management teams invest in the most energy efficient and sustainable technologies whenever feasible. Examples are: tri-generation plants; laundry waste water recycling systems; EPA ENERGY STAR® qualified appliances and electronics; EPA WaterSense® labeled plumbing fixtures; energy efficient lighting; sustainable construction practices; and materials made from recycled content. We also fund our management companies’ sustainability initiatives and encourage the achievement of LEED® and other green or state level certifications at our hotels.

Value enhancement projects. We seek opportunities to enhance the value of our portfolio by identifying and executing strategies that maximize the highest and best use of all aspects of our properties, such as the development of timeshare or condominium units on excess land, or the acquisition of air rights or developer entitlements that add value to our portfolio or enhance the value in the event that we sell the property.

Asset Management. As Host Inc. is the largest REIT owner of luxury and upper upscale properties in the U.S., we are inrepresent a unique position to work with the managers of our hotels in order to maximize revenues, while minimizing operating costs. The size and composition of our portfolio and our affiliation with most of the leading operators and brands in the industry allow us to benchmark similar hotels and identify best practices and identify efficiencies that can be implemented at our properties. Areas of focus include enhancing revenue management for rooms, food and beverage and other services, reducing operating costs and identifying operating efficiencies, all of which improve the long-term profitability of the hotel.

Another key component of our asset management strategy focuses on maintaining our high standards for product qualitydecision to invest in ordera hotel and typically are completed within two to maintainthree years of acquisition.

Renewal and enhance our competitiveness in the marketplace.Replacement Capital Expenditures. We work closely with our managers to ensure that renewal and replacement capital expenditures are spent efficiently in order to maximize the

profitability of the hotel.hotel, while minimizing disruption to operations. Typically, room refurbishmentsrenovations occur at intervals of approximately seven years, but the timing may vary based on the type of property and equipment being replaced. These refurbishments generally are divided into the following types: soft goods, case goods, bathroom and infrastructure. Soft goods include items such as carpeting, bed spreads, curtains and wall vinyl and may require more frequent updates in order to maintain brand quality standards. Case goods include items such as dressers, desks, couches, restaurant and meeting room chairs and tables and generally are generally not replaced as frequently. Bathroom renovations include the replacement of tile, vanity, lighting and plumbing fixtures. Infrastructure includes the physical plant of the hotel, including the roof, elevators, façade and fire systems,systems.

Asset Management. As the owner of a diverse portfolio of properties, we are in a unique position to work with our managers to maximize revenues, while minimizing operating costs. The size and composition of our portfolio and our affiliation with most of the leading operators and brands in the industry allow us to benchmark similar hotels and identify best practices and efficiencies that can improve the long-term profitability of our hotelsby driving group business which are regularly maintainedallows our operators to shift the mix of business to the higher-rated transient segments. We also carefully evaluate our management and then replaced atfranchise agreements prior to the endacquisition of their useful lives.a new hotel or upon termination of an existing contract. This may include obtaining franchise rights for hotels and hiring an independent operator to manage the hotel, which may be more efficient for some hotels, while still maintaining the brand recognition of the existing manager. See “—Operational Agreements” for further discussion.  

Capital structure and liquidity profile. As In order to maintain its qualification as a REIT, Host Inc. is required to distribute 90% of its taxable income (other than net capital gain) to its stockholders and, as a result, generally must relyrelies on external sources of capital, as well as cash from operations, to finance growth. We use a variety of debt and equity instruments in order to fund our external growth, including senior notes and mortgage debt, exchangeable debentures, common and preferred stock offerings, issuances of Host L.P. partnershipOP units and joint ventures/limited partnerships to best take advantage of the prevailing market conditions. While we may issue debt at any time, in order to take advantage of favorable market conditions, management believes it is prudent, over time, to continue totarget a leverage ratio of approximately 3.0x debt-to-EBITDA. We believe that lower leverage reduces our leverage level, as we believe lower overall leverage will reduce our cost of capital and our earnings volatility and provideincreases our access to capital, thereby providing us with

6


the necessary flexibility to take advantage of opportunities throughout the lodging cycle, which we consider a key competitive advantage. In the near-term, as acquisition opportunities become available, we may look to fund the majority of our investments with proceeds from equity offerings. Also, later in the lodging cycle, we may look to sell assets at opportunistic pricing levels and use the proceeds to further pay down debt or otherwise reinvest the proceeds.

We also lookseek to structure our debt profile to allow us to access different forms of financing, primarily senior notes and exchangeable debentures, as well as mortgage debt.debt (particularly outside of the U.S. when debt is priced reasonably and can be denominated in the local currency). Generally, this means we will look to minimize the number of assets that are encumbered by mortgage debt, minimize near-term maturities and maintain a balanced maturity schedule.

Joint Ventures.We expect to continue to utilize joint ventures to finance external growth. We believe joint ventures provide a significant means to access external capital and spread the inherent risk of hotel ownership. Our primary focus for joint ventures is in international markets, such as in Europe and Asia, which will helphelps to diversify exposure to market risk. We may also explore joint venture opportunities in North America and Latin America.

Dispositions.Our disposition strategy focusesis aligned with our overall portfolio focus to reallocate our investments to target gateway markets. Generally, our dispositions will be focused on secondary or tertiary markets, or as part of our strategy to limit our total investment within individual markets. We may dispose of assets in our target markets through direct sales or through the creation of joint ventures when we have the opportunity to capitalize on value enhancement strategies and apply the proceeds to other business objectives. Additionally, we will dispose of properties where we believe the potential for growth is constrained or on properties with significant capital expenditure requirements where we do not believe we would generate a significant return on the investment. Primarily, these properties are located in secondary and tertiary markets, as opposed to our target markets of urban and resort locations. However, we also may dispose of core assets when we have the opportunity to capitalize on value enhancement strategies and apply the proceeds to other business objectives. Proceeds from dispositions are deployed to repay debt or fund acquisitions and/or fundand ROI/repositioningredevelopment projects.

Corporate Responsibility

Host’s sustainabilitycorporate responsibility strategy integrates fiscal, responsibility with environmental and social responsibility.elements at both the corporate and portfolio levels. Our continuing objectivecorporate responsibility program focuses on the following themes and objectives:

Responsible Investment: invest in proven sustainability practices that create and drive value;

Environmental Stewardship: monitor and improve the resource efficiency and environmental footprint of our properties; and

Corporate Citizenship: strengthen local communities through financial support, community engagement and volunteer service.

Management and Governance. Our corporate responsibility program is to reduce overall carbon emissions, energy consumption, water use and waste generation in our hotels. We seek to achieve results through capital investments, including the implementation of state-of-the-art technologies, innovative systems, and encouraging our managers to adopt sustainable operational procedures. Our sustainability corporate practices address property design and renovation with coordinated effortsmanaged by our operatorsCorporate Responsibility team and our own internal development, designgoverned by the Nominating and construction teams. We also supportCorporate Governance Committee of the achievementBoard of LEED® Existing Building, Green Seal, and other recognized green certifications at our hotels.Directors.

Operating Structure

Operating Structure

Host Inc. operates through an umbrella partnership REIT structure in which substantially all of its properties and assets are held by Host L.P., of which Host Inc. is the sole general partner and holds approximately 98.4%98.7% of the outstanding OP units. As a result of the stock dividend issued by Host Inc. in December 2009, which affected the conversion ratio of OP units as of December 31, 2013. A REIT is a corporation that has elected to Host Inc. common stock, eachbe treated as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”), and that meets certain ownership, organizational and operating requirements set forth under the Code. In general, through payments of dividends to stockholders, a REIT is permitted to reduce or eliminate federal income taxes at the corporate level. Each OP unit owned by holders other than Host Inc. is

redeemable, at the option of the holder, for an amount of cash equal to the market value of one share of Host Inc. common stock multiplied by a factor of 1.021494 (as opposed to(rather than a conversion factor of 1 share/OP unit that existed prior to the December 2009 stock dividend). Host Inc. has the right however, to acquire any OP unit offered for redemption directly from the holder in exchange for 1.021494 shares of Host Inc. common stock instead of Host L.P. redeeming such OP unit for cash. Additionally, for every share of common stock issued by Host Inc., Host L.P. will issue .97895 OP units to Host Inc. As of December 31, 2010, there were 675.6 million outstanding common shares of Host Inc. and Host Inc. owned 661.4 million units of Host L.P. Additionally,2013, non-controlling limited partners held 10.59.5 million OP units, which were convertible into 10.79.7 million Host Inc. common shares. Assuming that all OP units held by non-controlling interestslimited partners were converted into common shares, there would have been 686.3764.5 million common shares of Host Inc. outstanding at December 31, 2010. When distinguishing between Host Inc. and Host L.P., the primary difference is the approximately 1.6% of OP units not held by Host Inc. as of February 18, 2011. See “Management’s Discussion and Analysis and Results of Operations—Liquidity and Capital Resources—Distribution/Dividend Policy”.2013.

7


Our operating structure is as follows:

Because Host Inc. ishas elected to be treated as a REIT, certain tax laws limit the amount of “non-qualifying” income that Host Inc. and Host L.P. can earn, including income derived directly from the operation of hotels. As a result, we lease substantially all of our consolidated properties to certain of our subsidiaries designated as taxable REIT subsidiaries (“TRS”) for federalfederal income tax purposes or to third party lessees. Our TRS are subject to income tax and are therefore not limited as to the amount of non-qualifying income they can generate. The lessees and ourOur TRS enter into agreements with third parties to manage the operations of the hotels. Our TRS also may own assets engaging in other activities that produce non-qualifying income, such as the development of timeshare or condominium units, subject to certain restrictions. The difference between the hotels’ net operating cash flow and the aggregate rents paid to Host L.P. is retained by our TRS as taxable income. Accordingly, the net effect of the TRS leases is that, while, as a REIT, Host Inc. generally is generally exempt from federal income tax to the extent that it meets specific distribution requirements, among other REIT requirements, a portion of the net operating cash flow from our properties is subject to federal, state and, if applicable, foreign income tax.

Our Hotel Portfolio

As of February 14, 2014, we owned a portfolio of 114 hotel properties, of which 99 are located in the United States and 15 are located in Australia, Brazil, Canada, Chile, Mexico and New Zealand. Our consolidated hotels located outside the United States collectively contain approximately 3,826 rooms. Approximately 5% of our revenues were attributed to the operations of these foreign properties in each of 2013, 2012 and 2011, respectively. We also are developing two hotel properties in Brazil.

Our Hotel Propertiesconsolidated

Overview. We have 120 hotels in our portfolio, primarily consistingconsist of luxury and upper upscale properties. TheseAll of our hotels generally are generally located in the central business districts of major cities, near airports andor in resort/conference destinations that, because of their locations, typically benefit from barriers to entry for new supply. These properties typically include meeting and banquet facilities, a varietyThirty-nine of restaurants and lounges, swimming pools, exercise facilities and/or spas, gift shops and parking facilities, the combination of which enable them to serve business, leisure and group travelers. Forty-four of our owned hotels, representing approximately 65%63% of our revenues, have in excess of 500 rooms.  The average age of our properties is 2830 years, although substantially all of the properties have benefited from significant renovations or major additions, as well as regularly scheduled renewal and replacement and other capital improvements.

8


By Brand. The following charttable details our consolidated hotel portfolio by brand as of February 18, 2011:14, 2014:

 

 

Number

 

 

 

 

 

 

Percentage of

 

Brand

  Number
of Hotels
   Rooms   Percentage of
Revenues(1)
 

 

of Hotels

 

 

Rooms

 

 

Revenues (1)

 

Marriott

   67     38,311     58

 

 

57

 

 

 

31,431

 

 

 

49.2

%

Ritz-Carlton

   8     3,025     8  

 

 

7

 

 

 

2,684

 

 

 

7.2

 

Starwood:

      

 

 

 

 

 

 

 

 

 

 

 

 

Westin

 

 

13

 

 

 

6,900

 

 

 

11.2

 

Sheraton

   7     5,585     9  

 

 

8

 

 

 

6,044

 

 

 

9.7

 

Westin

   12     6,126     9  

W

   3     1,379     3  

 

 

3

 

 

 

1,390

 

 

 

3.2

 

Le Méridien

   1     266     —    

St. Regis

   1     232     1  

 

 

1

 

 

 

232

 

 

 

0.6

 

The Luxury Collection

   1     139     —    

 

 

1

 

 

 

139

 

 

 

0.1

 

Hyatt

   6     3,856     7  

 

 

9

 

 

 

6,809

 

 

 

11.9

 

Fairmont

   1     450     1  

Four Seasons

   2     608     1  

Hilton/Embassy Suites

   2     678     1  

 

 

3

 

 

 

1,041

 

 

 

1.6

 

Swissôtel

   1     661     1  

 

 

1

 

 

 

661

 

 

 

1.1

 

Four Seasons

 

 

1

 

 

 

364

 

 

 

1.0

 

Fairmont

 

 

1

 

 

 

450

 

 

 

1.8

 

Delta

   1     374     1  

 

 

1

 

 

 

374

 

 

 

0.4

 

Accor

      

Accor:

 

 

 

 

 

 

 

 

 

 

 

 

ibis

   3     455     —    

 

 

3

 

 

 

455

 

 

 

0.3

 

Novotel

   4     752     —    

 

 

4

 

 

 

713

 

 

 

0.6

 

Other

 

 

1

 

 

 

151

 

 

 

0.1

 

            

 

 

114

 

 

 

59,838

 

 

 

100

 

   120     62,897     100
            

  

(1)

Percentage of revenues is based on 2010forecast 2014 revenues. No individual property contributed more than 7% of total revenues in 2010.2013.

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Hotel PropertiesBy Location. The following table sets forthdetails the location and number of rooms ofat our 120consolidated hotels as of February 18, 2011:14, 2014:

Location

 

Rooms

 

 

Location

 

Rooms

 

Arizona

 

 

 

 

 

Illinois

 

 

 

 

Scottsdale Marriott Suites Old Town

 

 

243

 

 

Chicago Marriott Suites Downers Grove

 

 

254

 

Scottsdale Marriott at McDowell Mountains

 

 

266

 

 

Chicago Marriott O'Hare

 

 

470

 

The Ritz-Carlton, Phoenix

 

 

281

 

 

Chicago Marriott Suites O’Hare

 

 

256

 

The Westin Kierland Resort & Spa

 

 

732

 

 

Courtyard Chicago Downtown/River North

 

 

337

 

California

 

 

 

 

 

Embassy Suites Chicago-

 

 

 

 

Coronado Island Marriott Resort & Spa (1)

 

 

300

 

 

Downtown/Lakefront

 

 

455

 

Costa Mesa Marriott

 

 

253

 

 

Swissôtel Chicago

 

 

661

 

JW Marriott Desert Springs Resort & Spa

 

 

884

 

 

The Westin Chicago River North

 

 

424

 

Hyatt Regency San Francisco Airport

 

 

789

 

 

Indiana

 

 

 

 

Manchester Grand Hyatt San Diego (1)

 

 

1,628

 

 

Sheraton Indianapolis Hotel at Keystone

 

 

 

 

Manhattan Beach Marriott (1)

 

 

385

 

 

Crossing (1)

 

 

395

 

Marina del Rey Marriott (1)

 

 

370

 

 

The Westin Indianapolis

 

 

573

 

Newport Beach Marriott Hotel & Spa

 

 

532

 

 

Louisiana

 

 

 

 

Newport Beach Marriott Bayview

 

 

254

 

 

New Orleans Marriott

 

 

1,329

 

San Diego Marriott Marquis & Marina (1)

 

 

1,360

 

 

Maryland

 

 

 

 

San Diego Marriott Mission Valley

 

 

350

 

 

Gaithersburg Marriott Washingtonian Center

 

 

284

 

San Francisco Marriott Fisherman’s Wharf

 

 

285

 

 

Massachusetts

 

 

 

 

San Francisco Marriott Marquis (1)

 

 

1,500

 

 

Boston Marriott Copley Place

 

 

1,144

 

San Ramon Marriott (1)

 

 

368

 

 

Hyatt Regency Cambridge, Overlooking Boston

 

 

470

 

Santa Clara Marriott (1)

 

 

759

 

 

Sheraton Boston Hotel

 

 

1,220

 

Sheraton San Diego Hotel & Marina (1)

 

 

1,053

 

 

Sheraton Needham Hotel

 

 

247

 

The Powell Hotel

 

 

151

 

 

The Westin Waltham-Boston

 

 

346

 

The Ritz-Carlton, Marina del Rey (1)

 

 

304

 

 

Minnesota

 

 

 

 

The Westin Los Angeles Airport (1)

 

 

740

 

 

Minneapolis Marriott City Center (1)

 

 

583

 

The Westin Mission Hills Resort & Spa

 

 

512

 

 

Missouri

 

 

 

 

The Westin South Coast Plaza, Costa Mesa (2)

 

 

390

 

 

Kansas City Airport Marriott (1)

 

 

384

 

Colorado

 

 

 

 

 

New Jersey

 

 

 

 

Denver Marriott Tech Center Hotel

 

 

628

 

 

Newark Liberty International Airport Marriott (1)

 

 

591

 

Denver Marriott West (1)

 

 

305

 

 

Park Ridge Marriott (1)

 

 

289

 

The Westin Denver Downtown

 

 

430

 

 

Sheraton Parsippany Hotel

 

 

370

 

Florida

 

 

 

 

 

New York

 

 

 

 

Tampa Airport Marriott (1)

 

 

298

 

 

New York Marriott Downtown

 

 

497

 

Harbor Beach Marriott Resort & Spa (1)(3)

 

 

650

 

 

New York Marriott Marquis

 

 

1,957

 

Hilton Singer Island Oceanfront Resort

 

 

222

 

 

Sheraton New York Times Square Hotel

 

 

1,780

 

Miami Marriott Biscayne Bay (1)

 

 

600

 

 

The Westin New York Grand Central

 

 

774

 

Orlando World Center Marriott

 

 

2,000

 

 

W New York

 

 

696

 

Tampa Marriott Waterside Hotel & Marina

 

 

719

 

 

W New York – Union Square (3)

 

 

270

 

The Ritz-Carlton, Amelia Island

 

 

446

 

 

North Carolina

 

 

 

 

The Ritz-Carlton, Naples

 

 

450

 

 

Greensboro-High Point Marriott Airport (1)

 

 

299

 

The Ritz-Carlton Golf Resort, Naples

 

 

295

 

 

Ohio

 

 

 

 

Georgia

 

 

 

 

 

Dayton Marriott

 

 

399

 

Atlanta Marriott Suites Midtown (1)

 

 

254

 

 

The Westin Cincinnati (1)

 

 

456

 

Atlanta Marriott Perimeter Center

 

 

341

 

 

Pennsylvania

 

 

 

 

Grand Hyatt Atlanta in Buckhead

 

 

439

 

 

Four Seasons Hotel Philadelphia

 

 

364

 

JW Marriott Atlanta Buckhead

 

 

371

 

 

Philadelphia Airport Marriott (1)

 

 

419

 

The Ritz-Carlton, Buckhead

 

 

510

 

 

Tennessee

 

 

 

 

The Westin Buckhead Atlanta

 

 

365

 

 

Sheraton Memphis Downtown

 

 

600

 

Hawaii

 

 

 

 

 

Texas

 

 

 

 

Hyatt Regency Maui Resort & Spa

 

 

806

 

 

Houston Airport Marriott at George Bush

 

 

 

 

The Fairmont Kea Lani, Maui

 

 

450

 

 

Intercontinental (1) (3)

 

 

565

 

Hyatt Place Waikiki Beach

 

 

426

 

 

Houston Marriott at the Texas Medical Center (1)

 

 

394

 

 

 

 

 

 

 

 

 

 

 

 

10


Location

 

Rooms

 

 

Location

 

Rooms

 

Texas (continued)

 

 

 

 

 

Australia

 

 

 

 

JW Marriott Houston

 

 

515

 

 

Hilton Melbourne South Wharf (1) (3)

 

 

364

 

San Antonio Marriott Rivercenter (1)

 

 

1,001

 

 

Brazil

 

 

 

 

San Antonio Marriott Riverwalk (1)

 

 

512

 

 

JW Marriott Hotel Rio de Janeiro

 

 

245

 

The St. Regis Houston

 

 

232

 

 

Canada

 

 

 

 

Virginia

 

 

 

 

 

Calgary Marriott

 

 

384

 

Hyatt Regency Reston

 

 

518

 

 

Delta Meadowvale Hotel & Conference Centre

 

 

374

 

Key Bridge Marriott (1)

 

 

582

 

 

Toronto Marriott Downtown Eaton Centre Hotel (1)

 

 

461

 

Residence Inn Arlington Pentagon City

 

 

299

 

 

Chile

 

 

 

 

The Ritz-Carlton, Tysons Corner (1)

 

 

398

 

 

San Cristobal Tower, Santiago

 

 

139

 

Washington Dulles Airport Marriott (1)

 

 

368

 

 

Sheraton Santiago Hotel & Convention Center

 

 

379

 

Westfields Marriott Washington Dulles

 

 

336

 

 

Mexico

 

 

 

 

Washington

 

 

 

 

 

JW Marriott Hotel Mexico City (3)

 

 

312

 

Seattle Airport Marriott

 

 

459

 

 

New Zealand

 

 

 

 

The Westin Seattle

 

 

891

 

 

Novotel Auckland Ellerslie

 

 

147

 

W Seattle

 

 

424

 

 

ibis Ellerslie

 

 

100

 

Washington, D.C.

 

 

 

 

 

Novotel Wellington

 

 

139

 

Grand Hyatt Washington

 

 

897

 

 

ibis Wellington

 

 

200

 

Hyatt Regency Washington on Capitol Hill

 

 

836

 

 

Novotel Queenstown Lakeside

 

 

273

 

JW Marriott Washington D.C.

 

 

772

 

 

Novotel Christchurch Cathedral Square (1)

 

 

154

 

The Westin Georgetown, Washington, D.C.

 

 

267

 

 

ibis Christchurch (1)

 

 

155

 

Washington Marriott at Metro Center

 

 

459

 

 

Total

 

 

59,838

 

 

 

 

 

 

 

 

 

 

 

 

 

Location

Rooms

Arizona

Scottsdale Marriott Suites Old Town

243

Scottsdale Marriott at McDowell Mountains

270

The Ritz-Carlton, Phoenix

281

The Westin Kierland Resort & Spa

732

California

Coronado Island Marriott Resort (1)

300

Costa Mesa Marriott

253

JW Marriott Desert Springs Resort & Spa

884

Hyatt Regency San Francisco, Burlingame

789

Manhattan Beach Marriott (1)

385

Marina del Rey Marriott (1)

370

Newport Beach Marriott Hotel & Spa

532

Newport Beach Marriott Bayview

254

San Diego Marriott Hotel & Marina (1)

1,360

San Diego Marriott Mission Valley

350

San Francisco Airport Marriott

685

San Francisco Marriott Fisherman’s Wharf

285

San Francisco Marriott Marquis (1)

1,499

San Ramon Marriott (1)

368

Santa Clara Marriott (1)

759

Sheraton San Diego Hotel & Marina (1)

1,053

The Ritz-Carlton, Marina del Rey (1)

304

The Ritz-Carlton, San Francisco

336

The Westin Los Angeles Airport (1)

740

The Westin Mission Hills Resort & Spa

512

The Westin South Coast Plaza (2)

390

Colorado

Denver Marriott Tech Center Hotel

628

Denver Marriott West (1)

305

The Westin Denver Downtown

430

Connecticut

Hartford Marriott Rocky Hill (1)

251

Florida

Tampa Airport Marriott (1)

296

Harbor Beach Marriott Resort & Spa (1)(3)

650

Hilton Singer Island Oceanfront Resort

223

Miami Marriott Biscayne Bay (1)

600

Orlando World Center Marriott Resort & Convention Center

2,000

Tampa Marriott Waterside Hotel & Marina

719

The Ritz-Carlton, Amelia Island

444

The Ritz-Carlton, Naples

450

The Ritz-Carlton Golf Resort, Naples

295

Georgia

Atlanta Marriott Marquis

1,663

Atlanta Marriott Suites Midtown (1)

254

Atlanta Marriott Perimeter Center

400

Location

Rooms

Georgia (cont.)

Four Seasons Hotel Atlanta

244

Grand Hyatt Atlanta in Buckhead

439

JW Marriott Hotel Buckhead Atlanta

371

The Ritz-Carlton, Buckhead

517

The Westin Buckhead Atlanta

365

Hawaii

Hyatt Regency Maui Resort & Spa on

Kaanapali Beach

806

The Fairmont Kea Lani Maui

450

Illinois

Chicago Marriott Suites Downers Grove

254

Chicago Downtown Courtyard River North

337

Chicago Marriott O’Hare

681

Chicago Marriott Suites O’Hare

256

Embassy Suites Chicago-Downtown/Lakefront

455

Swissôtel Chicago

661

The Westin Chicago River North

424

Indiana

Sheraton Indianapolis Hotel & Suites (1)

560

South Bend Marriott

298

The Westin Indianapolis

573

Louisiana

New Orleans Marriott

1,329

Maryland

Gaithersburg Marriott Washingtonian Center

284

Massachusetts

Boston Marriott Copley Place (1)

1,145

Hyatt Regency Cambridge

470

Sheraton Boston Hotel

1,220

Sheraton Needham Hotel

247

The Westin Waltham-Boston

346

Minnesota

Minneapolis Marriott City Center (1)

583

Missouri

Kansas City Airport Marriott (1)

384

New Hampshire

Courtyard Nashua

245

New Jersey

Newark Liberty International Airport Marriott (1)

591

Park Ridge Marriott (1)

289

Sheraton Parsippany Hotel

370

New York

New York Marriott Downtown

497

New York Marriott Marquis Times Square (4)

1,949

Sheraton New York Hotel & Towers

1,756

W New York

685

Location

Rooms

New York (cont.)

W New York – Union Square (3)

270

North Carolina

Greensboro-Highpoint Marriott Airport (1)

299

Ohio

Dayton Marriott

399

The Westin Cincinnati (1)

456

Oregon

Portland Marriott Downtown Waterfront

503

Pennsylvania

Four Seasons Hotel Philadelphia

364

Philadelphia Airport Marriott (1)

419

Philadelphia Marriott Downtown (3)

1,408

Tennessee

Memphis Marriott Downtown

600

Texas

Dallas/Addison Marriott Quorum by the Galleria

547

Houston Airport Marriott (1)

565

Houston Marriott at the Texas Medical Center (1)

386

JW Marriott Hotel Houston Galleria

515

San Antonio Marriott Rivercenter (1)

1,001

San Antonio Marriott Riverwalk (1)

512

St. Regis Hotel, Houston

232

Virginia

Hyatt Regency Reston

518

Key Bridge Marriott (1)

582

Arlington Pentagon City Residence Inn

299

The Ritz-Carlton, Tysons Corner (1)

398

Washington Dulles Airport Marriott (1)

368

Westfields Marriott Washington Dulles

336

Washington

Seattle Airport Marriott

459

Location

Rooms

Washington (cont.)

The Westin Seattle

891

W Seattle

424

Washington, D.C.

Hyatt Regency Washington on Capitol Hill

834

JW Marriott Washington DC

772

Marriott at Metro Center

459

The Westin Georgetown, Washington, D.C.

267

Brazil

JW Marriott Rio de Janeiro

245

Canada

Calgary Marriott

384

Delta Meadowvale Resort & Conference Centre

374

Toronto Marriott Airport (3)

424

Toronto Marriott Downtown Eaton Centre (1)

461

Chile

San Cristobal Tower, Santiago

139

Sheraton Santiago Hotel & Convention Center

379

Mexico

JW Marriott Hotel Mexico City (3)

312

New Zealand

Novotel Auckland Ellerslie

147

ibis Ellerslie

100

Novotel Wellington

139

ibis Wellington

200

Novotel Queenstown Lakeside

273

Novotel Christchurch Cathedral Square

193

ibis Christchurch

155

United Kingdom

Le Méridien Piccadilly (2)

266

Total

62,897

(1)The land on which this hotel is built is leased from a third party under one or more long-term lease agreements.

(2)

The land, building and improvements are leased from a third party under a long-term lease agreement.

(3)

This property is not wholly owned.

Other Real Estate Interests

In addition to our consolidated hotel portfolio, we also own non-controlling interests in several entities that, as of February 14, 2014, owned, or owned an interest in, 24 hotel properties, as detailed below. The operations of the properties owned by these entities are not consolidated and are included in equity in earnings in our consolidated results of operations.

European Joint Venture. We own a general and limited partnership interest in a joint venture in Europe (“Euro JV”) with APG Strategic Real Estate Pool NV, an affiliate of a Dutch Pension Fund, and Jasmine Hotels Pte Ltd, an affiliate of the real estate investment company of the Government of Singapore Investment Corporation Pte Ltd (“GIC RE”). The Euro JV consists of two funds, which we refer to as Euro JV Fund I and Euro JV Fund II. We hold a 32.0% limited partner interest and a 0.1% general partner interest in Euro JV Fund I and a 33.3% limited partner interest and a 0.1% general partner interest in Euro JV Fund II. A subsidiary of Host L.P. acts as the asset manager for the hotels owned by the Euro JV, as well as for one hotel in Paris, France, in exchange for a fee. As of February 14, 2014, the Euro JV owns the following hotels:

(4)

Hotel

This

City

Country

Rooms/Units

Fund I:

Hotel Arts Barcelona

Barcelona

Spain

483

The Westin Palace, Madrid

Madrid

Spain

467

Sheraton Roma Hotel & Conference Center

Rome

Italy

640

The Westin Palace, Milan

Milan

Italy

227

The Westin Europa & Regina

Venice

Italy

185

Renaissance Brussels Hotel

Brussels

Belgium

262

Brussels Marriott Hotel

Brussels

Belgium

221

Marriott Executive Apartments

Brussels

Belgium

56

Crowne Plaza Hotel Amsterdam City Centre

Amsterdam

The Netherlands

270

Sheraton Skyline Hotel & Conference Centre

Hayes

United Kingdom

350

Sheraton Warsaw Hotel & Towers

Warsaw

Poland

350

Fund I total rooms

3,511

11


Hotel

City

Country

Rooms/Units

Fund II:

Paris Marriott Rive Gauche Hotel & Conference Center

Paris

France

757

Pullman Bercy Paris

Paris

France

396

Renaissance Paris La Defense Hotel

Paris

France

327

Renaissance Paris Vendome Hotel

Paris

France

97

Renaissance Amsterdam Hotel

Amsterdam

The Netherlands

402

Le Méridien Piccadilly

London

United Kingdom

280

Le Méridien Grand Hotel Nuremberg

Nuremberg

Germany

192

Sheraton Stockholm Hotel

Stockholm

Sweden

465

Fund II total rooms

2,916

Total European joint venture rooms

6,427

Asia/Pacific Joint Venture. We own a 25% interest in a joint venture (the “Asia/Pacific JV”) with RECO Hotels JV Private Limited, an affiliate of GIC RE. Our Asia/Pacific JV owns the 278-room Four Points by Sheraton Perth in Perth, Australia and a 36% non-controlling interest in a joint venture in India with Accor S.A. and InterGlobe Enterprises Limited that owns two hotels, with an additional five hotels under development, totaling 1,750 rooms. The seven hotels in India will be operated under the Pullman, Novotel and ibis brands.

Other U.S. Real Estate Investments. Our other domestic real estate investments include the following:

We have a non-controlling 50% interest in a joint venture with White Lodging Services that developed and owns the 255-room Hyatt Place Nashville Downtown in Tennessee. The hotel opened in November 2013.

We have a non-controlling 67% interest in a joint venture with Hyatt Residential Group to develop, sell and operate a 131-unit vacation ownership project in Maui, Hawaii adjacent to our Hyatt Regency Maui Resort & Spa. The project is expected to open in late 2014.

We have a non-controlling 11% interest in a joint venture that owns the Philadelphia Marriott Downtown following our January 10, 2014 sale of an 89% interest in the property based on a market value of $303 million. The property is subject to a ground lease under which we have the option to purchase the land for an incremental paymentmortgage loan of $19.9 million through 2017.$230 million.

Competition

The lodging industry is highly competitive. Competition often is often specific to individual markets and is based on a number of factors, including location, brand, guest facilities and amenities, level of service, room rates and the quality of accommodations. The lodging industry is generally viewed as consisting of six different segments, each of which caters to a discrete set of customer tastes and needs: luxury, upper upscale,upscale, upscale, midscale (with and without food and beverage service) and economy. The classification of a property is based on lodging industry standards, which take into consideration many factors such as guest facilities and amenities, level of service and quality of accommodations. Most of our hotels operate in urban and resort markets either as luxury properties under such brand names as Ritz-CarltonFairmont®, FairmontFour Seasons®, Four SeasonsGrand Hyatt®, JW Marriott®, Ritz-Carlton®, St. Regis®, The Luxury Collection®, St. Regis and W® and W®, or as upper upscale properties under such brand names as MarriottEmbassy Suites®, HyattHilton®, WestinHyatt®, Hilton®, Sheraton®, Le Méridien®, SwissôtelMarriott Executive Apartments® and Delta, Marriott Marquis®, Marriott Suites(1) Our Asian joint venture recently signed a joint venture agreement with Accor S.A. and InterGlobe Enterprises Limited to develop seven properties in India that will be managed by Accor under the Pullman®, NovotelPullman® and ibis, Renaissance® brands. , Sheraton®, Swissôtel® and Westin®. We also may selectively invest in upscale and midscale properties such as Courtyard by Marriott®, Crowne Plaza®, Four Points by Sheraton®, Hyatt Place®, ibis®, Novotel® or Residence Inn by Marriott®, particularly in international markets.1While our hotels primarily compete with other hotels in the luxury and upper upscale segments, they also may compete with hotels in other lower-tier segments. In addition, many management contracts for our hotels do not prohibit our managers from converting, franchising or developing other hotel properties in our markets.  As a result, our hotels compete with other hotels that our managers may own, invest in, manage or franchise.  

We believe our properties enjoy competitive advantages associated with the hotel brands under which they operate. The international marketing programs and reservation systems of these brands, combined with the strong management systems and expertise they provide, should enable our properties to perform favorably in terms of both occupancyoccupancy and room rates. In addition, repeat guest business is enhanced by guest reward or guest recognition programs offered by most of these brands. Nevertheless, many management contracts

1This annual report contains registered trademarks that are the exclusive property of their respective owners, which are companies other than us. None of the owners of these trademarks, their affiliates or any of their respective officers, directors, agents or employees, has or will have any responsibility or liability for our hotels do not prohibit our managers from converting, franchising or developing other hotel propertiesany information contained in our markets. As a result, our hotels in a given market often compete with other hotels that our managers may own, invest in, manage or franchise.this annual report

12


We also compete with other REITs and other public and private investors for the acquisition of new properties and investment opportunities, both domesticallyin domestic and internationally,international markets, as we attempt to position our portfolio to take best advantage of changes in markets and travel patterns of our customers.

Seasonality

Our hotel sales traditionally have experienced moderate seasonality, which varies based on the individual hotel property and the region. Additionally, hotel revenuesHotel sales for our domestic Marriott-managed hotels typically reflect approximately 16 weeks of results in the fourth quarter compared to approximately 12 weeks for each of the first three quarters of the fiscal year. For our non-Marriott managed hotels, the first quarter includes two months of operations, the second and third quarters include three months of operations and the fourth quarter includes four months of operations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Reporting Periods” for more information on our fiscal calendar. Hotel sales have historically consolidated portfolio averaged approximately 20%24%, 26%27%, 22%23% and 32%26% for the first, second, third and fourth calendar quarters, respectively.

(1)This annual report contains registered trademarks that are the exclusive property of their respective owners, which are companies other than us. None of the owners of these trademarks, their affiliates or any of their respective officers, directors, agents or employees, has or will have any responsibility or liability for any information contained in this annual report.

Other Real Estate Investmentsrespectively, in 2013.

European Joint Venture.We currently own a 32.1% general and limited partnership interest in the European joint venture with APG Strategic Real Estate Pool NV, a Dutch Pension Fund, and Jasmine Hotels Pte Ltd, an affiliate of the real estate investment company of the Government of Singapore Investment Corporation Pte Ltd (“GIC RE”). The initial term of the European joint venture is ten years (ending in 2016), subject to two one-year extensions with partner approval. Due to the ownership structure of the European joint venture and the non-Host limited partners’ unilateral rights to cause the dissolution and liquidation thereof at any time, the joint venture is not consolidated in our financial statements. We also act as the asset manager for the hotels owned by the European joint venture, as well as one hotel in Paris, France, in exchange for a fee. As of February 18, 2011, the European joint venture owns the following hotels:

Hotel

CityCountryRooms/Units

Hotel Arts Barcelona

BarcelonaSpain483

The Westin Palace, Madrid

MadridSpain467

The Westin Palace, Milan

MilanItaly228

The Westin Europa & Regina

VeniceItaly185

Sheraton Roma Hotel & Conference Center

RomeItaly640

Sheraton Skyline Hotel & Conference Centre

HayesUnited Kingdom350

Sheraton Warsaw Hotel & Towers

WarsawPoland350

Renaissance Brussels Hotel

BrusselsBelgium262

Brussels Marriott Hotel

BrusselsBelgium218

Marriott Executive Apartments

BrusselsBelgium57

Crowne Plaza Hotel Amsterdam City Centre

AmsterdamThe Netherlands270

Total rooms

3,510

Asian Joint Venture.We currently own a 25% interest in a joint venture in Asia with RECO Hotels JV Private Limited, an affiliate of GIC RE. The Asian joint venture is structured as a Singapore Corporation and will explore investment opportunities in various markets throughout Asia, including China, Japan, India, Vietnam and Australia. The initial term of the Asian joint venture is a period of seven years (ending in 2015). Due to the ownership structure of the Asian joint venture, and our partner’s rights to cause the dissolution and liquidation thereof at any time, it is not consolidated in our financial statements. On July 20, 2010, the Asian joint venture reached a joint venture agreement with Accor S.A. and InterGlobe Enterprises Limited (the “India joint venture”) to develop seven properties totaling approximately 1,750 rooms for a total cost of approximately $325 million in three major cities in India: Bangalore, Chennai and Delhi. The Asian joint venture will invest approximately $50 million to acquire approximately 36% of the interest in the India joint venture. The Indian joint venture agreement is contingent upon receiving certain approvals from the government of India, which are expected to be completed early in 2011. The properties will be managed by Accor under the Pullman, Novotel and ibis brands. Development of the properties is underway, and the ibis Bangalore is expected to open in the second quarter of 2011.

Other Investments.In addition to the joint ventures described above, we have the following real estate investments:

On April 13, 2010, we acquired, at a discount, the two most junior tranches of a €427 million ($581 million) mortgage loan that is secured by six hotels located in Europe, with a face value of €64 million ($87 million).

We own a leasehold interest in 53 Courtyard by Marriott properties which were sold to HPT and leased back to us in 1995. In conjunction with our conversion to a REIT, in 1999 we entered into a sublease with respect to these properties with a third party on similar terms, with initial terms expiring in 2012. We terminated the subleases effective July 6, 2010 and subsequently act as the owner under the management agreements.

We own a 49% limited partner interest in Tiburon Golf Ventures, L.P., which owns the golf club surrounding The Ritz-Carlton Golf Resort, Naples.

For additional detail of our other real estate investments, including a summary of the outstanding debt balances of our affiliates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Investments in Affiliates” and Note 3 “Investments in Affiliates” and Note 7 “Leases” in the accompanying consolidated financial statements.

Foreign Operations

Excluding hotels owned by our European joint venture, as of December 31, 2010, we own one property in Brazil, four in Canada, one in the United Kingdom, one in Mexico and two in Chile, which collectively contain approximately 3,000 rooms. Approximately 4% of our revenues were attributed to the operations of these properties in 2010 and 3% in each of 2009 and 2008. Additionally, subsequent to year end, we acquired seven hotels in New Zealand. See Note 16 “Geographic and Business Segment Information” for information related to our operations and information regarding geographic areas.

Environmental and Regulatory Matters

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances. These laws may impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. In addition, certain environmental laws and common law principles could be used to impose liability for release of asbestos-containinghazardous or toxic materials, and third parties may seek recovery from owners or operators of real properties for personal injury associated with exposure to released asbestos-containinghazardous or toxic materials. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require corrective or other expenditures. In connection with our current or prior ownership or operation of hotels, we potentially may be potentially liable for various environmental costs or liabilities. Although currently we are currently not aware of any material environmental claims pending or threatened against us, we can offer no assurance that a material environmental claim will not be asserted against us in the future.

Operational Agreements

Operational Agreements

All of our hotels are managed by third parties pursuant to management agreements or operating andagreements, with some of such hotels also subject to separate license agreements (See “—Operating Structure”). As of December 31, 2010, 25 of our hotels are operated by Starwood or other managers pursuantaddressing matters pertaining to operating and license agreements, while our remaining hotels are operated pursuant to management agreements,operation under the provisions of which are described in more detail below.designated brand. Under these agreements, the managers or operators generally have sole responsibility and exclusive authority for all activities necessary for the day-to-day operation of the hotels, including establishing all room rates, securing and processing reservations, procuring inventories, supplies and services, providing periodic inspection and consultation visits to the hotels by the managers’ technical and operational experts and promoting and publicizing the hotels. The manager or operator providesmanagers provide all managerial and other employees for the hotels, reviewsreview the operation and maintenance of the hotels, preparesprepare reports, budgets and projections, and providesprovide other administrative and accounting support services to the hotels. These support services include planning and policy services, financial planning, divisional financial services, product planning and development, employee staffing and training, corporate executive management and certain in-house legal services. For the majority of our properties, weWe have certain approval rights over the budget,budgets, capital expenditures, significant leases and contractual commitments, and various other matters.

ManagementGeneral Terms and Provisions Agreements. Our governing the management agreements, which include the agreements forand operation of our hotels managed by Marriott, typically include the terms described below:

Term and fees for operational services. The initial term of our management and operating agreements generally is 15 to 2025 years, with one or more renewal terms at the option of the manager. The majority of our management agreements condition the manager’s right to exercise options for specified renewal terms upon the satisfaction of specified economic performance criteria. The manager typically receives compensation in the form of a base management fee, which is calculated as a percentage (typically(generally 2-3%) of annual gross revenues, and an incentive management fee, which typically is typically calculated as a percentage (generally 10-20%) of operating profit after the owner has received a priority return on its investment in the hotel. In the case of our Starwood-managed hotels, the base management fee is only 1% of annual gross revenues, but that amount is supplemented by license fees payable to Starwood under a separate license agreement (as described below).

License services. In the case of our Starwood-managed hotels, the operation of the hotels is subject to separate license agreements addressing matters pertaining to the designated brand, including rights to use trademarks, service marks and logos, matters relating to compliance with certain brand standards and policies, and the provision of certain system programs and centralized services. Although the term of these license agreements with Starwood generally is coterminous with the corresponding operating agreements, the license agreements contemplate the potential for continued brand affiliation even in the event of a termination of the operating agreement. As noted above, the Starwood licensors receive compensation in the form of license fees (generally 5% of gross revenues attributable to room sales and 2% of gross revenues attributable to food and beverage sales), which amounts supplement the lower base management fee of 1% of gross revenues received by Starwood under the operating agreements.

Chain or system programs and services. Managers are required to provide chain or system programs and services generally that are generally furnished on a centralized basis. Such services include: (1)include the development and operation of certain computer systems

13


and reservation services, (2) regional or other centralized management and administrative services, regional marketing and sales programs and services, regional training and other personnel services, manpower development and relocation of regional personnel, and (3) such additional centralother centralized or regional services as may from timebe determined to time be more efficiently performed on a centralized, regional or group basis rather than on an individual hotel basis. Costs and expenses incurred in providing these chain or system programs and services generally are generally allocated on a cost reimbursement basis among all hotels managed by the manager or its affiliates or that otherwise benefit from these services.

Working capital and fixed asset supplies. We are required to maintain working capital for each hotel and to fund the cost of certain fixed asset supplies (for example, linen, china, glassware, silver and uniforms). We also are responsible for providing funds to meet the cash needs for hotel operations if at any time the funds available from hotel operationsworking capital are insufficient to meet the financial requirements of the hotels. For certain hotels, the working capital accounts which would otherwise be maintained by the managers for each of such hotels are maintained on a pooled basis, with managers being authorized to make withdrawals from such pooled account as otherwise contemplated with respect to working capital in accordance with the provisions of the management or operating agreements.

Furniture, fixtures and equipment replacements. We are required to provide the managers with all necessary furniture, fixtures and equipment (“FF&E”) necessary for the operation of the hotels (including funding any required furniture, fixtures and equipmentFF&E replacements). On an annual basis, the manager willmanagers prepare a list of furniture, fixtures and equipmentbudgets for FF&E to be acquired and certain routine repairs and maintenance to be performed in the next year and an estimate of the necessary funds, thatwhich budgets are necessary, which is subject to our review and approval. For purposes of funding the furniture, fixtures and equipment replacements,such expenditures, a specified percentage (typically 5%) of the gross revenues of theeach hotel is deposited by the manager into an escrow or reserve account in our name, to which the manager has access. However, for 62In the case of our Starwood-managed hotels, our operating agreements contemplate that this reserve account also may be used to fund the cost of certain major repairs and improvements affecting the hotel building (as described below). For certain of our Marriott-managed hotels, we have entered into an agreement with Marriott International, Inc. to allow us to fundfor such expenditures directly as incurredto be funded from one pooled reserve account, that we control, subject to maintaining a minimum balance of the greater of $35.8 million, or 30% of total annual specified contributions, rather than escrowing funds being deposited into separate reserve accounts at each hotel.hotel, with the minimum required balance maintained on an ongoing basis in that pooled reserve account being significantly below the amount that otherwise would have been maintained in such separate hotel reserve accounts. For certain of our Starwood-managed hotels, the periodic reserve fund contributions, which otherwise would be deposited into reserve accounts maintained by managers for each hotel, are distributed to us and, as to this pool of hotels, we are responsible for providing funding of expenditures which otherwise would be funded from reserve accounts for each of the subject hotels.

Building alterations, improvements and renewals. The managers are required to prepare an annual estimate of the expenditures necessary for major repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilating, air conditioning, plumbing and elevators of each hotel, which we review and approve based on their recommendations and our judgment. In addition to the foregoing, the manager may propose such changes,along with alterations and improvements to the hotel as are required, in the manager’s reasonable judgment, to keep the hotel in a competitive, efficient and economical operating condition that is consistent with the manager’s brand standards. We generally have approval authority overrights as to such changes, alterationsbudgets and improvements.

Service marks. During the term of the management agreements, the brand name, service mark, symbolsexpenditures, which we review and logos used by the manager may be used in the operation of the hotel. Any right to use the brand name, service marks, logosapprove based on our manager’s recommendations and symbolson our judgment. Expenditures for these major repairs and related trademarks at a hotel will terminate with respect to that hotel upon termination of the applicable management or franchise agreement.

Sale of the hotel. We are generally limited in our ability to sell, lease or otherwise transfer the hotels by requiring that the transferee assume the related management agreements and meet specified other conditions, including the condition that the transferee not be a competitor of the manager.

Termination on sale. While most of our management agreements are not terminable prior to their full term, we have negotiated termination rights with respect to 18 specified Marriott-branded hotels in connection with the sale of these hotels subject to certain limitations, including the number of agreements that can be terminated per year, limitations measured by EBITDA and limitations requiring that a significant part of such hotels maintain the Marriott brand affiliation. The described termination rights may be exercised without payment of a termination fee, except for one of the specified hotels, wherein a termination fee is required if it does not maintain the Marriott brand affiliation.

Performance termination. We generally have termination rights in the case of a manager’s prolonged failure to meet certain financial performance criteria, usually a set return on the owners’ investment. We

have agreed in the past, and may agree in the future, to waive certain of these termination rights in exchange for consideration fromimprovements affecting the hotel manager, which consideration could take the form of cash compensation or amendments to the management agreement. Similarly, the majority ofbuilding typically are funded directly by owners, although (as noted above) our management agreements condition the manager’s right to renew pre-determined extension terms to the satisfaction ofwith Starwood contemplate that certain financial performance criteria.

Operating and License Agreements.Our operating and license agreements with Starwood (the operator with which we have the vast majority of these agreements) typically include the terms described below:

Term and fees for operational services. The initial term of our operating agreements is 20 years, with two renewal terms of 10 years each at the option of the operator. The operator receives compensation in the form of a base fee of 1% of annual gross operating revenues and an incentive fee of 20% of annual gross operating profit, after the owner has received a priority return of 10.75% on its purchase price and other investments in the hotels.

License services. The license agreements address matters relating to the subject brand, including rights to use service marks, logos, symbols and trademarks, such as those associated with Westin®, Sheraton® and W®, as well as matters relating to compliance with certain standards and policies and (including through other agreements in the case of certain hotels) the provision of certain system program and centralized services. The license agreements have an initial term of 20 years each, with two renewal terms of 10 years each at the option of the licensor. Licensors receive compensation in the form of license fees of 5% of gross operating revenue attributable to room sales and 2% of gross operating revenue attributable to food and beverage sales.

Programs and services. The licensor or operator provides certain system programs and services to all or substantially all of our Starwood hotels by brand in a licensed area. Such services include participation in reservation services and the marketing program, as well as the Starwood Preferred Guest Program. In addition to these services, under the operating agreements, centralized operating services are furnished to hotels by brand on a system basis. Costs and expenses incurred in providing such system programs and services and centralized operating services under the license and operating agreements or other agreements are fairly allocated among all hotels in the applicable brand operated or licensed by Starwood or its affiliates.

Working capital and fixed asset supplies. We are required to maintain working capital funds for each hotel in order to fund the cost of certain fixed asset supplies and to meet the ongoing cash needs for hotel operations if at any time the funds available from hotel operations are insufficient to meet the financial requirements of the hotels. For 18 of our hotels, the working capital accounts which would otherwise be maintained by Starwood operators for each of such hotels are maintained on a pooled basis, with operators being authorized to make withdrawals from such pooled account as otherwise contemplated with respect to working capital in accordance with the provisions of the operating agreements.

Furniture, fixtures and equipment replacements. We are required to provide all necessary furniture, fixtures and equipment for the operation of the hotels (including funding for any required furniture, fixtures and equipment replacements). To fund these items each month, the operator transfers into a reserve fund account an amount equal to 5% of the gross operating revenue of a hotel for the previous month. For 17 of our hotels, the periodic reserve fund contributions, which would otherwise be deposited into reserve fund accounts maintained by operators for each hotel, are distributed to us, and we are responsible for providing funding of expenditures which would otherwisemay be funded from the reserve account.

Treatment of additional owner funding. As additional owner funding becomes necessary either for expenditures generally funded from the FF&E replacement funds, or for eachany major repairs or improvements to the hotel building which may be required to be funded directly by owners, most of our agreements provide for an economic benefit to us through an impact on the subjectcalculation of incentive management fees payable to our managers. One approach frequently utilized at our Marriott-managed hotels is to provide such owner funding through loans which are repaid, with interest, from operational revenues, with the repayment amounts reducing operating profit available for payment of incentive management fees. Another approach that is used at our Starwood-managed hotels, as well as with certain expenditures projects at our Marriott-managed hotels, is to treat such expenditures become necessary. In additionowner funding as an increase to routine capital expenditures, the reserve funds for the hotels also may be used for building capital improvements. Any approved reserve funding in excess of amounts availableour investment in the pooled reserve funds is funded by us and resultshotel, resulting in appropriate increases of owner’s investment andan increase to owner’s priority amounts.return with a corresponding reduction to the amount of operating profit available for payment of incentive management fees. For 17our Starwood-managed hotels that are subject to the pooled arrangement described above, the amount of any such additional reserve account funding will beis allocated to each of such hotels on a pro rata basis, determined with reference to the net operating income of each hotel and the total net operating income of all such pooled hotels for the most recent operating year. Any such additional reserve funding will result in corresponding increases in the owner’s investment and owner’s priority amounts with respect to each of such hotels.

Building alterations, improvementsTerritorial protections. Certain management and renewals. The operators are required to prepare an annual operating plan that includes an estimate of the expenditures necessary for maintenance, repairs, alterations, improvements, renewals and replacements to the structural, mechanical, electrical, heating, ventilating, air conditioning, plumbing and elevators of each hotel, which plan and proposed expenditures we review and approve based on the operator’s recommendations and our judgment.

Territorial. The operating agreements provide areaimpose restrictions for a specified period of either five or 10 years, which limit the operatormanager and its affiliates from owning, operating or licensing a hotel of the same brand in thewithin a specified area. The area restrictions vary with each hotel, from city blocks in urban areas to up to a 10-milemulti-mile radius from the hotel in other areas.

Sale of the hotel/otherhotel. WeSubject to specific agreements as to certain hotels (see below under ‘Special Termination Rights’), we generally are limited in our ability to sell, lease or otherwise transfer the hotels underby the license agreements. Generally, the agreements requirerequirement that the transferee assume the related operating agreementmanagement agreements and meet specified other conditions, including the condition that the transferee not be a competitor of the licensor. Themanager.

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Performance Termination Rights. In addition to any right to terminate that may arise as a result of a default by the manager, most of our management and operating agreements provide for terminationinclude reserved rights beginning in 2016 inby us to terminate management or operating agreements on the casebasis of the operator’smanager’s failure to meet certain financialperformance-based metrics, typically including a specified threshold return on owner’s investment in the hotel, along with a failure of the hotel to achieve a specified RevPAR performance criteria. Generally,threshold established with reference to other competitive hotels in the market. Typically, such performance-based termination rights arise in the event that the operator fails for twoto achieve specified performance thresholds over a consecutive years,two-year period, and are subject to generate operating profit equalthe manager’s ability to or greater than a‘cure’ and avoid termination by payment to us of specified percentagedeficiency amounts (or, in some instances, waiver of the owner’s investmentright to receive specified future management fees). We have agreed in the hotel,past, and the RevPAR performance of the hotel falls below that of other competitive hotelsmay agree in the market during such two-year period.future, to waive certain of these termination rights in exchange for consideration from a manager or its affiliates, which consideration may include cash compensation or amendments to management agreements.

Special Termination on sale. As of December 31, 2010,Rights. In addition to any performance-based or other termination rights set forth in our management and operating agreements, we have specific negotiated termination rights relatingas to thecertain management and operating agreements on ten specified hotels upon the sale of those hotels. Such termination rights are currently active with respect to one such hotel.agreements. With respect to nineour Marriott portfolio, subject to certain timing and other limitations, these rights include termination rights applicable to 16 properties. With respect to our Starwood portfolio, subject to certain timing and other limitations, these rights include termination rights applicable to 8 properties. We also have similar termination rights applicable to 8 other properties.  While the brand affiliation of a property may increase the ten specified hotels, we havevalue of a hotel, the right beginning in 2016ability to sell 35%dispose of such hotels (measureda property unencumbered by EBITDA), nota management agreement, or even brand affiliation, also can increase the value for prospective purchasers. These termination rights can take a number of different forms, including termination of agreements upon sale that leave the property unencumbered by any agreement; termination upon sale provided that the property continues to exceed two hotels annually, free and clear of the existing operatingbe operated under a license or franchise agreement over a period of timewith continued brand affiliation; as well as termination without thesale or other condition, which may require payment of a fee. These termination fee. With respectrights also may restrict the number of agreements that may be terminated over any annual or other period; impose limitations on the number of agreements terminated as measured by EBITDA; require that a certain number of properties continue to any terminationmaintain the brand affiliation; or be restricted to a specific pool of an operating agreement on sale, the proposed purchaser would need to meet the requirements for transfer under the applicable license agreement.assets.  

Employees

International hotel. The operating and license agreements with Starwood for one of our international hotels provide for similar services as noted above, however the term is for 15 years, with no renewal option, and calls for a combined base and license fee equal to three percent of total revenues.

Employees

As of December 31, 2010,2013, we had 203242 employees, including 187 atof which 218 work in the United States. We had 24 employees located in our Bethesda, Maryland office, five at ouroffices in London, England office, three at ourRio de Janeiro, Amsterdam The Netherlands office and eight at our Republic of Singapore office. Employees at our consolidated hotels are employed by the operators that manage our hotels.

Singapore. None of our directHost’s employees as of December 31, 2010 are covered by collective bargaining agreements. However,agreements, other than those working in our office in Rio de Janeiro. The number of employees referenced above does not include the hotel employees of our nine hotels in Brazil, New Zealand and Australia, which while technically are Host employees, are under the direct supervision and control of our third-party hotel managers. Our third-party managers are responsible for hiring and maintaining the labor force at each of our hotels. Although we do not manage employees at our consolidated hotels, we still are subject to many of the costs and risks generally associated with the hotel labor force, particularly those hotels with unionized labor. We believe relations with the employees of these third party managers are positive. For a discussion of these relationships, see Part I Item 1A. “Risk Factors—We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.”

Employees at certain of our third-party managed hotels are covered by collective bargaining agreements that are subject to review and renewal on a regular basis. For a discussion of these relationships, see Part I Item 1A. “Risk Factors—We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.”

Where to Find Additional Information

Item 1A. Risk FactorsThe address of our principal executive office is 6903 Rockledge Drive, Suite 1500, Bethesda, Maryland, 20817. Our phone number is 240-744-1000. We maintain an internet website at: www.hosthotels.com. Through our website, we make available free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The public also may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

Our website also is a key source of important information about us. We routinely post to the Investor Relations section of our website important information about our business, our operating results and our financial condition and prospects, including, for example, information about material acquisitions and dispositions, our earnings releases and certain supplemental financial information related or complimentary thereto. The website also has a Governance page in the Investor Relations section that includes, among other things, copies of our By-laws, our Code of Business Conduct and Ethics and Conflicts of Interest Policy for our directors,

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our Code of Business Conduct and Ethics Policy for employees, our Corporate Governance Guidelines and the charters for each standing committee of Host Inc.’s Board of Directors, which currently are the Audit Committee, the Compensation Policy Committee and the Nominating and Corporate Governance Committee. Copies of these charters and policies, Host Inc.’s By-laws and Host L.P.’s partnership agreement also are available in print to stockholders and unitholders upon request to Host Hotels & Resorts, Inc., 6903 Rockledge Drive, Suite 1500, Bethesda, Maryland 20817, Attn: Secretary. Please note that the information contained on our website is not incorporated by reference in, or considered to be a part of, any document, unless expressly incorporated by reference therein.

Item  1A.

Risk Factors

The statements in this section describe the major risks to our business and should be considered carefully. In addition, these statements constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995.

Financial Risks and Risks of Operation

Our revenues and the value of our properties are subject to conditions affecting the lodging industry.

The lodging industry is subject to changes in the travel patterns of business and leisure travelers, both of which are affected by the strength of the economy, as well as other factors.  The performance of the lodging industry has traditionally been closely linked with the performance of the general economy and, specifically, growth in gross domestic product (“GDP”). Changes in travel patterns of both business and leisure travelers, particularly during periods of economic contraction or low levels of economic growth, may create difficulties for the industry over the long-term and adversely affect our results.  The majority of our hotels are classified as luxury or upper upscale. In an economic downturn, these types of hotels may be more susceptible to a decrease in revenue, as compared to hotels in other categories that have lower room rates. This characteristic may result from the fact that these hotels generally target business and high-end leisure travelers. In periods of economic difficulties, business and leisure travelers may seek to reduce travel costs by limiting travel or seeking to reduce costs on their trips.  During the recession in 2008 and 2009, overall travel was reduced, which had a significant effect on our results of operations. While operating results have improved during 2010,since then, there continues to be uncertainty in the overall strength and direction of the recovery in the United States, Europe and other parts of the world.  Additionally, continued high unemployment have hamperedhas slowed the pace of the overall economic recovery. Therefore, there can be no assurance that any increases in hotel revenues or earnings at our properties will continue for any number of reasons, including, but not limited to, slower than anticipated growth in the economy and changes in travel patterns.economy. Our results of operations and any forecast we make, may be affected by, and can change based on, the following risks affectinga variety of circumstances that affect the lodging industry:

industry, including:

changes in the international, national, regional and local economic climate;

changes in the international, national, regional and local economic climate;

changes in business and leisure travel patterns;

changes in business and leisure travel patterns;

the effect of terrorist attacks and terror alerts in the United States and internationally, as well as other geopolitical disturbances;

the effect of terrorist attacks and terror alerts in the United States and internationally, as well as other geopolitical disturbances;

supply growth in markets where we own hotels, which may adversely affect demand at our properties;

supply growth in markets where we own hotels, which may adversely affect demand at our properties;

the attractiveness of our hotels to consumers relative to competing hotels;

the attractiveness of our hotels to consumers relative to competing hotels;

the performance of the managers of our hotels;

the performance of the managers of our hotels;

outbreaks of disease;

outbreaks of disease and the impact on travel of natural disasters and weather;

changes in room rates and increases in operating costs due to inflation and other factors; and

physical damage to our hotels as a result of earthquakes, hurricanes, or other natural disasters, or the income lost as a result of the damage;

unionization of the labor force at our hotels.

changes in room rates and increases in operating costs due to inflation and other factors; and

unionization of the labor force at our hotels.

A reduction in our revenue or earnings as a result of the above risks may reduce our working capital, impact our long-term business strategy, and impact the value of our assets and our ability to meet certain covenants in our existing debt agreements.

In addition, continued political uncertainty and changes in government policies, in particular with respect to U. S. economic policy, federal budget deficit concerns, and the slowdown in the Federal Reserve’s bond buying program could have material adverse impacts on financial markets and economic conditions in the United States and throughout the world. This in turn could, directly or indirectly, adversely affect lodging demand and therefore our business and financial condition. In addition, U.S. government travel is approximately 5% of our business, and may suffer as a result of U.S. federal spending cuts resulting from  regulations reducing the amount of travel by U.S. government employees and contractors.  In 2013 we experienced weakened government demand for our hotel rooms in some markets such as Washington, D.C., which may continue, depending on factors such as the outcome of U.S. Federal budget negotiations.

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Disruptions in the financial markets may affect adversely affect our business and results of operations, our ability to obtain financing on reasonable and acceptable terms, and our ability to hedge our foreign currency exchange risk.

The United States and global equity and credit markets have experienced and may in the future experience significant price volatility, dislocations and liquidity disruptions in 2008 and 2009, all of which causeddisruptions.  This may cause the market pricesprice of the stocksstock of many companies to fluctuate substantially and the spreads on prospective and outstanding debt financings to widen considerably. These circumstances impactedIn the event these disruptions occur, liquidity in the financial markets will be affected, which mademay make terms for financings less attractive, and, in some cases, resultedresult in the lack of availability of certain types of financing. While conditions inUncertainty regarding the stability of the equity and credit markets have improved, a subsequentmay impact negatively our ability to access additional short-term and long-term financing on reasonable terms or at all, which would impact negatively our liquidity and financial condition. A prolonged downturn in the stock or credit markets may cause us to seek alternative sources of potentially less attractive financing and may impact negatively impact our ability to enter into derivative contracts in order to hedge risks associated with changes in interest rates and foreign currency exchange rates. Disruptions in the financial markets also may adversely affect our credit rating, the market value of Host Inc.’s common stock, and the value of Host L.P.’s OP units.  While we believe we have adequate sources of liquidity with which to meet our anticipated requirements for working capital, debt service and capital expenditures for the foreseeable future, if our operating results worsenweaken significantly and our cash flow or capital resources prove inadequate, or if interest rates increase significantly, we could face liquidity problems that could affect materially and adversely affect our results of operations and financial condition.

Economic conditions may affect adversely affect the value of our hotels which may result in impairment charges on our properties.

We analyze our assets for impairment in several situations, includingthroughout the year when events or circumstances occur that indicate that their carrying values may not be recoverable.  For example, we analyze our assets for impairments when a property has current or projected losses from operations, when it becomes more likely than not that a hotel will be sold before the end of its previously estimated useful life, or when otherother material trends, contingencies or changes in circumstances indicate that a triggering event has occurred, such that an asset’s carrying value may not be recoverable. For impaired assets, we record an impairment charge equal to the excess of the property’s carrying value over its fair value. We did not record anymay incur additional impairment charges in 2010, but could in the future, which charges will affect negatively affect our results of operations. We can provide no assurance that any impairment loss recognized would not be material to our results of operations. SeeFor information on impairment charges taken in 2013 and 2012, see Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies.”

We depend on external sources of capital for future growth and we may be unable to access capital when necessary.

Unlike regular C corporations, weHost Inc. must finance ourits growth and fund debt repayments largely with external sources of capital because Host Inc.it is required to distribute to its stockholders at least 90% of its taxable income (other than net capital gain) in order to qualify as a REIT, including taxable income recognized for federal income tax purposes but with regard to which it does not receive cash. Funds used by Host Inc. to make required distributions are provided through distributions from Host L.P. Our ability to access external capital could be hampered by a number of factors, many of which are outside of our control, including credit market conditions as discussed above, unfavorable market perception of our growth potential, decreases in our current and estimated future earnings, or decreases in the market price of the common stock of Host Inc.’s common stock. Our ability to access additional capital also may be limited by the terms of our existing indebtedness which, under certain circumstances, restrict our incurrence of debt and the payment of dividends and Host L.P. distributions. The occurrence of any of these factors, individually or in combination, could prevent us from being able to obtain the external capital we require on terms that are acceptable to us, or at all, which could have a material adverse effect on our ability to finance our future growth.

We have substantial debt and may incur additional debt.

As of December 31, 2010,2013, we and our subsidiaries had total indebtedness of approximately $5.5$4.8 billion. Our substantial indebtedness requires us to dedicate a significant portion of our cash flow from operations to debt service payments, which reduces the availability of our cashcash flow to fund working capital, capital expenditures, expansion efforts, dividends and distributions and other general corporate needs. Additionally, our substantial indebtedness could:

make it more difficult for us to satisfy our obligations with respect to our indebtedness;

make it more difficult for us to satisfy our obligations with respect to our indebtedness;

limit our ability in the future to undertake refinancings of our debt or to obtain financing for expenditures, acquisitions, development or other general corporate needs on terms and conditions acceptable to us, if at all; or

affect adversely our ability to compete effectively or operate successfully under adverse economic conditions.

limit our ability in the future to undertake refinancings of our debt or to obtain financing for expenditures, acquisitions, development or other general corporate needs on terms and conditions acceptable to us, if at all; or

affect adversely our ability to compete effectively or operate successfully under adverse economic conditions.

If our cash flow and working capital are not sufficient to fund our expenditures or service our indebtedness, we will havebe required to raise additional funds through:

sales of Host L.P.’s OP units or Host Inc.’s common stock;

the incurrence of additional permitted indebtedness by Host L.P.; or

sales of our OP units;17


 

the incurrence of additional permitted indebtedness by Host L.P.; or

the sale of our assets.

the sale of our assets.

We cannot make any assurances that any of these sources of funds will be available to us or, if available, will be on terms that we would find acceptable or in amounts sufficient to meet our obligations or fulfill our business plan. Under certain circumstances, we would be required to use the cash from some of the events described aboveabove to repay other indebtedness.

The terms of our debt place restrictions on us and our subsidiaries and these restrictions reduce our operational flexibility and create default risks.

The documents governing the terms of our existing senior notes and our credit facility contain covenants that place restrictions on us and our subsidiaries. These covenants restrict, among other things, our ability to:

conduct acquisitions, mergers or consolidations, unless the successor entity in such transaction assumes our indebtedness;

incur additional debt in excess of certain thresholds and without satisfying certain financial metrics;

create liens securing indebtedness, unless an effective provision is made to secure our other indebtedness by such liens;

sell assets without using the proceeds from such sales for certain permitted uses or to make an offer to repay or repurchase outstanding indebtedness;

make distributions without satisfying certain financial metrics; and

conduct transactions with affiliates other than on an arm’s length basis and, in certain instances, without obtaining opinions as to the fairness of such transactions.

In addition, certain covenants in such transaction assumes our indebtedness;

incur additional debt in excess of certain thresholds and without satisfying certain financial metrics;

create liens securing indebtedness, unless an effective provision is made to secure our other indebtedness by such liens;

sell assets without using the proceeds from such sales for certain permitted uses or to make an offer to repay or repurchase outstanding indebtedness;

make capital expenditures in excess of certain thresholds;

make distributions without satisfying certain financial metrics; and

conduct transactions with affiliates other than on an arm’s length basis and, in certain instances, without obtaining opinions as to the fairness of such transactions.

Certain covenantscredit facility also require us and our subsidiaries to meet financial performance tests. If we fail to meet such tests, theThe restrictive covenants in the applicable indenture(s), the credit facility and the documents governing our other debt (including our mortgage debt) will reduce our flexibility in conducting our operationsoperations and will limit our ability to engage in activities that may be in our long-term best interest. Failure to comply with these restrictive covenants could result in an event of default that, if not cured or waived, could result in the acceleration of all or a substantial portion of our debt. In addition, certain of our mortgage debt requires that, to the extent cash flow from the hotels which secure such debt drops below stated levels, we escrow cash flow after the payment of debt service until operations improve above the stated levels.  In some cases, the lender may apply the escrowed amount to the outstanding balance of the mortgage debt. If such provisions are triggered, the amounts required to be escrowed may affect negatively our liquidity from these mortgaged properties by limiting our access to cash flow after debt service. For a detailed description of the covenants and restrictions imposed by the documents governing our indebtedness, see Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operations — Financial Condition.”

Our ability to pay dividends and to make distributions may be limited or prohibited by the terms of our indebtedness or preferred units.

We are, and may in the future become, party to agreements and instruments that restrict or prevent the payment of dividends on classes and series of Host Inc. capital stock and Host L.P.’s payment of distributions on its classes of units. Under the terms of Host L.P.’s credit facility, and senior notes indenture, distributions to Host Inc. byL.P. unitholders, including Host L.P.Inc., upon which Host Inc. depends in order to obtain the cash necessary to pay dividends, and distributions by Host L.P. to other unitholders are permitted only to the extent that at the time of the distribution, Host L.P. can satisfy certain financial covenant tests (concerning leverage, fixed charge coverage and unsecured interest coverage) and meet other requirements. We also will be subject to similar restrictions under the terms of our senior notes if our senior notes are no longer rated investment grade. We are, however, permitted under our credit facility and senior notes indenture to make distributions of estimated taxable income that are necessary to maintain Host Inc.’s REIT status.

Under the terms of Host L.P.’s outstanding preferred OP units, we are not permitted to make distributions on our common OP units unless all cumulative distributions have been paid (or funds for payment have been set aside for payment) on our preferred OP units. In the event that we fail to pay the accrued distributions on our preferred OP units for any reason, includingincluding any restriction on making such distributions under the terms of our debt instruments (as discussed above), distributions will continue to accrue on such preferred OP units and we will be prohibited from making any distributions on our common OP units until all such accrued but unpaid distributions on our preferred OP units have been paid (or funds for such payment have been set aside).

Defaulting on our mortgage debt could adversely affect our business.

As of December 31, 2010, 11 of our hotels and assets related thereto are subject to mortgages in an aggregate amount of approximately $1.0 billion. Although the debt is generally non-recourse to us, if these hotels do not produce adequate cash flow to service the debt secured by such mortgages, the mortgage lenders could call a default on these assets. Generally, we would expect to negotiate with the lender prior to the occurrence of a default to pursue other options, such as a deed in lieu of foreclosure. However, we may opt to allow such default to occur rather than make the necessary mortgage payments with funds from other sources. Our senior notes indenture and credit facility contain cross-default provisions, which, depending upon the amount of secured debt in default, could

cause a cross-default under both of these agreements. Our credit facility, which contains a more restrictive cross-default provision than the senior notes indenture, provides that a credit facility default will occur in the event that we default on non-recourse secured indebtedness in excess of 1% (or approximately $158 million as of December 31, 2010) of our total assets (using undepreciated real estate book values). For this and other reasons, permitting a default could adversely affect our long-term business prospects.

Our mortgage debt contains provisions that may reduce our liquidity.

Certain of our mortgage debt requires that, to the extent cash flow from the hotels which secure such debt drops below stated levels, we escrow cash flow after the payment of debt service until operations improve above the stated levels. In some cases, the lender has the right under certain circumstances to apply the escrowed amount to the outstanding balance of the mortgage debt. If such provisions are triggered, there can be no assurance that the affected properties will achieve the minimum cash flow levels required to trigger a release of any escrowed funds. The amounts required to be escrowed may negatively affect our liquidity by limiting our access to cash flow after debt service from these mortgaged properties.

An increase in interest rates would increase ourthe interest costs on our credit facility and on our floating rate debt and could impact adversely impact our ability to refinance existing debt or sell assets.

Interest payments for borrowings on our credit facility, and certainthe mortgages on ourcertain properties as well asand fixed-to-floating interest rate swaps that we have entered intolinked to two other properties are based on floating rates. As a result, an increase in interest rates will reduce our cash flow available for other corporate purposes, including investments in our portfolio. Further, rising interest rates could limit our ability to refinance existing debt when it matures and increase interest costs on any debt that is refinanced. We may from time to time enter into

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agreements such as interest rate swaps, caps, floors and other interest rate hedging contracts. Currently, the majority of our mortgages with floating rates are fully or partially hedged through the use of floating-to-fixed interest rate swaps or interest rate caps and floors. While these agreements may lessen the impact of rising interest rates, they also expose us to the risk that other parties to the agreements will not perform or that the agreements will be unenforceable. In addition, an increase in interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to dispose of assets.assets as part of our business strategy.

Rating agency downgrades may increase our cost of capital.

Our senior notes are rated by Moody’s Investors Service, Standard & Poor’s Ratings Services and Fitch Ratings. These independent rating agencies may elect to downgrade their ratings on our senior notes at any time. Such downgrades may affect negatively affect our access to the capital markets and increase our cost of capital.

Our expenses may not decrease if our revenue decreases.

Many of the expenses associated with owning and operating hotels, such as debt-service payments, property taxes, insurance, utilities, and employee wages and benefits, are relatively inflexible and do not necessarily decrease in tandem with a reduction in revenue at the hotels. Our expenses also will be affected by inflationary increases, and certain costs, such as wages, benefits and insurance, may exceed the rate of inflation in any given period. In the event of a significant decrease in demand, weour hotel managers may not be able to reduce the size of hotel work forces in order to decrease wages and benefits. Our managers also may be unable to offset any such increased expenses with higher room rates. Any of our efforts to reduce operating costs or failure to make scheduled capital expenditures also could adversely affect the future growth of our business and the value of our hotel properties.

Our acquisition of additional properties may have a significant effect on our business, liquidity, financial position and/or results of operations.

As part of our business strategy, we seek primarily to acquire luxury and upper upscale hotel properties. We may acquire properties through various structures, including transactions involving portfolios, single assets, joint ventures and acquisitions of all or substantially all of the securities or assets of other REITs or similar real estate entities. We anticipate that our acquisitions will be financed through a combinationcombination of methods, including proceeds from Host Inc. equity offerings, issuance of limited partnership interests of Host L.P., advances under our credit facility, the incurrence or assumption of indebtedness and proceeds from the sales of assets. DisruptionsTo the extent there are disruptions in credit markets, it may limit our ability to finance acquisitions and may limit the ability of purchasers to finance hotels and adversely affect our disposition strategy andtherefore our ability to use disposition proceeds to finance acquisitions.

We may, from time to time, beroutinely are actively engaged in the process of identifying, analyzing and negotiating possible acquisition transactions. We cannot provide any assurances that we will be successful in consummating future acquisitions on favorable terms or that we will realize the benefitsbenefits that we anticipate from such acquisitions. Our inability to consummate one or more acquisitions on such terms, or our failure to realize the intended benefits from one or more acquisitions, could have a significant adverse effect on our business, liquidity, financial position and/or results of operations, including as a result of our incurrence of additional indebtedness and related interest expense and our assumption of unforeseen contingent liabilities.liabilities in connection with completed acquisitions.

We may not achieve the value we anticipate from new hotel developments or value enhancement projects at our existing hotels.

We currently are, and in the future may be, involved in the development of hotel properties, timeshare units or other alternate uses of portions of our existing properties, including the development of retail, office or apartments, including through joint ventures. There are risks inherent in any new development, including:

We may not obtain the zoning, occupancy and other required governmental permits and authorizations necessary to complete the development. A delay in receiving these approvals could affect adversely the returns we expect to receive.  

Any new construction involves the possibility of construction delays and cost overruns that may increase project costs.

Defects in design or construction may result in delays and additional costs to remedy the defect or require a portion of a property to be closed during the period required to rectify the defect.

We may not be able to meet the loan covenants in any financing obtained to fund the new development, creating default risks.  

The development of timeshare units could become less attractive due to decreases in demand for residential, fractional or interval ownership, increases in mortgage rates and/or decreases in mortgage availability, market absorption or oversupply, with the result that we may not be able to sell the timeshares for a profit or at the prices or selling pace we anticipate.  

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In addition, to the extent that developments are conducted through joint ventures, this creates additional risks, including the possibility that our partners may not meet their financial obligations or could have or develop business interests, policies or objectives that are inconsistent with ours. See “—We may acquire hotel properties through joint ventures with third parties that could result in conflicts.”

Any of the above factors could affect adversely our and our partners’ ability to complete the developments on schedule and along the scope that currently is contemplated, or to achieve the intended value of these projects. For these reasons, there can be no assurances as to the value to be realized by the company from these transactions or any future similar transactions.

We do not control our hotel operations and we are dependent on the managers of our hotels.

OurTo maintain our status as a REIT, we are not permitted to operate any of our hotels.  As a result, we have entered into management agreements with third-party managers to operate our hotel properties. For this reason, we are unable to directly implement strategic business decisions with respect to the daily operation and marketing of our hotels, such as decisions with respect to the setting of room rates, repositioning of a hotel, food and beverage pricing and certain similar matters.  Although we consult with our hotel operators with respect to strategic business plans, the hotel operators are under no obligation to implement any of our recommendations with respect to these matters.  While we monitor the hotel managers’ performance, we have limited recourse under our management agreements if we believe that the hotel managers are not performing adequately. The cash flow from our hotels may be affected adversely affected if our managers fail to provide quality services and amenities or if they or their affiliates fail to maintain a quality brand name.  While we monitor the hotel managers’ performance, we have limited recourse underBecause our management agreements are long term agreements, we also may not be able to terminate these agreements if we believe the hotel managers aremanager is not performing adequately. In addition, from

From time to time, we have had, and continue to have, differences with the managers of our hotels over their performance and compliance with the terms of our management agreements. We generally resolve issues with our managers through discussions and negotiations. However, if we are unable to reach satisfactory results through discussionsdiscussions and negotiations, we may choose to litigate the dispute or submit the matter to third-party dispute resolution. Failure by our hotel managers to fully perform the duties agreed to in our management agreements or the failure of our managers to adequately manage the risks associated with hotel operations, including cyber-security risks, could affect adversely affect our results of operations. Our

In addition, our hotel managers or their affiliates manage, and in some cases own, have invested in, or provided credit support or operating guarantees to hotels that compete with our hotels, all of which may result in conflicts of interest. As a result, our hotel managers have in the past made, and may in the future make, decisions regarding competing lodging facilitiesfacilities that are not or would not be in our best interest.

We are subject to risks associated with the employment of hotel personnel, particularly with hotels that employ unionized labor.

We have entered into management agreements with third-party managers to operate our hotel properties. Our third-party managers are responsible for hiring and maintaining the labor force at each of our hotels. Although we do not directly employ or manage employees at our consolidated hotels (other than employing, but not managing, associates at our properties in Brazil, New Zealand properties)and Australia), we still are still subject to many of the costs and risks generally associated with the hotel labor force, particularly those hotels with unionized labor. From time to time, hotel operations may be disrupted as a result of strikes, lockouts, public demonstrations or other negative actions and publicity. We also may incur increased legal costs and indirect labor costs as a result of contract disputes involving our third-party managers and their labor force or other events. Additionally, hotels where our managers have collective bargaining agreements with employees (approximately 21% of our current portfolio by revenues for the year ended December 31, 2010) are more highly affected by labor force activities than others. The resolution of labor disputes or re-negotiated labor contracts could lead to increased labor costs, a significant component of our hotel operating costs, either by increases in wages or benefits or by changes in work rules that raise hotel operating costs. Furthermore, labor agreements may limitAs we are not the ability of our managers to reduce the size of hotel workforces during an economic downturn becauseemployer nor bound by any collective bargaining agreements are negotiated between the managers of our hotels and labor unions. Weagreement, we do not negotiate with any labor organization, and it is the responsibility of each property’s manager to enter into such labor contracts.  Our ability, if any, to have any material impact on the outcome of these negotiations is restricted by and dependent on the individual management agreement covering a specific property and we may have little ability to control the outcome of these negotiations.

Our hotels have an ongoing need for renovations and potentially significant capital expenditures in order to remain competitive in the marketplace, maintain brand standards or to comply with applicable laws or regulations. The timing and costs of such renovations or improvements may result in reduced operating performance during construction and may not improve the return on these investments.

In addition to capital expendituresWe are required by our loan agreements or agreements with our hotel managers to make agreed upon capital expenditures. In addition, we will need to make further capital expenditures in order to remain competitive with other hotels, to maintain the economic value of our hotels and to comply with applicable laws and regulations. The timing of these improvements can affect hotel performance, particularlyparticularly if the improvements require closuresclosure of a significant number of rooms or other features of the hotels, such as ballrooms, meeting space and restaurants. These capital improvements reduce the availability of cash for other purposes and are subject to cost overruns and delays. In addition, because we depend

on external sources of capital, we may not have the necessary funds to invest and, if we fail to maintain our properties in accordance with brand standards set by our managers, the manager may

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terminate the management agreement. Moreover, we may not necessarily realize a significant, or any, improvement in the performance of the hotels in which we make these investments.

The ownership of hotels outside the United States and the expansion of our business into new markets outside of the United States will expose us to risks relatingrelated to owning hotels in those international markets.

Part of our business strategy is to expand our presence internationally.outside of the United States. As of December 31, 2010,2013, we own directly own nine15 hotels located outside of the United States. Subsequent to year end, we acquired seven hotels in New Zealand. We also are also party to a joint venture that owns 1119 hotels in Europe and ownto a 25% interest in an Asian joint venture that owns one hotel in Australia and a non-controlling interest in two hotels currently does not own any hotels. However, our Asian joint venture has reached an agreement to develop seven propertiesopen and five hotels in Indiadevelopment in a joint venture with Accor S.A. and InterGlobe Enterprises Limited.India. We may have difficulty managing our expansion into new geographic markets where we have limited knowledge and understanding of the local economy, an absence of business relationships in the area, or unfamiliarity with local governmental and permitting procedures and regulations. There are risks inherent in conducting business internationally,outside of the United States, which include:

employment laws and practices;

employment laws and practices;

tax laws, which may provide for income or other taxes or tax rates that exceed those of the U.S. and which may provide that foreign earnings that are repatriated, directly or indirectly, are subject to dividend withholding tax requirements or other restrictions and which may affect our ability to repatriate non-U.S. earnings in a tax efficient manner;

compliance with and unexpected changes in regulatory requirements or monetary policy;

the willingness of domestic or international lenders to provide financing and changes in the availability, cost and terms of such financing;

adverse changes in local, political, economic and market conditions;

insurance coverage related to terrorist events;

changes in interest rates and/or currency exchange rates and difficulties in hedging these risks;

regulations regarding the incurrence of debt;

difficulties involved in managing an organization doing business in many different countries; and

difficulties in complying with U.S. rules governing REITs while operating outside of the United States.

tax laws, which may provide for income or other taxes or tax rates that exceed those of the U.S. and which may provide that foreign earnings that are repatriated, directly or indirectly, are subject to dividend withholding requirements or other restrictions;

compliance with and unexpected changes in regulatory requirements or monetary policy;

the willingness of domestic or foreign lenders to provide financing and changes in the availability, cost and terms of such financing;

adverse changes in local, political, economic and market conditions;

insurance coverage related to terrorist events;

changes in interest rates and/or currency exchange rates;

regulations regarding the incurrence of debt; and

difficulties in complying with U.S. rules governing REITs while operating internationally.

Any of these factors could affect adversely affect our ability to obtain all of the intended benefits of our international country expansion. If we do not effectively manage our geographicthis expansion and successfully integrate the foreigninternational hotels into our organization, our operating results and financial condition may bebe adversely affected.

We may acquire hotel properties through joint ventures with third parties that could result in conflicts.

We have made a significant investmentinvestments in a European joint venture which owns 11 hotels in Europeventures and are exploring further investment opportunities throughoutin the United States, Asia, through our Asian joint venture.Europe and Latin America. We may, from time to time, invest as a co-venturer in other entities holding hotel properties instead of purchasing hotel properties directly.  We also may sell interests in existing properties to a third party as part of forming a joint venture with such third party.  Investments in joint ventures may involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Co-venturers often share control over the operation of a joint venture. Actions by a co-venturer also could subject the assets to additional riskrisks as a result of any of the following circumstances:

our co-venturer might have economic or business interests or goals that are inconsistent with our, or the joint venture’s, interests or goals; or

our co-venturer might have economic or business interests or goals that are inconsistent with our, or the joint venture’s, interests or goals; or

our co-venturer may be in a position to take action contrary to our instructions or requests, or contrary to our policies or objectives.

our co-venturer may be in a position to take action contrary to our instructions or requests, or contrary to our policies or objectives.

Although generally we generally will seek to maintain sufficient control of any joint venture in order to permit our objectives to be achieved, we might not be able to take action without the approval of our joint venture partners. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers from focusing their time and effort on our business.

Our management agreements could affect the sale or financing of our hotels.

Under the terms of our management agreements, we generally may not sell, lease or otherwise transfer our hotels unless the transferee is not a competitor of the manager and the transferee assumes the related management

agreements and meets specified other

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conditions. Our ability to finance or sell our properties, depending upon the structure of such transactions, may require the manager’s consent. If the manager does not consent to such sale or financing, we may be precluded from taking actions in our best interest.

Future terrorist attacks or changes in terror alert levels could adversely affect us.

Previous terrorist attacks in the United States and subsequent terrorist alerts have adversely affected the travel and hospitality industries in recent years. The impact that terrorist attacks in the United States or elsewhere could have on domestic and international markets and our business in particular is indeterminable, but it is possible that such attacks or the threat of such attacks could have a material adverse effect on our business, our ability to finance our business, our ability to insure our properties and/or our results of operations and financial condition as a whole.

We may not be able to recover fully under our existing terrorism insurance program for losses caused by some types of terrorist acts, and federalneither U. S. nor foreign terrorism legislation does notinsurance laws or regulations ensure that we will be able to obtain terrorism insurance in adequate amounts or at acceptable premium levels in the future.

We generally obtain terrorism insurance as partto cover property damage caused by acts of our all-risk propertyterrorism under separate standalone policies of insurance program, as well as our general liability and directors’ and officers’ coverage. However, our all-risk policies have limitations, suchon U.S. properties which currently are subject to U.S. federal government cost sharing as per occurrence limits, annual aggregate coverage limits and sublimits, all of which might have to be shared proportionally across participating hotels under certain loss scenarios. Also, all-risk insurers only have to provide terrorism coverage to the extent mandated byprovided in the Terrorism Risk Insurance Program ReauthorizationReauthorization Act (“TRIPRA”). Property damage related to war and to nuclear, radiological, biological and chemical incidents is excludedWe also have terrorism insurance under our policies. general liability program and in our program for directors’ and officers’ coverage. We also obtain terrorism insurance to cover some of our foreign properties through insurance programs involving or administered by foreign governments. We may not be able to recover fully under our existing terrorism insurance policies for losses caused by some types of terrorist acts, and neither U.S. nor foreign terrorism insurance legislation or regulations ensure that we will be able to obtain terrorism insurance in adequate amounts or at acceptable premium levels in the future. TRIPRA is due to expire on December 31, 2014. There is no assurance that terrorism insurance will be readily available or affordable before or after expiration of TRIPRA in December 2014 or that TRIPRA will not be modified, repealed or allowed to expire.

While TRIPRA will reimburseallows direct insurers to be reimbursed for certain losses they incur on U.S. properties resulting from nuclear, biological, chemical and radiological biological and chemical(“NBCR”) perils, TRIPRA does not require insurers to offer coverage for these perils and, to date, insurers are not willing to provide this coverage, even with government reinsurance.reimbursement. Any damage related to war and to NBCR incidents, therefore, is excluded under policies covering our U.S. properties.  Moreover, many of our foreign properties are not covered against NBCR perils. We have a wholly-owned captive insurance company through which we obtain a policycertain amount of nuclear, biological, chemical and radiological (“NBCR”) coverage. This captive insurer has the same ability as other insurance companies to apply to the U.S. Treasury for reimbursement, as provided for in TRIPRA, and is subject to the same deductibles and co-insurance obligations. This potential reimbursement applies to property insurance only, and not to general liability or directors’ and officers’ insurance, and there are no assurances that we will be able to recover any or all of our NCBR losses under this program.

We may be unable to satisfy the insurance requirements of our lenders.

Certain of our mortgage debt agreements for our properties and properties held by our European joint venture require us to maintain property insurance provided by carriers maintaining minimum ratings from Standard & Poor’s, A.M. Best or other rating agencies. Several of our mortgages contain requirements for the financial strength of insurers to be rated as high as AA by Standard & Poor’s. Due to upheavals in the financial markets, the number of insurers that carry that rating has been decreasing for a number of years. In 2009, and again in 2010, in all cases where our insurance carriers did not meet the minimum financial strength requirements, we were able to obtain waivers from the lenders or they have provided written assurances that they are satisfied with the makeup of our pool of insurance providers. We cannot provide assurances that each of our lenders will continue to be satisfied with our insurance coverage, or with the rating levels of our carriers, or that our carriers will not be downgraded further. If any of these lenders becomes dissatisfied with our insurance coverage or the ratings of our insurance carriers, they may, on our behalf, elect to procure additional property insurance coverage on our U.S. properties for NBCR perils through our wholly-owned subsidiary that meets their ratings requirements. Theacts as our direct insurer against such perils to the extent of reimbursement under TRIPRA. We ultimately are responsible for any loss borne by our insurance subsidiary.

As a result of the above, there remains uncertainty regarding the adequacy and cost of such additional property insurance wouldterrorism coverage that will be borne byavailable to protect our interests in the property or properties securing the loans. Also, the premiums associated with such coverage may be considerably higher than those associated withevent of terrorist attacks that impact our current insurance coverage.properties.

Some potential losses are not covered by insurance.

We, or our hotel managers, carry comprehensive insurance coverage for general liability, property, business interruption and other risks with respect to all of our hotels and other properties. These policies offer coverage features and insured limits that we believe are customary for similar types of properties. Generally, our “all-risk” property policies provide coverage that is available on a per-occurrence basis and that, for each occurrence, has an overall limit, as well as various sub-limits, on the amount of insurance proceeds we can receive. Sub-limits exist for certain types of claims, such as service interruption, debris removal, expediting costs, landscaping replacement and

natural disasters such as earthquakes, floods and hurricanes, and may be subject to annual aggregate coverage limits. The dollar amounts of these sub-limits are significantly lower than the dollar amounts of the overall coverage limit. In this regard, hotels in certain of our markets, including California, Florida and Florida,New Zealand, have in the past been and continue to be particularly susceptible to damage from natural disasters. Recovery under the applicable policies also is subject to substantial deductibles and complex calculations of lost business income. There is no assurance that this insurance, where maintained, will fully fund the re-building or restoration of a hotel that is impacted by an earthquake, hurricane, or other natural disaster, or the income lost as a result of the damage. Our property policies also provide that all of the claims from each of our properties resulting from a particular insurable event must be combined together for purposes of evaluating whether the aggregate limits and sub-limits contained in our policies have been exceeded and, in the case where the manager of one of our hotels provides this coverage, any such claims will be combined with the claims of other owners participating in the manager’s program for the same purpose. Therefore, if an insurable event occurs that affects more than one of our hotels, or, in the case of hotels where coverage is provided by the management company,manager, affects hotels owned by others, the claims from each affected hotel will be added together to determine whether the aggregate limit or sub-limits, depending on the type of claim, have been reached. Each affected hotel only may only receive a proportional share of the amount of insurance proceeds provided for under the policy if the total value of the loss exceeds the aggregate limits available. We may incur losses in excess of insured limits and, as a result, we may be even less likely to receive complete coverage for risks that affect multiple properties, such as earthquakes, hurricanes, or certain types of terrorism.

In addition, there are other risks, such as certain environmental hazards, that may be deemed to fall completely outside the general coverage limits of our policies or may be uninsurable or too expensive to justify coverage. We also may encounter challenges with an insurance provider regarding whether it will pay a particular claim that we believe to be covered under our policy. Should a loss in excess of insured limits or an uninsured loss occur, or should we be unsuccessful in obtaining coverage from an insurance carrier, we could lose all or a part of the capital we have invested in a property, as well as the anticipated future revenue from the hotel. In that event, we might nevertheless remain obligated for any mortgage debt or other financial obligations related to the property.

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Litigation judgments or settlements could have a significant adverse effect on our financial condition.

On February 8, 2010, we received an adverse jury verdictWe have accrued a potential litigation loss of approximately $68 million in connection with a triallawsuit in the 166th Judicial District Court of Bexar County, Texas involving the sale of land encumbered by a ground lease for the San Antonio Marriott Rivercenter. On June 3, 2010, the trial court entered its final judgment, reciting and incorporating the jury’s verdict. On August 26, 2010, we filed our notice of appeal. See Part I Item 3. “Legal Proceedings” for more information on the verdict and see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Other Income Statement Line Items” for a discussionthe status of the litigation accrual.appeal.

We also are involved in various other legal proceedings in the normal course of business and are vigorously defending these claims; however, no assurances can be given as to the outcome of any pending legal proceedings. We believe, based on currently available information, that the results of such proceedings, in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for any particular period, depending,depending, in part, upon the operating results for such period.

We also could become the subject of future claims by the operators of our hotels, individuals or companies who use our hotels, our investors, our joint venture partners or regulating entities and these claims could have a significant adverse effect on our financial condition and performance.

We may be subject to unknown or contingent liabilities related to hotels or businesses we acquire.

Assets and entities that we have acquired, or may in the future acquire, may be subject to unknown or contingent liabilities for which we may have no recourse, or only limited recourse, against the sellers. In general, the representations and warranties provided under the transaction agreements may not survive long enough for us to become aware of such liabilities and seek recourse against our sellers. While usually we usually require the sellers to indemnify us with respect to breaches of representations and warrantieswarranties that survive, such indemnification often is often limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. The total amount of costs and expenses that may be incurred with respect to

liabilities associated with acquired hotels and entities may exceed our expectations, plus we may experience other unanticipated adverse effects, all of which may affect adversely affect our revenues, expenses, operating results and financial condition. Finally, indemnification agreements between us and the sellers typically provide that the sellers will retain certain specified liabilities relating to the assets and entities acquired by us. While the sellers generally are generally contractually obligated to pay all losses and other expenses relating to such retained liabilities without regard to survival limitations, materiality thresholds, deductibles or caps on losses, there can be no guarantee that such arrangements will not require us to incur losses or other expenses in addition to those incurred by the sellers.

We depend on our key personnel.

Our success depends on the efforts of our executive officers and other key personnel. None of our key personnel have employment agreements and we do not maintain key person life insurance for any of our executive officers. We cannot assure you that these key personnel will remain employed by us. While we believe that we could find replacements for these key personnel, the loss of their services could have a significant adverse effect on our financial performance.

Exchange rate fluctuations could affect adversely affect our financial results.

As a result of the expansion of our international operations, currency exchange rate fluctuations could affect our results of operations and financial position. We expect to generate an increasing portion of our revenue and expenses in such foreign currencies as the Euro, the Canadian Dollar,dollar, the Mexican Peso,peso, the Australian dollar, the New Zealand dollar, the British Pound,pound sterling, the Polish Zloty,zloty, Swedish krona, the Brazilian Realreal and the Chilean Peso. In 2010, these currencies represented 4% of our revenues.peso. Although we may enter into foreign exchange agreements with financial institutions and/or obtain local currency mortgage debt in order to reduce our exposure to fluctuations in the value of these and other foreign currencies, these transactions, if entered into, will not eliminate that risk entirely. To the extent that we are unable to match revenue received in foreign currencies with expenses paid in the same currency, exchange rate fluctuations could have a negative impact on our results of operations and financial condition. Additionally, because our consolidated financial results are reported in U.S. Dollars,dollars, if we generate revenues or earnings in other currencies, the conversion of such amounts intoto U.S. Dollarsdollars can result in an increase or decrease in the amount of our revenues or earnings.

Applicable REIT laws may restrict certain business activities.

As a REIT, Host Inc. is subject to various restrictions on the types of income it can earn, assets it can own and activities in which it can engage. Business activities that could be impactedrestricted by applicable REIT laws include, but are not limited to, activities such as developing alternative uses of real estate, including the development and/or sale of timeshare or condominium units. Due to these restrictions, we anticipate that we will conduct certain business activities, including those mentioned above, in one or more of our taxable REIT subsidiaries. Our taxable REIT subsidiaries are taxable as regular C corporations and are subject to federal, state, local, and, if applicable, foreign taxation on their taxable income.

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We may be unable to sell properties because real estate investments are inherently illiquid.

Real estate properties generally cannot be sold quickly and, accordingly, we may not be able to vary our portfolio promptly in response to economic or other conditions. The inability to respond promptly to changes in the performance of our investments could affect adversely affect our financial condition and ourthe ability to service our debt. In addition, under the federal income tax laws applicable to REITs,REITs, we may be limited in our ability to recognize the full economic benefit from a sale of our assets.

Our ground lease payments may increase faster than the revenues we receive onfrom the hotels situatedlocated on the leased properties.ground.

As of December 31, 2010,2013, 36 of our hotels are subject to third-party ground leases (encumbering all or a portion of the hotel). These ground leases generally require periodic increases in ground rent payments, which paymentsoften are often based on economic indicators such as the Consumer Price Index. Our ability to pay ground rent could be affected adversely affected to the extent that our hotel revenues do not increase at the same or a greater rate than the increases in rental payments under the ground leases. In addition, if we were to sell a hotel encumbered by a ground lease, the buyer would havebe required to assume the ground lease, which may result in a lower sales price.

Environmental problems are possible and can be costly.

We believe that our properties comply in all material respects with applicable environmental laws. Unidentified environmental liabilities could arise, however, and could have a material adverse effect on our financial condition and performance. Additionally, even after we have sold a property, we may be liable for environmental liabilities that occurred during our ownership. Federal, state and local laws and regulations relating to the protection of the environment may require a current or previous owner or operator of real estate to investigate and remediate hazardous or toxic substances or petroleum product releases at the property. The owner or operator may be required to pay a governmental entity or third parties for property damage, and for investigation and remediation costs incurred by the parties in connection with the contamination. These laws typically impose clean-up responsibility and liability without regard to whether the owner or operator knew of or caused the presence of the contaminants. Even if more than one person may have been responsible for the contamination, each person covered by the environmental laws may be held responsible for all of the clean-up costs incurred. In addition, third parties may sue the owner or operator of a site for damages and costs resulting from environmental contamination emanating from that site. Environmental laws also govern the presence, maintenance and removal of asbestos.toxic or hazardous substances. These laws require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, that theythese substances and notify and train those who may come into contact with asbestosthem and that they undertake special precautions, including removal or other abatement, if asbestos would be disturbed during renovation or demolition of a building.precautions. These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos fibers.toxic or hazardous materials.

Compliance with other government regulations can be costly.

Our hotels are subject to various other forms of regulation, including Title III of the Americans with Disabilities Act (“ADA”), building codes and regulations pertaining to fire and life safety. Compliance with these lawsUnder the ADA, all public accommodations are required to meet certain federal rules related to access and regulations could require substantial capital expenditures.use by disabled persons. These laws and regulations may be changed from time-to-time, or new regulations adopted, resulting in additional costs of compliance, including potential litigation. For example, the ADA was revised substantially in September 2010 and our facilities were required to comply with the new regulations by March 15, 2012. A determination that we are not in compliance with the ADA could result in a court order to bring the hotel into compliance, imposition of fines or an award of attorneys’ fees to private litigants. Compliance with the ADA and other laws and regulations could require substantial capital expenditures. Any increased costs could have a material adverse effect on our business, financial condition or results of operations.

In addition, the operations of our international properties are subject to a variety of United States and international laws and regulations, including the United States Foreign Corrupt Practices Act (“FCPA”). We have policies and procedures designed to promote compliance with the FCPA and other anti-corruption laws, but we cannot assure you that we will continue to be found to be operating in compliance with, or be able to detect violations of, any such laws or regulations. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our international properties might be subject and the manner in which existing laws might be administered or interpreted.

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Risks of Ownership of Host Inc.’s Common Stock

There are limitations on the acquisition of Host Inc. common stock and changes in control.

Host Inc.’s charter and bylaws, the partnership agreement of Host L.P., and the Maryland General Corporation Law (the “MGCL”) contain a number of provisions, the exercise or existence of which could delay, defer or prevent a transaction or a change in control that mightmight involve a premium price for Host Inc.’s stockholders or Host L.P.’s unitholders or otherwise be in their best interests, including the following:

Restrictions on transfer and ownership of Host Inc.’s stock. To maintain Host Inc.’s qualification as a REIT for federal income tax purposes, among other purposes, not more than 50% in value of Host Inc.’s outstanding shares of capital stock may be owned in the last half of the taxable year, directly or indirectly, by five or fewer individuals, which, as defined in the Internal Revenue Code, (the “Code”), may include certain entities. Because such ownership could jeopardizeIn addition, if Host Inc.’s qualification as a REIT, a person cannot own, directly, or by attribution,one or more owners of 10% or more of an interest inHost Inc., actually or constructively owns 10% or more of a tenant of Host Inc. lessee, nor canor a Host Inc. lesseetenant of any partnership in which Host Inc. is a partner, own,the rent received by Host Inc. either directly or by attribution, 10% or morethrough any such partnership from such tenant generally will not be qualifying income for purposes of the REIT income qualification tests of the Code, and, therefore, could jeopardize Host Inc.’s shares, in each casequalification as a REIT, unless exempted by Host Inc.’s Board of Directors.the tenant qualifies as a TRS and certain other requirements are met.

Accordingly, Host Inc.’s charter prohibits ownership, directly or by attribution, by any person or persons acting as a group, of more than 9.8% in value or number, whichever is more restrictive, of shares of Host Inc.’s outstanding common stock, preferred stock or any other class or series of stock, each considered as a separate class or series for this purpose. Together, these limitations are referred to as the “ownership limit.”

Stock acquired or held in violation of the ownership limit will be transferred automatically to a trust for the benefit of a designated charitable beneficiary, and the intended acquiroracquirer of the stock in violation of the ownership limit will not be entitled to any distributions thereon, to vote those shares of stock or to receive any proceeds from the subsequent sale of the stock in excess of the lesser of the price paid for the stock or the amount realized from the sale. A transfer of shares of Host Inc.’s stock to a person who, as a result of the transfer, violates the ownership limit may be void under certain circumstances, and, in any event, would deny that person any of the economic benefits of owning shares of Host Inc.’s stock in excess of the ownership limit. These restrictions on transfer and ownership will not apply if Host Inc.’s Board of Directors determines that it is no longer in Host Inc.’s best interests to continue to qualify as a REIT or that compliance with the restrictions on transfer and ownership is no longer required for Host Inc. to qualify as a REIT.

Removal of members of the Board of Directors. Host Inc.’s charter provides that, except for any directors who may be elected by holders of a class or series of shares of capital stock other than common stock, directors may be removed only for cause and only by the affirmative vote of stockholders holding at least two-thirds of all the votes entitled to be cast in the election of directors. Vacancies on Host Inc.’s Board of Directors may be filled, at any regular meeting or at any special meeting called for that purpose, by the affirmative vote of the remaining directors, (exceptexcept that a vacancy resulting from an increase in the number of directors may be filled by a majority vote of the entire Board of Directors) and, in the case of aDirectors. Any vacancy resulting from the removal of a director by the stockholders may be filled by the affirmative vote of holders of at least two-thirds of the votes entitled to be cast in the election of directors.

Preferred shares; classification or reclassification of unissued shares of capital stock without stockholder approval. Host Inc.’s charter provides that the total number of shares of stock of all classes that Host Inc. has authority to issue is 1,100,000,000, consisting of 1,050,000,000 shares of common stock and 50,000,000 shares of preferred stock. Host Inc.’s Board of Directors has the authority, without a vote of stockholders, to classify or reclassify any unissued shares of stock including commoninto other classes or series of stock, into preferred stock or vice versa, and to establish the terms, preferences, and rights of any preferredconversion or other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of redemption for each class or series of shares to be issued.series. Because Host Inc.’s Board of Directors has thethis power, to establish the preferences and rights of additional classes or series of stock without a stockholder vote, Host Inc.’s Board of Directorsit may give the holders of any class or series of stock terms, preferences, powers and rights, including voting rights, senior to the rights of holders of existing stock.

Certain provisions of Maryland law may limit the ability of a third-party to acquire control of Host Inc. Certain provisions of the MGCL may have the effect of inhibiting a third-party from acquiring Host Inc., including:

o

business combination law. Under the Maryland General Corporation Law, specified “businesscombination” provisions that, subject to limitations, prohibit certain business combinations” including specified issuances of equity securities, between a Maryland corporation and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of the corporation’s then outstanding shares of voting stock or an affiliate or associate of the corporation who, at any time duringwithin the two yeartwo-year period immediately prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation (each, an “interested stockholder”),corporation) or an affiliate of theany interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. Thereafter, anystockholder, and thereafter imposes two super-majority stockholder voting requirements on these combinations: and

o

“control share” provisions that provide that holders of these specified business combinations must be approved by 80%“control shares” of the votes entitled to be casta corporation (defined as voting shares of stock that, if aggregated with all other shares of stock owned or controlled by the holdersacquirer, would entitle the acquirer

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to exercise one of outstanding voting shares and by two-thirds of the votes entitled to be cast by the holdersthree increasing ranges of voting shares other than voting shares held by the interested stockholder unless, among other conditions, the corporation’s common stockholders receive a minimum price, as definedpower in the Maryland General Corporation Law, for their shares and the consideration is received in cash or in the same form as previously paid by the interested stockholder. As a Maryland corporation which has not opted out of these provisions, Host Inc. is subject to the Maryland business combination statute. The statute provides various exemptions from its provisions, including for business combinations that are exempted by the board of directors before the time that the interested stockholder becomes an interested stockholder. The Board of Directors has not granted any such exceptions at this time.

Maryland control share acquisition law. Under the Maryland General Corporation Law, “control shares”electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of issued and outstanding “control shares”) have no voting rights except to the extent approved by the stockholders by the affirmative vote of holdersat least two-thirds of two-thirdsall of the votes entitled to be cast on the matter, excluding shares owned by the acquiror, by officers or by directors who are employees of the corporation. “Control shares” are voting shares which, if aggregated with all other voting shares owned by the acquiror or over which theinterested shares.

acquirorHost Inc. is able to exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power: (1) one-tenth or more but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more of the voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of control shares, subject to specified exceptions.the Maryland business combination statute. Our bylaws contain a provision exempting us from the control share provisions of the Maryland General Corporation Law.MGCL. There can be no assurance that this bylaw provision exempting us from the control share provisions will not be amended or eliminated at any time in the future.

Additionally, Title 3, Subtitle 8 of the MGCL permits our Board of Directors, without stockholder approval and regardless of what currently is provided in our charter or bylaws, to implement certain takeover defenses, such as a classified board, some of which we do not have.

Merger, consolidation, share exchange and transfer of Host Inc.’s assets. Under Maryland law and Host Inc.’s charter, subject to the terms of any outstanding class or series of capital stock, we can merge with or into another entity, consolidate with one or more other entities, participate in a share exchange or transfer Host Inc.’s assets within the meaning of the Maryland General Corporation LawMGCL if approved (1) by Host Inc.’s Board of Directors in the manner provided in the Maryland General Corporation Law,MGCL, and (2) by Host Inc.’s stockholders holding two-thirds of all the votes entitled to be cast on the matter, except that any merger of Host Inc. with or into a trust organized for the purpose of changing Host Inc.’s form of organization from a corporation to a trust requires only the approval of Host Inc.’s stockholders holding a majority of all votes entitled to be cast on the merger. Under the Maryland General Corporation Law,MGCL, specified mergers may be approved without a vote of stockholders and a share exchange only is only required to be approved by the board of directors of a Maryland corporation if the corporation is the successor entity. Host Inc.’s voluntary dissolution also would require approval of stockholders holding two-thirds of all the votes entitled to be cast on the matter.

Certain charter and bylaw amendments. Host Inc.’s charter contains provisions relating to restrictions on transfer and ownership of Host Inc.’s stock, fixing the size of the Board of Directors within the range set forth in the charter, removal of directors, the filling of vacancies, exculpation and indemnification of directors, calling special stockholder meetings and others, all of which may be amended only by a resolution adopted by the Board of Directors and approved by Host Inc.’s stockholders holding two-thirds of the votes entitled to be cast on the matter. Other charter amendments generally require approval of the Board and the affirmative vote of holders of a majority of the votes entitled to be cast on the matter. As permitted under the Maryland General Corporation Law,MGCL, Host Inc.’s charter and bylaws provide that the Board of Directors havehas the exclusive right to amend Host Inc.’s bylaws. These provisions may make it more difficult to amend Host Inc.’s charter and bylaws to alter the provisions described herein that could delay, defer or prevent a transaction or a change in control or the acquisition of Host Inc. common stock, without the approval of the Board of Directors.

Shares of Host Inc.’s common stock that are or become available for sale could affect the share price of Host Inc.’s common stock.

We have in the past and may in the future issue additional shares of common stock to raise the capital necessary to finance hotel acquisitions, fund capital expenditures, refinance debt or for other corporate purposes. Sales of a substantial number of shares of Host Inc.’s common stock, or the perception that sales could occur, could affect adversely affect prevailing market prices for Host Inc.’s common stock.stock. In addition, holders of OP units who redeem their units and receive, at Host Inc.’s election, shares of Host Inc. common stock will be able to sell those shares freely. As of December 31, 2010,2013, there are approximately 10.59.5 million OP units outstanding owned by third parties that are redeemable.redeemable, which represents approximately 1.3% of all outstanding units. Further, a substantial number of shares of Host Inc.’s common stock have been and will be issued or reserved for issuance from time to time under our employee benefit plans. We maintain two stock-based compensation plans: (i) the comprehensive stock plan, whereby we may award to participating employees and directors restricted shares of common stock, options to purchase common stock and deferred shares of common stock, and (ii) an employee stock purchase plan. At December 31, 2010,2013, there were approximately 19.218 million shares of Host Inc.’s common stock reserved and available for issuance under the comprehensive stock plan and there were 3.7 million shares of Host Inc.’s restrictedemployee stock outstandingpurchase plan and 0.90.7 million outstanding options exercisable with a weighted average exercise price of $7.14$15.41 per share.

Also as of December 31, 2010,2013, Host L.P. had outstanding $1,251$400 million principal amount of exchangeable senior debentures that could becomecurrently are exchangeable under certain conditions for shares of Host Inc.’s common stock. The principal portion for $526 million face amount of such exchangeable debentures is cash settled, and therefore no

shares would be issued, unless Host Inc.’s share price exceeded the exchange rate for this series of debentures of $31.23 as of December 31, 2010. For another $400 million of such exchangeable debentures, Host Inc. has the option to issue cash, shares of Host Inc.’s common stock or any combination thereof in settlement ofthereof. Assuming the debentures, should they be presented for exchange.

On August 19, 2010, Host Inc. entered into a Sales Agency Financing Agreement with BNY Mellon Capital Markets, LLC, through which Host Inc. may issueholders elected to exchange and sell, from timewe elected to time, shares of common stock having an aggregate offering price of up to $400 million. The sales will be made in “at the market” offerings under SEC rules, including sales made directly on the New York Stock Exchange. BNY Mellon Capital Markets, LLC is acting as sales agent. As of December 31, 2010, $300 millionsettle in shares of Host Inc.’s common stock, have been issued and sold pursuant to the program. Sharesdebentures would be exchangeable for approximately 29.9 million shares based on the current exchange price. While these debentures currently are exchangeable through March 31, 2014 based on past trading prices of Host Inc.’s common stock, having an aggregate offering pricewhether they remain exchangeable after March 31, 2014 will depend on then current trading prices of approximately $100 million, remain issuable from time to time under the agreement. Any additional shares ofHost Inc. common stock issued by Host Inc., whether issued under this program or otherwise, would be available in the future for sale in the public markets.stock.

Our earnings and cash distributions will affect the market price of shares of Host Inc.’s common stock.

We believe that the market value of a REIT’s equity securities is based primarily upon the market’s perception of the REIT’s growth potential and its current and potential future cash distributions, whether from operations, sales, acquisitions, development or refinancings, and secondarily is secondarily based upon the value of the underlying assets. For that reason, shares of Host Inc.’s common stock

26


may trade at prices that are higher or lower than the net asset value per share. To the extent that we retain operating cash flow for investment purposes, working capital reserves or other purposes, rather than distributing the cash flow to stockholders, these retained funds, while increasing the value of our underlying assets, may impact negatively impact the market price of Host Inc.’s common stock. Our failure to meet the market’s expectation with regard to future earnings and cash distributions likely would likelyaffect adversely affect the market price of Host Inc.’s common stock.

Market interest rates may affect the price of shares of Host Inc.’s common stock.

We believe that one of the factors that investors consider important in deciding whether to buy or sell shares of a REIT is the dividend rate on the shares, considered as a percentage of the price of the shares, relative to market interest rates. If market interest rates increase, prospective purchasers of REIT shares may expect a higher dividend rate. Thus, higher market interest rates could cause the market price of Host Inc.’s common stock to decrease.

Federal Income Tax Risks

To qualify as a REIT, each of Host Inc. and its subsidiary REITs are required to distribute at least 90% of its taxable income, excluding net capital gain, regardless of available cash or outstanding obligations.

To continue to qualify as a REIT, Host Inc. is required to distribute to its stockholders with respect to each year at least 90% of its taxable income, excluding net capital gain. To the extent that Host Inc. satisfies this distribution requirement, but distributes less than 100% of its taxable incomeincome and net capital gain for the taxable year, it will be subject to federal and state corporate income tax on its undistributed taxable income and net capital gain. In addition, Host Inc. will be subject to a nondeductible 4% excise tax on the amount, if any, by which distributions made by Host Inc. with respect to the calendar year are less than the sum of (1) 85% of its ordinary income, (2) 95% of its net capital gain, and (3) any undistributed taxable income from prior years, less excess distributions from prior years. Host Inc. intends to make distributions, subject to the availability of cash and in compliance with any debt covenants, to its stockholders in order to comply with the distribution requirement and to avoid the imposition of a significant nondeductible 4% excise tax and will rely for this purpose on distributions from Host L.P. and its subsidiaries. There are differences in timing between Host Inc.’s recognition of taxable income and its receipt of cash available for distribution due to, among other things, the seasonality of the lodging industry and the fact that some taxable income will be “phantom” taxable income, which is taxable income that is not matched bywith cash flow. Due to transactions entered into in years prior to Host Inc.’s conversion to a REIT, Host Inc. could recognize substantial amounts of “phantom” taxable income in the future. It is possible that any differences between the recognition of taxable income and the receipt of the related cash could require us to borrow funds or for Host Inc. to issue additional equity in order to enable Host Inc. to meet its distribution requirements and, therefore,

to maintain its REIT status and to avoid the nondeductible 4% excise tax. In addition, because the REIT distribution requirements prevent Host Inc. from retaining earnings, generally we generally will be required to refinance debt at its maturity with additional debt or equity. It is possible that any of these sources of funds, if available at all, would not be sufficient to meet Host Inc.’s distribution and tax obligations.

Host L.P. owns 100% of the outstanding common stock and a portion of the outstanding preferred stock of two entities that have elected to be treated as REITs. Each of these subsidiary REITs will beare subject to the same requirements that Host Inc. must satisfy in order to qualify as a REIT, including the distribution requirements described above.

Adverse tax consequences would occur if Host Inc. or any of its subsidiary REITs fail to qualify as a REIT.

We believe that Host Inc. has been organized and has operated in such a manner so as to qualify as a REIT under the Code, commencing with its taxable year beginning January 1, 1999, and Host Inc. currently intends to continue to operate as a REIT during future years. In addition, Host Inc. owns, through Host L.P., two entities that have elected to be treated as REITs. As the requirements for qualification and taxation as a REIT are extremely complex and interpretations of the federal income tax laws governing qualification and taxation as a REIT are limited, no assurance can be provided that Host Inc. currently qualifies as a REIT or will continue to qualify as a REIT or that each of Host Inc.’s subsidiary REITs qualify as a REIT or will continue to qualify as a REIT. If any of the subsidiary REITs were to fail to qualify as a REIT, it is possible that Host Inc. would fail to qualify as a REIT unless it (or the subsidiary REIT) could avail itself of certain relief provisions. New legislation, treasury regulations, administrative interpretations or court decisions could change significantly change the tax laws with respect to an entity’s qualification as a REIT or the federal income tax consequences of its REIT qualification. If Host Inc. or any of theits subsidiary REITs were to fail to qualify as a REIT, and any available relief provisions did not apply, the non-qualifying REIT would not be allowed to take a deduction for distributions to its stockholders in computing its taxable income, and it would be subject to federal and state corporate income tax, including any applicable alternative minimum tax, on its taxable income at regular corporate rates. Moreover, unless entitled to statutory relief, the non-qualifying REIT would not qualify as a REIT for the four taxable years following the year during which REIT qualification was lost.

Any determination that Host Inc. or one of its subsidiary REITs does not qualify as a REIT will have a material adverse effect on our results of operations and could reduce materially reduce the value of Host Inc.’s common stock. The additional tax liability of Host

27


Inc. or the subsidiary REIT for the year, or years, in which the relevant entity did not qualify as a REIT would reduce its net earnings available for investment, debt service or distributions to stockholders. Furthermore, the non-qualifying entity would no longer would be required to make distributions to its stockholders as a condition to REIT qualification and all of its distributions to stockholders would be taxable as ordinary C corporation dividends to the extent of its current and accumulated earnings and profits. This means that, if Host Inc. were to fail to qualify as a REIT, Host Inc.’s stockholders currently taxed as individuals would be taxed on those dividends at capital gain rates and Host Inc.’s corporate stockholders generally would be entitled to the dividends received deduction with respect to such dividends, subject in each case to applicable limitations under the Code. Host Inc.’s failure to qualify as a REIT also would cause an event of default under Host L.P.’s credit facility, which default could lead to an acceleration of the amounts due thereunder, which, in turn, would constitute an event of default under Host L.P.’s outstanding debt securities.

If our leases are not respected as true leases for federal income tax purposes, each of Host Inc. and its subsidiary REITs would fail to qualify as a REIT.

To qualify as a REIT, Host Inc. must satisfy two gross income tests, pursuant to which specified percentages of its gross income must be passive income, such as rent. For the rent paid pursuant to the hotel leases with our TRS, which rental income currently constitutes substantially all of Host Inc.’s and each of our subsidiary REITs’ gross income, to qualify for purposes of the gross income tests, ourour leases must be respected as true leases for federal income tax purposes and must not be treated as service contracts, joint ventures or some other type of arrangement. We believe that the leases will be respected as true leases for federal income tax purposes. There can be no assurance, however, that the IRSInternal Revenue Service (“IRS”) will agree with this characterization. If the leases were not respected as true leases for federal income tax purposes, neither Host Inc. nor either of our subsidiary REITs would be able to satisfy either of the two gross income tests applicable to REITs and each likely would likely lose its REIT status.

If our affiliated lessees fail to qualify as taxable REIT subsidiaries, each of Host Inc. and its subsidiary REITs would fail to qualify as a REIT.

Rent paid by a lessee that is a “related party tenant” of Host Inc. will not be qualifying income for purposes of the two gross income tests applicable to REITs. We lease substantially all of our hotels to our subsidiary (or its affiliates) that is taxable as a regular C corporation and that has elected to be treated as a taxable REIT subsidiary with respect to Host Inc. and to each subsidiary REIT. So long as any affiliated lessee qualifies as a taxable REIT subsidiary, it will not be treated as a “related party tenant.” We believe that our affiliated lessees have qualified and will continue to qualify, and that the taxable REIT subsidiaries of each of our subsidiary REITs have qualified and will continue to qualify, to be treated as taxable REIT subsidiaries for federal income tax purposes. There can be no assurance, however, that the IRS will not challenge the status of a taxable REIT subsidiary for federal income tax purposes or that a court would not sustain such a challenge. If the IRS were successful in disqualifying any of our affiliated lessees (including the taxable REIT subsidiaries of our subsidiary REITs) from treatment as a taxable REIT subsidiary, it is possible that Host Inc. or a subsidiary REIT would fail to meet the asset tests applicable to REITs and substantially all of its income would fail to qualify for the gross income tests. If Host Inc. or a subsidiary REIT failed to meet either the asset tests or the gross income tests, each likely would likely lose its REIT status.

Despite the REIT status of each of Host Inc. and its subsidiary REITs, we remain subject to various taxes.

One of the subsidiary REITs of Host Inc.’s subsidiary REITs will be required to pay federal income tax at the highest regular corporate rate on “built-in gain” recognized as a result of the sale of one or more of its hotel assetshotels prior to the expiration of the applicable 10-year holding period, including certain hotels acquired from Starwood and its affiliates in 2006. The total amount of gain on which the subsidiary REIT wouldwould be subject to corporate income tax if all of its built-in gain assets were sold in a taxable transaction prior to the expiration of the applicable 10-year holding period would be material to it. Recently enacted legislation, however, has reduced the 10-year period to five years in the case of dispositions of assets in 2012 or 2013.  In addition, we expect that we could recognize other substantial deferred tax liabilities in the future without any corresponding receipt of cash.

Notwithstanding Host Inc.’s status as a REIT, Host Inc. and our subsidiaries (including our subsidiary REITs) will beare subject to some federal, state, local and foreign taxes on their income and property.property in certain cases. For example, Host Inc. and our subsidiary REITs will pay tax on certain types of income that are not distributed and will be subject to a 100% excise tax on transactions with a taxable REIT subsidiary that are not conducted on an arm’s length basis. Moreover, the taxable REIT subsidiaries of Host Inc. and our subsidiary REITs are taxable as regular C corporations and will pay federal, state and local income tax on their net income at the applicable corporate rates, and foreign taxes to the extent that they own assets or conduct operations in foreign jurisdictions.

Host L.P. is obligated under its partnership agreement to pay all such taxes (and any related interest and penalties) incurred by Host Inc.

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If the IRS were to challenge successfully Host L.P.’s status as a partnership for federal income tax purposes, Host Inc. would cease to qualify as a REIT and would suffer other adverse consequences.

We believe that Host L.P. qualifies to be treated as a partnership for federal income tax purposes. As a partnership, it is not subject to federal income tax on its income. Instead, each of its partners, including Host Inc., is required to report and pay tax, if applicable, on such partner’s allocable share of its income. No assurance can be provided, however, that the IRS will not challenge Host L.P.’s status as a partnership for federalfederal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating Host L.P. as a corporation for federal income tax purposes, Host Inc. would fail to meet the gross income tests and certain of the asset tests applicable to REITs and, accordingly, would cease to qualify as a REIT. If Host L.P. fails to qualify as a partnership for federal income tax purposes or Host Inc. fails to qualify as a REIT, either failure would cause an event of default under Host L.P.’s credit facility that, in turn, could constitute an event of default under Host L.P.’s outstanding debt securities. Also, the failure of Host L.P. to qualify as a partnership for federal income tax purposes would cause it to become subject to federal, state and foreign corporate income tax, which tax would reduce significantly the amount of cash available for debt service and for distribution to its partners, including Host Inc.

As a REIT, each of Host Inc. and its subsidiary REITs is subject to limitations on its ownership of debt and equity securities.

Subject to certain exceptions, a REIT generally is generally prohibited from owning securities in any one issuer to the extent that (1) the value of thosesuch securities exceeds 5% of the value of the REIT’s total assets, (2) the securities owned by the REIT represent more than 10% of the issuer’s outstanding voting securities, or (3) the REIT owns more than 10% of the value of the issuer’s outstanding securities. A REIT is permitted to own securities of a subsidiary in an amount that exceeds the 5% value test and the 10% vote or value test if the subsidiary elects to be a taxable REIT subsidiary. However, a REIT may not own securities of taxable REIT subsidiaries that represent in the aggregate more than 25% of the value of the REIT’s total assets. If Host Inc. or any of its subsidiary REITs were to violate these ownership limitations, each likely would likely lose its REIT status.

Each of Host Inc. or its subsidiary REITs may be required to pay a penalty tax upon the sale of a hotel.

The federal income tax provisions applicable to REITs provide that any gain realized by a REIT onfrom the sale of property held as inventory or other property held primarily for sale to customers in the ordinary course of business is treated as income from a “prohibited transaction” that is subject to a 100% excise tax. Under existing law, whether property, including hotels, is held as inventory or primarily for sale to customers in the ordinary course of business is a question of fact that dependsdepends upon all of the facts and circumstances with respect to the particular transaction. We intend to hold our hotels for investment with a view to long-term appreciation, to engage in the business of acquiring and owning hotels and to make occasional sales of hotels consistent with our investment objectives. There can be no assurance, however, that the IRS might not contend that one or more of these sales are subject to the 100% excise tax.

Risks Relating to Redemption of OP Units

A holder who redeemsoffers its OP units for redemption may have adverse tax consequences.

A holder who redeemswhose OP units are redeemed will be treated for federal and state income tax purposes as having sold the OP units. The sale of these units is a taxable event and the holder thereof will be treated as realizing an amount equal to the sum of (1) the value of the common stock or cash the holder receives, plusand (2) the amount of Host L.P.’s nonrecourse liabilities allocableallocated to the redeemed OP units. The gain or loss recognized by the holder of OP unitsunits is measured by the difference between the amount realized by the holder and the holder’s tax basis in the OP units redeemed (which will includetax basis includes the amount of Host L.P.’s nonrecourse liabilities allocableallocated to the redeemed OP units). It is possible that the amount of gain and/or the tax liability related thereto that the holder recognizes and pays could exceed the value of the common stock or cash that the holder receives. It also is possible that the tax liability resulting from this gain could exceed the value of the common stock or cash the holder receives.

If a holder of OP units elects to redeem their units, the original receipt of the OP units may be subject to tax.

If a holder of OP units elects to redeem their units, particularly within two years of receiving them, there is a risk that the original receipt of the OP units may be treated as a taxable sale under the “disguised sale” rules of the Internal Revenue Code. Subject to several exceptions, the tax law generally provides that a partner’s contribution of property to a partnership and a simultaneous or subsequent transfer of money or other consideration from the partnership to the partner will be presumed to be a taxable sale. In particular, if money or other consideration is transferred by a partnership to a partner within two years of the partner’s contribution of property, the transactions are presumed to be a taxable sale of the contributed property, unless the facts and circumstances clearly establish that the transfers are not a sale. On the other hand, if two years have passed between the original contribution of property and the transfer of money or other consideration, the transactions will not be presumed to be a taxable sale, unless the facts and circumstances clearly establish that they should be.

Differences between an investment in shares of Host Inc. common stock and Host L.P. OP units may affect redeemed holders of OP units.

If a holder of OP units elects to have OPits units redeemed, we will determine whether the holder receives cash or shares of Host Inc.’s common stock in exchange for the OP units. Although an investment in shares of Host Inc.’s common stock is substantially similar to an investment in Host L.P. OP units, there are some differences between ownership of OP units and ownership of Host Inc. common stock.differences.  These differences include form of organization, management structure, voting rights, liquidity and federal incomeand state income taxation, some of which differences may be material to investors.

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Item 1B.

Item 1B. Unresolved Staff Comments

None.

Item  2.

Properties

See Part 1 Item 2. Properties

See Section “Our1. “Business—Our Hotel Properties” of Item 1Portfolio above for a discussion of our hotel properties.

Item 3. Legal Proceedingshotels.

Item 3.

Legal Proceedings

On April 27, 2005, we initiated a lawsuit against Keystone-Texas Property Holding Corporation (“Keystone”) seeking a declaration that a provision of the ground lease for the property under the San Antonio Marriott Rivercenter was valid and claiming that Keystone had breached that lease provision. On October 18, 2006, Keystone filed an amended counterclaim and later, a third party claim, alleging that we had tortiously interfered with Keystone’s attempted sale of the property and that we slandered Keystone’s title to the property.

On February 8, 2010, we received an adverse jury verdict in the 166th166th Judicial District Court of Bexar County, Texas. The jury found that we tortiously interfered with the attempted sale by Keystone of the land under the San Antonio Marriott Rivercenter and awarded Keystone $34.3 million in damages, plus statutory interest. In addition, the jury found that we slandered Keystone’s title to the property and awarded Keystone $39 million in damages, plus statutory interest. Keystone only will only be entitled to receive one of these damagesdamage awards. On February 12, 2010, the jury awarded Keystone $7.5 million in exemplary damages with respect to the second claim. The trial court, however, subsequently granted our motion to disregard the jury’s exemplary damages award. Based on the range of possible outcomes, we have accrued a potential litigation loss of approximately $47 million.

On June 3, 2010, the trial court enteredissued its final judgment reciting and incorporating the jury’s verdict and awarding KeystoneKeystone: (i) $39 million in damages for slander of title or, alternatively, $34.3 million for tortious interference of contract; (ii) approximately $6.8 million in pre-judgment and post-judgment interest (as of December 31, 2013, interest was $17 million); (iii) approximately $3.5 million in attorneys’ fees, expenses, and costs; and (iv) an additional $750,000 in attorneys’ fees. fees for any appeal to the court of appeals and Texas Supreme Court.

On August 26,November 23, 2011, a three-judge panel of the San Antonio Court of Appeals issued its memorandum opinion denying our appeal of the trial court’s June 3, 2010 final judgment. In addition, the panel overturned the trial court’s decision to grant our motion to disregard the jury’s $7.5 million award of exemplary damages. On January 17, 2012, we filed motions seeking rehearing from the three-judge panel and a motion for rehearing by the entire seven-judge court of appeals. Those motions were denied on February 29, 2012.

On May 16, 2012, we filed a Petition for Review in the Texas Supreme Court and on August 17, 2012 the Court requested briefing on the merits. Briefing concluded in January 2013. On June 28, 2013, the Court issued an order denying the petition for review; however, on December 13, 2013, the Court granted our noticemotion for rehearing on that order and heard oral argument on our appeal on February 4, 2014. No assurances can be given as to the outcome of appeal based, in part, on what we believethis appeal. We have accrued a loss contingency of approximately $68 million related to be numerous erroneous rulings which adversely impacted the jury’s verdict.this litigation. We intend to vigorously pursue these issues on appeal.have funded a court-ordered $25 million escrow reserve for this legal proceeding.

We also are involved in various other legal proceedings in the normal course of business and are vigorously defending these claims; however, no assurances can be given as to the outcome of any pending legal proceedings. We believe, based on currently available information, that the results of such proceedings, in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

Item  4.

Mine Safety Disclosures

Not Applicable.

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EXECUTIVE OFFICERS

Item 4. Reserved

EXECUTIVE OFFICERS

In the following table we set forth certain information regarding those persons currently serving as executive officers of Host Inc. as of February 18, 2011. 1, 2014. Host L.P. does not have executive officers.

 

Name and Title

Age

Age

Business Experience Prior to Becoming an

Executive Officer of Host Inc.

Richard E. Marriott

Chairman of the Board

75

72

Richard E. Marriott joined our company in 1965 and has served in various executive capacities. In 1979, Mr. Marriott was elected to the Board of Directors. In 1984, he was elected Executive Vice President and in 1986, he was elected Vice Chairman of the Board of Directors. In 1993, Mr. Marriott was elected Chairman of the Board.

W. Edward Walter

President,

Chief Executive Officer and Director

58

55

W. Edward Walter joined our company in 1996 as Senior Vice President for Acquisitions and was electedlater named Treasurer in 1998, Executive Vice President in 2000,and Chief Operating Officer in 2001,before becoming our Chief Financial Officer in 2003 and President, Chief Executive Officer and Director in October 2007.

Elizabeth A. Abdoo

Executive Vice President,

General Counsel and Secretary

55

52

Elizabeth A. Abdoo joined our company in June 2001 as Senior Vice President and General Counsel and became Executive Vice President in February 2003. She was elected Secretary in August 2001.

Minaz B. Abji

Executive Vice President,

Asset Management

60

57

Minaz B. Abji joined our company in 2003 as Executive Vice President, Asset Management. Prior to joining us, Mr. Abji was President of Canadian Hotel Income Properties REIT, a Canadian REIT located in Vancouver, British Columbia where he worked since 1998.

Larry K. Harvey
Executive Vice President, Chief Financial Officer

46Larry K. Harvey rejoined our company in February 2003 as Senior Vice President and Corporate Controller. In February 2006, he was promoted to Senior Vice President, Chief Accounting Officer. He was elected Executive Vice President, Chief Financial Officer and Treasurer in 2007. He served as Treasurer until February 2010 and continues to serve as Executive Vice President and Chief Financial Officer. Prior to joining us, he served as Chief Financial Officer of Barceló Crestline Corporation, formerly Crestline Capital Corporation. Prior to that, he was our Vice President of Corporate Accounting, before the spin-off of Crestline in 1998.

Gregory J. Larson
Executive Vice President, Corporate Strategy and Fund Management

46Gregory J. Larson joined our company in October 1993. In 1998, Mr. Larson joined the Treasury group as Vice President of Corporate Finance. He assumed leadership of the Investor Relations department in 2000, was promoted to Senior Vice President in 2002, and was elected Treasurer in 2005. In November 2007, Mr. Larson was selected to lead our corporate strategy and fund management business and elected to Executive Vice President.

James F. Risoleo
Executive Vice President, Chief Investment Officer

55James F. Risoleo joined our company in 1996 as Senior Vice President for Acquisitions, and was elected Executive Vice President in 2000. He is responsible for our development, acquisition and disposition activities, including oversight of our European and Asian joint venture investments.

Name and Title

Age

Business Experience Prior to Becoming an

Executive Officer of Host Inc.

Joanne G. Hamilton

Executive Vice President,

Human Resources

56

53

Joanne G. Hamilton joined our company as Executive Vice President, Human Resources in January 2010. Prior to joining our company, she was the Chief Human Resource Officer for Beers & Cutler, an accounting and consulting firm based in Vienna, Virginia from 2007 to 2010. Prior to joining Beers & Cutler, Ms. Hamilton served as Senior Vice President of Human Resources for Spirent PLC, a global telecommunications company, from 2002 to 2007. Prior2007.

Gregory J. Larson

Executive Vice President,

Chief Financial Officer

49

Gregory J. Larson joined our company in 1993. In 1998, Mr. Larson joined the Treasury group as Vice President of Corporate Finance. He assumed leadership of the Investor Relations department in 2000, was promoted to that time, Ms. Hamilton was Senior Vice President at Visual Networksin 2002, and was elected Treasurer in 2005. In November 2007, Mr. Larson was selected to lead our corporate strategy business and promoted to Executive Vice President. In May 2013 he was named Chief Financial Officer.

James F. Risoleo

Executive Vice President of Human Resources at Telecommunications Techniques Corporation.

&

Managing Director, Europe

58

Brian G. Macnamara

James F. Risoleo joined our company in 1996 as Senior Vice President for Acquisitions, and was elected Executive Vice President and Chief Investment Officer in 2000. In January 2012, he became managing director of the Company’s European business activities.

Struan B. Robertson

Executive Vice President

Chief Investment Officer

48

Struan B. Robertson joined our company in January 2013. From 1994 to 2012 he held various positions at Morgan Stanley, most recently as Global Co-Head of its real estate and lodging investment banking business.

Brian G. Macnamara

Senior Vice President,

Corporate Controller

54

51

Brian G. Macnamara joined our company in February 1996, was promoted to Vice President, Assistant Corporate Controller in February 2007, and was elected Senior Vice President, Corporate Controller in September 2007. Prior to serving as Assistant Corporate Controller, Mr. Macnamara served as Vice President, Financial Reporting

31


PART II

Item 5.

Market for Registrant’s Common Stock, Related Stockholder Matters and Corporate Real Estate.Issuer Purchases of Equity Securities for Host Inc.

PART II

Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc.

Host Inc.’s common stock is listed on the New York Stock Exchange and trades under the symbol “HST.” The following table sets forth, for the fiscal periods indicated, the high and low sales prices per share of Host Inc.’s common stock as reported on the New York Stock Exchange Composite Tape and dividends declared per share:

 

  Stock Price   

Dividends

Declared

 

Stock Price

 

Dividends
Declared
Per Share

 

  High   Low   Per Share 

 

High

 

 

Low

2009

      

1st Quarter

  $8.22    $3.08    $—    

2nd Quarter

   9.92     3.70     —    

3rd Quarter

   11.09     7.07     —    

4th Quarter

   12.20     9.64     0.25

2010

      

1st Quarter

  $14.96    $10.46    $0.01  

2nd Quarter

   17.09     12.83     0.01  

3rd Quarter

   15.91     12.64     0.01  

4th Quarter

   17.97     13.95     0.01  

2012

 

 

 

 

 

 

 

 

 

1st Quarter

$

17.25

 

 

$

14.71

 

 

$

0.06

 

2nd Quarter

 

17.06

 

 

 

14.11

 

 

 

0.07

 

3rd Quarter

 

16.30

 

 

 

14.06

 

 

 

0.08

 

4th Quarter

 

17.25

 

 

 

13.78

 

 

 

0.09

 

 

 

 

 

 

 

 

 

 

 

 

Stock Price

 

 

Dividends
Declared
Per Share

 

High

 

 

Low

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

1st Quarter

$

17.73

 

 

$

16.14

 

 

$

0.10

 

2nd Quarter

 

18.77

 

 

 

16.02

 

 

 

0.11

 

3rd Quarter

 

18.70

 

 

 

16.41

 

 

 

0.12

 

4th Quarter

 

19.44

 

 

 

17.09

 

 

 

0.13

 

*In reliance on the specific terms of guidance issued by the IRS and subject to certain elections by Host Inc.’s stockholders and the effect of a 10% cash limitation, Host Inc. paid approximately 90% of the special dividend with Host Inc.’s common stock, or 13.4 million common shares, with the remaining 10% paid in cash of approximately $15.6 million.

Under the terms of our senior notes indenture and the credit facility, Host Inc.’s ability to pay dividends and make other payments is dependent on its ability to satisfy certain financial requirements. See Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition” and Part I Item 1A. “Risk Factors—Financial Risks and Risks of Operation—Our ability to pay dividends and to make distributions may be limited or prohibited by the terms of our indebtednessindebtedness or preferred units.”

As of February 18, 2011,21, 2014, there were 29,39124,750 holders of record of Host Inc.’s common stock. However, because many of the shares of itsour common stock are held by brokers and other institutions on behalf of stockholders, we believe that there are considerably more beneficial holders of itsour common stock than record holders. As of February 18, 2011,21, 2014, there were 1,8861,696 holders of OP units (in addition to Host Inc.). OP units are redeemable for cash, or, at our election, convertible intofor Host Inc.’s common stock.

Host Inc.’s ability to qualify as a REIT under the Internal Revenue Code is facilitated by limiting the number of shares of its stock that a person may own. Its charter provides that, subject to limited exceptions, no person or persons acting as a group may own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code, more than 9.8% in value or in number, whichever is more restrictive, of shares of Host Inc.’s outstanding common stock, preferred stock or any other stock,class of stock, each considered as a separate class or series for this purpose. Host Inc.’s Board of Directors has the authority to increase the ownership limit from time to time, but does not have the authority to do so to the extent that, after giving effect to such increase, any five beneficial owners of capital stock beneficially could beneficially own in the aggregate more than 49.5% of the outstanding capital stock. See Part I Item 1A. “Risk Factors—Risks Related toof Ownership of Host Inc.’s Common Stock—There are limitations on the acquisition of Host Inc. common stock and changes in control.”

Fourth Quarter 2010 Purchases of Equity Securities

 

Period

  Total Number
of Common
Shares Purchased
  Average Price Paid
per  Common Share
  Total Number of  Common
Shares Purchased as Part
of Publicly Announced
Plans or Programs
   Maximum Number (Or
Approximate Dollar Value)

of Common Shares that
May Yet Be Purchased
Under the Plans or  Programs
 
             (in millions) 

September 11, 2010— October 10, 2010

   6,424 $14.69  —      $—    

October 11, 2010— November 10, 2010

   —     $—      —      $—    

November 11, 2010— December 10, 2010

   —     $—      —      $—    

December 11, 2010— December 31, 2010

   —     $—      —      $—    
         

Total

   6,424   $14.69    —      $—    
         

32


 

*Reflects 6,424 shares of restricted stock withheld and used for the purpose of paying taxes in connection with the release of restricted common shares to plan participants (the $14.69 purchase price is the price of Host Inc. common stock on the date of release).

Stockholder Return Performance

The following graph compares the five-year cumulative total stockholder return on Host Inc.’s common stock against the cumulative total returns of the Standard & Poor’s Corporation Composite 500 Index and the National Association of Real Estate Investment Trust (“NAREIT”) Equity Index. The graph assumes an initial investment of $100 in Host Inc.’s common stock and in each of the indexes, and also assumes the reinvestmentreinvestment of dividends.

Comparison of Five-Year Cumulative Stockholder Returns 200520082010

2013

 

   2005   2006   2007   2008   2009   2010 

Host Hotels & Resorts, Inc.

  $100.00    $134.04    $97.59    $45.44    $70.25    $107.85  

NAREIT Equity Index

  $100.00    $135.06    $113.87    $70.91    $90.76    $116.12  

S&P 500 Index

  $100.00    $115.84    $122.17    $77.07    $97.46    $112.14  

 

2008

 

 

2009

 

 

2010

 

 

2011

 

 

2012

 

 

2013

 

Host Hotels & Resorts, Inc.

$

100.00

 

 

$

157.88

 

 

$

242.26

 

 

$

202.29

 

 

$

218.77

 

 

$

278.51

 

NAREIT Equity Index

$

100.00

 

 

$

127.99

 

 

$

163.76

 

 

$

177.32

 

 

$

212.26

 

 

$

218.32

 

S&P 500 Index

$

100.00

 

 

$

126.46

 

 

$

145.51

 

 

$

148.59

 

 

$

172.37

 

 

$

228.19

 

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing of Host Inc. or Host L.P. (or any of their respective subsidiaries) under the Securities Act of 1933, as amended, or the Securities Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Fourth Quarter 2013 Host Inc. Sales of Unregistered Securities

MarketOn December 6, 2013, Host Inc. issued 12,335 shares of common stock to Fidelity Investments Charitable Gift Fund in exchange for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases12,076 OP units of Equity Securities for Host L.P. held by the fund.  All shares were issued pursuant to the private placement exemption from registration provided by Section 4(2) of the Securities Act.  The number of shares issued was based on the current conversion factor of 1.021494 shares per OP unit.    


33


Item 5.

Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P.

There is no established public trading market for our OP units and transfers of OP units are restricted by the terms of Host L.P.’s partnership agreement. Under the terms of our senior notes indenture and our credit facility, Host L.P.’s ability to make distributions and other payments is dependent on its ability to satisfy certain financial requirements. See “Risk Factors—Our ability to pay dividends and to make distributions may be limited or prohibited by the terms of our indebtedness or preferred units.” The following table sets forth, for the fiscal periods indicated, Host L.P.’s distributions declared per common OP unit:

 

 

Distributions Declared
Per Common Unit

 

 

2012

 

 

2013

 

1st Quarter

$

0.0613

 

 

$

0.1021

 

2nd Quarter

 

0.0715

 

 

 

0.1124

 

3rd Quarter

 

0.0817

 

 

 

0.1226

 

4th Quarter

 

0.0919

 

 

 

0.1328

 

Distributions
Declared Per
Common Unit

2009

1st Quarter

—  

2nd Quarter

—  

3rd Quarter

—  

4th Quarter

$.025

2010

1st Quarter

$.0102

2nd Quarter

$.0102

3rd Quarter

$.0102

4th Quarter

$.0102

*On September 14, 2009, Host Inc.’s Board of Directors authorized a special dividend of $0.25 per share of common stock. The dividend was paid on December 18, 2009 to holders of record as of November 6, 2009. In reliance on the specific terms of guidance issued by the IRS and subject to certain elections by Host Inc.’s stockholders and the effect of a 10% cash limitation, Host Inc. paid approximately 90% of the special dividend with Host Inc.’s common stock, or 13.4 million common shares, with the remaining 10% paid in cash of approximately $15.6 million. Pursuant to the partnership agreement of Host L.P., common OP unitholders received the cash distribution of 10% of the $0.25 per share dividend paid by Host Inc. to its common stockholders, or $0.025 per OP unit, but did not receive an equivalent per unit distribution for the 90% of the dividend paid with Host Inc.’s common stock. Instead, the conversion factor used to convert OP units into shares of Host Inc.’s common stock was proportionately adjusted from 1.0 to 1.021494. This adjustment to the conversion factor was made to avoid any unintended dilution as a result of the portion of Host Inc.’s dividend paid with shares of its common stock to its stockholders.

The number of holders of record of Host L.P.’s common OP units on February 18, 201121, 2014 was 1,886.1,696 . The number of outstanding common OP units as of February 18, 201121, 2014 was 676,522,234,750,325,094 of which 666,110,729740,816,858 were owned by Host Inc. Under the terms of our senior notes indenture and the credit facility, Host L.P.’s ability to make distributions and other payments is dependent on its ability to satisfy certain financial requirements. In addition, under the terms of Host L.P.’s preferred OP units, we are not permitted to make distributions on our common OP units unless all cumulative distributions have been paid on our preferred OP units. See Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition” and Part I Item 1A. “Risk Factors—Financial Risks and Risks of Operation—Our ability to pay dividends and to make distributions may be limited or prohibited by the terms of our indebtedness or preferred units.”

units”

Fourth Quarter 2010 Issuer2013 Host L.P. Purchases of Equity Securities

 

Period

Total Number of
OP Units Purchased

Average Price

Paid Per Unit

Average Price Paid

per Common Unit

Total Number of CommonOP
Units Purchased as Part
 of
of Publicly Announced
PlanPlans or Programs

Maximum Number (or
Approximate Dollar Value)
Value

of Common Units that
May Yet Be Purchased
Under the Plans or Programs

(in millions)

September 11, 2010—October 10, 2010

31,533

October 1, 2013 — October 31, 2013

21,405

*

1.021494 shares of Host Inc. Common Stock*

October 11, 2010—November 10, 20101, 2013 — November 30, 2013

10,215

61,185

*

1.021494 shares of Host Inc. Common Stock**

November 11, 2010—December 10, 20101, 2013 — December 31, 2013

22,319

42,241

*

1.021494 shares of Host Inc. Common Stock**

—  —  

December 11, 2010—December 31, 2010

47,111

** 

1.021494 shares of Host Inc. Common Stock**

—  —  

Total

111,178

124,831

 

*Reflects (1) 25,245 common OP units redeemed by holders in exchange for shares of Host Inc.’s common stock and (2) 6,288 common OP units cancelled upon cancellation of 6,424 shares of Host Inc.’s common stock by Host Inc.

**

Reflects common OP units redeemed by holdersHost Inc. in exchange for shares of Host Inc.’sits common stock.

34


Item 6.

Item 6. Selected Financial Data (Host Hotels & Resorts, Inc.)

The following table presents certain selected historical financial data which has been derived from audited consolidated financial statements of Host Hotels & Resorts, Inc.) for the five years ended December 31, 2013 and should be read in conjunction with the consolidated financial statements and related notes and Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”:

 

 

Calendar year

 

 

 

2013

 

 

2012

 

 

2011

 

 

2010

 

 

2009

 

 

 

(in millions, except per share amounts)

 

Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

5,166

 

 

$

5,059

 

 

$

4,714

 

 

$

4,154

 

 

$

3,882

 

Income (loss) from continuing operations

 

 

210

 

 

 

(8

)

 

 

(27

)

 

 

(137

)

 

 

(188

)

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

 

 

115

 

 

 

71

 

 

 

11

 

 

 

5

 

 

 

(70

)

Net income (loss)

 

 

325

 

 

 

63

 

 

 

(16

)

 

 

(132

)

 

 

(258

)

Net income (loss) attributable to Host Hotels & Resorts, Inc.

 

 

317

 

 

 

61

 

 

 

(15

)

 

 

(130

)

 

 

(252

)

Net income (loss) available to common stockholders

 

 

317

 

 

 

61

 

 

 

(15

)

 

 

(138

)

 

 

(261

)

Basic earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

.27

 

 

 

(.01

)

 

 

(.04

)

 

 

(.22

)

 

 

(.33

)

Discontinued operations

 

 

.16

 

 

 

.09

 

 

 

.02

 

 

 

.01

 

 

 

(.12

)

Basic earnings (loss) per common share

 

 

.43

 

 

 

.08

 

 

 

(.02

)

 

 

(.21

)

 

 

(.45

)

Diluted earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

.27

 

 

 

(.01

)

 

 

(.04

)

 

 

(.22

)

 

 

(.33

)

Discontinued operations

 

 

.15

 

 

 

.09

 

 

 

.02

 

 

 

.01

 

 

 

(.12

)

Diluted earnings (loss) per common share

 

 

.42

 

 

 

.08

 

 

 

(.02

)

 

 

(.21

)

 

 

(.45

)

Dividends declared per common share

 

 

.46

 

 

 

.30

 

 

 

.14

 

 

 

.04

 

 

 

.25

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

12,814

 

 

$

12,994

 

 

$

13,090

 

 

$

12,411

 

 

$

12,555

 

Debt

 

 

4,759

 

 

 

5,411

 

 

 

5,753

 

 

 

5,477

 

 

 

5,837

 

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

97

 

(1)

Discontinued operations reflects the operations of properties classified as held for sale, the results of operations of properties prior to their disposition and the gain or loss on those dispositions.

35


Item 6.

Selected Financial Data (Host Hotels & Resorts, L.P.)

The following table presents certain selected historical financial data which has been derived from audited consolidated financial statements of Host Hotels & Resorts, L.P. for the five years ended December 31, 2010. The following information2013 and should be read in conjunction with the consolidated financial statements and related notes and Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”:

 

 

Calendar year

 

 

 

2013

 

 

2012

 

 

2011

 

 

2010

 

 

2009

 

 

 

(in millions, except per unit amounts)

 

Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

5,166

 

 

$

5,059

 

 

$

4,714

 

 

$

4,154

 

 

$

3,882

 

Income (loss) from continuing operations

 

 

210

 

 

 

(8

)

 

 

(27

)

 

 

(137

)

 

 

(188

)

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

 

 

115

 

 

 

71

 

 

 

11

 

 

 

5

 

 

 

(70

)

Net income (loss)

 

 

325

 

 

 

63

 

 

 

(16

)

 

 

(132

)

 

 

(258

)

Net income (loss) attributable to Host Hotels & Resorts, L.P.

 

 

321

 

 

 

62

 

 

 

(15

)

 

 

(132

)

 

 

(257

)

Net income (loss) available to common unitholders

 

 

321

 

 

 

62

 

 

 

(15

)

 

 

(140

)

 

 

(266

)

Basic earnings (loss) per common unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

.28

 

 

 

(.01

)

 

 

(.04

)

 

 

(.22

)

 

 

(.32

)

Discontinued operations

 

 

.15

 

 

 

.10

 

 

 

.02

 

 

 

.01

 

 

 

(.12

)

Basic earnings (loss) per common unit

 

 

.43

 

 

 

.09

 

 

 

(.02

)

 

 

(.21

)

 

 

(.44

)

Diluted earnings (loss) per common unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

.28

 

 

 

(.01

)

 

 

(.04

)

 

 

(.22

)

 

 

(.33

)

Discontinued operations

 

 

.15

 

 

 

.10

 

 

 

.02

 

 

 

.01

 

 

 

(.12

)

Diluted earnings (loss) per common unit

 

 

.43

 

 

 

.09

 

 

 

(.02

)

 

 

(.21

)

 

 

(.45

)

Distributions declared per common unit

 

 

.470

 

 

 

.306

 

 

 

.143

 

 

 

.0408

 

 

 

.025

 

Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

12,814

 

 

$

12,994

 

 

$

13,090

 

 

$

12,410

 

 

$

12,553

 

Debt

 

 

4,759

 

 

 

5,411

 

 

 

5,753

 

 

 

5,477

 

 

 

5,837

 

Preferred units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

97

 

 

   Calendar year 
   2010  2009  2008   2007   2006 
   (in millions, except per share amounts) 

Income Statement Data:

        

Revenues

  $4,437   $4,144   $5,119    $5,227    $4,638  

Income (loss) from continuing operations

   (128  (197  383     533     305  

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

   (4  (61  31     201     462  

Net income (loss)

   (132  (258  414     734     767  

Net income (loss) attributable to Host Hotels & Resorts, Inc.

   (130  (252  395     703     727  

Net income (loss) available to common stockholders

   (138  (261  386     694     707  

Basic earnings (loss) per common share:

        

Income (loss) from continuing operations

   (.20  (.34  .68     .94     .51  

Income (loss) from discontinued operations

   (.01  (.11  .06     .39     .96  

Net income (loss)

   (.21  (.45  .74     1.33     1.47  

Diluted earnings (loss) per common share:

        

Income (loss) from continuing operations

   (.20  (.34  .66     .94     .51  

Income (loss) from discontinued operations

   (.01  (.11  .06     .38     .95  

Net income (loss)

   (.21  (.45  .72     1.32     1.46  

Dividends declared per common share (2)

   .04    .25    .65     1.00     .76  

Balance Sheet Data:

        

Total assets

  $12,411   $12,555   $11,950    $11,811    $11,808  

Debt

   5,477    5,837    5,876     5,515     5,833  

Preferred stock

   —      97    97     97     97  

 

(1)

Discontinued operations reflects the operations of properties classified as held for sale, the results of operations of properties disposed ofprior to their disposition and the gain or loss on those dispositions.

36


(2)

Item 7.

See Item 5. “Market for Registrants’ Common Stock, Related Stockholder Matters

Management’s Discussion and Issuer PurchasesAnalysis of Equity Securities for Host Inc.”Financial Condition and Results of Operations

Selected Financial Data (Host Hotels & Resorts, L.P.)

The following table presents certain selected historical financial data which has been derived from audited consolidated financial statements for the five years ended December 31, 2010. The following information should be read in conjunction with the consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”:

   Calendar year 
   2010  2009  2008   2007   2006 
   (in millions, except per unit amounts) 

Income Statement Data:

        

Revenues

  $4,437   $4,144   $5,119    $5,227    $4,638  

Income (loss) from continuing operations

   (128  (197  383     533     305  

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

   (4  (61  31     201     462  

Net income (loss)

   (132  (258  414     734     767  

Net income (loss) attributable to Host Hotels & Resorts, L.P.

   (132  (257  411     728     758  

Net income (loss) available to common unitholders

   (140  (266  402     719     738  

Basic earnings (loss) per common unit:

        

Income (loss) from continuing operations

   (.21  (.34  .68     .96     .55  

Income from discontinued operations

   —      (.10  .06     .37     .92  

Net income (loss)

   (.21  (.44  .74     1.33     1.47  

Diluted earnings (loss) per common unit:

        

Income (loss) from continuing operations

   (.21  (.35  .66     .95     .55  

Income from discontinued operations

   —      (.10  .06     .37     .92  

Net income (loss)

   (.21  (.45  .72     1.32     1.47  

Distributions declared per common unit (2)

   .0408    .025    .65     1.00     .76  

Balance Sheet Data:

        

Total assets

  $12,410   $12,553   $11,948    $11,809    $11,805  

Debt

   5,477    5,837    5,876     5,515     5,833  

Preferred units

   —      97    97     97     97  

(1)Discontinued operations reflects the operations of properties classified as held for sale, the results of operations of properties disposed of and the gain or loss on those dispositions.
(2)See Item 5. “Market for Registrants’ Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P.”

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report.

Overview

Host Inc. operates as a self-managed and self-administered REIT.REIT that owns properties and conducts operations through Host L.P., of which Host Inc. is the sole general partner and in which it holds approximately 98.7% of its common OP units as of December 31, 2013. The remainder of Host L.P.’s common OP units are owned by various unaffiliated limited partners. Host Inc. has the exclusive and holds 98.4% of its partnership interests.complete responsibility for Host L.P. is a limited partnership operating through an umbrella partnership structure. As of February 18, 2011, we own 120 hotels, primarily consisting of luxury’s day-to-day management and upper upscale properties. control.

Host Inc. is the largest lodging REIT in NAREIT’s composite index. A REIT is a legal entity that owns real estate assetsindex and one of the largest owners of luxury and upper upscale hotel properties. As of February 14, 2014, we own 114 hotels in the United States and internationally and have minority ownership interests in an additional 24 hotels through payments of dividends to stockholders, is permitted to reduce or eliminate federal income taxes atjoint ventures in the corporate level.

OurUnited States, Europe and the Asia/Pacific region. These hotels are primarily operated under brand names that are among the most respected and widely recognized in the lodging industry. The majority of our properties are luxury and upper upscale that are located in central business districts of major cities, near airports and in resort/conference destinations that benefit from significant barriers to entry by competitors. In 2010,Since 2002, the percentage of revenues from our target markets has increased from approximately 79%55% to 75% in 2013, as we have focused our acquisition efforts on these locations, and similarly disposed of our revenues were generated by our urban and resort/conference hotels.non-core assets. While our hotels in these markets still are still subject to competitive pressures, we believe this strategy should allow usof combining premium brands with superior locations provides opportunities to achieve room rate and occupancy premiums in excess of those of our competitors. We seek to maximize the value of our portfolio through aggressive asset management by assisting the managers of our hotels in optimizing property operations and by completing strategic capital improvements.

Our Customers

Our Customers

The majority of our customers fall into three broad groups: transient business, group business and contract business. The table below details the percentagebusiness, which accounted for approximately 60%, 35%, and 5%, respectively, of our 2013 room sales for each group:

   2010  2009  2008  2007  2006 

Transient business

   56  56  54  56  54

Group business

   37  37  41  40  42

Contract business

   7  7  5  4  4

sales. Similar to the majority of the lodging industry, we further categorize business within these categoriesbroad groups based on characteristics they have in common as follows:

Transient business broadly represents individual business or leisure travelers. Business travelers make up the majority of transient demand at our hotels. Therefore, we will be significantly more significantly affected by trends in business travel versusthan trends in leisure demand. The four key subcategories of the transient business group are:

Premium: Sometimes referred to as “rack rate,” this rate is typically applied to rooms booked close to arrival during high demand periods and is the highest rate category available. Room rates will fluctuate depending on anticipated demand levels (e.g. seasonality and weekday vs. weekend stays).

Retail: This is the benchmark rate that a hotel publishes and offers to the general public. It typically is the rate charged to travelers that do not have access to negotiated or discounted rates. It includes the “rack rate,” which typically is applied to rooms during high demand periods and is the highest rate category available. Retail room rates will fluctuate more freely depending on anticipated demand levels (e.g. seasonality and weekday vs. weekend stays).   

Corporate: This is the benchmark rate that a hotel publishes and offers to the general public. It is typically the second highest category and is for travelers that do not have access to negotiated or discount rates.

Non-Qualified Discount: These include special rates offered by the hotels, including packages, advance-purchase discounts and promotional offers.  These also include rooms booked through online travel agencies (OTA’s).  

Special Corporate: This is a negotiated rate offered to companies and organizations that provide significant levels of room night demand to the hotel or to hotel brands generally. These rates are typically negotiated annually at a discount to the anticipated corporate rate.

Special Corporate: This is a negotiated rate offered to companies and organizations that provide significant levels of room night demand to the hotel or to hotel brands generally. These rates typically are negotiated annually at a discount to the anticipated retail rate. In addition, this category includes rates offered at the prevailing per diem for approved government travel.

Discount: This encompasses all discount programs, such as AAA and AARP discounts, government per diem, rooms booked through wholesale channels, frequent guest program redemptions, and promotional rates and packages offered by a hotel.

Qualified Discount: This category encompasses all discount programs, such as AAA and AARP discounts, rooms booked through wholesale channels, frequent guest program redemptions, and promotional rates and packages offered by a hotel.

Group business represents clusters of guestrooms booked together, usually with a minimum of 10 rooms. Examples include a company training session or a social event such as a family reunion. The three key sub-categories of the group business category are:

Association: group business related to national and regional association meetings and conventions.

Corporate: group business related to corporate meetings (e.g., product launches, training programs, contract negotiations, and presentations).

Other: group business predominately related to social, military, education, religious, fraternal and youth and amateur sports teams, otherwise known as SMERF business.

Association: groupContract business related to national and regional association meetings and conventions.

Corporate: group business related to corporate meetings (e.g., product launches, training programs, contract negotiations, and presentations).

Other: group business predominately related to social, military, education, religious, fraternal and youth and amateur sports teams, otherwise known as SMERF business.

The final category is contract demand, which refers to blocks of rooms sold to a specific company for an extended period of time at significantly discounted rates. ContractAirline crews are typical generators of contract demand for our airport hotels. Additionally, contract rates are usuallymay be utilized by hotels that are located in markets that are experiencing consistently lower levels of demand. Airline crews are typical generators of contract demand for our hotels.

37


Understanding Our Performance

Our Revenues and Expenses. Our hotels are operated by third-party managers under long-term agreements, pursuant to whichwhich they typically earn base and incentive management fees based on the levels of revenues and profitability of each individual hotel. We provide operating funds, or working capital, which the managers use to purchase inventory and to pay wages, utilities, property taxes and other hotel-level expenses. We generally receive a cash distribution from our hotel managers each four-week or monthly accounting period,month, which distribution reflects hotel-level sales less property-level operating expenses (excluding depreciation).

Revenues forRevenue from owned hotels are 96%represents 99% of our total revenue. The following table presents the components of our hotel revenue as a percentage of our total revenue:

 

% of 20102013
Revenues

·

Rooms revenue. Occupancy and average daily room rate are the major drivers of rooms revenue. The business mix of the hotel (group versus transient and premiumretail versus discount business) is a significant driver of room rates.

64

60

%

·

Food and beverage revenue. Occupancy and the type Food & beverage revenues consist of customer staying at the hotel are the major drivers of food and beverage revenue (i.e.,revenues from group business typically generates more food and beverage business through catering functions, when compared to transient business, which may or may not utilizeinclude both banquet revenue and audio and visual revenues, as well as outlet revenues from the hotel’s restaurants).restaurants and lounges at our properties.

29

29

%

·

Other revenue. Occupancy, the nature of the property (i.e.(e.g., resort, etc.) and its price point are the main drivers of other ancillary revenue, such as parking, golf course, spa, entertainment and other guest services.

6

7

%

Hotel operating expenses arerepresent approximately 97%97% of our total operating costs and expenses. The following table presents the components of our hotel operating expenses as a percentage of our total operating costs and expenses:

 

% of 20102013
Operating
Costs and

Expenses

·

Rooms expense. These costs include housekeeping, reservation systems, room supplies, laundry services and front desk costs. Occupancy is the major driver of rooms expense. These costs can increase based on increases in salaries and wages, as well as on the level of service and amenities that are provided.

19

17

·

Food and beverage expense. These expenses primarily include food, beverage and the associated labor costs. Occupancycosts and the type of customer staying at the hotel (i.e., catered functions generally are more profitable than outlet sales) are the major drivers of food and beverage expense, which correlateswill correlate closely with food and beverage revenue.revenues.  Group functions with banquet sales and audio and visual components will generally have lower overall costs as a percentage of revenues than outlet sales.

23

23

·

Other departmental and support expenses. These expenses include labor and other costs associated with the other ancillary revenuesrevenue, such as parking, golf courses, spas, entertainment and other guest services, as well as labor and other costs associated with administrative departments, sales and marketing, repairs and minor maintenance and utility costs.

27

27

·

Management fees. Base management fees are computed as a percentage of gross revenue. Incentive management fees generally are paid when operating profits exceed certain threshold levels.

5

4

·

Other property-level expenses. These expenses consist primarily of real and personal property taxes, ground rent, equipment rent and property insurance. Many of these expenses are relatively inflexible and do not necessarily change based on changes in revenuesrevenue at our hotels.

8

12

·

Depreciation and amortization expense. This is a non-cash expense that changes primarily based on the acquisition and disposition of hotel properties and the level of past capital expenditures.

15

14

The expense components listed above are based on those presented in our consolidated statements of operations. It also is worth noting that wage and benefit costs are spread among various line items. Taken separately, these costs represent approximately 50% to 55%55% of our hotel operating expenses.

Key Performance Indicators. Revenue per available room (“RevPAR”) is a commonly used measure within the hotel industry to evaluate hotel operations. RevPAR is defined as the product of the average daily room rate charged and the average daily

38


occupancy achieved. RevPAR does not include food and beverage, or parking, telephone or other guest service revenues generated by the property. Although RevPAR does not include these ancillary revenues, it is generally considered the leadingkey indicator of core revenues for many hotels.

RevPAR changes that are driven predominately by occupancy have different implications on overall revenue levels, as well as incremental operating profit, than do changes that are driven predominately by average room rate. For example, increases in occupancy at a hotel wouldwill lead to increases in rooms revenues and ancillary revenues, such as food and beverage revenue, as well as additional incremental costs (including housekeeping services, utilities and room amenity costs). RevPAR increases due to higher room rates, however, wouldwill not result in additional room-related costs.costs, with the exception of those charged as a percentage of revenue. As a result, changes in RevPAR driven by increases or decreases in average room rates have a greater effect on profitability than do changes in RevPAR caused by occupancy levels.

In discussing our operating results, we present RevPAR and certain other financial data for our hotels on a comparable hotel basis. Comparable hotels are those properties that we have owned for the entirety of the reporting

periods being compared.compared and which operations have been included in our consolidated results. Comparable hotels do not include the results of properties acquired or sold, or that incurred business interruption due to significant property damage or large scale capital improvements or significant events during these periods.improvements. We also present RevPAR separately for our comparable consolidated domestic and international (both on a nominal and constant dollar basis) hotels, as well as for our joint venture in Europe. We provide RevPAR results in constant currency due to the number of consolidated properties we have internationally and the effect that exchange rates have on our reporting. We use constant currency because we believe it is useful to investors because it provides clarity on how the hotels are performing in their local markets. For all other measures (net income, operating profit EBITDA, FFO, etc.) our discussion is only in nominal US$, which is consistent with our financial statement presentation under GAAP.

We also evaluate the performance of our business through certain non-GAAP financial measures. Each of these non-GAAP financial measures should be considered by investors as supplemental measures to GAAP performance measures such as total revenues, operating profit, net income and earnings per share. We provide a more detailed discussion of these non-GAAP financial measures, how management uses such measures to evaluate our financial condition and operating performanceperformance and a discussion of certain limitations of such measures in “—Non-GAAP Financial Measures.” Our non-GAAP financial measures include:

Host Inc.’s funds from operationsNAREIT Funds From Operations (“FFO”) and Adjusted FFO per diluted share.We use NAREIT FFO and Adjusted FFO per diluted share as a supplemental measures of company-wide profitability. NAREIT adopted FFO in order to promote an industry-wide measure of company-wide profitability.REIT operating performance. We also adjust NAREIT FFO for gains and losses on extinguishment of debt, acquisition costs and litigation gains or losses outside the ordinary course of business.

Host Inc’s and Host L.P.’s hotelHotel adjusted operating profit and margins. Hotel adjusted operating profit measures property-level results before debt service, depreciation and corporate expenses and is a supplemental measure of aggregate property-level profitability. We also use hotel adjusted operating profit and associated margins to evaluate the profitability of our comparable hotels.

Host Inc.’s and Host L.P.’s EBITDA and Adjusted EBITDA. Earnings before income taxes, interest expense, depreciation and amortization (“EBITDA”), is a commonly usedsupplemental measure in many industries, and management believes that such measure provides useful information to investors regarding our results of operations as it helps us and our investors evaluate the ongoing operating performance of our properties and facilitates comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies. We also adjust EBITDA when evaluating our performance because we believe that the exclusion of certain items, such asfor gains and losses related to real estate transactions, and impairment losses and litigation gains or losses outside the ordinary course of business (“Adjusted EBITDA”), provides useful supplemental information to investors regarding our ongoing operating performance..

39


Summary of 20102013 Operating Results

During 2010,The following table reflects certain line items from our audited statements of operations and the lodging recovery exceeded industry expectations as overall RevPAR grew 5.5% compared to 2009. Similarly, significant operating statistics (in millions, except per share and hotel statistics):

Historical Income Statement Data:

 

 

 

 

 

 

 

 

 

 

Change

 

 

 

 

 

 

Change

 

 

 

2013

 

 

2012

 

 

2012 to 2013

 

 

2011

 

 

2011 to 2012

 

Total revenues

 

$

5,166

 

 

$

5,059

 

 

 

2.1

%

 

$

4,714

 

 

 

7.3

%

Net income (loss)

 

 

325

 

 

 

63

 

 

 

415.9

%

 

 

(16

)

 

N/M

 

Operating profit

 

 

512

 

 

 

362

 

 

 

41.4

%

 

 

309

 

 

 

17.2

%

Operating profit margin under GAAP

 

 

9.9

%

 

 

7.2

%

 

 

270

bps

 

 

6.6

%

 

 

60

bps

Adjusted EBITDA

 

$

1,306

 

 

$

1,190

 

 

 

9.7

%

 

$

1,018

 

 

 

16.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share

 

$

.42

 

 

$

.08

 

 

 

425.0

%

 

$

(.02

)

 

N/M

 

NAREIT FFO per diluted share

 

 

1.26

 

 

 

1.04

 

 

 

21.2

%

 

 

.89

 

 

 

16.9

%

Adjusted FFO per diluted share

 

 

1.31

 

 

 

1.10

 

 

 

19.1

%

 

 

.92

 

 

 

19.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comparable Hotel Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 Comparable Hotels (1)

 

 

2012 Comparable Hotels (1)

 

 

 

 

 

 

 

 

 

 

 

Change

 

 

 

 

 

 

 

 

 

 

Change

 

 

 

2013

 

 

2012

 

 

2012 to 2013

 

 

2012

 

 

2011

 

 

2011 to 2012

 

Comparable hotel revenues

 

$

4,670

 

 

$

4,452

 

 

 

4.9

%

 

$

4,428

 

 

$

4,195

 

 

 

5.5

%

Comparable hotel operating profit

 

 

1,190

 

 

 

1,089

 

 

 

9.3

%

 

 

1,061

 

 

 

946

 

 

 

12.2

%

Comparable hotel adjusted operating profit margin

 

 

25.5

%

 

 

24.5

%

 

 

100

bps

 

 

24.0

%

 

 

22.6

%

 

 

140

bps

Change in comparable hotel RevPAR - Constant US$ (2)

 

 

5.8

%

 

 

 

 

 

 

 

 

 

 

6.6

%

 

 

 

 

 

 

 

 

Change in comparable hotel RevPAR - Nominal US$

 

 

5.6

%

 

 

 

 

 

 

 

 

 

 

6.4

%

 

 

 

 

 

 

 

 

Change in comparable domestic RevPAR

 

 

5.9

%

 

 

 

 

 

 

 

 

 

 

6.3

%

 

 

 

 

 

 

 

 

Change in comparable international RevPAR - Constant US$ (2)

 

 

3.9

%

 

 

 

 

 

 

 

 

 

 

13.0

%

 

 

 

 

 

 

 

 

(1)

Comparable hotel operating statistics for 2013 and 2012 are based on 105 comparable hotels as of December 31, 2013, while the comparable hotel operating statistics for 2012 and 2011 are based on 103 comparable hotels as of December 31, 2012.

(2)

For a discussion of our constant US$ and nominal US$ presentation, see “—Comparable Hotel Operating Statistics.”

In 2013, on a constant US$ basis, RevPAR at our comparable hotels increased 5.8% compared to 2009. As2012, marking the fourth straight year of comparable RevPAR growth in excess of 5.5%. While the overall growth in the economy since the 2008-2009 recession has been slow, particularly with regards to GDP growth and the level of unemployment, specific drivers of lodging demand have proven to be more resilient. In particular, corporate business, which is expected duringone of the most important demand drivers of our portfolio, has strengthened as corporate profits and business investment have increased at a recovery,much greater rate than the initial improvementsoverall economy. Additionally, our domestic target markets have benefited from an increase in demand from travel to the U.S. as international arrivals increased.

On a constant US$ basis, RevPAR were drivenat our comparable consolidated international hotels increased 3.9% in 2013. The increase reflects improvement in average room rate in all of our consolidated international markets, largely offset by improvementsa decrease in occupancy which improved by 3.8of 5.6 percentage points at our properties in 2010. Overall, averageLatin America, which was negatively affected by on-going construction at the JW Marriott Hotel Mexico City.

RevPAR growth in 2013 at our comparable hotels was both rate and occupancy driven, as room rates were essentially flat, with an improvement of 0.1% during the year; however, as the year progressed, lodging demand improved 4.2%, on a nominal US$ basis, and occupancy improved 100 basis points to 76%, which is above our managers werepre-recession occupancy levels in 2007. Our operators have been able to leverage the higher occupancy levels in order to gradually increase room rates, somewhat shifting pricing power away fromparticularly for our transient business. Therefore, much of the consumer. As a result, comparable hotel ratesroom revenue improvement for the third and fourth quarter of 2010 improved 4.5% and 2.8%, respectively. Early in the year the recovery was driven by increased demand from corporate transient business, which was eventually joined by improvements across the majority of our customer types. This RevPAR improvement includes a 7.6% improvement in comparable hotel transient RevPARdemand, as

40


transient revenue increased 7.5%, benefiting from an increase in occupancy and a 3.5% improvement in comparable hotel group RevPAR. Typically, the recovery ofpositive mix shift to higher rated business, and group revenue will lag that of transientincreased 2.6%.

Food and beverage revenues at our comparable hotels increased 4.0% for 2013. The increase was driven primarily by a positive mix shift to banquet and audio visual revenues, which provide higher overall operating margins than outlet revenue, as price increases and business mix changes cancatered functions generally are more quickly increase transient average rates, and because group contracts that were negotiated nearprofitable.  Additionally, outlet revenue increased, particularly in the bottomsecond half of the lodging cycle reflect lower rates and, therefore, will slow recovery for group revenues in the near term. Asyear, as a result of these trends, total comparablestrategic efforts to drive food and beverage profitability by renovating and repositioning restaurants at certain of our properties. Food and beverage revenue has significantly benefited from restaurant repositionings and renovations completed over the past three years. Overall, food and beverage revenues increased by 5.9% compared to 2012.

In aggregate, revenues for our owned hotels increased $167$327 million or 4.2%, to approximately $4.1$5.1 billion for the year. In addition to the hotel revenues for our owned hotels described above, ouryear, while other revenues increased $92 milliondecreased $220 million.  The decline in other revenues was due to the inclusionexpiration of hotel revenues from a portfolio of 71the lease on the 53 Courtyard by Marriott and Residence Inn by Marriott hotels leased from Hospitality Properties Trust that had been previously sublet (the “HPT portfolio”; see “Off-Balance Sheet Arrangements and Contractual Obligations”(“HPT”). Therefore, overall revenue on December 31, 2012. Accordingly, total revenues increased $293$107 million or 7.1%, to approximately $4.4$5.2 billion for 2010.2013.

As described above, the improvements in RevPAR were primarily driven by occupancy gains, which have less of a positive effectOperating margins (calculated based on overall profitability compared to increases driven by average room rate. As a result, the improvement in overall profitability was partially offset by increases in incremental costs at the hotels as well as the decline in the cancellation and attrition revenues. Additionally, our total expenses include rental and hotel level

expenses for the leased HPT portfolio, described above, of $180 million, which decreased our overall operating profit by $13 million. Other significant items that affected the comparability of our results between 2010 and 2009 include:

2010:

The recognition of $10 million of acquisition costs related to our successful hotel acquisitions, which costs are now required to be recorded in corporate expenses when incurred. Prior to the change in accounting treatment effective January 1, 2009, these costs would have been capitalized and depreciated over the remaining life of the asset; and,

an increase in interest expense during 2010 due to costs associated with debt extinguishments (including the acceleration of deferred financing costs and original issue discounts) totaling $21 million, compared to a net gain of $9 million on debt extinguishments in 2009.

2009:

Impairment charges related to real estate and investments totaling $131 million. Of these impairment charges, $20 million was included in depreciation expense, $77 million was included in discontinued operations and $34 million was included in equity in affiliates. No impairment charges were recorded in 2010;

gains on dispositions totaling $31 million compared to a loss on dispositions of $2 million in 2010; and,

charges related to a potential litigation loss of $41 million.

As a result of the improved operations, and the items described above, GAAP operating profit as a percentage of GAAP revenues) increased 50% to $223 million in 2010.270 basis points for the full year 2013. These operating margins are affected significantly by several items, including operations from recently acquired hotels, depreciation, impairments, and corporate expenses.  Our comparable hotel adjusted operating profit margins, which reflectsexclude these items, increased 100 basis points to 25.5%. The improvements were driven by the hotel-level revenuesincrease in average room rate, as well as a 7.9% increase in comparable food and expenses for our comparable hotels and does not include the items described above or the results of the HPT portfolio, increased $44 million, or 5%, to $882 million. beverage profit.

Net lossincome for Host Inc. decreased $126improved $262 million in 20102013 to $325 million. Net income benefited from the improvement in operating profit as well as a lossdecrease in interest expense of $132$69 million due to the repayment or refinancing of debt at lower interest rates, a decrease in impairment expense of $59 million and an increase in gains on hotel dispositions of $49 million. Adjusted EBITDA, which is defined as EBITDA adjusted for gains and losses related to real estate transactions, impairment expense, and other items, increased $26$116 million, or 3.3%9.7%, to $824 million.$1.3 billion.

During 2013, Host Inc.’s diluted lossincome per common share decreased $.24improved $0.34 per share to a loss in 2010 of $.21.$0.42 per common share. The reductionimprovement in our lossincome per diluted share reflects the improvement in operating results at our hotels as described above. Host Inc.’s Adjusted FFO per diluted share increased 33%19.1% to $.68 for 2010. For 2010 and 2009, the transactions described above reduced net loss$1.31 per diluted share by $.06 and $.23, respectively, and reduced FFO per diluted share by $.06 and $.28, respectively.for 2013.

The trends and transactions described above for Host Inc. affected similarly affected the operating results for Host L.P, as the only significant difference between the Host Inc. and Host L.P. statements of operations relates to the treatment of income attributable to the outside partnerspartners of Host L.P. For the year, Host L.P.’s net loss declined $126income improved $262 million to $132$325 million, and the lossdiluted income per dilutedcommon unit declined $.24improved $0.34 per common unit to $.21$0.43 per common unit.

2014 Outlook

Financing ActivitiesWe believe that the broad economic trends that have translated into the steady improvement in lodging demand should

During 2010, we continued continue in 2014.  In the United States, according to progressBlue Chip Economic Indicators, the consensus estimate for real GDP growth in 2014 currently is 2.8%. This growth rate is a notable increase over 2013, due to an improved outlook surrounding private sector demand and consumer sentiment as well as business investment and international travel, which are particularly important indicators of demand at properties located in our overall goaltargeted gateway markets.  Additionally, significant impediments to strengthen our balance sheet by lowering our debt-to-equity ratio; however, we shifted our focus from increasing our liquidity (which was our main focusgrowth due to governmental fiscal policy in 2013, such as the Federal government shutdown in the uncertain recessionary periodfourth quarter, uncertainty due to the threat of 2009)the potential U.S. credit default and austerity efforts at the state and local levels, are not expected to strategically raising and deploying capitalrepeat or to improve our overall leverage ratios, while athave the same negative year-over-year effect for 2014. At the same time, completing substantial investmentshowever, certain key factors continue to affect negatively the economic recovery and add to general market uncertainty. These factors include, but are not limited to, continued political uncertainty with respect to U.S. economic policy, including the potential effects of the tapering of the bond-buying program by the Federal Reserve, continued high levels of unemployment, the tenuous nature of the Euro Zone recovery, the slow-down in our portfolio through acquisitionsgrowth in China, and capital investments.slower growth and elevated risks associated with emerging markets. As a result of these efforts:

Duringeconomic trends, we believe the year, we issued $500 million of 6% Series U senior notes and repaid approximately $1.1 billion of senior notes and mortgage debt. We also assumed $166 million of mortgage debt, of which $115 million was repaidoverall improvement in the fourth quarter,economic climate will result in a steady increase in demand for our domestic portfolio during 2014.

In Europe, we expect moderate demand growth, consistent with the slowly improving economic climate. For the Euro JV properties, we anticipate that this moderate demand growth will lead to modest improvements in RevPAR. Our properties in Latin America are expected to exhibit solid RevPAR improvement as Rio de Janeiro will benefit from increased leisure demand generated by the FIFA World Cup. In the Asia/Pacific region, we expect that our properties in Australia and drew $56 million under our credit facilityNew Zealand will exhibit moderate growth in connection with our 2010 acquisitions. Overall, our debt balance was reduced by $360 million from December 31, 2009;

RevPAR as the increases in new supply will be low.  

41

We issued 26.9 million common shares under our “at the market” offering programs. The shares were issued at an average price of $15.25 per share for net proceeds of $406 million. Proceeds from these issuances were used to fund acquisitions and capital investments;


 

As of December 31, 2010, 102Over the same period, we have experienced relatively low supply growth in upper upscale hotels in most of our 113 properties are unencumbered by mortgage debt;target markets due to the long planning cycle of hotel development projects, lack of available credit in prior years, and the pricing of upper upscale hotels, which have continued to trade below replacement cost.  As a result, demand has exceeded supply growth in the industry.  Overall, we expect this trend to continue into 2014, with the exception of the New York and Washington, D.C. markets, where supply growth is expected to exceed the historical industry average during 2014.   

We improved ourAs a result of these trends, we continue to believe that the strong overall leveragefundamentals in the lodging industry should drive improvements in RevPAR growth and coverage ratios, as defined in our senior note and credit facility covenants.operating results. Specifically, our leverage ratio (total debt/EBITDA, as defined) decreased 30 basis points to 5.0x and our interest coverage ratio (EBITDA/interest, as defined) increased 30 basis points to 3.0x; and

At year end, we held over $1.1 billion of cash and cash equivalents and had $542 million of availability under our credit facility. We expect to deploy over $900 million of cash to execute our recently announced acquisitions discussed below.

We believe, based on our current group bookings, we believe there is the overall strengthpotential for increasing group demand, which would allow our operators to shift the business mix to higher-rated corporate group and transient demand as opposed to lower-rated transient discount business. As a result, we believe the majority of our balance sheet,the RevPAR growth for 2014 will be driven by improvements in average rate, as we expect occupancy growth will be similar to that experienced in 2013. For the full year 2014, we have sufficient liquiditybelieve these trends will result in improved operating performance and accesscomparable hotel RevPAR growth on a constant US$ basis of 5% to 6%. We anticipate that comparable food and beverage and other revenue will increase approximately 3% to 4% in 2014 driven in part by the capital marketsexpected increase in order to pay our near-term debt maturities, fund our capital expenditures programs and take advantage of investment opportunities (for a detailed discussion, see “—Liquidity and Capital Resources”).

Investing Activitiesgroup demand.

Acquisitions. 2010 marked a significant increase in transaction activity for luxury and upper upscale lodging properties from the extremely depressed levels in 2009. WeWhile we believe that the lodging industry is in the early stages of a recovery, which presents an opportunitywill continue to purchase assets with high growth potential at a significant discount to replacement cost. Many of the acquisition opportunities are associated with the significant number of hotel properties that are encumbered with very high levels of debt that are facing maturity deadlines and have few, if any, refinancing options. In many cases, we expect that these owners will seek to meet the financing obligations through an all cash sale of the hotel. In addition, lenders are foreclosing on hotels with the objective of a subsequent sale. An example of this type of transaction is our recent acquisition of the W New York, Union Square. During 2010, we completed the following acquisitions:

the 245-room JW Marriott, Rio de Janeiro for approximately R$80 million ($47 million);

the 270-room W New York, Union Square for approximately $188 million, through a joint venture in which we are the 90% controlling partner. Our investment was approximately $169 million;

the 424-room Westin Chicago River North for approximately $165 million; and

the leasehold interest in the 266-room Le Méridien Piccadilly for approximately £64 million ($98 million).

Subsequent to year end, we completed the acquisition of a portfolio of seven hotels in New Zealand and entered into agreements to purchase hotels in New York and San Diego as follows:

In January 2011, we entered into an agreement to acquire the 775-room New York Helmsley Hotel for $313.5 million. The property will be managed by Starwood, initially as an unbranded hotel. As part of a comprehensive renovation costing approximately $65 million, the guestrooms and guest baths will be completely renovated, a few rooms will be added to the inventory and the meeting space will be upgraded. When the renovations are complete in early to mid-2012, the property will be branded as a Westin. While the hotel will benefit from Starwood’s management and reservation system as an unbranded hotel, operations of the hotel will be negatively affected during the renovation process. This acquisition is expected to close in March 2011, subject to customary closing conditions.

In February 2011, we also entered into an agreement to acquire the entity that owns the 1,625-room Manchester Grand Hyatt San Diego, and certain related rights, for $570 million. The hotel is located along the waterfront, adjacent to the city’s central business district and convention center and has over 125,000

square feet of meeting space, six food and beverage outlets, and a 10,000 square foot spa. The transaction will be comprised of cash consideration of $564 million, including the repayment of $408 million of existing loans. We will also issue approximately $6 million of common OP Units and $98 million of preferred OP units. We will also record a note receivable equal in value to the preferred OP units. The interest rate on the note receivable will be 0.25 percentage points less than the dividend rate on the preferred OP units. In accordance with ASC 505, a right of setoff exists between the note receivable and the preferred OP units, as the proceeds from the redemption of the preferred OP Units must be used to repay the note receivable. Therefore, neither will be reflected on our consolidated balance sheet. The transaction is expected to close in March of 2011, and is subject to various closing conditions, including approval by the San Diego Unified Port District.

On February 18, 2011, we completed the acquisition of a portfolio of seven midscale and upscale hotels in New Zealand for approximately $145 million, including $80 million of mortgage debt. The properties are located in the cities of Auckland, Queenstown, Christchurch and Wellington and will be operated by Accor under the ibis and Novotel brands. Accor is a leading international hotel operator with over 4,200 hotels and 500,000 rooms in 90 countries worldwide.

Repositioning and Return on Investment Capital Expenditures. During 2010 and 2009, we completed a total of $114 million and $176 million, respectively, in ROI/repositioning expenditures at numerous properties. For 2010, repositioning and ROI expenditures included the following projects:

San Diego Marriott Hotel & Marina—an extensive multi-year $190 million project to reposition and renovate the hotel which will include all 1,360 guest rooms, the pool and fitness center, as well as the expansion and development of new meeting space and an exhibit hall;

Westin Kierland Resort & Spa—the development of a new 21,500 square foot ballroom and 4,500 square foot outdoor venue space; and,

Miami Marriott Biscayne Bay—Completed extensive lobby renovations and the development of a three-meal restaurant, as well as the conversion of 3,900 square feet to meeting space.

We expect that our investment in ROI and repositioning expenditures in 2011 will total approximately $290 million to $310 million, including $190 million of projects at the following properties:

Sheraton New York Hotel & Towers—the complete renovation of all 1,756 rooms, as well as major mechanical upgrades to the heating and cooling system;

Atlanta Marriott Perimeter Center—complete repositioning of the hotel including rooms renovation, lobby enhancements, mechanical systems upgrades, parking garage and exterior enhancements;

Chicago Marriott O’Hare—complete repositioning of the hotel including rooms renovation, new meeting space and the creation of a new great room and lobby;

San Diego Marriott Hotel & Marina—continuation of the extensive renovation and repositioning project begun in 2010; and,

Sheraton Indianapolis—renovation of rooms, lobby, fitness center, bar and restaurant, as well as the conversion of an existing tower into 129 managed apartments.

Renewal and Replacement Capital Expenditures.In addition to the repositioning/ROI expenditures described above, we spent $195 million and $164 million on renewal and replacement expenditures during 2010 and 2009, respectively. These expenditures are designed to ensure that our high standards for product quality are maintained and to enhance the overall competitiveness of our properties in the marketplace. Major renewal and replacement projects that were underway during the fourth quarter of 2010 included: 450 rooms at the Fairmont Kea

Lani, 98,700 square feet of meeting space at the Sheraton Boston, 87,500 square feet of meeting space at the Philadelphia Marriott Downtown, 1001 rooms at the San Antonio Marriott Rivercenter and 36,000 square feet of meeting space at the Hyatt Regency Washington on Capitol Hill.

Dispositions. The market for selling hotels located in secondary and tertiary markets, which are our primary disposition targets, remains challenging. We disposed of two non-core properties in 2010 for a total of approximately $12 million where we believed that the potential for future returns were lower than our target levels.

2011 Outlook

Forecasts for real GDP growth in 2011 improved significantly in the fourth quarter of 2010, as the pace of consumer spending increased and the tax legislation package was passed in late December. Economists also anticipate substantial growth in business investment for 2011, which is a key driver for our industry, and for transient demand in particular. However, full year operating forecasts remain uncertain, particularly as employment levels and the housing market remain weak points in the overall economic outlook. As detailed in our 2010 operating results, 2010’s RevPAR improvement was primarily driven by improvements in occupancy, as rate increases were not broadly recognized across the portfolio until the second half of the year. For 2011, as the recovery moves into its next phase, we anticipate that the improvements in RevPAR will be driven by both rate and occupancy growth, which will have a more significant positive effect on our operating results.

At the same time, we also anticipate that supply growth in the lodging industry will remain at historically low levels in 2011 as the disruption in the credit markets and weak lodging performance caused a significant decline in new hotel construction starts beginning in the second half of 2008 through 2010. This may be particularly relevant for the markets and lodging sectors in which we compete due to the long-term planning and high level of investment associated with luxury and upper upscale lodging properties in urban and resort destinations. We believe that lower supply growth will have a positive effect in 2011, as the improvements in lodging demand will not lead to a corresponding increase in supply. Based on the lack of new construction starts in recent years, we believe that supply growth should remain below the historical trend for the lodging industry for the next few years.

Based on the trends discussed above and the forecast ROI/repositioning projects, as well as other capital expenditures at our properties, we anticipate that comparable hotel RevPAR will increase 6% to 8% during 2011. We believe that the positive trends in the lodging industry create the opportunity for business improvements, which when combined with our strategy to enhance our portfolio through acquisitions and capital projects will ultimately improve, the competitive position of our properties and stockholder value. However, there can be no assurances that any increases in hotel revenues or earnings at our properties will continue for any number of reasons, including, but not limited to, slower than anticipatedanticipated growth in the economy and changes in travel patterns. See alsoPart I Item 1A. “Risk Factors.”

Investing Activities

Acquisitions and Development. We continue to seek investment opportunities in our target markets, which we have identified as those that are expected to have the greatest lodging demand growth, the fewest additions to supply, and the strongest potential for revenue growth. We see increased competition for acquisitions in our target markets due to the accessibility of capital and the current availability of inexpensive financing. Consequently, pricing for upper upscale and luxury assets has become more aggressive, and recent transaction values have approached replacement cost levels. Our acquisition strategy also includes the acquisition or development of midscale and upscale properties in select target markets. Since January 1, 2013, we have completed the following transactions:

Acquisitions

Subsequent to year-end 2013, we acquired the 151-room Powell Hotel in San Francisco, including the fee simple interest in the land, for $75 million. The property includes a significant long-term retail lease with Sephora, a leading provider of perfume and cosmetics. We intend to invest $22 million in an extensive redevelopment of the property beginning late in 2014.

On May 31, 2013, we acquired the fee-simple interest in the 426-room Hyatt Place Waikiki Beach in Honolulu, Hawaii for $138.5 million.

In December 2013, we made the final incremental payment of $19.9 million for the purchase of the fee simple interest in the land at the New York Marriott Marquis Times Square. In addition, $25 million of the payments made pursuant to the terms of the ground lease have been attributed towards the purchase of the land. The purchase was completed in conjunction with our 2012 lease of the existing retail space to Vornado Realty Trust and its on-going redevelopment which is expected to be completed in early 2015.  

Development

On November 12, 2013, we opened the 255-room Hyatt Place Nashville Downtown through a 50/50 joint venture with White Lodging Services. Total development costs for the project are approximately $43 million. We have contributed approximately $6 million to the joint venture.

We have invested approximately R$94 million ($45 million) as of December 31, 2013 related to the development of two hotels totaling 405 rooms in Rio de Janeiro. The hotels are expected to open in the second quarter of 2014 and will be managed by Accor under the ibis and Novotel brands. Our total investment is expected to be R$131 million ($67 million).

We hold a 67% non-controlling interest in a 131–unit vacation ownership project under development in Maui, Hawaii, adjacent to our Hyatt Regency Maui Resort & Spa. The total development cost of the project is expected to be $200 million, of which $110 million will be financed through a construction loan. We have contributed $47 million, including land valued at $36 million, as of December 2013. Sales of the timeshares are underway and we anticipate the project to open in late 2014.  

42


Dispositions. We have sold seven properties (five in 2013, two in 2014) since January 1, 2013 for a total sales price of $960 million. These properties are non-core assets where we believe the potential for growth is constrained or where we were able to opportunistically take advantage of pricing in the market. Significant dispositions include:

the February 12, 2014 sale of Courtyard Nashua for $10 million;

the January 10, 2014 sale of 89% of the Philadelphia Marriott Downtown based on a market value of $303 million. Total proceeds were $290 million, which includes our 11% portion of the proceeds received from the $230 million mortgage debt issued by the partnership at closing;

the December 18, 2013 sale of the Dallas/Addison Marriott Quorum by the Galleria for $56 million;

the November 20, 2013 sale of the Four Seasons Hotel Atlanta for $63 million;

the November 1, 2013 sale of the Portland Marriott Downtown Waterfront for $87 million;

the June 28, 2013 sale of The Ritz-Carlton, San Francisco for $161 million; and

the January 11, 2013 sale of the Atlanta Marriott Marquis for $293 million.

During 2014, we believe the disposition market should remain favorable, particularly for assets in our target markets. We are also seeing increased interest in our non-target markets as a result of increased liquidity and plan to remain opportunistic with our disposition activity.

Value Enhancement Initiatives. We also look to enhance the value of our portfolio by identifying and executing strategies designed to achieve the highest and best use of all aspects of our properties. This may include extending ground leases or restructuring management agreements, as well as developing or disposing of underutilized space connected to our properties. We believe that the successful execution of these projects will create significant value for the company. During 2013, we completed the following value-enhancement projects:

On April 1, 2013, we sold approximately four acres of excess land adjacent to our Newport Beach Marriott Hotel & Spa to a luxury homebuilder for $24 million and recognized a $21 million gain on the sale. The land, which previously was used for tennis courts, has been approved for the development and sale of 79 luxury condominiums.

We reached an agreement with the city of Houston for a new 40-year ground lease for the Houston Airport Marriott, which was set to expire in 2019. Under the terms of the agreement, in addition to the extension, the ground lease expense as a percentage of revenues has been reduced in return for an investment of approximately $35 million to renovate and enhance the hotel, including complete renovation of the guestrooms and public spaces, as well as elevator and systems upgrades.   

We successfully converted the Memphis Marriott Downtown to the Sheraton Memphis Downtown, which is franchised and managed by Davidson Hotels & Resorts and are in the process of completing the capital plan to reposition the property. We believe that this transaction matches the appropriate brand, operator and capital plan for the market and, as a result, will increase the value of the property.  

We reached an agreement with Marriott International with respect to the Calgary Marriott Downtown. We agreed to extend the term of the management agreement and received an increase in the owner’s priority threshold, which will reduce current and future management fees. We intend to invest $23 million in repositioning capital expenditures at the hotel.  

In connection with the negotiation of the franchise and management agreements described above, we also received the right from Marriott International to franchise three additional hotels and accelerated a similar franchise right on a fourth hotel. We believe that this additional flexibility substantially improves the value of these hotels by increasing the potential pool of interested buyers.

43


Capital Expenditures Projects. We continue to pursue opportunities to enhance asset value through select capital improvements, including projects that are designed specifically to increase the eco-efficiency of our hotels, incorporate elements of sustainable design and replace aging equipment and systems with more efficient technology.  During 2013, we completed renovations of 6,900 guestrooms, over 420,000 square feet of meeting space and approximately 150,000 square feet of public space.

Redevelopment and Return on Investment Capital Expenditures. Redevelopment and ROI projects primarily consist of large-scale redevelopment projects designed to increase cash flow and improve profitability by capitalizing on changing market conditions and the favorable location of our projects. Approximately $97 million was spent on these projects during 2013 compared to $144 million in 2012. Significant redevelopment and ROI capital expenditures during the year included the following projects:

o

Newark Airport Marriott – the completion of a 20,000 square foot ballroom and renovation to approximately 25,000 square feet of existing ballroom and meeting space. This space was completed in time for the 2014 Super Bowl at MetLife Stadium in East Rutherford, New Jersey;

o

Orlando World Center Marriott – the redevelopment of the pool area, including new waterslides, activity areas and dining facilities as part of the large-scale renovation at the hotel that began in 2012;

o

JW Marriott Desert Springs Resort & Spa – the construction of a new 17,000 square-foot pavilion; and

o

The Ritz-Carlton, Naples – the repositioning of the Terrazza, Dusk and Grill food and beverage outlets.

For 2014, we plan to spend between $70 million and $80 million for redevelopment and ROI projects. The projects will include the renovation of all 600 rooms at the Sheraton Memphis Downtown as part of the conversion from the Marriott brand, the repositioning of 11 restaurants throughout our portfolio, and the beginning phases of the redevelopment at the Houston Airport Marriott in connection with the extension of its ground lease.

Acquisition Capital Expenditures.  In conjunction with the acquisition of a property, we prepare capital and operational improvement plans designed to maximize profitability.  During 2013, we spent approximately $36 million on acquisition capital projects compared to $128 million during 2012 for these designated projects at hotels we acquired from 2010 through 2013. During 2013, significant acquisition capital expenditure projects completed included the following:

o

The renovation of all 897 guest rooms at the Grand Hyatt Washington, which included use of environmentally-friendly materials and installation of energy efficient thermostat systems; and

o

The renovation of all 1,625 guest rooms at the Manchester Grand Hyatt San Diego. We also began the renovation of over 100,000 square feet of meeting space and the expansion of the fitness center as part of the multi-year $84 million renovation of the hotel.

For 2014, we expect to invest between $30 million and $35 million for acquisition capital expenditures, including the completion of the meeting space and fitness center renovation at the Manchester Grand Hyatt San Diego.

Renewal and Replacement Capital Expenditures. We spent $303 million and $366 million on renewal and replacement expenditures during 2013 and 2012, respectively.  These expenditures are designed to ensure that our high standards for product quality are maintained and to enhance the overall competitiveness of our properties in the marketplace. These projects included the renovation of over 4,300 rooms, 65,000 square feet of public space and 350,000 square feet of meeting space in 2013. Projects that were underway during the fourth quarter of 2013 included the renovation of 230 suites at the Fairmont Kea Lani, the guestrooms at The Westin Indianapolis, The Westin Waltham-Boston and the Newport Beach Marriott Hotel & Spa, as well as the ballroom at the JW Marriott Washington D.C. Major projects completed in 2013 included the following:

o

The renovation of all 312 guestrooms at the JW Marriott Hotel Mexico City;

o

The renovation of 1,452 guestrooms, 47 suites and the concierge lounge at the San Francisco Marriott Marquis;

o

The renovation of almost 40,000 square feet of meeting and public space at The Ritz-Carlton, Tysons Corner; and

o

The renovation of over 36,000 square feet of meeting space at The Westin Denver Downtown, including the installation of energy efficient LED lighting.

44


We expect that our investment in renewal and replacement expenditures in 2014 will total approximately $320 million to $340 million. These projects will include the renovation of an additional 220 suites at the Fairmont Kea Lani, rooms renovations at Sheraton Boston Hotel, Hyatt Regency Reston and The Westin Buckhead Atlanta, and a ballroom and meeting space renovation at Harbor Beach Marriott Resort & Spa.

International Joint Venture Investments. We continue to utilize joint ventures to expand our portfolio and to help diversify exposure to target markets internationally. During 2013, the Euro JV completed the following transactions:

On August 29, 2013, the Euro JV acquired the 465-room Sheraton Stockholm Hotel in Sweden, for approximately €102 million ($135 million). In connection with the acquisition, the Euro JV entered into a €61 million ($81 million) mortgage loan with an interest rate of 5.67% that matures in 2018. We contributed approximately €14 million ($19 million) to the Euro JV in connection with this acquisition, funded through a draw on our credit facility.

On October 22, 2013, the Euro JV sold the Courtyard Paris La Defense West – Colombes for €19 million ($26 million) plus certain customary closing adjustments and recognized a gain of approximately €1.7 million ($2.3 million).

Financing Activities

We continued to pursue our long-term goal of a stronger balance sheet by lowering our debt-to-equity ratio and extending debt maturities by raising and deploying capital strategically, thereby improving our overall leverage and coverage ratios. We believe that lower leverage reduces our overall cost of capital and earnings volatility and increases access to capital, thereby providing the necessary flexibility to take advantage of opportunities throughout the lodging cycle, which we consider a key competitive advantage. As our operations have improved, we have focused strategically on raising and deploying capital to improve our leverage ratios, while at the same time completing substantial investments in our portfolio through acquisitions and capital investments. Since January 1, 2013, we have used proceeds from asset dispositions and available cash to repay or refinance $1.6 billion of debt with a weighted average interest rate of 6.3%. Additionally, on March 1, 2014, we intend to repay the $300 million mortgage loan secured by The Ritz-Carlton, Naples and Newport Beach Marriott Hotel & Spa at maturity. As a result of these transactions, and subsequent to the expected March 2014 repayment, we will have decreased our weighted average interest rate compared to 2012 by 45 basis points, to 4.95%, and lengthened our weighted average debt maturity by 0.9 years to 6.0 years. Specifically, we completed the following significant financing transactions:

We issued $400 million of 3 34% Series D senior notes due October of 2023 for net proceeds of $396 million. The net proceeds from the issuance of the Series D senior notes, together with cash on hand, were used to redeem the $400 million of 9% Series T senior notes due 2017 at an aggregate price of $418 million in May 2013.

We redeemed $400 million of our 634% Series Q senior notes due 2016 for an aggregate price of $404 million. We redeemed the remaining $150 million of the Series Q senior notes subsequent to year end.  

In March 2013 we called the remaining $175 million face amount of our 314% exchangeable senior debentures for redemption and holders of $174 million of the debentures elected to exchange their debentures for shares of Host Inc. common stock totaling approximately 11.7 million shares, rather than receive the cash redemption proceeds. The remaining $1 million of debentures were redeemed for cash.

We repaid the 4.75%, $246 million mortgage loan on the Orlando World Center Marriott and the 8.51%, $31 million loan on the Westin Denver Downtown. Additionally, we refinanced the 5.55%, $134 million mortgage loan secured by the Harbor Beach Marriott Resort & Spa with a $150 million mortgage loan that bears interest at a fixed rate of 4.75% and matures January 1, 2024.  

We issued 16.9 million common shares under our “at-the-market” offering programs. The shares were issued at an average price of $17.78 per share for net proceeds of approximately $297 million. The net proceeds were used to fund recent acquisitions, development projects and a portion of our ROI/redevelopment expenditures.  

After adjusting for hotel acquisitions and dispositions, debt repayments and dividend payments that have occurred subsequent to year end and the expected March 1, 2014 mortgage loan repayment, we will have approximately $779 million of available capacity under our credit facility and a debt balance of $4,084 million.  

We believe that we have sufficient liquidity and access to the capital markets in order to pay our near-term debt maturities, fund our capital expenditures programs and take advantage of investment opportunities. For a detailed discussion, see “—Liquidity and Capital Resources.”

45


Results of Operations

The following table reflects certain line items from our audited statements of operations and other significant operating statistics (in millions, except operating statistics and percentages):

 

   2010  2009  % Change
2009 to 2010
  2008  % Change
2008 to 2009
 

Revenues:

      

Total revenues for owned hotels

  $4,238   $4,037    5.0 $5,000    (19.3)% 

Other revenues (1)

   199    107    86.0    119    (10.1

Operating costs and expenses:

      

Property-level costs(2)

   4,109    3,879    5.9    4,326    (10.3

Corporate and other expenses

   108    116    (6.9  58    100.0  

Gain on insurance settlement

   3    —      N/M(5)   7    N/M  

Operating profit

   223    149    49.7    742    (79.9

Interest expense

   384    379    1.3    375    1.1  

Income (loss) from discontinued operations

   (4  (61  (93.4  31    N/M  

All hotel operating statistics(3):

      

RevPAR

  $121.46   $112.57    7.9 $140.35    (19.8)% 

Average room rate

  $173.17   $170.93    1.3 $196.70    (13.1)% 

Average occupancy

   70.1  65.9  4.3 pts.    71.4  (5.5) pts.  

Comparable hotel operating statistics(4):

      

RevPAR

  $120.26   $113.66    5.8 $N/A    (19.9)% 

Average room rate

  $171.43   $171.25    0.1 $N/A    (13.5)% 

Average occupancy

   70.2  66.4  3.8 pts.    N/A    (5.4) pts.  

Host Inc.:

      

Net (income) loss attributable to non-controlling interests

   2    6    (66.7  (19  N/M  

Net income (loss) attributable to Host Hotels & Resorts, Inc.

   (130  (252  (48.4  395    N/M  

Host L.P.:

      

Net (income) loss attributable to non-controlling interests

   —      1    (100.0  (3  N/M  

Net income (loss) attributable to Host Hotels & Resorts, L.P.

   (132  (257  (48.6  411    N/M  

 

 

 

 

 

 

 

 

 

 

% Change

 

 

 

 

 

 

% Change

 

 

 

2013

 

 

2012

 

 

2012 to 2013

 

 

2011

 

 

2011 to 2012

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Owned hotel revenues

 

$

5,115

 

 

$

4,788

 

 

 

6.8

%

 

$

4,464

 

 

 

7.3

%

Other revenues (1)

 

 

51

 

 

 

271

 

 

 

(81.2

)%

 

 

250

 

 

 

8.4

%

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property-level costs (2)

 

 

4,533

 

 

 

4,601

 

 

 

(1.5

)%

 

 

4,296

 

 

 

7.1

%

Corporate and other expenses (3)

 

 

121

 

 

 

107

 

 

 

13.1

%

 

 

111

 

 

 

(3.6

)%

Gain on insurance settlements

 

 

 

 

 

11

 

 

N/M

 

 

 

2

 

 

N/M

 

Operating profit

 

 

512

 

 

 

362

 

 

 

41.4

%

 

 

309

 

 

 

17.2

%

Interest expense

 

 

304

 

 

 

373

 

 

 

(18.5

)%

 

 

371

 

 

 

0.5

%

Benefit (provision) for income taxes

 

 

(21

)

 

 

(31

)

 

 

(32.3

)%

 

 

1

 

 

N/M

 

Income (loss) from continuing operations

 

 

210

 

 

 

(8

)

 

N/M

 

 

 

(27

)

 

 

(70.4

)%

Income from discontinued operations

 

 

115

 

 

 

71

 

 

 

62.0

%

 

 

11

 

 

N/M

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Host Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to non-controlling interests

 

$

8

 

 

$

2

 

 

 

300

%

 

$

(1

)

 

N/M

 

Net income (loss) attributable to Host Inc.

 

 

317

 

 

 

61

 

 

 

419.7

%

 

 

(15

)

 

N/M

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Host L.P.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to non-controlling interests

 

$

4

 

 

$

1

 

 

 

300

%

 

$

(1

)

 

N/M

 

Net income (loss) attributable to Host L.P.

 

 

321

 

 

 

62

 

 

 

417.7

%

 

 

(15

)

 

N/M

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Includes

For 2012 and 2011, respectively, includes the results of the 71 hotels53 Courtyard by Marriott properties leased from HPT, whose operations we consolidated beginning July 7, 2010 as a result of the termination of the subleases with our subtenant. The line item also includes rental income earned prior to the lease terminations.Hospitality Properties Trust (“HPT”). These leases expired on December 31, 2012.  

(2)

Amount represents

Amounts represent operating costs and expenses perfrom our consolidated statements of operations, less corporate and other expenses and the gain on insurance settlement.settlements.

(3)

Operating statistics are

For 2013 includes an $8 million accrual related to the San Antonio Rivercenter litigation. See Legal Proceedings for all properties as of December 31, 2010, 2009 and 2008 and include the results of operations for hotels we have sold prior to their disposition.further details.

(4)Comparable hotel operating statistics for 2010 and 2009 are based on 108 comparable hotels as of December 31, 2010. The percent change from 2008 and 2009 are based on 111 comparable hotels as of December 31, 2009.
(5)

N/M=Not Meaningful

Hotel Sales Overview

The following table presents revenues in accordance with GAAP and includes both comparable and non-comparable hotels (in millions, except percentages):

 

 

 

 

 

 

 

 

 

 

% Change

 

 

 

 

 

 

% Change

 

 

 

2013

 

 

2012

 

 

2012 to 2013

 

 

2011

 

 

2011 to 2012

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

$

3,317

 

 

$

3,082

 

 

 

7.6

%

 

$

2,849

 

 

 

8.2

%

Food and beverage

 

 

1,503

 

 

 

1,419

 

 

 

5.9

%

 

 

1,336

 

 

 

6.2

%

Other

 

 

295

 

 

 

287

 

 

 

2.8

%

 

 

279

 

 

 

2.9

%

Owned hotel revenues

 

 

5,115

 

 

 

4,788

 

 

 

6.8

%

 

 

4,464

 

 

 

7.3

%

Other revenues

 

 

51

 

 

 

271

 

 

 

(81.2

)%

 

 

250

 

 

 

8.4

%

Total revenues

 

$

5,166

 

 

$

5,059

 

 

 

2.1

%

 

$

4,714

 

 

 

7.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   2010   2009   % Change
2009 to 2010
  2008   % Change
2008 to 2009
 
   (in millions)   (in millions) 

Revenues

         

Rooms

  $2,668    $2,490     7.1 $3,106     (19.8)% 

Food and beverage

   1,293     1,236     4.6    1,547     (20.1

Other

   277     311     (10.9  347     (10.4
                  

Total revenues for owned hotels

   4,238     4,037     5.0    5,000     (19.3

Other revenues

   199     107     86.0    119     (10.1
                  

Total revenues

  $4,437    $4,144     7.1   $5,119     (19.0
                  

46


20102013 Compared to 2009. In 2010, hotel sales grew 5.0% for our consolidated2012. During 2013, total revenues for owned hotels, reflecting strong growth in RevPAR at our properties, as well as increases inincreased $107 million, primarily due to increased rooms and food and beverage (“F&B”) revenues. The 2012 amounts include $232 million for hotels leased from Hospitality Properties Trust (“HPT”).  These leases were terminated on December 31, 2012.  For 2013, our owned hotel revenues, partially offset by a declinewhich exclude the HPT leases, increased $327 million. Our 2013 revenues benefited from the results of the Grand Hyatt Washington, acquired in attritionJuly 2012 and cancellation fees.the Hyatt Place Waikiki Beach, acquired in May 2013 (collectively, our “Recent Acquisitions”), which contributed an incremental $72 million of revenues. Revenues and expenses for eight properties sold in 20102013 or 20092012 have been reclassified to discontinued operations. See “—Discontinued Operations” below.operations and, accordingly, are excluded from the revenues and expenses discussed in this section.

Rooms.Rooms. Rooms revenues increased $235 million in 2013. The increaseimprovement in room revenue in 2010 is consistent with the overall increase in RevPAR, primarily due to occupancy gains at our hotels. While the majority of the increase is due to the 5.8%rooms revenues reflects a 5.6% increase in RevPAR at our comparable hotels, there was also a 1.7% increase relatedas well as RevPAR improvements for recently renovated properties that are not included in our comparable results. In addition, rooms revenues for 2013 increased $51 million due to theincremental revenues recorded at the hotels acquired during the year.from our Recent Acquisitions.

Food and beverage. TheF&B revenues increased $84 million in 2013.  For our comparable hotels, F&B revenues increased 4.0% for 2013, driven by a positive mix shift to banquet, audio visual revenues and outlet revenue growth.  For 2013, the increase in food and beverage revenue in 2010 is primarily attributableF&B revenues due to increased occupancy, which contributes to greater demand for catering and banquet business.our Recent Acquisitions was approximately $20 million.

Other. The decrease inOther revenues from owned hotels. During 2013, other revenues forfrom owned hotels in 2010 is primarily a result of a declineincreased $8 million due to increases in attrition and cancellation fees ofand garage revenue. The increase in other revenues from owned hotels due to our Recent Acquisitions was approximately $37 million.$2 million for 2013.

Other revenues. For 2010,revenues. Other revenues decreased $220 million in 2013. Excluding the increase was primarily driven by the inclusioneffects of the terminated HPT hotel revenue. On July 6, 2010, we terminatedleases, other revenues increased $12 million, or 30.8%, primarily due to lease revenue at the subleases for 71 hotels leased from HPT because the subtenants failed to meet net worth covenants. Accordingly, beginning on July 7, 2010, we record the operationsNew York Marriott Marquis as a result of the hotels instead of rental income, which we have recorded in other revenues. For 2010, revenues for hotels leased from HPT include hotel revenues of $123 million and rental income of $44 million. For 2009, revenues for hotels leased from HPT include rental income of $79 million. The property revenues and rental income recorded, less the hotel expenses and rental expenses for the HPT properties, resulted in net losses of $13 million and $1 million for 2010 and 2009, respectively. Effective December 2010, we terminated the leasesnew retail lease with respect to 18 of these properties. We also have given notice that we plan to terminate the leases with respect to the remaining 53 properties in December 2012. See “— Off-Balance Sheet Arrangements and Contractual Obligations.”Vornado.

While management evaluates the performance of each individual hotel against its competitive set in a given market, overall we evaluate the portfolio operating results using three different criteria: geographic market, property type (i.e. urban, suburban, resort/conference or airport), geographic region and mix of business (i.e. transient, group or contract).

47


Comparable Hotel Sales by Geographic Market.

The following table sets forth performance information for our comparable hotels by geographic market as of December 31, 2013 and 2012:

Comparable Hotels by Market in Constant US$(1)

 

 

As of December 31, 2013

 

 

Year ended December 31, 2013

 

 

Year ended December 31, 2012 (2)

 

 

 

 

 

Market

 

No. of

Properties

 

 

No. of

Rooms

 

 

Average

Room Rate

 

 

Average

Occupancy

Percentage

 

 

RevPAR

 

 

Average

Room Rate

 

 

Average

Occupancy

Percentage

 

 

RevPAR

 

 

Percent

Change in

RevPAR

 

Boston

 

 

6

 

 

 

3,672

 

 

$

193.69

 

 

 

77.6

%

 

$

150.25

 

 

$

189.22

 

 

 

74.0

%

 

$

140.11

 

 

 

7.2

%

New York

 

 

8

 

 

 

6,450

 

 

 

278.42

 

 

 

86.6

 

 

 

241.20

 

 

 

272.52

 

 

 

83.5

 

 

 

227.64

 

 

 

6.0

 

Philadelphia

 

 

3

 

 

 

2,191

 

 

 

185.36

 

 

 

75.2

 

 

 

139.37

 

 

 

180.98

 

 

 

74.7

 

 

 

135.24

 

 

 

3.1

 

Washington, D.C.

 

 

11

 

 

 

5,119

 

 

 

197.26

 

 

 

74.4

 

 

 

146.68

 

 

 

197.96

 

 

 

73.4

 

 

 

145.21

 

 

 

1.0

 

Atlanta

 

 

5

 

 

 

1,939

 

 

 

171.38

 

 

 

73.6

 

 

 

126.11

 

 

 

165.63

 

 

 

69.5

 

 

 

115.06

 

 

 

9.6

 

Florida

 

 

7

 

 

 

3,230

 

 

 

196.43

 

 

 

75.3

 

 

 

147.99

 

 

 

186.39

 

 

 

74.0

 

 

 

137.95

 

 

 

7.3

 

Chicago

 

 

6

 

 

 

2,387

 

 

 

191.06

 

 

 

75.1

 

 

 

143.52

 

 

 

184.03

 

 

 

75.5

 

 

 

138.94

 

 

 

3.3

 

Denver

 

 

3

 

 

 

1,363

 

 

 

144.17

 

 

 

63.9

 

 

 

92.18

 

 

 

138.62

 

 

 

63.6

 

 

 

88.13

 

 

 

4.6

 

Houston

 

 

4

 

 

 

1,706

 

 

 

181.26

 

 

 

76.6

 

 

 

138.75

 

 

 

157.53

 

 

 

76.5

 

 

 

120.51

 

 

 

15.1

 

Phoenix

 

 

4

 

 

 

1,522

 

 

 

188.53

 

 

 

68.2

 

 

 

128.65

 

 

 

180.15

 

 

 

66.9

 

 

 

120.47

 

 

 

6.8

 

Seattle

 

 

3

 

 

 

1,774

 

 

 

168.60

 

 

 

78.1

 

 

 

131.71

 

 

 

158.04

 

 

 

75.1

 

 

 

118.73

 

 

 

10.9

 

San Francisco

 

 

5

 

 

 

3,701

 

 

 

199.66

 

 

 

80.3

 

 

 

160.41

 

 

 

180.22

 

 

 

80.8

 

 

 

145.55

 

 

 

10.2

 

Los Angeles

 

 

8

 

 

 

3,228

 

 

 

162.93

 

 

 

81.7

 

 

 

133.11

 

 

 

152.29

 

 

 

81.1

 

 

 

123.49

 

 

 

7.8

 

San Diego

 

 

5

 

 

 

4,691

 

 

 

186.14

 

 

 

78.2

 

 

 

145.59

 

 

 

182.78

 

 

 

76.4

 

 

 

139.69

 

 

 

4.2

 

Hawaii

 

 

2

 

 

 

1,256

 

 

 

353.41

 

 

 

82.0

 

 

 

289.89

 

 

 

332.04

 

 

 

83.3

 

 

 

276.47

 

 

 

4.9

 

Other

 

 

12

 

 

 

7,532

 

 

 

155.82

 

 

 

66.8

 

 

 

104.05

 

 

 

146.87

 

 

 

68.0

 

 

 

99.90

 

 

 

4.2

 

Domestic

 

 

92

 

 

 

51,761

 

 

 

199.44

 

 

 

76.3

 

 

 

152.13

 

 

 

191.00

 

 

 

75.2

 

 

 

143.62

 

 

 

5.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia-Pacific

 

 

6

 

 

 

1,223

 

 

$

156.30

 

 

 

82.3

%

 

$

128.59

 

 

$

149.15

 

 

 

79.8

%

 

$

118.96

 

 

 

8.1

%

Canada

 

 

3

 

 

 

1,219

 

 

 

183.53

 

 

 

68.9

 

 

 

126.43

 

 

 

174.08

 

 

 

68.2

 

 

 

118.70

 

 

 

6.5

 

Latin America

 

 

4

 

 

 

1,075

 

 

 

238.71

 

 

 

65.6

 

 

 

156.52

 

 

 

224.15

 

 

 

71.2

 

 

 

159.49

 

 

 

(1.9

)

International

 

 

13

 

 

 

3,517

 

 

 

187.71

 

 

 

72.6

 

 

 

136.31

 

 

 

179.22

 

 

 

73.2

 

 

 

131.15

 

 

 

3.9

 

All Markets - Constant US$

 

 

105

 

 

 

55,278

 

 

 

198.72

 

 

 

76.0

 

 

 

151.12

 

 

 

190.26

 

 

 

75.1

 

 

 

142.82

 

 

 

5.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comparable Hotels in Nominal US$

 

 

 

As of December 31, 2013

 

 

Year ended December 31, 2013

 

 

Year ended December 31, 2012 (2)

 

 

 

 

 

International

Market

 

No. of

Properties

 

 

No. of

Rooms

 

 

Average

Room Rate

 

 

Average

Occupancy

Percentage

 

 

RevPAR

 

 

Average

Room Rate

 

 

Average

Occupancy

Percentage

 

 

RevPAR

 

 

Percent

Change in

RevPAR

 

Asia-Pacific

 

 

6

 

 

 

1,223

 

 

$

156.30

 

 

 

82.3

%

 

$

128.59

 

 

$

154.17

 

 

 

79.8

%

 

$

122.96

 

 

 

4.6

%

Canada

 

 

3

 

 

 

1,219

 

 

 

183.53

 

 

 

68.9

 

 

 

126.43

 

 

 

179.47

 

 

 

68.2

 

 

 

122.37

 

 

 

3.3

 

Latin America

 

 

4

 

 

 

1,075

 

 

 

238.71

 

 

 

65.6

 

 

 

156.52

 

 

 

232.18

 

 

 

71.2

 

 

 

165.21

 

 

 

(5.3

)

International

 

 

13

 

 

 

3,517

 

 

 

187.71

 

 

 

72.6

 

 

 

136.31

 

 

 

185.24

 

 

 

73.2

 

 

 

135.56

 

 

 

0.6

 

Domestic

 

 

92

 

 

 

51,761

 

 

 

199.44

 

 

 

76.3

 

 

 

152.13

 

 

 

191.00

 

 

 

75.2

 

 

 

143.62

 

 

 

5.9

 

All Markets - Nominal US$

 

 

105

 

 

 

55,278

 

 

 

198.72

 

 

 

76.0

 

 

 

151.12

 

 

 

190.64

 

 

 

75.1

 

 

 

143.10

 

 

 

5.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

For a discussion of our markets and constant US$ and nominal US$ presentation, see “—Comparable Hotel Operating Statistics.”

(2)

The 2012 results include one additional day of operations in February compared to 2013 due to the leap year in 2012.

For 2013, our top performing markets were Houston, Seattle and San Francisco with RevPAR increases of 15.1%, 10.9% and 10.2%, respectively. The increase in our Houston market primarily resulted from higher average room rates as these hotels shifted from lower-rated group and transient business to higher-rated segments as well as aggressive pricing increases in group for both retail and special corporate business. The increase in our Seattle market reflects a 6.7% increase in average room rate and a 3.0 percentage point increase in average occupancy driven by higher-rated group and transient demand. RevPAR growth in our San Francisco market

48


was driven entirely by rate improvements from an improved business mix. Occupancy declined slightly during the year, but still remained at over 80% as strong transient and group demand throughout the city have translated to RevPAR gains at our properties.  

RevPAR for our Atlanta hotels increased 9.6% for 2013, reflecting a strong citywide and special event calendar during the year that drove group and transient demand.

For 2013, our Los Angeles market RevPAR increased 7.8% primarily due to improved average room rates as a result of increased transient business driven by a mix shift to higher-rated segments and increased corporate group business.

For 2013, our Florida hotels increased RevPAR 7.3% as a result of a 5.4% increase in average room rate and 1.3 percentage point increase in average occupancy driven by strong leisure demand.

Our Boston market RevPAR increased 7.2% as a result of a 3.5 percentage point increase in average occupancy and a 2.4% increase in average room rate due to strong group performance and transient business due in part to Major League Baseball’s Playoff and World Series events and the favorable 2012 comparisons related to hurricane Sandy.  

Our New York hotels increased RevPAR 6.0% as a result of a 3.1 percentage point increase in average occupancy and a 2.2% increase in average room rate. In 2012, RevPAR growth was negatively affected by hurricane Sandy in the fourth quarter and renovation disruption at several of our New York hotels. In 2013, RevPAR results have been tempered by supply growth in this market.

For 2013, our Washington D.C. market RevPAR increased only 1.0% due to a 1.0 percentage point increase in average occupancy resulting from transient room nights. For 2013, the sequestration and U.S. Federal Government shutdown negatively impacted this market by lowering demand for government and related industry business.

Internationally, RevPAR in our Asia/Pacific and Canadian markets increased 8.1% and 6.5%, respectively, on a constant US$ basis.  For 2013, the increase at our Asia/Pacific hotels resulted from a 4.8% increase in average room rate and a 2.5 percentage point increase in average occupancy, driven by transient demand and the results of renovations completed in 2012. The improvement in RevPAR at our Canadian hotels was primarily driven by an increase in average room rate. RevPAR at our Latin American properties decreased 1.9% on a constant US$ basis, largely due to a decrease in occupancy. The nominal RevPAR results of our international properties were negatively affected by the relative strength of the US Dollar during 2013.

Comparable Hotel Sales by Property Type.

The following tables settable sets forth performance information for 2010our comparable hotels by property type as of December 31, 2013 and 2009:2012:

Comparable Hotels Portfolio by Property Type (a)in Nominal US$

 

 

As of December 31, 2013

 

 

Year ended December 31, 2013

 

 

Year ended December 31, 2012 (1)

 

 

 

 

 

  As of December 31, 2010   Year ended December 31, 2010   Year ended December 31, 2009     
  No. of
Properties
   No. of
Rooms
   Average
Room
Rate
   Average
Occupancy
Percentages
 RevPAR   Average
Room
Rate
   Average
Occupancy
Percentages
 RevPAR   Percent
Change in
RevPAR
 

Property type (2)

 

No. of

Properties

 

 

No. of

Rooms

 

 

Average

Room Rate

 

 

Average

Occupancy

Percentage

 

 

RevPAR

 

 

Average

Room Rate

 

 

Average

Occupancy

Percentage

 

 

RevPAR

 

 

Percent

Change in

RevPAR

 

Urban

   52     33,123    $185.53     72.5 $134.50    $182.59     69.0 $125.90     6.8

 

 

54

 

 

 

34,183

 

 

$

212.05

 

 

 

77.8

%

 

$

164.95

 

 

$

205.15

 

 

 

76.4

%

 

$

156.81

 

 

 

5.2

%

Suburban

   29     10,964     138.29     65.6    90.73     139.71     61.1    85.32     6.3  

 

 

28

 

 

 

10,021

 

 

 

163.16

 

 

 

70.7

 

 

 

115.40

 

 

 

152.34

 

 

 

70.7

 

 

 

107.74

 

 

 

7.1

 

Resort/Conference

   13     8,082     204.83     65.3    133.76     215.19     61.1    131.57     1.7  

 

 

12

 

 

 

5,906

 

 

 

239.60

 

 

 

71.5

 

 

 

171.32

 

 

 

228.57

 

 

 

70.3

 

 

 

160.61

 

 

 

6.7

 

Airport

   14     6,956     115.98     71.8    83.30     115.61     68.5    79.18     5.2  

 

 

11

 

 

 

5,168

 

 

 

132.13

 

 

 

80.0

 

 

 

105.74

 

 

 

126.34

 

 

 

79.9

 

 

 

100.91

 

 

 

4.8

 

                    

All Types

   108     59,125     171.43     70.2    120.26     171.25     66.4    113.66     5.8  

 

 

105

 

 

 

55,278

 

 

 

198.72

 

 

 

76.0

 

 

 

151.12

 

 

 

190.64

 

 

 

75.1

 

 

 

143.10

 

 

 

5.6

 

                    

 

(a)

(1)

The reporting period for 2010 is from January 2, 20102012 results include one additional day of operations due to December 31, 2010 and for 2009 is from January 3, 2009 to January 1, 2010 forthe leap year.

(2)

For a discussion of our Marriott hotels. For further discussion,property types, see “—Reporting Periods.Comparable Hotel Operating Statistics.

During 2010, comparable hotel RevPAR increased across all of

For 2013, our hotel property types. Our urbansuburban properties led the portfolio with a 6.8%7.1% increase in RevPAR, for the year. The continued improvementas stable average occupancy levels at these properties have allowed operators to increase average daily room rates. We believe strong demand that has led to high average occupancy and increasing rates in adjacent urban markets has contributed to an increase in demand has allowedat our operators to begin tosuburban properties.  For 2013, our resort/conference hotels experienced RevPAR growth of 6.7%, driven by a 4.8% increase thein average room rates at ourrate and a 1.2 percentage point increase in average occupancy due to higher demand.  Our urban properties which improved 1.6% overall for the year. Our suburban properties also experienced a significant RevPAR increasegrowth of 5.2% for 2013, as results were mixed throughout these markets. Strength in 2010 driven by strength in the suburban Boston, Orange Countyseveral of our west coast markets, as well as our Houston and San Francisco markets. Our resort/conference hotels lagged the portfolio as a whole, as the 7.9% improvement in RevPAR at our resort/conference properties in our Florida regionAtlanta markets were partially offset by the RevPAR declines in the Phoenix and Palm Springs markets. RevPAR at our Airport properties improved 5.2% for the year driven by strong demand growth in the Chicago and San Francisco airport markets.

Comparable Hotel Sales by Geographic Region. The following tables set forth performance information for 2010 and 2009:

Comparable Hotels by Region (a)

   As of December 31, 2010   Year ended December 31, 2010   Year ended December 31, 2009     
   No. of
Properties
   No. of
Rooms
   Average
Room
Rate
   Average
Occupancy
Percentages
  RevPAR   Average
Room
Rate
   Average
Occupancy
Percentages
  RevPAR   Percent
Change in
RevPAR
 

Pacific

   26     14,581    $161.38     71.6 $115.55    $166.08     67.1 $111.38     3.7

Mid-Atlantic

   10     8,328     225.63     79.9    180.38     219.22     76.4    167.47     7.7  

North Central

   13     5,897     133.87     63.9    85.52     130.80     61.8    80.85     5.8  

South Central

   9     5,687     142.83     67.1    95.80     143.88     63.8    91.83     4.3  

Florida

   9     5,677     178.23     68.7    122.37     182.88     62.9    115.04     6.4  

DC Metro

   12     5,416     191.55     74.0    141.83     190.52     73.6    140.13     1.2  

Atlanta

   8     4,253     152.04     63.8    96.94     152.32     58.2    88.63     9.4  

New England

   7     3,924     172.19     69.6    119.83     165.77     65.2    108.10     10.8  

Mountain

   7     2,889     149.32     63.2    94.30     157.85     59.4    93.69     0.7  

International

   7     2,473     157.91     65.7    103.80     143.29     61.6    88.21     17.7  
                      

All Regions

   108     59,125     171.43     70.2    120.26     171.25     66.4    113.66     5.8  
                      

(a)The reporting period for 2010 is from January 2, 2010 to December 31, 2010 and for 2009 is from January 3, 2009 to January 1, 2010 for our Marriott hotels. For further discussion, see “—Reporting Periods.”

For 2010, comparable hotel RevPAR improved across all of our geographic regions when compared to 2009. Our New England region was the top performing U.S. region, with RevPAR growth of 10.8% that was driven by RevPAR growth of 11.6% in the Boston market. This increase was due to strong group and transient demand, as occupancy increased 5.0 percentage points and average room rates increased 3.9%.

The 9.4% RevPAR growthweakness in our Atlanta region was driven primarily by strong city-wideWashington D.C. and transient business in the fourth quarter. Strong demand from both group and transient customers drove a 9.0 percentage point occupancy increase in the fourth quarter.Philadelphia markets.  

RevPAR in our Mid-Atlantic region grew 7.7% for the year, driven by RevPAR growth at our New York properties of 9.5%. For our New York properties, rate improved 5.7% and occupancy improved by 3.0 percentage points.49


Our Florida region had an increase in RevPAR of 6.4% for the year, led by strong performance at our resort/conference hotels in this region. RevPAR at our Florida resort/conference hotels increased 7.9% for the year, driven primarily by an increase in occupancy of 6.6 percentage points; however, this increase was affected by lower group demand as well as significant renovations at the Orlando World Center Marriott Resort and Convention Center in the fourth quarter.

The RevPAR increase for the year in our North Central region was driven by our Chicago hotels, as RevPAR increased 8.8% due to strong transient demand and rate increased 2.6%.

Results in our Mountain region were mixed, as the Denver market experienced a 7.9% increase in RevPAR primarily due to strong group and transient demand, while the Phoenix market experienced a 3.9% decline in RevPAR, which was partially attributable to the renovation of a significant amount of meeting space at two hotels and the construction of a new ballroom at the Westin Kierland.

Our DC Metro region underperformed the portfolio in terms of RevPAR growth which reflects difficult comparisons to the prior year, particularly during the first quarter, due to the 2009 presidential inauguration and other government-related activities.

Hotel Sales by Business Mix.Mix.

 The majority of our customers fall into three broad groups:categories:  transient, group and contract business. The information below is derived from business mix data for 108 of ourresults from 102 comparable hotels for which 2013 and 2012 business mix information is availableavailable. In 2013, overall revenue growth was due mainly to transient revenues improving 7.5% compared to the prior year, consisting of a 4.0% average room rate increase coupled with a 3.4% growth in transient room nights sold. The transient average room rate increase resulted from our managers.

In 2010, overalla combination of segment price increases and an increasingly favorable business mix.  Higher-rated retail and non-qualified discount transient RevPARroom nights increased 7.6%9.1% for the year, while lower-rated special corporate, government and discount segments decreased 0.9%. During 2013, group revenues increased 2.6% when compared to 2009,2012, reflecting an increase in totalaverage room rate of 2.8%, while group room nights sold declined 0.2%. Corporate and association group revenues increased 9.9% and 2.6%, respectively, while discount group revenue decreased 8.4%.  

2012 Compared to 2011. During 2012, total revenue increased $345 million, or 7.3%, primarily as a result of 4.9%, and an increasegrowth in average rates of 2.6%. The rate increase was driven primarily by a 5.0% increase in average rate for corporate transient business and a shift in mix away from discounted business.

During 2010, group RevPAR increased approximately 3.5%,room revenues, reflecting an increase in totalRevPAR, and growth in F&B revenues. In addition, revenues benefited from the acquisition of one hotel in July 2012 and a full year of operations for 10 hotels acquired in 2011. Revenues for properties sold in 2012 or 2011 have been reclassified to discontinued operations.

Rooms. Room revenues increased $233 million, or 8.2%, to $3,082 million in 2012 due to strong growth in room nightsrates coupled with a growth in average occupancy. Comparable hotel RevPAR improved 6.4% as a result of 6.7%a 3.6% increase in average room rate and a 200 basis point increase in average occupancy, which is discussed in more detail below. In addition, room revenue for 2012 increased $67 million due to incremental revenues from recently acquired hotels.

Food and beverage. F&B revenues increased $83 million, or 6.2%,to $1,419 million in 2012, primarily resulting from an increase in comparable F&B revenue of 3.9%. The increase in comparable F&B revenue was driven by improvements in banquet and audio visual revenues during the first half of the year, while outlet revenue improved in the second half of the year, as new and recently renovated restaurants performed well. In addition, F&B revenues for 2012 increased $31 million due to incremental revenues from recently acquired hotels.

Other revenues from owned hotels. During 2012, other revenues from owned hotels increased $8 million, or 2.9%, to $287 million. The improvement primarily resulted from an increase in operating departments such as garage, spa and golf, partially offset by a decrease in gift shop revenue, as well as $2 million in incremental revenues from recently acquired hotels.

Other revenues. Other revenues increased $21 million, or 8.4%, to $271 million in 2012. The improvement was due to $5 million in retail lease revenue at the New York Marriott Marquis as a result of the new lease agreement with Vornado Realty Trust, as well as an increase of $12 million in revenues for hotels we leased from HPT.

50


Comparable Hotel Sales by Geographic Market.

The following table sets forth performance information for our comparable hotels by geographic market as of December 31, 2012 and 2011:

Comparable Hotels by Market in Constant US$(1)

 

 

As of December 31, 2012

 

 

Year ended December 31, 2012 (2)

 

 

Year ended December 31, 2011

 

 

 

 

 

Market

 

No. of

Properties

 

 

No. of

Rooms

 

 

Average

Room Rate

 

 

Average

Occupancy

Percentage

 

 

RevPAR

 

 

Average

Room Rate

 

 

Average

Occupancy

Percentage

 

 

RevPAR

 

 

Percent

Change in

RevPAR

 

Boston

 

 

6

 

 

 

3,672

 

 

$

189.22

 

 

 

74.0

%

 

$

140.11

 

 

$

174.35

 

 

 

72.4

%

 

$

126.19

 

 

 

11.0

%

New York

 

 

8

 

 

 

6,447

 

 

 

272.52

 

 

 

83.5

 

 

 

227.64

 

 

 

264.83

 

 

 

82.5

 

 

 

218.40

 

 

 

4.2

 

Philadelphia

 

 

3

 

 

 

2,191

 

 

 

180.98

 

 

 

74.7

 

 

 

135.24

 

 

 

179.62

 

 

 

66.1

 

 

 

118.77

 

 

 

13.9

 

Washington, D.C.

 

 

11

 

 

 

5,117

 

 

 

197.96

 

 

 

73.4

 

 

 

145.21

 

 

 

198.51

 

 

 

75.1

 

 

 

149.02

 

 

 

(2.6

)

Atlanta

 

 

7

 

 

 

3,846

 

 

 

160.57

 

 

 

68.1

 

 

 

109.38

 

 

 

157.31

 

 

 

65.0

 

 

 

102.32

 

 

 

6.9

 

Florida

 

 

8

 

 

 

3,680

 

 

 

210.85

 

 

 

73.7

 

 

 

155.35

 

 

 

196.88

 

 

 

71.7

 

 

 

141.11

 

 

 

10.1

 

Chicago

 

 

6

 

 

 

2,387

 

 

 

184.03

 

 

 

75.5

 

 

 

138.94

 

 

 

176.27

 

 

 

72.6

 

 

 

127.91

 

 

 

8.6

 

Denver

 

 

3

 

 

 

1,363

 

 

 

138.62

 

 

 

63.6

 

 

 

88.13

 

 

 

136.60

 

 

 

61.8

 

 

 

84.38

 

 

 

4.4

 

Houston

 

 

4

 

 

 

1,706

 

 

 

157.53

 

 

 

76.5

 

 

 

120.51

 

 

 

153.34

 

 

 

71.1

 

 

 

109.08

 

 

 

10.5

 

Phoenix

 

 

4

 

 

 

1,522

 

 

 

180.15

 

 

 

66.9

 

 

 

120.47

 

 

 

175.21

 

 

 

67.8

 

 

 

118.83

 

 

 

1.4

 

Seattle

 

 

3

 

 

 

1,774

 

 

 

158.04

 

 

 

75.1

 

 

 

118.73

 

 

 

151.89

 

 

 

73.1

 

 

 

111.06

 

 

 

6.9

 

San Francisco

 

 

6

 

 

 

4,036

 

 

 

194.58

 

 

 

80.6

 

 

 

156.77

 

 

 

180.83

 

 

 

78.4

 

 

 

141.86

 

 

 

10.5

 

Los Angeles

 

 

8

 

 

 

3,228

 

 

 

152.29

 

 

 

81.1

 

 

 

123.49

 

 

 

144.64

 

 

 

77.9

 

 

 

112.70

 

 

 

9.6

 

San Diego

 

 

3

 

 

 

1,703

 

 

 

145.49

 

 

 

78.8

 

 

 

114.60

 

 

 

144.90

 

 

 

76.9

 

 

 

111.41

 

 

 

2.9

 

Hawaii

 

 

2

 

 

 

1,256

 

 

 

332.04

 

 

 

83.3

 

 

 

276.47

 

 

 

318.87

 

 

 

78.7

 

 

 

251.06

 

 

 

10.1

 

Other

 

 

14

 

 

 

8,582

 

 

 

144.02

 

 

 

67.8

 

 

 

97.61

 

 

 

140.66

 

 

 

66.5

 

 

 

93.56

 

 

 

4.3

 

Domestic

 

 

96

 

 

 

52,510

 

 

 

190.60

 

 

 

74.7

 

 

 

142.37

 

 

 

184.10

 

 

 

72.8

 

 

 

133.95

 

 

 

6.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

3

 

 

 

1,219

 

 

$

179.47

 

 

 

68.2

%

 

$

122.37

 

 

$

174.73

 

 

 

67.5

%

 

$

117.97

 

 

 

3.7

%

Latin America

 

 

4

 

 

 

1,075

 

 

 

232.18

 

 

 

71.2

 

 

 

165.21

 

 

 

199.18

 

 

 

67.8

 

 

 

135.10

 

 

 

22.3

 

International

 

 

7

 

 

 

2,294

 

 

 

204.73

 

 

 

69.6

 

 

 

142.45

 

 

 

186.23

 

 

 

67.7

 

 

 

126.00

 

 

 

13.0

 

All Markets -  Constant US$

 

 

103

 

 

 

54,804

 

 

 

191.15

 

 

 

74.5

 

 

 

142.37

 

 

 

184.19

 

 

 

72.5

 

 

 

133.62

 

 

 

6.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comparable Hotels in Nominal US$

 

 

 

As of December 31, 2012

 

 

Year ended December 31, 2012 (2)

 

 

Year ended December 31, 2011

 

 

 

 

 

International

Market

 

No. of

Properties

 

 

No. of

Rooms

 

 

Average

Room Rate

 

 

Average

Occupancy

Percentage

 

 

RevPAR

 

 

Average

Room Rate

 

 

Average

Occupancy

Percentage

 

 

RevPAR

 

 

Percent

Change in

RevPAR

 

Canada

 

 

3

 

 

 

1,219

 

 

$

179.47

 

 

 

68.2

%

 

$

122.37

 

 

$

177.23

 

 

 

67.5

%

 

$

119.66

 

 

 

2.3

%

Latin America

 

 

4

 

 

 

1,075

 

 

 

232.18

 

 

 

71.2

 

 

 

165.21

 

 

 

214.79

 

 

 

67.8

 

 

 

145.69

 

 

 

13.4

 

International

 

 

7

 

 

 

2,294

 

 

 

204.73

 

 

 

69.6

 

 

 

142.45

 

 

 

194.90

 

 

 

67.7

 

 

 

131.87

 

 

 

8.0

 

Domestic

 

 

96

 

 

 

52,510

 

 

 

190.60

 

 

 

74.7

 

 

 

142.37

 

 

 

184.10

 

 

 

72.8

 

 

 

133.95

 

 

 

6.3

 

All Markets - Nominal US$

 

 

103

 

 

 

54,804

 

 

 

191.15

 

 

 

74.5

 

 

 

142.37

 

 

 

184.52

 

 

 

72.5

 

 

 

133.86

 

 

 

6.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

For a discussion of our markets and constant US$ and nominal US$ presentation, see “—Comparable Hotel Operating Statistics.”

(2)

The 2012 results include one additional day of operations due to the leap year.

During 2012, several markets experienced double digit RevPAR growth.  For our domestic properties, our Philadelphia market led the portfolio with a RevPAR increase of 13.9% as the properties benefited from the completion of recent renovations.  The renovations were on-going in 2011, which contributed to the year-over-year RevPAR improvements.  That market was followed by our Boston market, with a RevPAR increase of 11.0%, due to strong group demand, which resulted in an increase in average room rate of 8.5% and average occupancy of 1.7 percentage points.

51


The Florida market had an increase in RevPAR of 10.1% due to a strong performance at our resort properties, which benefited from the completion of several renovations, leading to improvements in average room rates of 3.0%. Typically, recovery7.1% and average occupancy of 2.0 percentage points.

RevPAR at our San Francisco and Los Angeles hotels grew 10.5% and 9.6%, respectively.  The growth in the group segment will follow improvementour San Francisco hotels resulted from an increase in transient demand due to longer booking lead times. As a result, a large portionaverage room rates of the 2010 group business was sold at the lower rates in effect in prior periods. Therefore,7.6% and average occupancy of 2.1 percentage points while we did experience improvements in group demand, improvements in overall group revenue continues to lag that of transient revenue.

2009 Compared to 2008. The decrease in hotel sales and food and beverage revenues was primarily attributable to decreased occupancy, which drives loweraverage room rates and lessoccupancy increased 5.3% and 3.2 percentage points, respectively, at our San Francisco hotels.

Our Chicago market had an increase in RevPAR of 8.6%, as a result of strong improvements in both group and transient demand. The Atlanta market had an increase in RevPAR of 6.9%, resulting from strong transient demand, which led to an increase in average room rates of 2.1% and average occupancy of 3.1 percentage points.

Lower levels of demand in our New York market resulted in a RevPAR increase of only 4.2% due to cancellations related to Hurricane Sandy, including the closure of three hotels, one of which was closed for catering15 days. RevPAR in our Washington D.C. market declined by 2.6% during the year, as average room rate decreased slightly and banquetaverage occupancy decreased 1.7 percentage points.  The decline was due to weak transient business, as well as other ancillary revenues such as spas, golf, parking, internet connectivitycancellations related to Hurricane Sandy and other fees. Sales for properties disposedrenovations at three of in both years have been reclassified as discontinued operations. See “—Discontinued Operations” below.the hotels.

Consistent with the portfolio as a whole, comparable hotel RevPAR decreased 19.9%, with a 5.4 percentage point decrease in occupancy and a 13.5% decrease in average room rates. Another factor that contributed to the decrease in revenues was corporate travelers downgrading from luxury properties to other hotel segments due to political and public relations concerns regarding corporate expenditures on luxury services. This had a significant effect on our Ritz-Carlton properties as well as our resort locations.

Comparable Hotel Sales by Property TypeType.

The following tables settable sets forth performance information for 2009our comparable hotels by property type as of December 31, 2012 and 2008:2011:

Comparable Hotels Portfolio by Property Type (a)in Nominal US$

 

 

As of December 31, 2012

 

 

Year ended December 31, 2012 (1)

 

 

Year ended December 31, 2011

 

 

 

 

 

Property type (2)

 

No. of

Properties

 

 

No. of

Rooms

 

 

Average

Room Rate

 

 

Average

Occupancy

Percentage

 

 

RevPAR

 

 

Average

Room Rate

 

 

Average

Occupancy

Percentage

 

 

RevPAR

 

 

Percent

Change in

RevPAR

 

Urban

 

 

53

 

 

 

33,232

 

 

$

203.62

 

 

 

75.9

%

 

$

154.54

 

 

$

197.61

 

 

 

74.0

%

 

$

146.30

 

 

 

5.6

%

Suburban

 

 

27

 

 

 

10,321

 

 

 

151.84

 

 

 

69.9

 

 

 

106.08

 

 

 

146.16

 

 

 

68.1

 

 

 

99.59

 

 

 

6.5

 

Resort/Conference

 

 

12

 

 

 

6,083

 

 

 

246.69

 

 

 

70.0

 

 

 

172.76

 

 

 

234.20

 

 

 

67.9

 

 

 

159.09

 

 

 

8.6

 

Airport

 

 

11

 

 

 

5,168

 

 

 

126.34

 

 

 

79.9

 

 

 

100.91

 

 

 

119.95

 

 

 

77.2

 

 

 

92.62

 

 

 

9.0

 

All Types

 

 

103

 

 

 

54,804

 

 

 

191.15

 

 

 

74.5

 

 

 

142.37

 

 

 

184.52

 

 

 

72.5

 

 

 

133.86

 

 

 

6.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   As of December 31, 2009   Year ended December 31, 2009   Year ended December 31, 2008     
   No. of
Properties
   No. of
Rooms
   Average
Room
Rate
   Average
Occupancy
Percentages
  RevPAR   Average
Room
Rate
   Average
Occupancy
Percentages
  RevPAR   Percent
Change in
RevPAR
 

Urban

   53     34,485    $183.44     69.0 $126.64    $211.15     73.6 $155.39     (18.5)% 

Suburban

   31     11,646     138.72     60.2    83.45     160.68     66.1    106.19     (21.4

Resort/Conference

   13     8,082     215.19     61.1    131.57     248.61     69.0    171.45     (23.3

Airport

   14     6,955     115.61     68.5    79.18     136.71     74.0    101.14     (21.7
                      

All Types

   111     61,168     171.61     66.2    113.68     198.30     71.6    141.97     (19.9
                      

 

(a)

(1)

The reporting period for 2009 is from January 3, 20092012 results include one additional day of operations due to January 1, 2010 and for 2008 is from December 29, 2007 to December 26, 2008 forthe leap year.

(2)

For a discussion of our Marriott hotels. For further discussion,property types, see “—Reporting Periods.Comparable Hotel Operating Statistics.

Consistent with 2008,During 2012, comparable hotel RevPAR increased across all of our 2009 urbanhotel property types. Our Airport properties continued to outperformled the portfolio aswith a whole. We believe9.0% increase for the location of these assets provided a diversified demand base that helped drive higher levels of occupancy, which partially mitigated the declineyear, driven by an improvement in average room rate compared to other property types. As noted above,rates of 5.3%, as well as strength at our San Francisco, Chicago, Houston and Tampa airport hotels. Our resort/conference properties were particularly affected by traveler concerns regarding corporate expenditures for luxury hotels and services.

Comparable Hotel Sales by Geographic Region. The following tables set forth performance information for 2009 and 2008:

Comparable Hotels by Region (a)

   As of December 31, 2009   Year ended December 31, 2009   Year ended December 31, 2008     
   No. of
Properties
   No. of
Rooms
   Average
Room
Rate
   Average
Occupancy
Percentages
  RevPAR   Average
Room
Rate
   Average
Occupancy
Percentages
  RevPAR   Percent
Change in
RevPAR
 

Pacific

   27     15,943    $169.46     67.4 $114.22    $198.45     73.7 $146.16     (21.9)% 

Mid-Atlantic

   10     8,330     219.22     76.4    167.47     270.15     79.8    215.56     (22.3

North Central

   14     6,204     130.93     60.8    79.64     152.23     65.5    99.72     (20.1

South Central

   9     5,687     143.88     63.8    91.83     161.26     67.7    109.11     (15.8

Florida

   9     5,677     182.88     62.9    115.04     211.20     69.7    147.21     (21.9

DC Metro

   12     5,416     190.52     73.6    140.13     199.85     74.4    148.77     (5.8

New England

   8     4,297     161.76     63.7    103.11     179.11     71.9    128.85     (20.0

Atlanta

   8     4,252     152.32     58.2    88.63     172.87     66.0    114.01     (22.3

Mountain

   7     2,889     157.85     59.4    93.69     182.43     66.5    121.36     (22.8

International

   7     2,473     143.29     61.6    88.21     170.63     68.1    116.22     (24.1
                      

All Regions

   111     61,168     171.61     66.2    113.68     198.30     71.6    141.97     (19.9
                      

(a)The reporting period for 2009 is from January 3, 2009 to January 1, 2010 and for 2008 is from December 29, 2007 to December 26, 2008 for our Marriott hotels. For further discussion, see “—Reporting Periods.”

Other than the DC Metro region, all of our regions had substantial declines inalso experienced a significant RevPAR though results reflect the different dynamics of the major markets within each region. RevPAR at hotels in our top performing DC Metro region declined 5.8%, though individual properties within the region varied from an increase of 7.4%8.6%, led by our Florida and Hawaii properties. Our urban hotels slightly underperformed the portfolio due to a declinerenovation activity during the year and the effects of 25.4% in RevPAR, with the strongest performers being our downtown properties that benefited from government and government-related activity. Similarly, the 15.8% RevPAR declineHurricane Sandy in the South Central region included a RevPAR decrease of 3.7% in New Orleans and a decline of 21.4% in Houston.

fourth quarter.

Hotel Sales by Business Mix. The majority of our customers fall into three broad groups: transient, group and contract business. Mix. 

The information below is derived from business mix data for 111103 of our hotels for which 2012 and 2011 business mix information is available from our managers.

available. In 2009,2012, overall transient RevPAR decreased 18.6%revenues increased 5.9% when compared to 2008,2011, reflecting a slight decline in total room nights and a decline in average rate of 17.7%. The decline primarily reflects a shift from the higher-rated premium and corporate business to the price-sensitive transient discount business. Room nights for premium and corporate business declined 17.3%, despite a decline in average rates of 18.9%, which led to a RevPAR decline of 32.9% in this business. This was slightly offset by the 8.6% growth in room nights from price-sensitive transient discount business as customers, particularly leisure travelers, utilized discount programs implemented by our managers, as well as, third-party travel websites offering discounted rates.

Group RevPAR declined approximately 23.2% reflecting a decline in total room nights of 17.2% and a decline4.2% improvement in average room rates of 7.2%. The declinerate and a 1.6% increase in room nights. During 2012, group revenues increased approximately 6.4% when compared to 2011, reflecting a 2.3% increase in average room rate and a 4.1% increase in room nights. The improvement was primarily due to strong performance in both association and corporate group discounts and short-term group rate concessions. The primary driver of the decline in room nights was a significant reduction in corporate group business of 32.8%. In addition to significant reductions in corporate group meetings, this also reflects low attendance at group meetings and groups increasingly renegotiating rates.business.

52


Property-level Operating Expenses

   2010   2009   % Change
2010 to 2009
  2008   % Change
2009 to 2008
 
   (in millions)   (in millions) 

Rooms

  $736    $683     7.8 $762     (10.4)% 

Food and beverage

   967     935     3.4    1,132     (17.4

Other departmental and support expenses

   1,154     1,102     4.7    1,252     (12.0

Management fees

   171     158     8.2    241     (34.4

Other property-level expenses

   489     386     26.7    384     0.5  

Depreciation and amortization

   592     615     (3.7  555     10.8  
                  

Total property-level operating expenses

  $4,109    $3,879     5.9   $4,326     (10.3
                  

2010 compared to 2009 and 2009 compared to 2008.The overall increase infollowing table presents consolidated property-level operating expenses in 2010 is consistentaccordance with higher overall RevPAR at our propertiesGAAP and improvement in occupancy at our hotels. The overall decrease in operating expenses in 2009 is consistent with lower overall demand at our propertiesincludes both comparable and our hotel managers actively implementing contingency plansnon-comparable hotels (in millions, except percentages):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

% Change

 

 

 

 

 

 

% Change

 

 

 

2013

 

 

2012

 

 

2012 to 2013

 

 

2011

 

 

2011 to 2012

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

$

894

 

 

$

836

 

 

 

6.9

%

 

$

780

 

 

 

7.2

%

Food and beverage

 

 

1,095

 

 

 

1,049

 

 

 

4.4

 

 

 

993

 

 

 

5.6

 

Other departmental and support expenses

 

 

1,249

 

 

 

1,219

 

 

 

2.5

 

 

 

1,179

 

 

 

3.4

 

Management fees

 

 

222

 

 

 

199

 

 

 

11.6

 

 

 

181

 

 

 

9.9

 

Other property-level expenses

 

 

376

 

 

 

576

 

 

 

(34.7

)

 

 

554

 

 

 

4.0

 

Depreciation and amortization

 

 

697

 

 

 

722

 

 

 

(3.5

)

 

 

609

 

 

 

18.6

 

Total property-level operating expenses

 

$

4,533

 

 

$

4,601

 

 

 

(1.5

)%

 

$

4,296

 

 

 

7.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 compared to 2012 and cost saving measures in order2012 compared to manage operating margin decline. 2011. Our operating costs and expenses, which areconsist of both fixed and variable components, are affected by a number of factors. As previously discussed, room expense is affected mainly by occupancy, which drives costs related to items such as housekeeping, reservation systems, room supplies, laundry services and front desk costs. Food and beverage expense correlates closely with food and beverage revenues, and is affected by occupancy and the mix of business between banquet and audio-visual and outlet sales. However, the most significant expense for both room expense and food and beverage expense is related to wages and employee benefits, which comprise approximately 55% of these expenses in any year. Other property-level expenses consist of property taxes, which are highly dependent on local taxing authorities, and property and general liability insurance, and do not necessarily change based on changes in occupancy, inflationaryrevenues at our hotels. The overall increases in operating expenses in 2013 and 2012 are consistent with higher overall revenues (which affect management fees), thoughat our properties.  The year-over-year increases also reflect the effect on specific costs will differ.incremental expenses from our recently acquired properties.  For 2013, the recently acquired properties include the Hyatt Place Waikiki Beach that was purchased in May 2013 and six months of incremental operations for the Grand Hyatt Washington.  For 2012, the recently acquired properties include the Grand Hyatt Washington that was purchased in July 2012 and a full year of operations for 10 hotels acquired in 2011.  Property-level operating expenses exclude the costs associated withfor hotels we have sold during the periods presented which costs are included inhave been reclassified as discontinued operations.

Rooms.Rooms. Room expenses increased $58 million during 2013, reflecting an increase of 5.1% at our comparable hotels primarily driven by higher travel agent commissions and wages and benefit expenses. Additionally, rooms expenses increased $12 million for 2013 due to incremental expenses from our Recent Acquisitions.  

The increase in room expenses in 2010 is consistent with the overallfor 2012 reflects an increase inof 5.5% at our comparable hotels as a result of higher average occupancy, and was also affected byas well as higher wage rates. The decreaserates and benefits. Rooms expenses for 2012 increased an incremental $19 million as a result of acquired hotels.

Food and beverage. F&B expenses increased $46 million during 2013. Comparable F&B expenses increased just 2.7%, as much of the revenue improvement was driven by increases in roombanquet and audio visual revenues, which have higher overall operating margins than outlet revenue. As a percentage of revenues, F&B expenses in 2009 was primarilydecreased 100 basis points for our comparable hotels during 2013. F&B expenses also increased an incremental $13 million due to a decrease in occupancy. We also benefited from cost cutting measures implemented by our managers that reduced controllable expenses, such as closing rooms in unused sections of the hotels, and reducing management staff and labor hours per occupied room.Recent Acquisitions.  

Food and beverage. The increase in foodF&B expenses for 2012 was a result of a 3.6% increase at our comparable hotels, reflecting higher wages and beverage costs in 2010 reflects the increase in revenues,benefits, partially offset by the positive shifta slight improvement in the mixproductivity. F&B expenses for 2012 also increased an incremental $21 million as a result of business to more catering and audio visual revenues. However, weak productivity in banquet sales hurt overall profitability. The decline in food and beverages costs in 2009 was primarily driven by a decrease in occupancy, which led to a reduction in food and beverages cost of goods sold, and reductions in restaurant hourly and management staff.acquired hotels.

Other departmental and support expenses. The increaseexpenses. Other departmental and support expenses increased $30 million in revenues drove an increase2013, primarily due to increases in non-controllable hotel expenses during 2010, such asloyalty program rewards, wages and benefits, and credit card commissions, bonus expense, loyalty rewards program expensesexpenses.  Other departmental and support expe

cluster and shared service allocations. The declinenses for 2013 also included an incremental $13 million from our Recent Acquisitions.  For 2012 the increase in these expenses in 2009 reflected a reduction in controllablewas driven primarily by higher sales and marketing expenses, which are variable and dependent upon revenues, such as marketingloyalty rewards expense and generalnational sales allocations. These increases partially were offset by lower centralized accounting charges and administrationlower utility rates and consumption. For 2012, acquired hotels also increased other departmental and support expenses that were driven by a decrease in the wages and benefits allocated to these expenses, reflecting a decline in management staffing and bonus payouts. Additionally, in 2009, utilities declined 11.5%an incremental $24 million.

53


Management fees. Management fees, which generally are calculated as a resultpercentage of a decline in prices, lower occupancy levelsrevenues and milder weather.

Management fees. Our baseoperating profit, increased 11.6% to $222 million for 2013. Base management fees, which are generally calculated as a percentage of total revenues, increased 3.9% for 2010, which is consistent with the increase$11 million in revenues. The incentive2013. Incentive management fees, which are calculated based on the level of operating profit at each property after our preferred return, increased $18 million for the owner has receivedyear. Management fees increased $5 million for 2013 due to incremental expenses from our Recent Acquisitions. For 2012, base management fees increased 6.7% to $158 million and incentive management fees increased 29.6% to $48 million. Our management fees increased an incremental $4 million in 2012 as a priority return on its investment, increased 17.5% during the year, consistent with the increase in operating profit at certain properties. The decrease in 2009 is consistent with our revenue decline.result of acquired hotels.

Other property-level expenses. These expenses generally do not vary significantly based on occupancy and include expenses such as property taxes and insurance.  For 2010,Other property-level expenses decreased $200 million, or 34.7%, due to the increase was primarily driven by the inclusionexpiration of the HPT hotelleases on December 31, 2012. Excluding the effects of the HPT leases, other property-level expenses discussed below, partially offset by decreasesincreased $34 million, or 10%, in 2013 due to an increase in real estate taxes, as well as $5 million due to incremental expenses from our Recent Acquisitions. For 2012, expenses increased $22 million, or 4.0%, due mainly to increases in property insurance costs duetaxes and expenses related to the reduction in premiums for our insurance program that runs from June 1, 2010 to May 31, 2011.

As previously discussed, beginning on July 7, 2010, we record the operations of 71 hotels leased from HPT. For 2010, expenses for hotels leased from HPT include rental expense of $84 million due to HPT, as well as the $96 millioninclusion of hotel expenses incurred subsequent to the sublease termination. For 2009, expenses for hotels leased from HPT represent rental expense due to HPT of $80 million.recently acquired hotels.

Depreciation and amortization. Depreciation and amortization expense decreased $25 million, or 3.5%, to $697 million in 2013. The decline in depreciation expense in 2010decrease is due to a decline in non-cash impairment charges recorded in 2009expenses of approximately $20 million. Other$59 million, partially offset by an increase due to Recent Acquisitions and capital expenditures. For 2012, depreciation and amortization expense increased $113 million, or 18.6% to $722 million, which includes a $60 million non-cash impairment charges for 2009 are included in equity in losses of affiliates or discontinued operations. No impairment charges were recorded in 2010.charge related to The Westin Mission Hills Resort & Spa. The increase in 2012 also reflects the inclusion of depreciation expense in 2009 reflects the effect of our extensive $1.8 billionfor newly acquired properties and recent capital expenditures program from 2006 to 2008 as well as the impairment charges described above.expenditures.

Other Income Statement Line Itemsand Expense

Corporate and Other Expenses.other expenses. Corporate and other expenses primarily consist of employee salarieswages and bonuses and other costs, such asbenefits, employee stock-based compensation expense, travel, corporate insurance, legal fees, acquisition-related costs, audit fees, building rent and systems costs. Corporate expenses increased approximately $14 million, or 13.1% in 2013, due to higher compensation expenses and legal costs, including litigation accruals of $13 million, which partially were offset by lower acquisition costs.

Corporate expenses decreased approximately $8$4 million, or 3.6%, in 2010 from 2009 and increased approximately $582012.  Corporate expenses in 2011 include a charge of $15 million in 2009 from 2008. The decrease during 2010 is primarily duerelated to litigation costsa forfeited acquisition deposit. During 2012, non-recurrence of $41 million accrued in 2009 for a potential litigation loss. See “Legal Proceedings.” The decreasethis expense was partially offset by an increaseincreases in stock-basedacquisition and compensation expense and bonus accruals, as well as an increase of $10 million associated with consummated property acquisitions. Previously, the acquisition costs would have been capitalized; however, under accounting requirements adopted in 2009, these costs are now expensed. The expense for the stock-based compensation awards is based on personal performance, as well as Host Inc.’s stockholder return relative to other REITs and to other lodging companies and will vary significantly due to fluctuations in Host Inc.’s stock price. The 2010 increase reflects the outperformance in Host Inc.’s stockholder return relative to other REITs and other lodging companies, a 53.1% increase in Host Inc.’s stock price since 2009 and the overall improvement in operations.expenses.  

The increase in corporate and other expenses in 2009 reflects the litigation costs described above, as well as an increase in stock-based compensation expense, which returned to more normalized levels compared to 2008.

Gain on Insurance Settlement.During 2010, weinsurance settlements. We recorded a gaingains of $3$9 million and $2 million in 2012 and 2011, respectively, related to the receipt of business interruption insurance proceeds for two properties in Christchurch, New Zealand, both of which were affected by an earthquake in February 2011. In 2012, we also recorded a gain of $2 million related to ourproperty insurance for two hotels in Chile, both of which were affected by thean earthquake in JulyFebruary 2010. The damageFor further information on our insurance settlements, see Note 13 to our properties was not severe; however,Consolidated Financial Settlements – Gain on Insurance Settlements.

Interest income. Interest income in 2013 decreased approximately $19 million due to the extent that we receive further business interruption insurance proceeds or property insurance proceeds in excess2012 maturity of the insurance receivable recorded formortgage loan investment associated with the propertyportfolio of five hotels acquired by the Euro JV in November 2012. For 2012 and equipment written off, we will record2011, interest income primarily was attributable to amounts earned on this mortgage of $20 million and $17 million, respectively.

Interest expense. Interest expense decreased $69 million, or 18.5%, in 2013 due to the repayment or refinancing of debt that resulted in a gain. We recorded a gain on insurance settlement of $7decrease in our weighted average interest rates and overall debt balance. Total debt extinguishment costs increased $6 million in 2008. The gain primarily related to the insurance proceeds received for both business interruption and property damage following Hurricanes Katrina and Wilma which occurred during September and October 2005, respectively.

2013. Interest Expense.expense increased $2 million, or 0.5%, in 2012. The increase in interest expense during 2010 is due primarily to costs associated with debt extinguishments (including the acceleration of deferred financing costs and original issue discounts) totalinga $21 million compared to a net gain of $9 million onincrease in debt extinguishments in 2009. This increaseextinguishment costs, which was partially offset by a net decrease in ourlower weighted average interest rate and overall debt balance, which resulted in interest savings of approximately $23 million.balances. In addition, thesavings from our fixed-to-floating interest rate swap that we entered intoreduced interest expense by $7 million in 2013 and $6 million for each of 2012 and 2011. The following table presents interest expense (in millions):

 

 

Year ended December 31, (1

)

 

 

 

2013

 

 

 

2012

 

 

2011

 

Cash interest expense(1)

 

$

 

239

 

 

$

308

 

 

$

318

 

Cash incremental interest expense (1)(2)

 

 

4

 

 

 

5

 

��

 

1

 

Non-cash interest expense

 

 

25

 

 

 

30

 

 

 

43

 

Cash debt extinguishment costs(1)

 

 

23

 

 

 

21

 

 

 

5

 

Non-cash debt extinguishment costs

 

 

13

 

 

 

9

 

 

 

4

 

Total interest expense

 

$

 

304

 

 

$

373

 

 

$

371

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Total cash interest expense paid was $282 million, $338 million and $320 million in 2013, 2012 and 2011, respectively, which includes an increase (decrease) due to the change in accrued interest of $16 million, $4 million and $(4) million for 2013, 2012 and 2011, respectively.

54


(2)

Incremental interest expense reflects the cash interest expense for refinanced debt subsequent to the issuance of the new financing and prior to the repayment of the refinanced debt.

Net gains on property transactions and other. Net gains on property transactions increased $20 million in 2013 due to the second half$21 million gain on the sale of 2009 forland adjacent to our $300 million mortgage on The Ritz-Carlton, Naples and Newport Beach Marriott Hotel & Spa reduced interest expenseand a deferred $11 million gain related to an eminent domain claim by $5 millionthe State of Georgia of 2.9 acres of land for 2010 compared to 2009.

the highway expansion at the Atlanta Marriott Perimeter Center.  The increase in interest expense during 2009 from 2008 is primarily due to a decrease of $5 million in the net gain associated with the repurchase of our exchangeable senior debentures in 2009 and 2008.

Net Gains on Property Transactions.The significant increase in gains from property transactions in 2009 when compared to both 2010 and 2008 is2012 was due to the recognition of a $13$8 million gain associated withrelated to the sale of our remaining 3.6% limited partnership interestland to the Maui JV, compared to a $2 million gain recorded in a partnership that owned 115 Courtyard by Marriott hotels.2011 for the transfer of the Le Méridien Piccadilly to the Euro JV.

Equity in Earnings (losses) of Affiliates.The significant increase in losses of affiliates during 2009 when compared to both 2010 and 2008 is a result of an impairment charge of $34 million recorded in 2009, described below, related to our investment in the European joint venture. We evaluate the recoverability of our investment in affiliates based on our assessment of the fair value of our investment in comparison to our carrying value. In 2009, we determined that the carrying value of our investment in our joint venture in Europe exceeded its fair value on an other-than-temporary basis. As a result, we recorded an impairment charge of $34 million, which impairment charge is included in equity in earnings (losses) of affiliates. See “—Critical Accounting Policies—Other-than-Temporary Impairment of an Investment”Benefit (provision) for further discussion.income taxes.

Income Tax Benefit.We lease substantially all of our properties to consolidated subsidiaries designated as TRS for federal income tax purposes. The difference between hotel-level operating cash flow andand the aggregate rent paid to Host L.P. by the TRS represents taxable income or loss, on which we record an income tax provision or benefit.  The decrease in the tax benefitprovision in 20102013 reflects lower expensesa decrease in taxable income at the TRS due to an increase in rent expense in excess of the increase in operating profit from the hotels and a reduction of certain foreign taxes, while the increase in 2012 reflects year-over-year improvements in property operations recognized by our TRS, and the overall improvementas well as increases in operating results at our properties. As most of the hotels in 2010 are paying the minimum rent under the lease agreements, a significant amount of the improvement in profitability is retained by the TRS and, therefore, decreases its taxable loss. Additionally, in 2009 we recognized a $12 million tax benefit with respect to the sale of our remaining interest in the CBM Joint Venture Limited Partnership (“CBM JV”).certain foreign taxes.

Discontinued Operations.Income (loss) from discontinued operations. Discontinued operations consist of twofive hotels disposed of in 2010, six2013, three hotels disposed of in 2009 (including2012 and one hotel for which the ground lease expired and reverted back to the ground lessor) and two hotels disposed of during 2008in 2011 and representrepresents the results of operations and the gains or losses on the disposition of these hotels during the indicated periods. The following table summarizes the revenues, income before taxes, and the gain on dispositions, net of tax, of the hotels which have been reclassified to discontinued operations, which includes assets held for sale and the results of sold hotels prior to their disposition for the periods presented (in millions):

 

   2010  2009  2008 

Revenues

  $5   $72   $175  

Income (loss) before taxes

   (3  (88  9  

Gain (loss) on dispositions, net of tax

   (2  26    24  

 

 

Year ended December 31,

 

 

 

2013

 

 

2012

 

 

2011

 

Revenues

 

$

104

 

 

$

264

 

 

$

288

 

Income before taxes

 

 

22

 

 

 

24

 

 

 

11

 

Gain on disposals, net of tax

 

 

97

 

 

 

48

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquidity and Capital Resources

Liquidity and Capital Resources of Host Inc. and Host L.P. The liquidity and capital resources of Host Inc. and Host L.P. are derived primarily derived from the activities of Host L.P. Host L.P., which generates the capital required by our business through itsfrom hotel operations, the direct or indirect incurrence of indebtedness,debt and the issuance of OP units or the sale of equity interests of its subsidiaries.units. Host Inc. is a REIT whoseInc.’s only materialsignificant asset is itsthe ownership of partnership interests of Host L.P.; therefore, its financing and investing activities are conducted through Host L.P., except for the issuance of its common and preferred stock. However, proceedsProceeds from stock issuances by Host Inc. are contributed to Host L.P. in exchange for OP units. Additionally, funds used by Host Inc. to pay dividends or to repurchase stock are provided by Host L.P. Therefore, while we have noted those areas in which it is important to distinguish between Host Inc. and Host L.P., we have not included a separate discussion of the liquidity and capital resources of each entity as the discussion below can be appliedapplies both to both Host Inc. and Host L.P.

Overview.We look to maintain a capital structure and liquidity profile with an appropriateappropriate balance of cash, debt and equity in order to provide financial flexibility, given the inherent volatility in the lodging industry. During the difficult recessionary period in 2009,As operations have improved, we focusedhave maintained our focus on improving our liquidity position through equity and debt issuances, which totaled over $1.7 billion. As a result of these efforts, we entered the growth period of 2010 with over $1.5 billion of cash and $600 million available under our credit facility. As the overall economy, credit markets and lodging industry strengthened during 2010, we shifted the focus of our financing efforts from maintaining liquidity to strategically decreasing our debt-to-equity ratio through (i) acquisitions and other investments, the majority of which were completed with available cash and proceeds from equity issuances, and (ii) the repayment and refinancing of senior notes and mortgage debt. As a result, wedebt in order to extend maturity dates and lower interest rates.

We have improved our overall leverage and coverage ratios, issued $406 million of equity and completed $532 million of acquisitions and other capital investments during the year. At the same time, our liquidity position remains very strong, with over $1.1 billion of cash and cash equivalents (prior to amounts used for the 2011 acquisitions discussed herein) and $542 million available capacity under our credit facility.

We also look to structurestructured our debt profile to allow us to access different forms of financing, primarily senior notesmaintain a balanced maturity schedule and exchangeable debentures, as well as mortgage debt. Generally, this means that we will look to minimize the number of assets that are encumbered by mortgage debt, minimize near-term maturities, and maintain a balanced maturity schedule. Asdebt. We have access to multiple types of December 31, 2010, 102 of our 113 hotels are unencumbered by mortgage debt andfinancing as approximately 79%83% of our debt consists of senior notes, exchangeable debentures and borrowings under our credit facility, bothnone of which are guaranteed by various subsidiaries and secured by pledges in subsidiaries, but are not collateralized by specific hotel properties. Additionally,During 2013, our maturities for 2011 are 3.5%senior notes were rated investment grade by both Moody’s and Standard & Poor’s and we subsequently issued $400 million of our total debt ($129senior notes at 3¾%. In 2013, we repaid $800 million of senior notes and $277 million of mortgage debt and $58refinanced $150 million outstanding underof mortgage debt. Additionally, only 10 of our credit facility). Further, basedconsolidated hotels, which represented just 3% of our 2013 revenues, will be encumbered by mortgage debt subsequent to the repayment of a mortgage loan on our current forecasts, we expect to extend the credit facility maturity one year to September of 2012. March 1, 2014.

55


We believe that we have sufficient liquidity and access to the capital markets to take advantage of opportunities to enhance our portfolio, withstand declines in operating cash flow, pay our near-term debt maturities and fund our capital expenditures programs. We may continue to opportunistically access the capital markets if favorable market conditions exist in order to further enhance our liquidity and to fund cash needs. The charttable below details our significant cash flows for the three years ended December 31 2010:(in millions):

 

   2010  2009  2008 

Operating activities

    

Cash provided by operating activities

  $520   $552   $1,020  

Investing activities

    

Acquisitions and investment

   (434  (7  (77

Dispositions and return of investment

   12    251    38  

Capital expenditures

   (309  (340  (672

Financing activities

    

Issuances of debt

   500    906    300  

Net draws (repayments) on credit facility

   56    (410  410  

Repurchase of senior notes, including exchangeable debentures

   (821  (139  (82

Debt prepayments and scheduled maturities

   (364  (342  (245

Host Inc.:

    

Common stock issuances

   406    767    —    

Common stock repurchase

   —      —      (100

Redemption of preferred stock

   (101  —      —    

Dividends on common stock

   (20  (42  (522

Host L.P.:

    

Common OP unit issuance

   406    767    —    

Common OP unit repurchase

   —      —      (100

Redemption of preferred units

   (101  —      —    

Distributions on common OP units

   (20  (43  (542

 

 

2013

 

 

2012

 

 

2011

 

Cash and cash equivalents, beginning of year

 

$

417

 

 

$

826

 

 

$

1,113

 

Increase (decrease) in cash and cash equivalents

 

 

444

 

 

 

(409

)

 

 

(287

)

Cash and cash equivalents, end of year

 

$

861

 

 

$

417

 

 

$

826

 

Operating activities

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

$

1,019

 

 

$

781

 

 

$

662

 

Investing activities

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions and investments

 

 

(259

)

 

 

(579

)

 

 

(1,096

)

Dispositions and return of capital from investments

 

 

643

 

 

 

296

 

 

 

47

 

Capital expenditures

 

 

(436

)

 

 

(638

)

 

 

(542

)

Financing activities

 

 

 

 

 

 

 

 

 

 

 

 

Issuances of senior notes

 

 

400

 

 

 

800

 

 

 

796

 

Issuances of mortgage debt

 

 

150

 

 

 

100

 

 

 

159

 

Issuance of credit facility term loan

 

 

 

 

 

500

 

 

 

 

Net draws (repayments) on credit facility revolver

 

 

186

 

 

 

142

 

 

 

63

 

Repurchase of senior notes, including exchangeable debentures

 

 

(801

)

 

 

(1,795

)

 

 

(404

)

Mortgage debt prepayments and scheduled maturities

 

 

(411

)

 

 

(113

)

 

 

(210

)

Host Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issuance

 

 

303

 

 

 

274

 

 

 

323

 

Dividends on common stock

 

 

(313

)

 

 

(187

)

 

 

(70

)

Host L.P.:

 

 

 

 

 

 

 

 

 

 

 

 

Common OP unit issuance

 

 

303

 

 

 

274

 

 

 

323

 

Distributions on common OP units

 

 

(317

)

 

 

(190

)

 

 

(71

)

Cash Requirements.We use cash primarily for acquisitions, capital expenditures, debt payments, operating costs, corporate and other expenses, andas well as dividends and distributions to stockholders and unitholders. As a REIT, Host Inc. is required to distribute to its stockholders at least 90% of its taxable income, excluding net capital gain, on an annual basis. Funds used by Host Inc. to make cash distributions are provided by Host L.P. Our primary sources of cash are cash from operations, proceeds from the sale of assets, borrowings under our credit facility and debt and equity issuances.

Below is a schedule ofThe following graph summarizes our aggregate debt maturities through 2013. Asas of December 31, 2010, our weighted average interest rate is 6.2% and our weighted average maturity is 4.4 years. See “—Financial Condition” for more information on our debt maturities. During 2010, we took advantage of our strong financial position to repay $463 million of debt (which is net of $722 million of debt issuances and assumptions) and $101 million of preferred stock and the corresponding preferred units.February 14, 2014:

Remaining Debt Maturities 2011—2013

(in millions)

   2011   2012   2013 

Mortgage loan on four Canadian properties

  $129    $—      $—    

Credit facility draw (1)

   58     —       —    

Mortgage loan, Le Méridien Piccadilly (2)

   —       50     —    

2.625% Exchangeable Senior Debentures (3)

   —       526     —    

Senior notes

   —       7     250  

Mortgage loan, Orlando World Center Marriott

   —       —       246  

Mortgage loan, JW Marriott, Washington, D.C (2)

   —       —       110  

Principal amortization on other debt

   5     5     3  
               

Total maturities

  $192    $588    $609  
               

 

(1)

We have

The debt maturing in 2015 assumes the option to extend the maturity for an additional year if the applicable conditions are met.

(2)These mortgages can be extended for one year, at our option, provided that debt coverage exceeds certain ratios and other conditions are met.
(3)Our 2.625% Exchangeable Senior Debentures are due in 2027, but are subject toexercise of a put option by the holders on April 15, 2012. The $526 million represents the face amount of the outstanding principal at December 31, 2010.our exchangeable senior debentures.

Capital Resources. As of December 31, 2010, we had over $1.1 billion of cash and cash equivalents, which was a decrease of $529 million from December 31, 2009. We also had $542 million available under our credit facility at December 31, 2010. We depend primarily on external sources of capital to finance future growth, including acquisitions. As a result, the liquidityliquidity and debt capacity provided by our credit facility and the ability to issue senior unsecured debt are key components of our capital structure. Therefore, ourOur financial flexibility (including our ability to incur debt, make distributions and make investments) is

56


contingent on our ability to maintain compliance with the financial covenants of such indebtedness, which include, among other things, the allowable amounts of leverage, interest coverage and fixed charges. During 20092012 and 2010,2013, we have significantly decreased our near-term debt maturities, reducedexpanded our secured mortgage indebtednessborrowing capacity under our credit facility through a term loan and maintained compliance with our senior note and credit facility covenants, despite the difficult operating and credit environment in 2009.covenants.

If, at any time, we determine that market conditions are favorable, after taking into account our liquidity requirements, we may seek to issue and sell shares of Host Inc. common stock in registered public offerings, including through sales directly on the New York Stock Exchange (“NYSE”) under anany future “at the market” offering program, or to issue and sell shares of Host Inc. preferred stock. We also may seek to cause Host L.P. to issue in offerings exempt from registration under the securities laws, debentures exchangeable for shares of Host Inc. common stock or senior notes. Given our total debt level and maturity schedule, we will continue to redeem or refinance senior notes and mortgage debt from time to time, taking advantage of favorable market conditions, when available.conditions. In February 2011,October 2013, Host Inc.’s Board of Directors authorized repurchases of up to $500$680 million of senior notes, exchangeable debentures and mortgage debt (other than in accordance with its terms). Separately, the Board, of Directors authorized redemptions and repurchases of all or a portion of $325which $530 million principal amount of our 3 1/4% exchangeable debentures, and we are currently evaluating options with respect toremains available under this security. Any redemption of the 3 1/4% exchangeable debentures will not reduce the $500 million of Board authority noted above to repurchase other debt securities.authority. We may purchase senior notes and exchangeable debentures for cash through open

market purchases, privately negotiated transactions, a tender offer or, in some cases, through the early redemption of such securities pursuant to their terms. Repurchases of debt if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. Any refinancing or retirement before the maturity date wouldwill affect earnings and FFO per diluted share as a result of the payment of any applicable call premiums and the acceleration of previously deferred financing costs. Accordingly, in light of our priorities in managing our capital structure and liquidity profile and given the movement in prevailing conditions and relative pricing in the capital markets, we may, at any time, subject to applicable securities laws, be considering, or be in discussions with respect to, the purchase or sale of common stock, exchangeable debentures and/or senior notes. Any such transactions may, subject to applicable securities laws, occur simultaneously.

On August 19, 2010,We continue actively to explore potential acquisitions and anticipate that any such future acquisitions will be funded primarily by proceeds from sales of properties, but also potentially from equity offerings of Host Inc. entered into a new Sales Agency Financing Agreement with BNY Mellon Capital Markets, LLC, through which, or by issuances of OP units by Host Inc. may issue and sell, from time to time, sharesL.P., the incurrence of common stock having an aggregate offering price of up to $400 million. This agreement followed the completion of $400 million of salesdebt, available cash or advances under a similar agreement, also with BNY Mellon Capital Markets, LLC, that was entered into in 2009. The sales have been and will continue to be made in “at the market” offerings under SEC rules, including sales made directly on the NYSE. BNY Mellon Capital Markets, LLC is acting as sales agent. Host Inc. may continue to sell shares of common stock under this program from time to time based on market conditions, although we are not under an obligation to sell any shares. Host Inc. has approximately $100 million remaining under this program.

As of December 31, 2010, our secured mortgage indebtedness totaled approximately $1.0 billion, which represents approximately 19% of our overall indebtedness, and is secured by 11 of our hotels.credit facility. Given the flexibility provided bynature of the structure of our balance sheet,se transactions, we can make no assurances that we will lookbe successful in acquiring any one or more hotels that we may review, bid on or negotiate to access the capital markets for senior notes and exchangeable debentures and the secured mortgage debt market, based on relative pricing and capacity in order to fund our cash requirements.purchase. We may at any time, seek to access such markets inacquire additional properties through various structures, including transactions involving single assets, portfolios, joint ventures and acquisitions of the event that we determine that the terms and conditions available to us are advantageous, based upon prevailing market conditions, our liquidity requirements, contractual restrictions andsecurities or assets of other circumstances. See “—Financial Condition” for further discussion of our restrictive covenants.REITs.

Counterparty Credit Risk. We are subject to counterparty credit risk, which relates to the ability of counterparties to meet their contractual payment obligations or the potential non-performance of counterparties to deliver contracted commodities or services at the contracted price. We assess the ability of our counterparties to fulfill their obligation to determine the impact, if any, of counterparty bankruptcy or insolvency on our financial condition. We are exposed to credit risk with respect to cash held at various financial institutions, access to our credit facility and amounts due or payable under our derivative contracts. Our credit exposure in each of these cases is limited. Our exposure with regard to our cash and the $542$779 million available under our credit facility is mitigated, as the credit risk is spread among a diversified group of investment grade financial institutions. At December 31, 2010,2013, the exposure risk related to our derivative contracts totaled $18$4 million and the counterparties were investment grade financial institutions.

Sources and Uses of Cash. During 2010, ourOur sources of cash includedinclude cash from operations, proceeds from debt and equity issuancesissuances and proceeds from the sale of assets.asset sales. Uses of cash during the year consisted of acquisitions, investments in our joint ventures, capital expenditures, operating costs, debt repayments and repurchases and distributions to equity holders. During 2011, weWe anticipate that our primarysources and uses of cash will include acquisitions and investments, capital expenditures at our hotels, the repayment or repurchase of our debt maturing in the near-term and distributions to equity holders. We anticipate that our primary sources of cash for 2011 will include cash from operations and proceeds from equity and debt issuances.be similar during 2014.

Cash Provided by Operations. Our cash provided by operations for 2010 decreased $322013 increased $238 million to $520$1,019 million compared to 2009,2012, primarily due primarily to timing ofimproved operations at our hotels and a decrease in cash receipts from our managers, increased costs associated with debt prepayments and increased required reserves for possible legal damages.interest payments.

Cash Used in Investing Activities. Approximately $706$75 million of cash was used in investing activities during 2010. This included2013 compared to $886 million in 2012. In addition to the acquisition, investment and disposition activity detailed in the charts below, we spent approximately $380$436 million of acquisitions and deposits for future acquisitions, which is net of debt and other liabilities assumed, $309 million ofon capital expenditures, and the investment in two junior tranchesa decrease of a mortgage loan in Europe.

Capital Expenditures. In 2010, total capital expenditures decreased $31$202 million to $309 million.from 2012. Our renewal and replacement capital expenditures for 20102013 were approximately $195$303 million, which reflects an increasea decrease of approximately 19%17% from 20092012 levels. Our renewal and replacement capital expenditures generally are generally funded by the furniture, fixture and equipment funds established at certain of our hotels (typically funded with approximately 5% of property revenues) and by our available cash. We also spent approximately $114$133 million in 20102013 on ROI/repositioningredevelopment projects and acquisition capital expenditures, which reflects a decrease of approximately 35%51% compared to 20092012 levels. WhileAdditionally, we have capitalized certain internal costs and interest expense associated with our capital expenditures declinedexpenditure projects in 2010, theyaccordance with GAAP. These capitalized costs were $11 million, $11 million and $9 million for 2013, 2012 and 2011, respectively. Capital expenditures have totaled approximately $2.5$2.3 billion over the past five years. Asyears and, as a result, we believe that our properties are in a strong competitive position with respectrelative to their market competitors.

Acquisitions/Dispositions and Investments. During 2010, in separate transactions, we purchased four hotel assets located in London, New York, Chicago and Rio de Janeiro, respectively, for an aggregate amount of approximately $479 million and purchased the junior portion of a mortgage loan secured by a portfolio of hotels. We recorded the purchase price of the acquired assets and liabilities at the estimated fair value on the date of purchase. For 2010, our property acquisitions were as follows:

57

on September 30, 2010, we acquired the 245-room JW Marriott, Rio de Janeiro for approximately R80 million ($47 million);


 

on September 2, 2010, we formed a joint venture with a subsidiary of Istithmar World to purchase the 270-room W New York, Union Square. We have a 90% managing membership interest in the joint venture and, therefore, consolidate the entity. The joint venture purchased the hotel for $188 million, which, in addition to cash consideration, includes the assumption of $115 million of mortgage debt, with a fair value of $119 million, and other liabilities of $8.5 million. The fair value of the debt was determined using the present value of future cash flows. Additionally, in conjunction with the acquisition, the joint venture purchased restricted cash and FF&E reserve funds at the hotel in the amount of $11 million. The joint venture acquired the hotel as part of the settlement agreement reached with the previous owners and mezzanine lenders on July 22, 2010;

on August 11, 2010, we acquired the 424-room Westin Chicago River North for approximately $165 million; and

on July 22, 2010, we acquired the leasehold interest in the 266-room Le Méridien Piccadilly in London, England for £64 million ($98 million), including cash consideration of approximately £31 million ($47 million) and the assumption of a £33 million ($51 million) mortgage. As part of the purchase of the leasehold interest, we acquired restricted cash and working capital at the hotel in the amount of £4 million ($6 million). In connection with the acquisition, we assumed a capital lease obligation which we valued at £38 million ($58 million). The capital lease obligation is included as debt on the accompanying balance sheet and increased the book value of the leasehold interest purchased. We also recorded a deferred tax liability of £19 million ($30 million), a deferred tax asset of £11 million ($17 million) and goodwill of £8 million ($13 million) related to the difference in the hotel valuation measured at fair value on the acquisition date and the tax basis of the asset. We drew £37 million ($56 million) from our credit facility in order to fund the cash portion of the acquisition.

Additionally, during 2010, we disposed of two non-core properties where we believed the potential for profitability growth was low. Proceeds from these sales were approximately $12 million.

While we continue to actively explore potential acquisitions, given the nature of the transactions, we cannot assure you that we will be successful in acquiring any one or more hotel properties that we may review, bid on or negotiate to purchase. We may acquire additional properties through various structures, including transactions involving single assets, portfolios, joint ventures and acquisitions of all or substantially all of the securities or assets of other REITs. We anticipate that future acquisitions will be funded primarily by proceeds from equity offerings of Host Inc., or issuance of OP units by Host L.P., but potentially also from the proceeds from sales of properties from our existing portfolio, the incurrence of debt, available cash or advances under our credit facility.

The following table summarizestables summarize significant investment activities and dispositions that have been completed as of December 31, 2010February 14, 2014 (in millions):

 

Transaction

Date

      

Description of Transaction

  (Investment)
Sale Price
 

Investments/

Acquisitions

      

September

   2010    

Acquisition of the JW Marriott, Rio de Janeiro

  $(47

September

   2010    

Acquisition of a 90% ownership interest of the W New York, Union Square (1)

   (169

August

   2010    

Acquisition of the Westin Chicago River North

   (165

July

   2010    

Acquisition of the Le Méridien Piccadilly

   (98

April

   2010    

Purchase of a mortgage note on a portfolio of hotels

   (53

January

   2009    

Return of investment in European joint venture

   39  
         
    

Total acquisitions

  $(493
         

Dispositions

      

June

   2010    

Disposition of The Ritz-Carlton, Dearborn

  $3  

February

   2010    

Disposition of Sheraton Braintree

   9  

August

   2009    

Sale of 3.6% investment in CBM Joint Venture Limited Partnership

   13  

August

   2009    

Disposition of Hanover Marriott Hotel

   27  

July

   2009    

Disposition of Boston Marriott Newton

   28  

July

   2009    

Disposition of Sheraton Stamford/Washington Dulles Marriott Suites

   36  

February

   2009    

Disposition of Hyatt Regency Boston (2)

   113  
         
    

Total dispositions

  $229  
         

 

 

 

 

 

 

 

 

 

 

 

 

Transaction Date

 

 

Description of Transaction

 

Cash Paid

 

 

Investment

Price

 

Acquisitions/Investments

 

 

 

 

 

 

 

 

 

 

 

January

2014

 

Acquisition of The Powell Hotel

 

$

(75

)

 

$

(75

)

December

2013

 

Acquisition of land at the Times Square Marriott Marquis(1)

 

 

(20

)

 

 

(45

)

January - December

2013

 

Development costs for two hotels in Rio de Janeiro

 

 

(19

)

 

 

(19

)

May - August

2013

 

Investment in Euro JV

 

 

(67

)

 

 

(67

)

May

2013

 

Acquisition of Hyatt Place Waikiki Beach

 

 

(139

)

 

 

(139

)

November

2012

 

Investment in Euro JV – acquisition of portfolio of five hotels

 

 

(90

)

 

 

(90

)

November

2012

 

Investment in Maui JV (2)

 

 

 

 

(32

)

July

2012

 

Investment in Euro JV – acquisition of Le Méridien Grand Hotel Nuremberg

 

 

(13

)

 

 

(13

)

July

2012

 

Acquisition of Grand Hyatt Washington (3)

 

 

(417

)

 

 

(417

)

June-July

2012

 

Acquisition of land and development costs for two hotels in Rio de Janeiro

 

 

(26

)

 

 

(26

)

May – December

2012

 

Investment in the Hyatt Place, Nashville joint venture

 

 

(5

)

 

 

(5

)

March

2012

 

Investment in the Asia/Pacific joint venture – Citigate Perth acquisition

 

 

(11

)

 

 

(11

)

 

 

 

Total acquisitions/investments

 

$

(882

)

 

$

(939

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The investment

Investment price represents our 90% interestincludes $25 million of consideration paid in prior years.

(2)

Includes $24 million for the joint venture that acquiredfair value of the hotel, includingland transferred to the Maui JV as well as our portion of the assumptionpre-formation expenditures of $8 million.

(3)

This hotel was purchased for a price of $400 million, plus approximately $9 million for the settlement of a derivative liability and for other related assets and the acquisition of the FF&E replacement fund for $6 million and $2 million of working capital.

Transaction Date

 

 

Description of Transaction

 

Net Proceeds(1)

 

 

Sales Price

 

Dispositions

 

 

 

 

 

 

 

 

 

 

 

February

2014

 

Disposition of Courtyard Nashua

 

$

9

 

 

$

10

 

January

2014

 

Sale of 89% interest in the Philadelphia Marriott Downtown(2)

 

290

 

 

 

270

 

December

2013

 

Disposition of Dallas/Addison Marriott Quorum by the Galleria

 

53

 

 

 

56

 

November

2013

 

Disposition of Four Seasons Hotel Atlanta

 

62

 

 

 

63

 

November

2013

 

Disposition of Portland Marriott Downtown Waterfront

 

83

 

 

 

87

 

June

2013

 

Disposition of The Ritz-Carlton, San Francisco

 

146

 

 

 

161

 

April

2013

 

Sale of land adjacent to Newport Beach Marriott Hotel & Spa

 

24

 

 

 

24

 

January

2013

 

Disposition of Atlanta Marriott Marquis

 

276

 

 

 

293

 

December

2012

 

Deferred proceeds related to sale of the Hospitality Trust Properties (“HPT”) properties

 

51

 

 

 

51

 

November

2012

 

Proceeds from repayment of a mortgage loan held on the portfolio of hotels acquired by the Euro JV

 

80

 

 

 

80

 

November

2012

 

Proceeds from transfer of land to Maui JV

 

12

 

 

 

12

 

November

2012

 

Disposition of Toronto Airport Marriott

 

30

 

 

 

32

 

August

2012

 

Disposition of Hartford Marriott Rocky Hill

 

5

 

 

 

7

 

March

2012

 

Disposition of San Francisco Airport Marriott

 

108

 

 

 

113

 

 

 

 

Total dispositions

 

$

1,229

 

 

$

1,259

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Proceeds are net of FF&E replacement funds paid by the joint venturepurchasers and retained at the hotels and other sales costs.  

(2)

Sales price represents the 89% interest in the hotel that was sold. Net proceeds also include our 11% portion of a $115the proceeds received from the $230 million mortgage loan (which was subsequently repaid in 2010) and other liabilities valued at $8.5 million.

(2)Includes $5 million of reserves which were returnedissued by the hotel manager.partnership at closing.  

58


Cash Provided by/Used in Financing Activities. Net cash used in financing activities was $343$493 million for 2010,2013, as compared to cash provided by financing activities of $698 $305 million in 2009.2012. During 2010,2013, cash used consisted of debt repayments or repurchases and equity repurchasesdividend payments of approximately $1.3$1.7 billion, while we received proceeds of approximately $1.0$1.2 billion through the issuance of debt and equity securities.

Debt Transactions. During 2010, we completed several significant debt transactions that provided financial flexibility and extended our debt maturities.

The following table summarizes significant debt issuances, and assumptions, net of deferred financing costs, that have been completed as of December 31, 2010February 14, 2014 (in millions):

 

Transaction

Date

      

Description of Transaction

  Transaction
Amount
 

October

   2010    

Proceeds from the issuance of 6%, $500 million Series U senior notes (1)

  $492  

September

   2010    

Assumption of the 6.385% mortgage debt on W New York, Union Square

   115  

July

   2010    

Draw on credit facility for the acquisition of the Le Méridien Piccadilly

   56  

July

   2010    

Assumption of the mortgage debt on the Le Méridien Piccadilly

   51  

December

   2009    

Proceeds from issuance of 2.5%, $400 million Exchangeable Senior Debentures (2)

   391  

May

   2009    

Proceeds from issuance of 9%, $400 million Series T senior notes

   380  

March

   2009    

Proceeds from the mortgage loan secured by the JW Marriott, Washington, D.C.

   117  
         
    

Total debt issuances/assumptions

  $1,602  
         

(1)The 6% Series U senior notes were exchanged for the 6% Series V senior notes due in 2020 in February 2011.
(2)Of the proceeds, $82 million was allocated to additional paid-in capital to recognize for the equity component of the debentures.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transaction Date

 

 

Description of Transaction

 

Net Proceeds

 

Debt Issuances

 

 

 

 

 

 

 

February-December

2013

 

Net draw on revolver portion of credit facility

 

$

186

 

December

2013

 

Issuance of mortgage debt on the Harbor Beach Marriott Resort & Spa

 

150

 

March

2013

 

Proceeds from the issuance of $400 million 334% Series D senior notes

 

396

 

February – December

2012

 

Net draw on credit facility

 

142

 

August

2012

 

Proceeds from the issuance of $450 million 434% Series C senior notes

 

443

 

July

2012

 

Borrowing of $500 million Term Loan

 

498

 

June

2012

 

Proceeds from the issuance of a mortgage loan secured by the Hyatt Regency Reston

 

98

 

March

2012

 

Proceeds from the issuance of $350 million 514% Series B senior notes

 

344

 

 

 

 

Total issuances

 

$

2,257

 

The following table presents significant debt repayments, including prepayment premiums, since the beginningthat have been completed as of January 2009February 14, 2014 (in millions):

 

 

 

 

 

Transaction

 

Transaction

Date

      

Description of Transaction

  Transaction
Amount
 

 

 

Description of Transaction

 

Amount

 

Cash Repayments

 

 

 

 

 

 

 

February

2014

 

Redemption of $150 million of 634% Series Q senior notes

 

$

(152

)

January

2014

 

Repayment on revolver portion of credit facility

 

 

(225

)

December

   2010    

Repayment of a portion of the mortgage loan secured by the Orlando World Center Marriott

  $(54

2013

 

Repayment of mortgage loan on The Westin Denver Downtown

 

 

(31

)

December

   2010    

Repayment of 9.8% mortgage loan secured by the JW Marriott, Desert Springs

   (71

2013

 

Repayment of mortgage loan on the Harbor Beach Marriott Resort & Spa

 

 

(134

)

November

   2010    

Redemption of $250 million face amount of 7.125% Series K senior notes

   (253

October

   2010    

Defeasance of 6.385% mortgage debt on W New York, Union Square

   (120

August

   2010    

Redemption of $225 million face amount of 7.125% Series K senior notes

   (230

February

   2010    

Repayment of 7.4% mortgage loan secured by the Atlanta Marriott Marquis

   (124

January

   2010    

Redemption of $346 million face amount of 7% Series M senior notes

   (352

June-October

   2009    

Repurchase of approximately $74 million face amount of 2.625% 2007 Exchangeable Senior Debentures

   (66

September

   2009    

Repayment of the credit facility term loan

   (210

2013

 

Redemption of $200 million of 634% Series Q senior notes

 

 

(202

)

September

   2009    

Repayment of the 5.08% mortgage loan secured by the Westin Kierland Resort & Spa

   (135

July

   2009    

Repayment of the 8.45% mortgage loan secured by the San Diego Marriott Hotel & Marina

   (173

June

   2009    

Repurchase of $4 million face amount of 7% Series M senior notes

   (4

2013

 

Redemption of $200 million of 634% Series Q senior notes

 

 

(202

)

May

   2009    

Repayment of the revolving portion of the credit facility

   (200

2013

 

Repayment of mortgage loan on the Orlando World Center Marriott

 

 

(246

)

March

   2009    

Repayment of the 9.214% mortgage loan secured by the Westin Indianapolis

   (34

March

   2009    

Repurchase of $75 million face amount of the 3.25% 2004 Exchangeable Senior Debentures

   (69

2009/2010

    

Principal amortization

   (27

May

2013

 

Redemption of $400 million of 9% Series T senior notes

 

 

(418

)

December

2012

 

Redemption of $100 million of 634% Series Q senior notes

 

 

(102

)

October

2012

 

Redemption of the remaining 2007 Debentures

 

 

(2

)

September

2012

 

Redemption of $150 million of 634% Series Q senior notes

 

 

(153

)

August-September

2012

 

Redemption of $650 million of 638% Series O senior notes

 

 

(657

)

May

2012

 

Repayment of 10% senior notes due May 2012

 

 

(7

)

April

2012

 

Redemption of 2007 Debentures

 

 

(386

)

April-May

2012

 

Redemption of $500 million of 678% Series S senior notes

 

 

(508

)

April

2012

 

Repayment of 7.5% mortgage loan secured by JW Marriott, Washington, D.C.

 

 

(113

)

2012/2013

 

 

Principal amortization

 

 

(4

)

        

 

 

Total cash repayments

 

$

(3,542

)

    

Total repayments/defeasance

  $(2,122

 

 

 

 

 

 

 

Non-cash Debt Transaction

 

 

 

 

 

 

 

March

2013

 

Exchange of a portion of the 2004 Debentures for Host Inc. common stock (1)

 

$

(174

)

        

 

 

 

 

 

 

 

(1)

In connection with the exchange, Host L.P. issued approximately 11.5 million common OP units to Host Inc.

Equity/Capital Transactions. During 2010, In 2013, Host Inc. issued the remaining 8.1 million shares of common stock available under the 2009 Sales Agency Financing Agreement with BNY Mellon Capital Markets, LLC at an average price of $13.58 per share for proceeds of $109 million, net of $1 million of commissions. Under the 2009 program, Host Inc. issued a total of 36.116.9 million shares of common stock, at an average price of $11.09$17.78 per share, for proceeds of $396approximately $297 million, net of $4 millioncommissions of commissions. On August 19, 2010, Host Inc. entered into a new Sales Agency Financing Agreementapproximately $3 million. These issuances were made in

59


“at-the-market” offerings pursuant to sales agency financing agreements with BNY Mellon Capital Markets, LLC on similar terms, through which Hostand Scotia Capital (USA) Inc. may issueThe net proceeds were used to fund hotel acquisitions, development projects and sell, from time to time, sharesa portion of common stock having an aggregate offering price of up to $400 million. The sales are, and will continue to be, madeour ROI/redevelopment capital expenditures. There were no “at-the-market” issuances in “at the market” offerings under SEC rules, including sales made directly on the NYSE. BNY Mellon Capital Markets, LLC is acting as sales agent. During the fourth quarter of 2013 and there is no remaining capacity under these sales agency financing agreements. In 2012, Host Inc. issued approximately 15.117.5 million shares of common stock through this new programin “at-the-market” offerings, at an average price of $16.52$15.67 per share, for proceeds of $248approximately $271 million, net of $2.5 millioncommissions of commissions. Since the inceptionapproximately $3 million. The net proceeds were used to fund a portion of the new program, Host Inc. has issued approximately 18.8 million shares of common stock at an averageacquisition price of $15.96 per sharethe Grand Hyatt Washington and for proceeds of $297 million, net of $3 million of commissions. Host Inc. may continue to sell shares of common stock under its new program from time to time based on market conditions, although it is not under an obligation to sell any shares.general corporate purposes. In exchange for the cash proceeds of the shares issued by Host Inc., Host L.P. issued OP unitsUnits to Host Inc. based on the conversion ratio of 1.021494 shares per unit. As of December 31, 2010, approximately $100 million is remaining under the new program.

On June 18, 2010, Host Inc. redeemed 4,034,300 shares of its 8 7/8% Class E cumulative redeemable preferred stock at a redemption price of $25.00 per share, plus accrued dividends. Due to the redemption of the preferred stock, the original issuance costs for the Class E preferred stock have been treated as a deemed dividend and have been reflected as a deduction to net income available to common stockholders for the purpose of calculating Host Inc.’s basic and diluted earnings per share. As a result of the redemption, Host Inc. currently has no preferred stock outstanding. Simultaneously, Host L.P. redeemed its Class E preferred OP units, with the identical accounting treatment for the calculation of its basic and diluted earnings per unit.

During 2010, Host Inc.’s cash common stock dividend payments decreased $22 million from $42 million in 2009 to $2016.5 million and Host L.P.’s cash common unit distribution decreased $2317.1 million from $43 million in 2009 to $20 million. The 2009 dividendfor 2013 and distribution payments included the fourth quarter 2008 distribution of $.05 per common share or unit and the $.025 per common share or unit cash portion of the fourth quarter 2009 distribution, while the 2010 dividend and distribution payments include the $.01 per common share or unit distribution for each of the first three quarters of 2010. Subsequent to Host Inc.’s stock dividend in December of 2009, Host L.P.’s distributions on common OP units are based on the conversion factor used to convert common OP units into shares of Host Inc. common stock, which factor is 1.021494.2012, respectively.

The following table summarizes significant equity transactions that have been completed as of December 31, 2010February 14, 2014 (in millions):

 

Transaction

Date

      

Description of Transaction

  Transaction
Amount
 
Equity of Host Inc.      

January-December

   2010    

Issuance of approximately 27 million common shares under Host Inc.’s continuous equity offering programs (1)

  $406  

June

   2010    

Preferred stock redemption (2)

   (101

August-December

   2009    

Issuance of approximately 28 million common shares through Host Inc.’s continuous equity offering programs (3)

   287  

April

   2009    

Issuance of 75.75 million common shares (4)

   480  
         
    

Net proceeds from equity transactions

  $1,072  
         

 

 

 

 

 

Transaction

 

Transaction Date

 

 

Description of Transaction

 

Amount

 

Equity of Host Inc.

 

 

 

 

 

 

 

January

2014

 

Dividend payment (1) (2)

 

$

(98

)

January–December

2013

 

Dividend payments (2)

 

 

(313

)

January–September

2013

 

Issuance of approximately 16.9 million common shares under Host Inc.’s “at the-market” equity program (3)

 

 

297

 

January–December

2012

 

Dividend payments (2)

 

 

(187

)

January–December

2012

 

Issuance of approximately 17 million common shares under Host Inc.’s continuous equity offering programs (3)

 

 

271

 

 

 

 

Net proceeds from equity transactions

 

$

(30

)

 

 

 

 

 

 

 

 

Non-cash Equity Transaction

 

 

 

 

 

 

 

March

2013

 

Issuance of approximately 11.7 million common shares through the exchange of the 2004 Debentures (4)

 

$

174

 

 

(1)

Our dividend payment for the fourth quarter of 2013 was made in January 2014, but accrued at December 31, 2013.

(2)

In connection with the dividends, Host L.P. made distributions of $99 million in 2014, $317 million in 2013 and $190 million in 2012 to its common unit holders.

(3)

In exchange for the cash consideration received from the issuance of these shares, Host L.P. issued to Host Inc. approximately 2616.5 million and 17 million common OP units.units in 2013 and 2012, respectively.  

(2)

(4)

Host L.P. redeemed its equivalent preferred OP units.
(3)

In exchange forconnection with the cash consideration received from the issuance of these shares,exchange, Host L.P. issued to Host Inc. approximately 2811.5 million common OP units.

(4)In exchange for the cash consideration received from the issuance of these shares, Host L.P. issuedunits to Host Inc. 75.75 million common OP units.

60


Financial Condition

As of December 31, 2010,2013, our total debt was approximately $5.5$4.8 billion, of which 90%71% carried a fixed rate of interest. Total debt was comprised of the following (in millions):

 

   December 31,
2010
   December 31,
2009
 

Series K senior notes, with a rate of 7 1/8% due November 2013

  $250    $725  

Series M senior notes, with a rate of 7% due August 2012

   —       344  

Series O senior notes, with a rate of 6 3/8% due March 2015

   650     650  

Series Q senior notes, with a rate of 6 3/4% due June 2016

   800     800  

Series S senior notes, with a rate of 6 7/8% due November 2014

   498     498  

Series T senior notes, with a rate of 9% due May 2017

   388     387  

Series U senior notes, with a rate of 6% due November 2020 (1)

   500     —    

2004 Exchangeable Senior Debentures, with a rate of 3 1/4% due April 2024

   325     323  

2007 Exchangeable Senior Debentures, with a rate of 2 5/8% due April 2027

   502     484  

2009 Exchangeable Senior Debentures, with a rate of 2 1/2% due October 2029

   329     316  

Senior notes, with rate of 10.0% due May 2012

   7     7  
          

Total senior notes

   4,249     4,534  

Credit facility

   58     —    

Mortgage debt (non-recourse) secured by $1.1 billion and $1.5 billion of real estate assets, with an average interest rate of 4.7% and 5.1% at December 31, 2010 and 2009, respectively, maturing through December 2023 (2)

   1,025     1,217  

Other

   145     86  
          

Total debt

  $5,477    $5,837  
          

 

 

As of December 31,

 

 

 

2013

 

 

2012

 

Series Q senior notes, with a rate of 6¾% due June 2016 (1)

 

$

150

 

 

$

550

 

Series T senior notes, with a rate of 9% due May 2017

 

 

 

 

 

391

 

Series V senior notes, with a rate of 6% due November 2020

 

 

500

 

 

 

500

 

Series X senior notes, with a rate of 5⅞% due June 2019

 

 

497

 

 

 

497

 

Series Z senior notes, with a rate of 6% due October 2021

 

 

300

 

 

 

300

 

Series B senior notes, with a rate of 5¼% due March 2022

 

 

350

 

 

 

350

 

Series C senior notes, with a rate of 4¾% due March 2023

 

 

450

 

 

 

450

 

Series D senior notes, with a rate of 3¾% due October 2023

 

 

400

 

 

 

 

2004 Exchangeable Senior Debentures, with a rate of 3¼% due April 2024

 

 

 

 

 

175

 

2009 Exchangeable Senior Debentures, with a rate of 2½% due October 2029

 

 

371

 

 

 

356

 

Total senior notes

 

 

3,018

 

 

 

3,569

 

Credit facility revolver (1)

 

 

446

 

 

 

263

 

Credit facility term loan due July 2017

 

 

500

 

 

 

500

 

Mortgage debt (non-recourse), with an average interest rate of 4.1% and 4.5% at December 31, 2013 and 2012, respectively, maturing through January 2024

 

 

709

 

 

 

993

 

Other

 

 

86

 

 

 

86

 

Total debt

 

$

4,759

 

 

$

5,411

 

 

 

 

 

 

 

 

 

 

 

(1)

The Series UQ senior notes were exchanged for Series V senior notesredeemed in February 2011.

(2)The assets securing mortgage debt represents the book valuefirst quarter of real estate assets, net of accumulated depreciation. These amounts do not represent the current market value2014. We also repaid $225 million of the assets.revolver.

Aggregate debt maturities at December 31, 20102013 are as follows (in millions):

 

   Senior notes
and
credit facility
  Mortgage debt
and other
   Total 

2011 (1)

  $58   $134    $192  

2012 (2)(3)

   533    55     588  

2013

   250    359     609  

2014 (3)

   825    467     1,292  

2015 (3)

   1,050    12     1,062  

Thereafter

   1,700    69     1,769  
              
   4,416    1,096     5,512  

Unamortized (discounts) premiums, net

   (109  14     (95

Capital lease obligations

   —      60     60  
              
  $4,307   $1,170    $5,477  
              

 

 

Senior notes

 

 

 

 

 

 

 

 

 

 

 

and

 

 

Mortgage debt

 

 

 

 

 

 

 

credit facility

 

 

and other

 

 

Total

 

2014

 

$

 

 

$

332

 

 

$

332

 

2015 (1)

 

 

846

 

 

 

12

 

 

 

858

 

2016 (2)

 

 

150

 

 

 

258

 

 

 

408

 

2017

 

 

500

 

 

 

40

 

 

 

540

 

2018

 

 

 

 

 

 

 

 

 

Thereafter

 

 

2,500

 

 

 

150

 

 

 

2,650

 

 

 

 

3,996

 

 

 

792

 

 

 

4,788

 

Unamortized (discounts) premiums, net

 

 

(32

)

 

 

 

 

 

(32

)

Fair value hedge adjustment

 

 

 

 

 

1

 

 

 

1

 

Capital lease obligations

 

 

 

 

 

2

 

 

 

2

 

 

 

$

3,964

 

 

$

795

 

 

$

4,759

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The debt maturing in 2011 includes $58 million outstanding on our credit facility, for which we have the option to extend the maturity for an additional year, subject to the satisfaction of certain financial covenants.

(2)In January 2011, we extended the maturity of the $50 million Le Méridien Piccadilly mortgage to January 20, 2012 and, therefore, have included it in the 2012 maturities. The mortgage loan can be extended for an additional one-year period, subject to the satisfaction of certain financial covenants.
(3)The debt maturing in 2012, 2014 and 2015 includes $526 million, $325 million and $400 million respectively, of our exchangeable senior debentures that are subject to a put option by holders in those years.that year and $225 million outstanding under the credit facility that was repaid in January 2014.

(2)

Includes $150 million Series Q senior notes that were repaid in February 2014.

Senior Notes.The following summary is a description of the material provisions of the indentures governing our various senior notes issued by Host L.P., to which we refer to collectively as the senior notes indenture. We pay interest on each series of our outstanding seniorsenior notes at specified datessemi-annually in arrears at the respective annual rates indicated on the table above. Under the terms of our senior notes indenture, our senior notes are equal in right of payment with all of Host L.P.’s unsubordinated indebtedness and senior to all subordinated obligations of Host L.P. The notes outstanding under our

Pledges and Guarantees. Under the senior notes indenture, all Host L.P. subsidiaries which guarantee Host L.P. debt are guaranteed by certainrequired to similarly guarantee debt issuances under the indenture. Also, to the extent the equity of our existingany subsidiaries andof Host L.P. are secured bypledged to secure borrowings under the credit facility, such collateral likewise is required to secure senior note issuances under the

61


senior notes indenture. While the credit facility currently does not include any subsidiary guarantees or pledges of equity interests, such guarantees or pledges will be subsequently required in many of our subsidiaries. Thethe event that Host L.P.’s leverage ratio exceeds 6.0x for two consecutive fiscal quarters at a time that Host L.P. does not have an investment grade long-term unsecured debt rating. In the event that such guarantee and pledge requirement is triggered, the guarantees and pledges would ratably benefit the credit facility, as well as the senior notes outstandingissued under ourthe senior notes indenture as well as our credit facility,and certain other senior debt,hedging and interest rate swap agreements and other hedging agreementsbank product arrangements with lenders that are parties to the credit facility. TheIf triggered, the guarantees and pledges are permitted toonly would be released in the event thatrequired by certain U.S. and Canadian subsidiaries of Host L.P. and a substantial portion of our subsidiaries would not provide guarantees or pledges of equity interests. Further, if at any time our leverage ratio falls below 6.0x for two consecutive fiscal quarters.quarters or Host L.P. has an investment grade long-term unsecured debt rating, such guarantees and pledges may be released.

Series D Senior Notes Restrictive Covenants  

On March 28, 2013, we completed an underwritten public offering of $400 million aggregate principal amount of Series D senior notes bearing interest at a rate of 3.75% per year due in 2023. The Series D senior notes are not redeemable prior to 90 days before the October 15, 2023 maturity date, except at a price equal to 100% of their principal amount, plus a make-whole premium as set forth in the senior notes indenture, plus accrued and unpaid interest to the applicable redemption date. The notes were issued under our existing senior notes indenture and have covenants customary for investment grade debt, primarily limitations on our ability to incur debt. There are no restrictions on our ability to pay dividends.  Because these senior notes were issued after we attained an investment grade rating while all other series of our leverage ratio is below this threshold,senior notes were issued before we havehad attained an investment grade rating, the rightcovenants are different than the covenants applicable to release all pledges at any time. In October 2005, we exercised this right for pledges of capital stock that would have been otherwise required subsequent to this date.our other senior notes.

Restrictive CovenantsUnder the terms of the Series D senior notes, indenture, ourHost L.P.’s ability to incur indebtedness and make distributions is subject to restrictions and the satisfaction of various conditions, including the achievement of an EBITDA-to-interest coverage ratio of at least 2.0x. This1.5x by Host L.P. As calculated, this ratio is calculatedexcludes from interest expense items such as call premiums and deferred financing charges that are included in accordance withinterest expense on Host L.P.’s consolidated statement of operations. In addition, the terms of our senior notes indenturecalculation is based on Host L.P.’s pro forma results for the four prior fiscal quarters, giving effect to certain transactions, such as acquisitions, dispositions and financings, as if they had occurred at the beginning of the period. Under the terms of our senior notes indenture, interest expense excludes items such as the gains and losses on the extinguishment of debt, deferred financing charges related to the senior notes or the credit facility, amortization of debt premiums or discounts that were recorded at acquisition of a loan to establish the debt at fair value and approximately $31 million of non-cash interest expense recorded in 2010 related to our exchangeable debentures, all of which are included in interest expense on our consolidated statements of operations. Our subsidiaries are subject to the restrictive covenants in the indenture, however, in certain circumstances, we are permitted to designate certain subsidiaries as unrestricted subsidiaries. These unrestricted subsidiaries are not subject to the restrictive covenants (unless they are guarantors) and may engage in transactions to dispose of or encumber their assets or otherwise incur additional indebtedness without complying with the restrictive covenants in the indenture. If we were to designate additional subsidiaries as unrestricted subsidiaries, neither the EBITDA generated by nor the interest expense allocated to these

entities would be included in our ratio calculations. Other covenants limiting our ability to incur indebtedness, Host Inc.’s ability to pay dividends and Host L.P.’s ability to make distributionsincur indebtedness include maintaining total indebtedness of less than 65% of adjusted total assets (using undepreciated real estate book values), excluding intangible assets, andmaintaining secured indebtedness of less than 45%40% of adjusted total assets.assets and maintaining total unencumbered assets of at least 150% of the aggregate principal amount of outstanding unsecured indebtedness of Host L.P. and its subsidiaries. So long as we maintainHost L.P. maintains the required level of interest coverage and satisfysatisfies these and other conditions in the senior notes indenture, weit may make preferred or common OP unit distributions and incur additional debt under the senior notes indenture, including debt incurred in connection with an acquisition. In addition, even if we are below the coverage levels otherwise required to incur debt and make distributions, we are still permitted to incur certain types of debt, including (i) credit facility debt, (ii) refinancing debt, (iii) up to $300 million or $400 million, depending on the series of senior notes, of mortgage debt whose proceeds would be used to repay debt under credit facility (and permanently reduce our ability to borrow under the credit facility by such amount), and (iv) up to $100 million or $150 million, depending on the series of senior notes, of other debt.  We also are permitted to make distributions of estimated taxable income that are necessary to maintain Host Inc.’s REIT status.

Our senior notes indenture also imposes restrictions on customary matters, such as Host L.P.’s ability to make distributions on, redeem or repurchase its OP units; make investments; permit payment or dividend restrictions on certain of our subsidiaries; sell assets; guarantee indebtedness; enter into transactions with affiliates; create certain liens; and sell certain assets or merge with or into other companies. Our senior notes indenture also imposes a requirement to maintain unencumbered assets (as defined in the indenture as undepreciated property book value) of not less than 125% of the aggregate amount of senior note debt plus other debt not secured by mortgages. This coverage requirement must be maintained at all times and is distinct from the coverage requirements necessary to incur debt or make distributions discussed above (whose consequences, where we fall below the coverage level, are limited to restricting our ability to incur new debt or make distributions, but which would not otherwise cause a default under our senior notes indenture).

We are in compliance with all of ourthe financial covenants under theapplicable to our Series D senior notes indenture.notes. The following table summarizes the financial tests contained in the senior notes indenture for our Series D senior notes and our actual credit ratios as of December 31, 2010:2013:  

 

Actual Ratio

Covenant Requirement

Unencumbered assets tests

426%

343

Minimum ratio of 125%150%

Total indebtedness to total assets

25%

31

Maximum ratio of 65%

Secured indebtedness to total assets

3.6%

6

Maximum ratio of 45%40% 

EBITDA-to-interest coverage ratio

5.9x

2.9

Minimum ratio of 1.5x

Prior Series of Senior Notes Restrictive Covenants

Currently, our senior notes have an investment grade rating from both Moody's and Standard & Poor's. As a result, many of the restrictive covenants contained in the senior notes indenture and the supplemental indentures for our prior series of senior notes are not applicable, as they do not apply for so long as such series of notes maintain an investment grade rating from both Moody's and Standard & Poor's. The following primary covenants continue to apply to our existing senior notes (other than our Series D senior notes):

restrict our ability to sell all or substantially all assets or merge with or into other companies; and

require us to make an offer to repurchase the existing senior notes then currently outstanding upon the occurrence of a change of control.

62


If our senior notes no longer are rated investment grade by either or both of Moody's and Standard & Poor's, then the following covenants and other restrictions will be reinstated for our existing senior notes (but will not apply to the Series D senior notes which have different covenants):

our ability to incur indebtedness and make distributions will be subject to restrictions and the satisfaction of various conditions, including the achievement of an EBITDA-to­interest coverage ratio of at least 2.0x. We will be able to make distributions to enable Host Inc. to pay dividends on its preferred stock, if any, under the senior notes indenture when our EBITDA-to-interest coverage ratio is above 1.7 to 1.0. This ratio is calculated in accordance with the terms of our senior notes indenture applicable to our existing senior notes based on pro forma results for the four prior fiscal quarters, giving effect to transactions such as acquisitions, dispositions and financings, as if they had occurred at the beginning of the period. Interest expense excludes items such as the gains and losses on the extinguishment of debt, deferred financing charges related to the senior notes or the credit facility, amortization of debt premiums or discounts that were recorded at acquisition of a loan to establish the debt at fair value, and, during the year ended December 31, 2013, approximately $15 million of non-cash interest, which represents expense recorded as a result of the implementation in 2009 of an accounting requirement relating to our outstanding Exchangeable Senior Debentures. These amounts are included in interest expense on our consolidated statements of operations;

other covenants limiting our ability to incur indebtedness and make distributions would include maintaining total indebtedness of less than 65% of adjusted total assets (using undepreciated real estate book values), excluding intangible assets, and maintaining secured indebtedness and subsidiary indebtedness of less than 45% of adjusted total assets. So long as we maintain the required level of interest coverage and satisfy these and other conditions in the senior notes indenture applicable to our existing senior notes, we may make preferred or common OP unit distributions and incur additional debt, including debt incurred in connection with an acquisition. Even if we are below the coverage levels otherwise required to incur debt and make distributions when our senior notes no longer are rated investment grade, we still will be permitted to incur certain types of debt, including (i) credit facility debt, (ii) refinancing debt, (iii) up to $400 million of mortgage debt which proceeds would be used to repay debt under the credit facility (and permanently reduce our ability to borrow under the credit facility by such amount), and (iv) up to $150 million of other debt. We also will be permitted to make distributions of estimated taxable income that are necessary to maintain Host Inc.'s REIT status;

a requirement to maintain unencumbered assets, based on undepreciated book values, of not less than 125% of the aggregate amount of senior note debt, plus other debt not secured by mortgages. This coverage requirement must be maintained at all times and is distinct from the coverage requirements necessary to incur debt or make distributions discussed above (which consequences, where we fall below the coverage level, are limited to restricting our ability to incur new debt or make distributions, but which would not otherwise cause a default under our senior notes indenture); and

our ability to make distributions on, redeem or repurchase our OP units; permit payment or distribution restrictions on certain of our subsidiaries; sell assets; enter into transactions with affiliates; and create certain liens will be restricted.

The following summarizes the actual credit ratios for our existing senior notes (other than the Series D senior notes) as of December 31, 2013 and the covenant requirements contained in the senior notes indenture that would be applicable at such times as our existing senior notes no longer are rated investment grade by either of Moody’s or Standard & Poor’s. Even if we were to lose the investment grade rating, we would be in compliance with all of our financial covenants under the senior notes indenture:

Actual Ratio*

Covenant Requirement

Unencumbered assets tests

434%

Minimum ratio of 125%

Total indebtedness to total assets

24.8%

Maximum ratio of 65%

Secured indebtedness to total assets

3.2%

Maximum ratio of 45% 

EBITDA-to-interest coverage ratio

5.9x

Minimum ratio of 2.0x

*

Because of differences in the calculation methodology between our Series D senior notes and our other senior notes, our actual ratios as reported can be slightly different.  

Exchangeable Debentures.As of December 31, 2010,2013, we have three series of exchangeable senior debentures outstanding: $400 million of 2 12½% exc/2%hangeable senior debentures outstanding that were issued on December 22, 2009 (the “2009 Debentures”), $526. On March 28, 2013, we converted $174 million of 2 5/8% debentures that were issued on March 23, 2007 and $325 million of 3 1/4% debentures that were issued on March 16, 2004 (the “2004 Debentures”). We refer to these collectively asinto 11.7 million shares of Host Inc. common stock and redeemed the “Debentures.”remaining $1 million for cash. The 2009 Debentures are equal in right of payment with all of our other senior notes. Holders have the right to require us to purchase the 2009 Debentures at a price equal to 100% of the principal amount outstanding plus accrued interest (the “put option”) on October 15, 2015 and on certain datesother subsequent to their respective issuances.dates. Holders of the 2009 Debentures also have the right to exchange the 2009 Debentures prior to maturity under certain conditions, including at any time at which the closing price of Host Inc.’s common stock is more than 120% (for the 2004 Debentures) or 130% (for the 2007 and 2009 Debentures) of the exchange price per share for at least 20 of the last 30 consecutive trading days during certain periodsof the

63


calendar quarter or at any time up to two days prior to the date on which the 2009 Debentures have been called for redemption. We can redeem for cash all, or part, of any of the 2009 Debentures at any time subsequent to each of their respective redemption datesOctober 20, 2015, at a redemption price ofequal to 100% of the principal amount plus accrued interest. If, at any time, we elect to redeem the 2009 Debentures and the exchange value exceeds the cash redemption price, we would expect the holders toelect to exchange the 2009 Debentures at the respective exchange value rather than receive the cash redemption price. The exchange value is equal to the applicable exchange rate multiplied by the price of Host Inc.’s common stock. Upon exchange, the 2004 Debentures would be exchanged for Host Inc.’s common stock, the 2007 Debentures would be exchanged for a combination of cash (for the principal balance of the debentures) and Host Inc.’s common stock (for the remainder of the exchange value) and the 2009 Debentures would be exchanged for Host Inc.’s common stock, cash or a combination thereof, at our option. Currently, noneAs of December 31, 2013, the closing price of Host Inc.’s common stock exceeded 130% of the exchange price for more than 20 of 30 consecutive prior trading days. Therefore, the 2009 Debentures are exchangeable by holders.holders through March 31, 2014. Whether the 2009 Debentures continue to be exchangeable after March 31, 2014 will depend on future trading prices of Host Inc’s common stock. Currently, each $1,000 Debenture would be exchanged for 74.7034 Host Inc. common shares (for an equivalent per share price of $13.39), for a total of 29.9 million shares.  

The following chart details our outstanding Debentures as of December 31, 2010:

   Maturity
date
   Next put
option
date
   Redemption
date
   Outstanding
principal
amount
   Current exchange
rate for each
$1,000 of principal
   Current
equivalent
exchange price
   Exchangeable
share
equivalents
 
               (in millions)   (in shares)       (in shares) 

2009 Debentures

   10/15/2029     10/15/2015     10/20/2015    $400     71.0101    $14.08     28.4 million  

2007 Debentures

   4/15/2027     4/15/2012     4/20/2012     526     32.0239     31.23     16.8 million  

2004 Debentures

   4/15/2024     4/15/2014     4/19/2009     325     65.3258     15.31     21.2 million  
                 

Total

        $1,251        
                 

We separately account for the liability and equity components of our exchangeable debentures2009 Debentures in order to reflect the fair value of the liability component based on our non-convertible borrowing cost at the issuance date. Accordingly, for the Debentures, we record the liability components thereofof the Debentures at fair value as of the date of issuance and amortize the resulting discount as an increase to interest expense overthrough the initial put option date of the 2009 Debentures, which is the expected life of the debt; however, theredebt. However, there is no effectimpact of this accounting treatment on our cash interest payments. We measured the fair value of the debt components of the 2009 Debentures 2007 Debentures and 2004 Debentures at issuance based on an effective interest ratesrate of 6.9%, 6.5% and 6.8%, respectively.. As a result, we attributed $247$82 million of the proceeds received to the conversion feature of the 2009 Debentures. This amount represents the excess proceeds received over the fair value of the debt at the date of issuance and is included in Host Inc.’s additional paid-in capital and Host L.P.’s partner’s capital on the consolidated balance sheets. The following chart details the initial allocations betweenAs of December 31, 2013, the debt carrying value and equity components of the debentures, net of the original issueunamortized discount based on the effective interest rate at the time of issuance, as well as the debt balances at December 31, 2010:were $371 million and $29 million, respectively.

   Initial Face
Amount
   Initial
Liability
Value
   Initial Equity
Value
   Face Amount
Outstanding at
12/31/2010
   Debt Carrying
Value at
12/31/2010
   Unamortized
Discount at
12/31/2010
 
   (in millions) 

2009 Debentures

  $400    $316    $82    $400    $329    $71  

2007 Debentures

   600     502     89     526     502     24  

2004 Debentures

   500     413     76     325     325     —    
                              

Total

  $1,500    $1,231    $247    $1,251    $1,156    $95  
                              

Interest expense recorded for the 2009 Debentures and our prior series of exchangeable debentures for the periods presented consists of the following (in millions):

 

 

Year ended December 31,

 

  2010   2009   2008 

 

2013

 

 

2012

 

 

2011

 

Contractual interest expense (cash)

  $34    $26    $32  

 

$

10

 

 

$

19

 

 

$

31

 

Non-cash interest expense due to discount

amortization

   32     27     30  

 

 

15

 

 

 

17

 

 

 

31

 

            

Total interest expense

  $66    $53     62  

 

$

25

 

 

$

36

 

 

$

62

 

            

 

 

 

 

 

 

 

 

 

 

 

 

Credit Facility. On May 25, 2007,November 22, 2011, we entered into a second amended and restated banknew senior revolving credit facility with Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Wells Fargo Bank, N.A., Deutsche Bank AG New York Branch as Administrative Agent,and The Bank of America, N.A.,Nova Scotia as Syndication Agent, Citicorp North America Inc., Société Générale and Calyon New York Branch, as Co-Documentation Agentsco-documentation agents, and certain other agents and lenders. The credit facility providesallows for revolving borrowings in an aggregate revolving loan commitmentsprincipal amount of up to $1 billion, including a foreign currency subfacility for Canadian dollars, Australian dollars, New Zealand dollars, Japanese yen, Euros and British pound sterling of up to the foreign currency equivalent of $500 million, subject to a lower amount in the amountcase of $600 million. During any period in which our leverage ratio equals or exceeds 7.0x, new borrowings are limited to such amount as does not cause the aggregate outstanding principal amount under the credit facility to exceed $300 million.New Zealand dollar borrowings. The credit facility also includes subcommitmentsprovides a subfacility of up to $100 million for (i) the issuanceswingline borrowings and a subfacility of up to $100 million for issuances of letters of credit in ancredit. Host L.P. also has the option to increase the aggregate principal amount of $10the credit facility by up to $500 million, subject to obtaining additional loan commitments and (ii) loans insatisfaction of certain foreign currencies in an aggregate amount of $300 million, (A) $150 million of which may be loaned to certain of our Canadian subsidiaries in Canadian Dollars, and (B) $300 million of which may be loaned to us in Pounds Sterling and Euros.conditions. The credit facility has an initial scheduled maturity of September 2011. We haveNovember 2015, with an option for Host L.P. to extend the maturityterm for anone additional year, ifsubject to certain conditions, are met as of September 2011. These conditions includeincluding the payment of an extension fee.

Credit Facility Term Loan. On July 25, 2012, we expanded the credit facility to add a fee tonew term loan facility in an aggregate principal amount of $500 million. The term loan was established through an exercise of the lenders, that no default or event of default exists andoption under the maintenance of a leverage ratio below 6.75x. Subject to certain conditions, we also have the optioncredit facility to increase the amount of the facility by up to $190 million to the extent that any one or more lenders, whether or not currently party to$500 million. We also amended the credit facility commits to be a lenderallow us to retain the extentability to exercise this option in the future for up to an additional $500 million of such amount.

On July 20, 2010, we drew £37 million ($56 million) under our credit facility in ordercommitments, subject to fundobtaining additional loan commitments and the acquisitionsatisfaction of the leasehold interestother conditions specified in the Le Méridien Piccadilly. Based on our leverage at December 31, 2010, we have $542 millioncredit facility.

The term loan will mature in July 2017. The maturity date of available capacity under the revolver portion of our credit facility.

Collateral and Guarantees. The obligationsrevolving loan commitments under the credit facility are guaranteed by certain of our existing subsidiaries (which areremains unchanged. The term loan does not require any scheduled amortization payments prior to maturity. In 2013 and prior years, we paid interest on the term loan at floating interest rates plus a margin ranging from 165 to 265 basis points (depending on Host L.P.’s consolidated leverage ratio). On and after January 24, 2014, the date on which Host L.P. elected ratings-based pricing, we will pay interest on the term loan at floating rates plus a margin ranging from 115 to 200 basis points (depending on Host L.P.’s unsecured long-term debt rating). Based on Host L.P.’s unsecured long-term debt rating at January 24, 2014, the margin would be 145 basis points. The term loan otherwise is subject to the same terms and conditions as those in the credit facility regarding subsidiary guarantees and pledges of security interests in subsidiaries, thatoperational covenants, financial covenants and events of default (as discussed below).

64


Collateral and Guarantees. The credit facility does not currently include any subsidiary guarantee our senior notes) and are currently secured bys or pledges of equity interests in many of our subsidiaries. The pledges, but notsubsidiaries or any other security, and the guarantees and pledges are permitted to be releasedrequired only in the event that Host L.P.’s leverage ratio exceeds 6.0x for two consecutive fiscal quarters at a time that Host L.P. does not have an investment grade long-term unsecured debt rating. In the event that such guarantee and pledge requirement is triggered, the guarantees and pledges would ratably benefit the credit facility, as well as the notes outstanding under Host L.P.’s senior notes indenture, interest rate and currency hedges and certain conditionsother hedging and bank product arrangements with lenders that are satisfied, includingparties to the requirement thatcredit facility. Even when triggered, the guarantees and pledges only would be required by certain U.S. and Canadian subsidiaries of Host L.P. and a substantial portion of our subsidiaries would provide neither guarantees nor pledges of equity interests. Further, if at any time our leverage ratio falls below 6.0x for two consecutive fiscal quarters. As a result of having satisfiedquarters or Host L.P. has an investment grade long-term unsecured debt rating, such conditions, currently we are not required to pledge our equity interests in any newly acquired or newly formed subsidiary, and at our election, we may obtain a release of all existing pledges for so long as our leverage ratio remains below 6.0x. The guarantees and pledges ratably benefit our credit facility, as well as the notes outstanding under our senior notes indenture, interest rate swap agreements, and other hedging agreements with lenders that are parties to the credit facility.may be released.

Prepayments. The loans under the credit facility are required to be prepaid, subject to certain exceptions, with excess proceeds from certain asset sales. Voluntary prepayments of the loans under the credit facility are permitted in whole or in part without premium or penalty. The loans under the credit facility are required to be prepaid in the event that asset sales reduce adjusted total assets (using undepreciated real estate book values) to below $10 billion if we do not reinvest the proceeds of those asset sales in new properties. At December 31, 2013, we have adjusted total assets, as defined in our credit facility, of $20 billion.

Financial Covenants. The credit facility contains covenants concerning allowable leverage, fixed charge coverage and unsecured interest coverage. Currently, weWe are permitted to make borrowings and maintain amounts outstanding under the credit facility so long as our leverage ratio doesis not exceedin excess of 7.25x, and our unsecured coverage ratio is not less than 1.75x and our fixed charge coverage ratio is not less than 1.15x. If our leverage ratio equals or exceeds 7.0x, new borrowings are limited to such amount as does not cause the aggregate outstanding principal amount of the credit facility to exceed $300 million. However, to the extent our borrowings under the credit facility revolver exceed $300 million on the date that our leverage ratio exceeds 7.0x, we are not required to repay the excess for one year.1.25x. The financial covenants for the credit facility do not apply when there are no borrowings under the credit facility. SoHence, so long as there are no amounts outstanding thereunder and the term loan is repaid, we would not be in default if we diddo not satisfy the financial covenants and we woulddo not lose the potential to draw under the credit facility in the future if we were ever to regain compliance with the financial covenants. These calculations are performed in accordance with our credit facility based on pro forma results for the prior four fiscal quarters, giving effect to transactions such as acquisitions, dispositions and financings as if they had occurred at the beginning of the period. Under the terms of the credit facility, interest expense excludes items such as the gains and losses on the extinguishment of debt, deferred financing charges related to the senior notes or the credit facility, amortization of debt premiums or discounts that were recorded at acquisitionissuance of a loan in order to establish the debt atits fair value and non-cash interest expense recorded as a result ofdue to the adoptionimplementation in 2009 of accounting standards relating to our exchangeable debentures, all of which are included in interest expense on our consolidated statementsstatement of operations. Additionally, total debt used in the calculation of our leverage ratio is based on a “net debt” concept, under which cash and cash equivalents in excess of $100 million isare deducted from our total debt balance.

We are in compliance with all of our financial covenants under the credit facility. The following table summarizes the financial tests contained in the credit facility as of December 31, 2010:2013:

Covenant Requirement

Actual Ratio

for all years

Leverage ratio

3.2x

Maximum ratio of 7.25x

Fixed charge coverage ratio

4.3x

Minimum ratio of 1.25x

Unsecured interest coverage ratio (1)

6.6x

Minimum ratio of 1.75x

 

   Actual Ratio  Covenant Requirement
         2010  2011  2012

Leverage ratio

  5.0x  Maximum ratio of:  7.25x  7.25x  7.25x

Fixed charge coverage ratio

  2.0x  Minimum ratio of:  1.10x  1.15x  1.15x

Unsecured interest coverage ratio (a)

  3.0x  Minimum ratio of:  1.75x  1.75x  1.75x

 

(a)

(1)

If at any time our leverage ratio is above 7.0x, our minimum unsecured interest coverage ratio will lowerbe reduced to 1.5x.

Interest and Fees. We pay interest on revolver borrowings under the credit facility at floating rates equal to LIBOR plus a margin. In 2013 and prior years, the margin that is set with referenceranged from 175 to our leverage ratio. In the case of LIBOR-based borrowings in U.S. Dollars, as

well as Euros and Pounds Sterling denominated borrowings, the rate of interest ranges from 65275 basis points (depending on Host L.P.’s consolidated leverage ratio). On and after January 24, 2014, the date on which Host L.P. elected ratings-based pricing, the margin will range from 100 to 150160 basis points over LIBOR.(depending on Host L.P.’s unsecured long-term debt rating). We also have the optionpay a facility fee ranging from 15 to pay interest based on the higher of the overnight Federal Funds Rate plus 5040 basis points, depending on our rating and the Prime Lending Rate plus, in both cases, the applicable spread ranging from 0 to 50 basis points.regardless of usage. Based on our leverage ratio at December 31, 2010Host L.P.’s unsecured long-term debt rating as of 5.0x,January 24, 2014, we canwill be able to borrow at a rate of LIBOR plus 90125 basis points or Prime plus 0and pay a facility fee of 25 basis points.  To the extent that amounts under the credit facility remain unused, we pay a quarterly commitment fee on the unused portion of the loan commitment of 10 to 15 basis points, depending on our average revolver usage during the applicable period.

Other Covenants and Events of Default. The credit facility contains restrictive covenants on customary matters. Certain covenants becomeare less restrictiverestrictive at any time that our leverage ratio fallsis below 6.0x.6.0x, as currently is the case. In particular, at any time that our leverage ratio is below 6.0x, we will not be subject to limitations on capital expenditures, and the limitations on acquisitions, investments, dividends and distributions contained in the credit facility will be superseded by the generally less restrictive corresponding covenants in our senior notes indenture. Additionally, the credit facility’s restrictions on incurrence of debt and the payment of dividends and distributions generally are generally consistent with our senior notes indenture. These provisions, under certain circumstances, limit debt incurrence to debt incurred under the credit facility or in connection with a refinancing, and limit dividend payments to those necessary to maintain Host Inc.’s tax status as a REIT.

The credit facility also includes usual and customary events of default for facilities of this nature, and provides that, upon the occurrence and continuance of an event of default, payment of all amounts due under the credit facility may be accelerated and the

65


lenders’ commitments may be terminated and the lenders may foreclose on the collateral.terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts payabledue under the credit facility will automatically become due and payable and the lenders’ commitments automatically will automatically terminate.

Mortgage and Other Debt. As of December 31, 2010,2013, we had 1112 hotels that were secured by mortgage debt.debt; however, we expect to pay the $300 million mortgage debt on two of our properties that matures on March 1, 2014. Subsequent to the repayment, revenues from the secured properties accounted for 3% of our total revenues in 2013. Substantially all of our mortgage debt is recourse solely to specific assets, except in instances of fraud, misapplication of funds and other customary recourse provisions. As of December 31, 2010,2013, secured debt represented approximately 19%15% of our total debt and our aggregate secured debt had an average interest rate of 4.7%4.1% and an average maturity of 2.73.1 years.

The following table summarizes our outstanding debt and scheduled amortization and maturities related to mortgage and other debt as of December 31, 20102013 (in millions):

 

   Balance as of
December 31,
2010
                         
     2011   2012   2013   2014   2015   Thereafter 

Mortgage Debt

              

Le Méridien Piccadilly, 1.91%, due 1/20/2012 (1)

  $50    $—      $50    $—      $—      $—      $—    

JW Marriott, Washington, D.C., 7.50%, due 4/2/2013 (2)

   117    $3     3     111     —       —       —    

Orlando World Center Marriott, 4.75%, due 7/1/2013

   246     —       —       246     —       —       —    

Harbor Beach Marriott Resort and Spa, 5.55%, due 3/1/2014

   134     —       —       —       134     —       —    

The Ritz-Carlton, Naples and Newport Beach Marriott Hotel and Spa, 3.29%, due 3/1/2014 (3)

   312     —       —       —       312     —       —    

The Westin Denver Downtown, 8.51%, due 12/11/2023 (4)

   37     2     2     2     —       —       31  

Other mortgage debt (5)

   129     129     —       —       —       —       —    
                                   

Total mortgage debt

   1,025     134     55     359     446     —       31  
                                   

Other Debt

              

Philadelphia Airport Marriott industrial revenue bonds, 7 3/4%, due 12/1/2017

   40     —       —       —       —       —       40  

Industrial revenue bonds and other (6)

   105     —       —       —       33     12     60  
                                   

Total other debt

   145     —       —       —       33     12     100  
                                   

Total mortgage and other debt

  $1,170    $134    $55    $359    $479    $12    $131  
                                   

 

 

Balance as of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

Thereafter

 

Mortgage Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Harbor Beach Marriott Resort and Spa, 4.75%, due 1/1/2024

 

$

150

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

150

 

The Ritz-Carlton, Naples and Newport Beach Marriott Hotel and Spa, 3.25%, due 3/1/2014 (1)

 

 

301

 

 

 

301

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New Zealand hotel portfolio, 6.65%, due 2/18/2016 (2)

 

 

87

 

 

 

 

 

 

 

 

 

87

 

 

 

 

 

 

 

 

 

 

Hyatt Regency Reston, 3.27%, due 7/1/16 (3)

 

 

100

 

 

 

 

 

 

 

 

 

100

 

 

 

 

 

 

 

 

 

 

Hilton Melbourne South Wharf, 6.26%, due 11/23/2016 (4)

 

 

71

 

 

 

 

 

 

 

 

 

 

71

 

 

 

 

 

 

 

 

 

 

Total mortgage debt

 

 

709

 

 

 

301

 

 

 

 

 

 

258

 

 

 

 

 

 

 

 

 

150

 

Other Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Philadelphia Airport Marriott industrial revenue bonds, 7¾%, due 12/1/2017

 

 

40

 

 

 

 

 

 

 

 

 

 

 

 

40

 

 

 

 

 

 

 

Industrial revenue bonds and other (5)

 

 

46

 

 

 

33

 

 

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other debt

 

 

86

 

 

 

33

 

 

 

13

 

 

 

 

 

 

40

 

 

 

 

 

 

 

Total mortgage and other debt

 

$

795

 

 

$

334

 

 

$

13

 

 

$

258

 

 

$

40

 

 

$

 

 

$

150

 

 

(1)This floating rate mortgage is based on LIBOR plus 118 basis points. Beginning in January 2011, we have entered into an agreement that caps the LIBOR rate at 2%. The rate shown reflects the rate at December 31, 2010. We have the right to extend the maturity for one-year subject to certain conditions.

(2)

(1)

This floating rate mortgage is based on LIBOR plus 600 basis points, with a LIBOR floor of 1.5% and a LIBOR cap of 3%. The rate shown reflects the rate in effect at December 31, 2010.
(3)

During 2009, we entered into three interest rate swap agreements for the total notional amount outstanding on this loan. The rate shown reflects the weighted average interest rate in effect at December 31, 2010.2013. The balance reflects the book value at December 31, 2010,2013, as adjusted, due to the implementation of fair value hedge accounting. The face amount at December 31, 20102013 was $300 million.

(4)

(2)

Beginning in 2013, the

The floating interest rate on this loan increases a minimum of 500is equal to the 3-month New Zealand Bank Bill Rate plus 120 basis points and all excess cash (as defined inplus an additional commitment fee of 120 basis points per annum. In addition, we entered into a swap agreement that fixes 75% of the loan agreement) generated byat an all-in rate of 7.15%. The rate shown reflects the partnershiprate in effect at December 31, 2013.

(3)

This floating rate mortgage is based on LIBOR plus 310 basis points. The rate shown reflects the rate in effect at December 31, 2013.

(4)

The floating interest rate is equal to the 3-month BBSY plus 230 basis points. In addition, we entered into separate swap agreements that owns this property is applied to principal; however,fix 75% of the loan can be repaid without a premium or penalty on that date. The amortization presented isat an all-in rate of 6.7% and cap the minimum principal payment considering the increase in interest rate, but does not include additional principal payments based on excess cash flow.

(5)Other mortgage debt consists of individual mortgage debt amounts that are less than $40 million, haveremaining 25% at an averageall-in interest rate of 5.2%9.9%. The rate shown reflects the rate in effect at December 31, 2010 and mature through 2011.2013.

(6)

(5)

Industrial revenue bonds and other consist of loans with an average interest rate of 7.1%7.0% that mature through 2016, and capital leases with varying interest rates and maturity dates.

Mortgage Debt of Consolidated and Unconsolidated Partner Interests. For the entities that we consolidate in our financial statements that have third party non-controllingnon-controlling partnership interests, the portion of mortgage debt included in the above table that is attributable to the non-controlling interests, based on their percentage of ownership of the partnerships,ventures, is approximately $68$93 million. Additionally, we have non-controlling interests in partnerships and joint ventures that are not consolidated and are accounted for under the equity method. The portion of the mortgage and other debt of these partnerships and joint ventures attributable to us, based on our percentage of ownership of the partnerships,thereof, was $303$500 million at December 31, 2010.2013. This debt balance primarily is attributable to our 32.1%approximate one-third ownership interest in the European joint venture.Euro JV. The mortgage debt related to the hotels owned by our European joint venture hotelsEuro JV contains operating covenants that could result in the joint venture being required to escrow cash from operations or make principal repayments without penalty. The debt of all of our unconsolidated partnershipsEuropean and Asia/Pacific joint ventures is non-recourse to us.us and we have jointly and severally guaranteed construction loans incurred by our Maui timeshare and Hyatt Place Nashville joint ventures. See “—Off-Balance Sheet Arrangements and Contractual Obligations.”

Distribution/Dividend Policy. Host Inc. is required to distribute at least 90% of its annualannual taxable income, excluding net capital gain, to its stockholders in order to maintain its qualification as a REIT, including taxable income recognized for federal income tax

66


purposes but with regard to which we do not receive cash. Funds used by Host Inc. to pay dividends are provided through distributions from Host L.P. As of February 18, 2011,December 31, 2013, Host Inc. is the owner of approximately 98.4%98.7% of theHost L.P.’s common OP units. The remaining 1.6% of the common OP units are heldowned by various third-partyunaffiliated limited partners. Each OP unit may be redeemedoffered for redemption by the holders thereof for cash or, at the election of Host Inc., Host Inc. common stock based on the then current conversion ratio. The current conversion ratio iswas adjusted from 1.0 to 1.021494 shares of Host Inc. common stock for each OP unit.unit as a result of Host Inc.’s special dividend in 2009, 90% of which was paid in shares of Host Inc. common stock. This adjustment was made to avoid any unintended dilution to the OP unitholders as a result of the portion of Host Inc.’s 2009 special dividend paid in common stock to its stockholders.

Investors should take into account the 1.6%1.3% non-controlling position of Host L.P. OP units when analyzing dividend payments by Host Inc. to its stockholders, as these holders of OP units share, on a pro rata basis, in amounts being distributed by Host L.P. to holders of its corresponding OP units. For example, if Host Inc. paid a $1 per share dividend on its common stock, it would be based on the payment of a $1.021494 per common unit distribution by Host L.P. to Host Inc., as well as to the other common OP unitholders.

During 2013, Host Inc. reinstated its quarterly common dividend payment and paid a $0.01’s Board of Directors declared dividends of $0.46 per share dividend with respect to its common stock beginning(beginning in the first quarter at $0.10 per share and increasing by $0.01 per share each quarter thereafter) on Host Inc.’s common stock. Accordingly, Host L.P. made a distribution of 2010.$0.4698872 per unit on its common OP units. Host Inc.’s policy on common dividends generally is generally to distribute, over time, 100% of its taxable income and to payincome. On February 18, 2014, the Board of Directors authorized a regular quarterly cash dividend of at least $0.01$0.14 per share per quarter even if we do not generate taxable income. Host Inc. intendson its common stock. The dividend will be paid on April 15, 2014 to declare a dividendstockholders of $0.02 per share in the first quarter of 2011.record on March 31, 2014. The amount of any future dividend will be determined by Host Inc.’s Board of Directors.

During 2010, Host Inc.’s Board of Directors declared dividends of $0.04 per share ($0.01 per share for each quarter) on Host Inc.’s common stock. Accordingly, Host L.P. made a distribution of $0.04085976 per unit on its common OP units.

 

Off-Balance Sheet Arrangements and Contractual Obligations

Off-Balance Sheet Arrangements. We are party to various transactions, agreements or other contractual arrangements with unconsolidated entities (which we refer to as “off-balance sheet arrangements”) under, pursuant to which we have certain contingent liabilitiesliabilities and guarantees. As of December 31, 2010,2013, we are party to the following material off-balance sheet arrangements:

European Joint Venture. In March 2006, we formedThe Euro JV consists of two separate funds, with our partners being APG Strategic Real Estate Pool NV, an affiliate of a joint venture, HHR Euro CV, to acquire hotels in Europe.Dutch Pension Fund, and Jasmine Hotels Pte Ltd, an affiliate of the real estate investment company of the Government of Singapore Investment Corporation Pte Ltd (“GIC RE”). We serve as the general partner for the European joint venture and have a 32.1% ownership interest (including ourcombined general and limited partner interests).interest of 32.1% of Euro JV Fund I and 33.4% of Euro JV Fund II. Due to the ownership structure and unilateral rightsubstantive participating rights of the non-Host limited partners, to causeincluding approval over financing, acquisitions and dispositions, and annual operating and capital expenditures budgets, the dissolution and liquidation of the European joint venture at any time, itEuro JV is not consolidated in our financial statements. Our investment balance at December 31, 2010 in the joint venture is approximately €98 million ($135 million). The initial term of the European joint venture is ten years (ending in 2016), subject to two one-year extensions with partner approval.

As of December 31, 2010,2013, the aggregate sizetotal assets of the European joint venture wasEuro JV are approximately €1.1€1.9 billion ($1.42.6 billion), including total.

67


Our investment and partners’ funding as of December 31, 2013 is as follows:

 

 

Host’s Net Investment

 

 

Total Partner Funding

 

 

 

Euros

(in millions)

 

 

US$

(in millions)

 

 

Euros

(in millions)

 

 

% of Total Commitment

 

Euro JV Fund I

146

 

$

201

 

631

 

 

91%

 

Euro JV Fund II

 

125

 

 

173

 

 

369

 

 

82%

 

Euro JV

271

 

$

374

 

1,000

 

 

 

 

The partners expect to utilize the remaining commitment for Euro JV Fund I for capital contributions of approximately €445 million ($597 million), of which a total of approximately €144 million ($193 million) was primarily from our contribution of cashexpenditures and financing needs. During 2013, the Sheraton Warsaw Hotel & Towers. Under the joint venture’s partnership agreement, the aggregate size can increase to approximately €540 million of equity (of which approximately €170 million would be contributed by Host L.P.) and, once all funds have been invested, and including debt, would represent approximately €1.5 billion of assets.

During 2010, theEuro JV partners amended and restated the agreement. The amendments were (i) to extend the commitment period during which the European joint venture may make additional equity investments from May 2010 to May 2013, (ii) to reflectexecuted an internal restructuring of one of our joint venture partners, and (iii) to reflect changes as a resultamendment of the acquisition of the equity interests of subsidiaries previously owned by a separate TRS joint venture with the same partners, which subsidiaries currently lease, as tenant, five of the hotels owned by the European joint venture. After theEuro JV partnership agreement was amended, the separate TRS joint venture was dissolved.

The partners are currently negotiating the terms of an expansion to the European joint venture, which would extend the term for another ten years and involve the commitment of €450 million of new equity through the establishment of a fund of funds. While the terms and structure of the expansion have not been finalized, it is anticipated that each of the current partners in the joint venture, including Host, would own 33.3% of a new sub fund as limited partners, and a Host entity would own the remaining 0.1% as the general partner. We would anticipate transferring our leasehold interest in Le Méridien Piccadilly to the joint venture as part of the expansion. The negotiations for the expansion of the European joint venture are ongoing and there can be no assurances that the terms, if completed, will not differ materially from those outlined above.

The European joint venture has €706 million of mortgage debt, none of which is recourse to us. In 2010, we negotiated agreements with the lenders of a significant portion of this debt in order to cure actual or potential covenant defaults, cash sweeps or non-payment defaults. Duringprovide the second quarter 2010, the European joint venture completed an agreementfunds necessary for a €95 million principal reduction associated with the lender holding mortgages totaling €70.5 million on its portfolioextension of three hotels located in Brussels, under which the lender waived all breaches of financial covenants. Additionally, during the third quarter 2010, the European joint venture negotiated an agreement with the lenders ofa mortgage loans totaling €342 million due in 2013 to amend the loans’ financial covenants for two years in exchange for a deposit of approximately €10 million in escrow to fund debt service or, in certain cases, capital expenditures and commitments to fund planned incremental capital expenditures. These loans areloan secured by a portfolio of six properties, as well as to provide funds for general joint venture purposes and to extend the commitment period of Euro JV Fund I to December 2015. The Euro JV partners executed an additional amendment of the Euro JV partnership agreement in order to extend the commitment period of Euro JV Fund II by one year to June 2014 through the exercise of the extension option. As asset manager of the Euro JV funds, we earn an asset management fee based on the amount of equity commitments and equity invested, which in 2013, 2012 and 2011 were approximately $15 million, $13 million and $11 million, respectively.

The following table sets forth operating statistics for the Euro JV comparable hotels locatedas of December 31, 2013 and 2012:

 

 

 

Comparable Euro JV Hotels in Constant Euros (1)

 

 

 

 

 

 

 

 

 

 

Change

 

 

 

 

2013

 

 

2012

 

 

2012 to 2013

 

Average room rate

 

192.70

 

192.67

 

 

%

Average occupancy

 

 

77.0

%

 

75.6

%

 

1.4 pts.

 

RevPAR

 

148.45

 

145.75

 

 

1.9

%

(1)

The presentation above includes the operating performance for the 12 properties consisting of 3,547 rooms in the joint venture with comparable results. The table excludes the five hotels acquired in 2012 as the joint venture did not own the hotels for the entirety of 2012 and the Sheraton Stockholm hotel, as it was acquired in 2013. The table also excludes one hotel that was under extensive renovations in 2012. See “-Comparable Hotel Operating Statistics.”

The operating statistics of the hotels are presented in Spain, Italy,constant Euros, the functional currency of the Euro JV, in order to present the results of the hotels without the effects of foreign currency exchange rates. The functional currency of the hotels owned in the United Kingdom and Poland are the British pound sterling and the Polish zloty, respectively. For the year ended December 31, 2013, RevPAR in constant Euros for the Euro JV increased 1.9% for our comparable hotels, as average occupancy increased 140 basis points, and average room rate was flat. The Euro JV hotels in Belgium, The Netherlands and Italy experienced strong increases in RevPAR, as the Euro Zone saw modest improvements in economic growth and these hotels benefited from increased demand. The majority of the portfolio, especially the Euro JV’s hotels in the United Kingdom. TheseKingdom and Warsaw, was affected negatively by a decline in average room rates, due to a shift in demand to lower-rated discount transient and contract group segments.

For 2013, 2012 and 2011 our portion of the earnings (losses) of the Euro JV were $(12) million, $4 million and $4 million, respectively, and are included in equity in earnings (losses) of affiliates on our statements of operations. The loss in 2013 includes our portion of a €33 million ($46 million) impairment expense related to the Sheraton Roma Hotel & Conference Center. The Euro JV assesses impairment of real estate properties based on whether estimated undiscounted future cash flows from each individual property are less than its carrying value. If a property is impaired, an expense is recorded for the difference between the fair value and the net carrying value of the hotel. We also reviewed our investment in the Euro JV for other-than-temporary impairment and determined that no additional impairment expense was considered necessary.

Cash flows from operating activities of the Euro JV were €36 million, €35 million and €14 million for 2013, 2012 and 2011, respectively. To date, the Euro JV has not made distributions to its partners, and has instead used cash flows from operations, along with contributions from the partners, to invest in capital expenditures projects and to fund other investments. During 2013, 2012 and 2011, the Euro JV invested approximately €32 million, €29 million and €27 million, respectively, in capital expenditures projects. The Euro JV expects to spend between €30 million and €35 million on capital expenditures in 2014, none of which capital expenditures are expected to require additional partner contributions.  

On August 29, 2013, Euro JV Fund II acquired the 465-room Sheraton Stockholm Hotel, Sweden, for approximately €102 million ($135 million). In connection with the acquisition, the Euro JV entered into a €61 million ($81 million) mortgage loans areloan with an interest rate of 5.67% that matures in 2018. We contributed approximately €14 million ($19 million) to the Euro JV in connection with this acquisition, funded through a draw on our credit facility.    

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On October 22, 2013, Euro JV Fund II sold the Courtyard Paris La Defense West – Colombes for €19 million ($26 million) plus certain customary closing adjustments and recognized a gain of approximately €1.7 million ($2.3 million). In connection with the sale, the Euro JV repaid the associated €10.4 million ($14.4 million) mortgage.    

The Euro JV has €989 million ($1,363 million) of mortgage debt, all of which is non-recourse to us and aus. A default under these loansof the Euro JV mortgage debt does not trigger a default under any of our debt. On June 20, 2013, the Euro JV refinanced a mortgage loan secured by six properties through a €95 million ($126 million) principal reduction extending the maturity date to 2016, with a one year extension option subject to meeting certain conditions. The loan has a fixed and floating rate component with an initial interest rate of 4.5%. In connection with the refinancing, the joint venture reduced the outstanding principal amount of the mortgage loan to €242 million ($320 million). We funded our portion of the principal reduction, as well as certain closing costs and other funding requirements, through a €37 million ($48 million) draw on our credit facility. Additionally, during the year, the Euro JV extended its loan secured by the Crowne Plaza Hotel Amsterdam City Centre by two years, through its extension options, to 2015 and issued a new €17 million ($23 million) mortgage loan secured by the Le Méridien Grand Hotel Nuremberg that bears interest at three-month EURIBOR plus 275 bps and matures in 2016. A €70 million ($96 million) loan secured by three properties in Brussels matures in 2014. The Euro JV is in talks with lenders to refinance this loan, although no assurances can be made that it will be successful in refinancing this debt.  

The following presents our portion of the Euro JV debt maturities as of December 31, 2013:  

We have entered into fourfive foreign currency forward purchasesale contracts in order to hedge the foreign currency exposure resulting from the eventual repatriation of our net investment.investment in the Euro JV. The forward purchases will occur between May 2014 and January 2016. We have hedged €80 million€194 million (approximately $114$265 million) of our investment through these contracts and the forward purchase will occur between August 2011 and October 2014. During 2010 and 2009, we recorded approximately $5 million and $(4) million, respectively, related to the changedesignated draws under our credit facility in the fair value of the forward purchase contracts. The current value of the forward contracts of $7 million is included in accumulated other comprehensive income in the accompanying balance sheet. The derivatives are considered a hedge of the foreign currency exposure of a net investment in a foreign operation, and, in accordance with applicable hedge accounting guidance, are marked-to-market with changes in fair value recorded to accumulated other comprehensive income within Host Inc.’s stockholders’ equity portion and Host L.P.’s partners’ capital portion of their balance sheets.Euros. For additional detail on the foreign currency forward purchasesale contracts and our exposure to changes in foreign currency exchange rates, see “ItemPart II Item 7A. “—Quantitative and Qualitative Disclosures about Market Risk.”

AsianAsia/Pacific Joint Venture. On March 25, 2008, we entered into a joint venture, structured as a Singapore Corporation, to explore investment opportunities in various markets throughout Asia, including China, Japan, India, Vietnam and Australia. We ownhave a 25% interest in the Asian joint venture.Asia/Pacific JV with RECO Hotels JV Private Limited, an affiliate of GIC RE. The initial term of the Asian joint venture is forAsia/Pacific JV may be terminated after a period of seven years.years, which occurs in March of 2015. Due to the ownership structure and the substantive participating rights of the Asian joint venture,non-Host limited partner, including approval over financing, acquisitions and our partner’s rights to cause its dissolutiondispositions, and liquidation at any time, itannual operating and capital expenditure budgets, the Asia/Pacific JV is not consolidated in our financial statements. On July 20, 2010,The commitment period for equity contributions to the AsianAsia/Pacific JV expired in March 2012. We did not extend the commitment period beyond the expiration date; however, as we continue to invest in Asia, we may offer GIC RE opportunities to participate in certain acquisitions through the existing joint venture reachedor through a new joint venture.

As of December 31, 2013, the Asia/Pacific JV owns one hotel in Australia and the partners have invested approximately $73 million (of which our share was $18 million) in a separate joint venture agreementin India with Accor S. A.S.A. and InterGlobe Enterprises Limited, to developin which the Asia/Pacific JV holds a 36% interest. This joint venture is developing seven properties in India, totaling approximately 1,750 rooms, two of which opened in three major citiesBangalore in India: Bangalore,2012 and five of which are under various stages of development in Chennai and Delhi. The Asian joint venture will invest approximately $50 million to acquire approximately 36% of the interest in the India joint venture. The propertieshotels will be managed by Accor under the Pullman, ibis and Novotel brands.

Maui Joint Venture. We have a 67% ownership in a joint venture with an affiliate of Hyatt Residential Group (the “Maui JV”) to develop, sell and ibis brands. Developmentoperate a 131-unit vacation ownership project in Maui, Hawaii adjacent to our Hyatt Regency Maui Resort & Spa.

69


Our ownership is a non-controlling interest as a result of the propertiessignificant economic rights held by the Hyatt member, who also is underway,the managing member. The total estimated development costs are $200 million, which we expect will be funded with a $110 million construction loan, which is jointly and severally guaranteed by both partners, and member contributions. As of December 31, 2013, $50.5 million was drawn on the first hotel,construction loan. We anticipate that Host’s investment in the ibis Bangalore,Maui JV will be approximately $60 million, which as of December 31, 2013 includes contributions of land valued at $36 million, $8 million in pre-formation expenditures and additional capital contributions of $3 million. As of December 31, 2013, the book value of our investment in the Maui JV is $16 million. The project is expected to open in late 2014.

Hyatt Place Joint Venture. On November 12, 2013, we opened the second quarter255-room Hyatt Place Nashville Downtown in Tennessee, which was developed for $43 million through a joint venture, in which we are a 50% partner, with White Lodging Services. The joint venture has a $34.8 million construction loan for this project, and as of 2011.December 31, 2013, $23.6 million was drawn on this facility. Along with White Lodging Services, we have jointly and severally guaranteed the payment of the loan. We invested approximately $6 million for our investment in the joint venture. Due to the significant control rights of our partner, we do not consolidate the joint venture in our financial statements.

Hospitality Properties Trust Relationship. During 2010, we owned leasehold interests in 53 Courtyard by Marriott properties and 18 Residence Inn by Marriott properties, which hotels were sold to HPT and leased back to us in 1995 and 1996. In conjunction with our conversion to a REIT we entered into subleases for these 71 properties with a third party. In late June 2010, HPT sent notices of default because the subtenants failed to meet certain net worth covenants, which would have triggered an event of default by us under the master leases between us and HPT. As a result, we terminated the subleases effective July 6, 2010 and resumed acting as owner under the management agreements. The subtenants remain obligated to us for outstanding rent payments to the extent that operating cash generated by the hotels is less than rent that would have been paid under the terminated subleases, although they have not funded this obligation since the termination of the subleases.

Effective upon termination of the subleases, we recorded the operations of the hotels rather than rental income for the remaining portion of 2010. As a result, we recorded $123 million of hotel revenues for the 71 properties, as well as $44 million of rental income earned prior to the termination of the subleases in 2010, which are included in other revenues on the consolidated statements of operations. Additionally, we recorded $96 million of hotel expenses related to the 71 properties, as well as $84 million of rental expense due to HPT in 2010, which are included in other property-level expenses on the consolidated statements of operations. The property revenues and rental income recorded, less the hotel expenses and rental expenses, resulted in a loss of approximately $13 million and $1 million in 2010 and 2009, respectively, and a gain of $4 million in 2008.

We terminated the master lease on the 18 Residence Inn properties in accordance with its terms effective December 31, 2010, at which time HPT paid us $17.2 million of deferred proceeds related to the initial sale of these properties and additional amounts held in a tenant collection account. On November 23, 2010, we gave notice that we will not extend the term of the master lease on the 53 Courtyard by Marriott properties, which will result in the termination and expiration of that lease on December 31, 2012. At the expiration of that master lease, HPT is obligated to pay us deferred proceeds related to the initial sale of the 53 Courtyard properties of approximately $51 million, subject to damages arising out of an event of default, if any, under the master lease, plus additional amounts held in a tenant collection account.

Tax Sharing Arrangements. Under tax sharing agreements with former affiliated companies (such as Marriott International, Inc., HMS Host and Barceló Crestline Corporation), we are obligated to pay certain taxes (federal, state, locallocal and foreign, including any related interest and penalties) relating to periods in which the companies were affiliated with us. For example, a taxing authority could adjust an item deducted by a former affiliate during the period that this former affiliate was owned by us. This adjustment could produce a tax liability that we may be obligated to pay under the tax sharing agreement. Additionally, under the partnership agreement between Host Inc. and Host L.P., Host L.P. is obligated to pay certain taxes (federal, state, local and foreign, including any related interest and penalties) incurred by Host Inc., as well as any liabilities the IRS may successfully assert against Host Inc. We do not expect any amounts paid under thethese tax sharing arrangements to be material.

Tax Indemnification Agreements. For reasons relating to As a result of certain federal and state income tax considerations of the former and current owners of threetwo hotels currently owned by Host L.P., we have agreed to restrictions on selling thesuch hotels, or repaying or refinancingrefinancing the mortgage debt, for varying periods depending on the hotel. Twoperiods. One of these agreements expiredexpires in 2010 and were not renewed2028 and the third will expireother in 2028.2031.

Guarantees. We have entered into certain guarantees, which consist of commitments we have made to third parties for leases or debt, that are not recorded on our books due to various dispositions, spin-offs and contractual arrangements, but that we have agreed to pay in the event of certain circumstances, including default by an unrelated party. We consider the likelihood of any material payments under these guarantees to be remote. The largest guarantees (by dollar amount) are listed below:

We remain contingently liable for rental payments on certain divested non-lodging properties. These primarily represent certain restaurants that were sold subject to our guarantee of the future rental payments. The aggregate amount of these future rental payments is approximately $17 million as of December 31, 2013.

In 1997, we owned Leisure Park Venture Limited Partnership, which currently owns and operates a senior living facility. We no longer have an ownership interest in the partnership, but remain obligated under a guarantee of interest and principal with respect to $14.7 million of municipal bonds issued by the New Jersey Economic Development Authority through their maturity in 2027. However, to the extent that we are required to make any payments under the guarantee, we have been indemnified by Barceló Crestline Corporation, who, in turn, is indemnified by the current owner of the facility.

In connection with the sale of two hotels in January 2005, we remain contingently liable for the amounts due under the respective ground leases. The future minimum lease payments are approximately $12 million through the full term of the leases, including renewal options. We believe that the likelihood of any liability arising related to these ground leases is remote and, in each case, we have been indemnified by the purchaser of the hotel.

Guarantees and environmental liabilities that are recorded on our consolidated balance sheet include:

In connection with the sale of the Atlanta Marriott Marquis in January 2013, we retained $5 million of contingent liabilities related to potential environmental liabilities.

In connection with the sale of The Ritz-Carlton, San Francisco in June 2013, we recorded a deferred gain of approximately $11 million, the recognition of which is subject to performance guarantees through which we have guaranteed certain annual net operating profit levels for the hotel through 2016, with a maximum payment of $4 million per year, not to exceed $11 million in total.

We remain contingently liable for rental payments on certain divested non-lodging properties. These primarily represent certain divested restaurants that were sold subject to our guarantee of the future rental payments. The aggregate amount of these future rental payments is approximately $18 million as of December 31, 2010.70


 

In 1997, we owned Leisure Park Venture Limited Partnership, which owns and operates a senior living facility. We no longer have an ownership interest in the partnership, but we remain obligated under a guarantee of interest and principal with regard to $14.7 million of municipal bonds issued by the New Jersey Economic Development Authority through their maturity in 2027. However, to the extent we are required to make any payments under the guarantee, we have been indemnified by Barceló Crestline Corporation, who, in turn, is indemnified by the current owner of the facility.

In connection with the sale of two hotels in January 2005, we remain contingently liable for the amounts due under the respective ground leases. The future minimum lease payments are approximately $13 million through the full term of the leases, including renewal options. We believe that any liability related to these ground leases is remote, and in each case, we have been indemnified by the purchaser of the hotel.

Information on other guarantees and other off-balance sheet arrangements may be found in Note 17 to our consolidated financial statements.

Contractual Obligations. The table below summarizes our obligations for principal and estimated interest payments on our debt, future minimum lease payments on our operating and capital leases,leases, projected capital expenditures and other long-term liabilities, each as of December 31, 20102013 (in millions):

 

 

Payments due by period

 

  Payments due by period 

 

 

 

 

 

Less than

 

 

 

 

 

 

 

 

 

 

More than

 

  Total   Less than
1 year
   1 to 3 years   3 to 5 years   More than
5 years
 

 

Total

 

 

1 year

 

 

1 to 3 years

 

 

3 to 5 years

 

 

5 years

 

Long-term debt obligations(1)

  $6,947    $532    $1,799    $2,747    $1,869  

Long-term debt obligations (1)

 

$

5,780

 

 

$

548

 

 

$

1,631

 

 

$

828

 

 

$

2,773

 

Capital lease obligations

   159     3     5     4     147  

 

 

2

 

 

 

1

 

 

 

1

 

 

 

 

 

 

 

Operating lease obligations

   1,332     109     138     63     1,022  

 

 

1,804

 

 

 

45

 

 

 

85

 

 

 

83

 

 

 

1,591

 

Purchase obligations(2)

   397     327     70     —       —    

Other long-term liabilities reflected on the balance sheet(3)

   15     —       5     —       10  
                    

Purchase obligations (2)

 

 

403

 

 

 

359

 

 

 

44

 

 

 

 

 

 

 

Other long-term liabilities reflected on the balance sheet (3)

 

 

14

 

 

 

 

 

 

4

 

 

 

 

 

 

10

 

Total

  $8,850    $971    $2,017    $2,814    $3,048  

 

$

8,003

 

 

$

953

 

 

$

1,765

 

 

$

911

 

 

$

4,374

 

                    

 

(1)

The amounts shown include amortization of principal, debt maturities and estimated interest payments. Interest payments have been included in the long-term debt obligationsthis category based on the weighted average interest rate.

(2)

Our only purchase obligations consist of commitments for capital expenditures at our hotels. Under our contracts, we have the ability to defer some of these expenditures into later years.

(3)

The amounts shown include deferred management fees and the estimated amount of tax expense. Under terms of our management agreements, we have deferred payment of management fees to our hotel managers for some of our properties that have not achieved the required income thresholds for payment of owner’s priority to us. The timing of the payments, if any, is based on future operations, the termination of the management agreement or the sale of the hotel, and is, therefore, not determinable. The estimated amount of tax expense relates to uncertain tax liabilities from prior years.

Critical Accounting Policies

Our consolidated financial statements have been prepared in conformity with GAAP, which requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of our financial statements and the reported amounts of revenues and expenses during the reporting period. While we do not believe the reported amounts would be materially different, application of these policies involves the exercise of judgment and the use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates. We evaluate our estimates and judgments, including those related to the impairment of long-lived assets, on an ongoing basis. We base our estimates on experience and on various other assumptions that are believed to be reasonable under the circumstances. All of our significant accounting policies are disclosed in the notes to our consolidated financial statements. The following represent certain critical accounting policies that require us to exercise our business judgment or make significant estimates.

Purchase Price Allocations to Hotels Acquired in a Business Combination. Investments We record our investments in hotel properties are statedbased on the fair value of the assets acquired and liabilities assumed at acquisition cost and allocated to land, property and equipment, identifiable intangible assets, other assets and assumed debt and other liabilities at fair value. Any remaining unallocated investment would be treated as goodwill.date. Property and equipment are recorded at fair value and allocated to buildings, improvements, furniture, fixtures and equipment using appraisals and valuations performed by management and independent third parties. Fair values are based on the exit price (i.e. the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date). We evaluate several factors, including market data for similar assets, expected cash flows discounted at risk adjusted rates and replacement cost for the assets to determine an appropriate exit cost when evaluating the fair value of our assets.

Other items that we evaluate in a business combination include identifiable intangible assets, capital lease assets and obligations and goodwill. Identifiable intangible assets typically are typically assumed contracts, including ground and retail leases and management and franchise agreements, which are recorded at fair value, although no value is generally allocated to contracts which are at market terms.value. Above-market and below-market contract values are

based on the present value of the difference between contractual amounts to be paid pursuant to the contracts acquiredacquired and our estimate of the fair value of contract rates for corresponding contracts measured over the period equal to the remaining non-cancelable term of the contract. Intangible assets are amortized using the straight-line method over the remaining non-cancelable term of the related agreements. Capital lease obligations that are assumed as a part of the acquisition of a leasehold interest are measured at fair valuedvalue and included as debt on the accompanying balance sheet and we will record the corresponding right-to-use assets. Classification of a lease does not change if it is part of a business combination. In making estimates of fair values for purposes of allocating purchase price, we may utilize a number of sources that may be obtained in connection with the acquisition or financing of a property and other market data, including third-party appraisals and valuations. In certain situations, a deferred tax liability ismay be created due to the difference between the fair value and the tax basis of the asset at the acquisition date, which alsodate. Any consideration paid in excess of the net fair value of the identifiable assets and liabilities acquired would be recorded to goodwill. In very limited circumstances, we may result inrecord a goodwill asset being recorded. The goodwill thatbargain purchase gain if the consideration paid is recorded as a resultless than the net fair value of this difference is not subject to amortization.the assets and liabilities acquired. Furthermore, acquisition-related costs, such as due diligence, legal and accounting fees, are not capitalized or applied in determining the fair value of the acquired assets.

71


Impairment Testing.We analyze our assets for impairment throughout the year when events or circumstances occur that indicate that the carrying values thereof may not be recoverable. We consider a property to be impaired when the sum of future undiscounted cash flows over our remaining estimated holding period is less than the carrying value of the asset. For impaired assets, we record an impairment charge equal to the excess of the property’s carrying value over its fair value. To the extent that a property has a substantial remaining estimated useful life and management does not believe that it is more likely than not the property will be disposed of prior to the end of its useful life, it would be unusual for undiscounted cash flows to be insufficient to recover the property’s carrying value. In the absence of other factors, we assume that the estimated life is equal to the GAAP depreciable life because of the continuous property maintenance and improvement capital expenditures required under our management agreements. We adjust our assumptions with respect to the remaining useful life of the property if situations dictate otherwise, such as an expiring ground lease, or that it is more likely than not that the asset will be sold prior to its previously expected useful life. We also consider the effect of regular renewal and replacement capital expenditures on the estimableestimated life of our properties, including critical infrastructure, which regularly is regularly maintained and then replaced at the end of its useful life.

We test for impairment in several situations, including when a property has a current or projected loss from operations, when it becomes more likely than not that a hotel will be sold before the end of its previously estimated useful life, or when other events, trends,trends, contingencies or changes in circumstances indicate that a triggering event has occurred and an asset’sthe carrying value of an asset may not be recoverable. In the evaluation of the impairment of our assets, we make many assumptions and estimates, including:

projected cash flows, both from operations and the eventual disposition;

projected cash flows, both from operations and the eventual disposition;

expected useful life and holding period;

future required capital expenditures; and

fair values, including consideration of capitalization rates, discount rates and comparable selling prices.

expected useful life and holding period;

future required capital expenditures; and

fair values, including consideration of capitalization rates, discount rates and comparable selling prices.

While we consider all of the above indicators as a preliminary indicatorindicators to determine if the carrying value may not be recovered by undiscounted cash flows, we reviewed the actual year-to-date and the projected cash flows from operations in order to identify properties with actual or projected annual operating losses or minimal operating profit as of December 31, 2010.2013. The projected cash flows are prepared by our third-party managers and consider items such as booking pace, occupancy, room rate and property-level operating costs. We review the projections and may adjust them as we deem appropriate. As a result of our review, we identified sevenfive properties that required further consideration of property and market specific conditions or factors to determine if the property was impaired using an undiscounted cash flow analysis. Management considered a range of RevPAR and operating margins compared to prior years’ operating results in evaluating the probability-weighted projected cash flows from operations. The operating results of our portfolio were significantly affected by the recessionary climate in 2009 and the first half of 2010. To appropriately evaluate if the assets carrying value of the assets was recoverable, we projected a growth ratecash flows such that the individual properties would return to normalized levels of operations generally within five years and thereafter grow at a stabilized rate of approximately 3% over the remaining estimableestimated lives of the properties. This stabilized growth rate is lower than the historicalprojected growth rate for the entire industryurban upper upscale properties, which we believe is most representative of our portfolio, over the period from 19972013 through 2007.2023. Based on this test, notesting, four of the properties identified did not require further analysis. Based on additional testing, one property exhibited an impaired value at December 31, 2010. For purposes of this test, if we had assumed a growth rate of 0% after the return to normalized level of operations one of the seven properties identified above would have required further analysis.2013. Management believes its assumptions and estimates reflect current market conditions.

We recognized impairment expense in the aggregate amount of $1 million and $60 million for 2013 and 2012, respectively, based on a change in their estimated hold periods.

Other-than-Temporary Impairment of an Investment. We review our equity method investments for other-than-temporary impairment based on the occurrence of any triggeringtriggering events that would indicate that the carrying amount of the investment exceeds its fair value on an other-than-temporary basis. Triggering events can include a decline in distributable cash flows from the investment, a change in the expected hold period or other significant events which would decrease the value of the investment. Our investments primarily consist of joint ventures which own hotel properties; therefore, we generally will generally have few observable inputs and will determine the fair value based on a discounted cash flow analysis of the investment, as well as considering the impact of other elements (i.e. control premiums, etc.). We use certain inputs, such as available third-party appraisals and forecast net operating income for the hotel properties, to estimate the expected cash flows. If an equity method investment is impaired, a loss is recorded for the difference between theits fair value and theits carrying value of the investment.value. Based on this test, no other-than-temporary impairment was recorded in 2013.

Classification of Assets as “Held for Sale”.Sale.” Our policy for the classification of a hotel as held for sale is intended to ensure that the sale of the asset is probable prior to classifying it as such, will be completed within one year and that actions required to complete the sale are unlikely to change or that it is unlikely the planned sale will be withdrawn.not occur. This policy is consistent with our experience with real estate transactions under which the timing and final terms of a sale are frequently not known until purchase agreements are executed, the buyer has a significant deposit at risk and no financing contingencies exist which could prevent the transaction from being completed in a timely manner. Specifically, we typically will typically classify properties that we actively are actively marketing as held for sale when all of the following conditions are met:

Host Inc.’s Board of Directors has approved the sale (to the extent that the dollar amount of the sale requires Board approval);

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Host Inc.’s Board of Directors has approved the sale (to the extent the dollar amount of the sale requires Board approval);


 

a binding agreement to purchase the property has been signed;

a binding agreement to sell the property has been signed;

the buyer has committed a significant amount of non-refundable cash; and

the buyer has committed a significant amount of non-refundable cash; and

no significant contingencies exist which could prevent the transaction from being completed in a timely manner.

no significant contingencies exist which could prevent the transaction from being completed in a timely manner.

To the extent that a property is classified as held for sale and its fair value less selling costs is lower than the net book value of the property, we will record an impairment loss.expense.

Depreciation and Amortization Expense. Depreciation expense is based on the estimated useful life of our assets and amortizationamortization expense for leasehold improvements is based on the shorter of the lease term or the estimated useful life of the related assets. The lives of the assets are based on a number of assumptions, including cost and timing of capital expenditures to maintain and refurbish the assets, as well as specific market and economic conditions. While management believes its estimates are reasonable, a change in the estimated lives could affect depreciation expense and net income (loss) or the gain or loss on the sale of any of our hotels.

Valuation of Deferred Tax Assets. We have approximately $117$113 million, net of a valuation allowance of $44$61 million, of net deferred tax assets as of December 31, 2010.2013. The objective of financial accounting and reporting standards for income taxes is to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in a company’s financial statements or tax returns. We have considered various factors, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies in determining a valuation allowance for our deferred tax assets, and we believe that it is more likely than not that we will be able to realize the $117$113 million of net deferred tax assets in the future. When a determination is made that all, or a portion, of the deferred tax assets may not be realized, an increase in income tax expense wouldwill be recorded in that period.

Valuation of Derivative Contracts. We occasionally will occasionally enter into derivative products, including interest rate and foreign currency swaps, caps and collars. Derivative instruments are subject to fair value reporting at each reportingreporting date and the increase or decrease in fair value is recorded in net income (loss) or accumulated other comprehensive income (loss), based on the applicable hedge accounting guidance. We estimate the fair value of these instruments through the use of third party valuations, which utilize the market standard methodology of netting the

discounted future cash receipts and the discounted future expected cash payments. We incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees. The variable cash flow streams are based on an expectation of future interest and exchange rates derived from observed market interest and exchange rate curves. The values of these instruments will change over time as cash receipts and payments are made and as market conditions change. Any event that impacts the level of actual and expected future interest or exchange rates will impact our valuations. The fair value of our derivatives is likely towill fluctuate from year-to-year based on changing levels of interest and exchange rates and shortening terms to maturity.

Stock Compensation. We recognize costs resulting from Host Inc.’s share-based payment transactions over their vesting periods.periods. We classify share-based payment awards granted in exchange for employee services either as either equity awards or liability awards. The classification of Host Inc.’s restricted stock awards either as either an equity award or a liability award is based upon cash settlement options. Equity classified awards are measured based on the fair value on the date of grant. Liability classified awards are remeasured to fair value each reporting period. These awards wereAwards are classified as liability awards due to the extent that settlement features that allow the recipient to have a percentage of the restricted stock awards withheld to meet tax withholding requirements. The value of these restricted stock awards, less estimated forfeitures, is recognized over the period during which an employee is required to provide serviceservices in exchange for the award – the requisite service period (usually the vesting period). No compensation cost is recognized for awards for which employees do not render the requisite service.services.

During 2009, Host Inc. implemented an employee stockOn January 20, 2012, the Compensation Policy Committee of the Board of Directors adopted a new annual compensation plan for our senior management (the “Annual Plan”), that includedreplaces the expired three-year plan (2009-2011) 2009 compensation program. The key components of the Annual Plan include the following awards:

Restricted stock awards with vesting based on market conditions. These awards vest based on the total shareholder return (“TSR”) relative to (i) the NAREIT Index, (ii) the S&P Index, and (iii) a Selected Lodging Company Index that serves as a relevant industry/asset specific measurement to our competitors. U.S. based senior management may elect to have amounts withheld for taxes in excess of minimum statutory tax requirements, and, as result, TSR awards granted to these employees are classified as liability awards and are remeasured to fair value each reporting period. In contrast, senior management located outside of the U.S. are limited as to the amount of shares they may use for statutory tax requirements, and, as result, TSR awards granted to these employees are classified as equity awards and are recorded at fair value as of the grant date. The valuation of these awards is a custom calculation that is based on common valuation techniques such as the lattice,

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Binomial and Black-Scholes valuation methodologies. The utilization of this model requires us to make certain estimates related to the volatility of the share price of Host Inc.’s common stock, risk-free interest rates, actual TSR from the beginning of the performance period through the measurement date, and Host Inc.’s stock beta as compared to the average risk of the peer groups.

Restricted stock awards with vesting based on performance conditions. These awards are earned based on achieving a specified performance target, which will be based on the employee’s and the company’s specific management business objectives for the performance year. Compensation cost will be recognized when the achievement of the performance condition is considered probable. If a performance condition has more than one outcome that is probable, recognition of compensation cost will be based on the condition that is the most likely outcome. For U.S. based senior management, these awards are classified as liability awards due to their cash settlement provisions. Therefore, the value of the shares to be issued by Host Inc. will be based on Host Inc.’s share price on the reporting date.

Stock option awards. The stock option awards are equity classified awards, as they do not include cash settlement features. Therefore, the value of the award is determined on the grant date using a binomial pricing model and is not adjusted for future changes in fair value. Vesting for these awards is based on service conditions. The utilization of the binomial model requires us to make certain estimates related to the volatility of the share price of our common stock, risk-free interest rates and the amount of our awards expected to be forfeited, and our expected dividend yield.

Restricted stock awards with vesting based on market conditions. These awards vest based on the total shareholder return relative to other REITs and lodging companies. They are classified as liability awards due to their cash settlement features and are remeasured to fair value each reporting period. We utilize a simulation, or Monte Carlo model, to determine the fair value of Host Inc.’s restricted stock awards with vesting based on market conditions. The utilization of this model requires us to make certain estimates related to the volatility of the share price of Host Inc.’s common stock, risk-free interest rates, the risk profile of our common shares compared to our peer group and the amount of Host Inc.’s awards expected to be forfeited.

Restricted stock awards with vesting based on performance conditions.These awards are earned based on the employee achieving a specified performance target, which will be based on the employee’s specific management business objectives. Compensation cost will be recognized when the achievement of the performance condition is considered probable of achievement. If a performance condition has more than one outcome that is probable of achievement, recognition of compensation cost will be based on the condition that is the most likely outcome. These awards classified as liability awards due to their cash settlement provisions. Therefore, the value of the shares to be issued by Host Inc. will be based on Host Inc.’s share price on the reporting date.

Stock option awards. The stock option awards are equity classified awards, as they do not include cash settlement features. Therefore, the value of the award is determined on the grant date using a binomial pricing model and is not adjusted for future changes in the fair value. Vesting for these awards is based on service conditions. The utilization of the binomial model requires us to make certain estimates related to the volatility of the share price of our common stock, risk-free interest rates and the amount of our awards expected to be forfeited.

Other awards. During 2009,On February 6, 2013, Host Inc. granted senior management 1.7 million restricted shares for performance year 2013 (which amount represents the maximum number of shares that can be earned during the year if performance is at the “high” level of achievement). Vesting of these shares is subject to meeting the performance measures outlined above. Approximately 50% of the restricted shares granted are market-based, with the remaining performance-based. In addition, Host Inc. awarded approximately 0.4 million stock awards to alloptions with an exercise price of its employees,$16.55 per share for performance year 2013. During 2013, we recorded approximately $18 million of stock compensation expense associated with vesting based on service conditions. These awards are equity classified awards as they do not have cash settlement features similar to that for awards to senior management.the 2013 grant.

Consolidation Policies. Judgment is required with respect to the consolidation of partnership and joint venture entities inin terms of the evaluation of control, including assessment of the importance of rights and privileges of the partners based on voting rights, as well as financial interests that are not controllable through voting interests. We consolidate subsidiaries when we have the ability to direct the activities that most significantly impact the economic performance of the entity.subsidiary. For the majority of our hotel and real estate investments, we consider those rights to be (i) approval or amendment of developments plans, (ii) financing decisions, (iii) approval or amendments of operating budgets, and (iv) investment strategy decisions. For those partnerships and joint ventures of which we are the general partner,

we review the rights of the limited partners to determine if those rights would preclude the assumptionpresumption of control as the general partner. Limited partner rights which would preclude presumption of control by the general partner include the substantive ability to dissolve (liquidate) the limited partnership or otherwise remove us, as the general partner, without cause and substantive participating rights, primarily through voting rights.

We also evaluate our subsidiaries to determine if they should be considered variable interest entities (“VIEs”). If a subsidiary is a VIE, it is subject to the consolidation framework specifically for VIEs. We consider an entity a VIE if equity investors own an interest therein that does not have the characteristics of a controlling financial interest or if such investors do notnot have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. In accordance with ASC 810, we reviewedWe review our subsidiaries and affiliates annually to determine if (i) any of our subsidiaries or affiliatesthey should be considered VIEs, and (ii) whether we should change our consolidation determination based on changes in the characteristics of these entities.their characteristics.

Foreign Currency Translation.The operations of foreigninternational subsidiaries are maintained in their functional currency, which generally is generally the local currency, and then translatedare translated to U.S. dollars using the average exchange rates for the period. The assets and liabilities are translated to U.S. dollars using the exchange rate in effect at the balance sheet date. The resulting translation adjustments are reflected in accumulated other comprehensive income.income (loss).

Foreign currency transactions are recorded in the functional currency forof each entity using the exchange rates prevailing at the dates of the transactions. Assets and liabilities denominated in foreign currencies are translatedremeasured at period end exchange rates. The resulting exchange differences on translation are recorded in gain (loss) on foreign currency transactions and derivatives, except when deferredrecorded in accumulated other comprehensive income (loss) as qualifying net investment hedges.

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Comparable Hotel Operating Statistics

WeTo facilitate a year-to-year comparison of our operations, we present certain operating statistics (i.e., RevPAR, average daily rate and average occupancy) and operating results (revenues, expenses, and adjusted operating profit)profit and associated margins) for the periods included in this report on a comparable hotel basis. Because these statistics and operating results relate only to our hotel properties, they exclude results for our non-hotel properties and other real estate investments. We define our comparable hotels as properties (i) properties:

(i)

that are owned or leased by us and the operations of which are included in our consolidated results, whether as continuing operations or discontinued operations, for the entirety of the reporting periods being compared; and

(ii)

that have not sustained substantial property damage or business interruption, or undergone large-scale capital projects (as further defined below) during the reporting periods being compared.

The hotel business is capital-intensive and renovations are a regular part of the business. Generally, hotels under renovation remain comparable hotels. A large scale capital project that would cause a hotel to be excluded from our comparable hotel set is an extensive renovation of several core aspects of the hotel, such as rooms, meeting space, lobby, bars, restaurants and other public spaces. Both quantitative and qualitative factors are taken into consideration in determining if the renovation would cause a hotel to be removed from the comparable hotel set, including unusual or exceptional circumstances such as: a reduction or increase in room count, rebranding, a significant alteration of the business operations, or the closing of the hotel during the renovation.

We do not include an acquired hotel in our comparable hotel set until the operating results for that hotel have been included in our consolidated results whether as continuing operations or discontinued operations for one full calendar year. For example, we acquired the entirety ofGrand Hyatt Washington in July 2012. The hotel was not included in our comparable hotels until January 1, 2014. Hotels that we sell are excluded from the reporting periods being compared, and (ii)comparable hotel set once the transaction has closed. Similarly, hotels are excluded from our comparable hotel set from the date that have not sustainedthey sustain substantial property damage or business interruption or undergonecommence a large-scale capital project. In each case, these hotels are returned to the comparable hotel set when the operations of the hotel have been included in our consolidated results for one full calendar year after completion of the repair of the property damage or cessation of the business interruption, or the completion of large-scale capital projects, during the reporting periods being compared.as applicable.

Of the 113115 hotels that we owned on December 31, 2010, 1082013, 105 have been classified as comparable hotels.

The operating results of the following hotels that we owned or leased as of December 31, 20102013 are excluded from comparable hotel results for these periods:

Le Méridien Piccadilly (acquired leasehold interest in July 2010);

The Ritz-Carlton, Naples, removed in the third quarter of 2013 (business interruption due to the closure of the hotel during extensive renovations, which included renovations of 450 rooms, including 35 suites, restaurant, façade and windows);

Hyatt Place Waikiki Beach (acquired in May 2013);

Grand Hyatt Washington (acquired in July 2012);

The Westin New York Grand Central (business interruption due to re-branding of the hotel and extensive renovations that were substantially completed by December 2012, including the renovation of 774 guest rooms, lobby, public and meeting spaces, fitness center, restaurant and bar);

Two hotels in Christchurch, New Zealand (business interruption due to the closure of the hotels following an earthquake in February 2011 and the subsequent extensive renovations, which hotels reopened August 2013 and September 2012);

Orlando World Center Marriott, removed in the third quarter of 2012 (business interruption due to extensive renovations, which included façade restoration, the shutdown of the main pool and a complete restoration and enhancement of the hotel, including new water slides and activity areas, new pool dining facilities and the renovation of one tower of guestrooms, meeting space and restaurants);

Atlanta Marriott Perimeter Center, removed in the third quarter of 2011 (business interruption due to extensive renovations that were completed in April 2012, including renovation of the guest rooms, lobby, bar and restaurant and the demolition of one tower of the hotel);

Chicago Marriott O’Hare, removed in the third quarter of 2011 (business interruption due to extensive renovations that were completed in April 2012, including renovating every aspect of the hotel and shutting down over 200 rooms); and

Sheraton Indianapolis Hotel at Keystone Crossing, removed in the first quarter of 2011 (business interruption due to extensive renovations that were completed in January 2013, including the conversion of one tower of the hotel into apartments, reducing the room count, and the renovation of the remaining guest rooms, lobby, bar and meeting space).

Westin Chicago River North (acquired in August 2010);

W New York, Union Square (acquired in September 2010);

JW Marriott, Rio de Janeiro (acquired in September 2010);

San Diego Marriott Hotel & Marina (business disruption due to significant renovations); and

53 Courtyard by Marriott properties leased from HPT (sublease was terminated in July 2010).

The operating results of the eight hotels we disposed of in 20102013 and 2009, as well as 18 Residence Inn properties we leased from HPT until December 31, 20102012 are not included in comparable hotel results for the periods presented herein. Moreover, because these statistics and operating results are for our hotel properties, they exclude results for our non-hotel properties and other real estate investments.

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We evaluate the operating performance of our comparable hotels based on both geographic regionmarket and property type. These divisions are generally consistent with groupings recognized in the lodging industry.

Geographic regionsOur markets consist of the following (only states in which we own hotels are listed):following:

Domestic

Pacific—California, Hawaii, Oregon and Washington;

Boston –Greater Boston Metropolitan area;

New York – Greater New York Metropolitan area, including northern New Jersey;

Philadelphia – Philadelphia Metropolitan area;

Washington D.C. – Metropolitan area, including the Maryland and Virginia suburbs;

Atlanta – Atlanta Metropolitan area;

Florida – All Florida locations;

Chicago – Chicago Metropolitan area;

Denver – Denver Metropolitan area;

Houston – Houston Metropolitan area;

Phoenix – Phoenix Metropolitan area, including Scottsdale;

Seattle – Seattle Metropolitan area;

San Francisco – Greater San Francisco Metropolitan area, including San Jose;

Los Angeles – Greater Los Angeles area, including Orange County;

San Diego –San Diego Metropolitan area;

Hawaii – All Hawaii locations;

Other – Select cities in California, Indiana, Louisiana, Minnesota, Missouri, North Carolina, Ohio, Tennessee, and Texas;

International

Mountain—Arizona and Colorado;

Asia-Pacific –Australia and New Zealand;

Canada – Toronto and Calgary; and

Latin America –Brazil, Chile and Mexico.

North Central—Illinois, Indiana, Minnesota, Missouri and Ohio;

South Central—Louisiana, Tennessee and Texas;

New England—Connecticut, Massachusetts and New Hampshire;

Mid-Atlantic—Pennsylvania, New Jersey and New York;

DC Metro—Maryland, Virginia and Washington, D.C.;

Atlanta—Georgia and North Carolina;

Florida—Florida; and

International—Brazil, Canada, Chile, Mexico, New Zealand and the United Kingdom.

PropertyOur property types consist of the following:

Urban—Hotels located in primary business districts of major cities;

Suburban—Hotels located in office parks or smaller secondary markets;

Resort/conference—Hotels located in resort/conference destinations such as Arizona, Florida, Hawaii and Southern California; and

Airport—Hotels located at or near airports.

Constant US$, Nominal US$, and Constant Euros

Operating results denominated in primary business districtsforeign currencies are translated using the prevailing exchange rates on the date of major cities;

Suburban—Hotels located in office parksthe transaction, or smaller secondary markets;

Resort/conference—Hotels located in resort/conference destinations such as Arizona, Florida, Hawaii and Southern California; and

Airport—Hotels located at or near airports.

Reporting Periods.

For Consolidated Statement of Operations. The results we report aremonthly based on the weighted average exchange rate for the period. For comparative purposes, we also present the RevPAR results for 2012 assuming the results of our hotels reported to us by our hotel managers. Our hotel managers use different reporting periods. Marriott,foreign operations were translated using the manager of a significant percentage of our properties, uses a year ending on the Friday closest to December 31 and reports twelve weeks of operationssame exchange rates that were effective for the first three quarters and sixteen or seventeen weekscomparable periods in 2013, thereby eliminating the effect of currency fluctuation for the fourth quarteryear-over-year comparisons. We believe this presentation is useful to investors as it provides clarity with respect to the growth in RevPAR in the local currency of the yearhotel consistent with how we would evaluate our domestic portfolio. However, the effect of changes in foreign currency has been reflected in the actual results of net income, EBITDA, earnings per diluted share and Adjusted FFO per diluted share. Nominal US$ results include the effect of currency fluctuations consistent with our financial statement presentation.

We also present RevPAR results for its U.S. and Canadian Marriott-managed hotels. In contrast, other managers of our hotels, such as Hyatt and Starwood, report results on a monthly basis. Host Inc., as a REIT, is required by federal income tax law to report results on a calendar year basis. As a result, we elected to adopt the reporting periods used by Marriott, modified so that our fiscal year always ends on December 31 to comply with REIT rules. Our first three quarters of operations end onjoint venture in Europe in constant Euros using the same daymethodology as Marriott, but our fourth quarter ends on December 31 and our full year results, as reported in our statement of operations, always includes the same number of days as the calendar year.

Two consequences of the reporting cycle we have adopted are: (1) quarterly start dates will usually differ between years, exceptused for the first quarter which always commences on January 1, and (2) our first and fourth quarters of operations and year-to-date operations may not include the same number of days as reflected in prior years. For example, set forth below are the quarterly start and end dates for 2011, 2010 and 2009. Note that the second and third quarters of each year both reflect twelve weeks of operations. In contrast, the first and fourth quarters reflect differing days of operations.

   2011   2010   2009 
   Start-End Dates  No. of
Days
   Start-End Dates  No. of
Days
   Start-End Dates  No. of
Days
 

First Quarter

  January 1—March 25   84    January 1—March 26   85    January 1—March 27   86  

Second Quarter

  March 26—June 17   84    March 27—June 18   84    March 28—June 19   84  

Third Quarter

  June 18—September 9   84    June 19—September 10   84    June 20—September 11   84  

Fourth Quarter

  September 10—December 31   113    September 11—December 31   112    September 12—December 31   111  

While the reporting calendar we adopted is more closely aligned with the reporting calendar used by Marriott, another consequence of our calendar is that we are unable to report the month of operations that ends after our fiscal quarter-end until the following quarter because our hotel managers that use a monthly reporting period do not make mid-month results available to us. Hence, the month of operation that ends after our fiscal quarter-end is included in our quarterly results of operations in the following quarter for those hotel managers (covering approximately 43% of total revenues of our hotels). As a result, our quarterly results of operations include results from hotel managers

reporting results on a monthly basis as follows: first quarter (January, February), second quarter (March to May), third quarter (June to August) and fourth quarter (September to December). While this does not affect full year results, it does affect the reporting of quarterly results.

For Hotel Operating Statistics and Comparable Hotel Results. In contrast to the reporting periods for our consolidated statement of operations, our hotel operating statistics (i.e., RevPAR, average daily rate and average occupancy) and our comparable hotel results are reported based on the reporting cycle used by Marriott for our Marriott-managed hotels. This facilitates year-to-year comparisons, as each reporting period will be comprised of the same number of days of operations as in the prior year. This means, however, that the reporting periods we use for hotel operating statistics and our comparable hotel results will typically differ slightly from the reporting periods used for our statements of operations for the first and fourth quarters and the full year. Set forth below are the quarterly start and end dates that are used for our hotel operating statistics and comparable hotel results reported herein. Results from hotel managers reporting on a monthly basis are included in our operating statistics and comparable hotel results consistent with their reporting in our consolidated statement of operations.constant US$ presentation.    

Hotel Result Reporting Periods for Operating Statistics

and Comparable Hotel Results—for Marriott Managed Properties

   2011   2010   2009 
   Start-End Dates  No. of
Days
   Start-End Dates  No. of
Days
   Start-End Dates  No. of
Days
 

First Quarter

  January 1—March 25   84    January 2—March 26   84    January 3—March 27   84  

Second Quarter

  March 26—June 17   84    March 27—June 18   84    March 28—June 19   84  

Third Quarter

  June 18—September 9   84    June 19—September 10   84    June 20—September 11   84  

Fourth Quarter

  September 10—December 30   112    September 11—December 31   112    September 12—January 1   112  

Non-GAAP Financial Measures

We use certain “non-GAAP financial measures,” which are measures of our historical financial performance that are not calculated and presented in accordance with GAAP, within the meaning of applicable SEC rules. These measures are as follows: (i) EBITDA and Adjusted EBITDA, as a measure of performance for Host Inc. and Host L.P., (ii) Funds From Operations (FFO)(“FFO”) and FFO per diluted share (both NAREIT and Adjusted), as a measure of performance for Host Inc., and (iii) comparable hotel operating results, as a measure of performance for Host Inc. and Host L.P. The following discussion defines these terms and presents why we believe they are useful measures of our performance.

EBITDA and Adjusted EBITDA.

EBITDA

Earnings before Interest Expense, Income Taxes, Depreciation and Amortization (EBITDA) is a commonly used measure of performance in many industries. Management believes EBITDA provides useful information to investors regarding our results of operations because it helps us and our investors evaluate the ongoing operating performance of our properties and facilitates comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies. Management uses EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, likeWe calculate NAREIT FFO per diluted share in accordance with standards established by NAREIT, which may not be comparable to measures calculated by other companies who do not use the NAREIT definition of FFO or do not calculate FFO per

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diluted share in accordance with NAREIT guidance. In addition, although FFO per diluted share is a useful measure when comparing our results to other REITs, it is widely used by management in the annual budget process.

Adjusted EBITDA

Historically, management has adjusted EBITDA when evaluating Host Inc. and Host L.P. performance because we believe that the exclusion of certain additional recurring and non-recurring items described below provides useful supplemental informationmay not be helpful to investors regarding our ongoing operating performance and that the presentation ofwhen comparing us to non-REITs. We also calculate Adjusted EBITDA, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance and is a relevantFFO per diluted share, which measure in calculating certain credit ratios. We adjust EBITDA for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDA:

Real Estate Transactions – We exclude the effect of gains and losses, including the amortization of deferred gains, recorded on the disposition of assets and property insurance gains in our consolidated statement of operations because we believe that including them in Adjusted EBITDA is not consistentin accordance with reflecting the ongoing performance of our remaining assets. In addition, material gains or losses from the depreciated value of the disposed assets couldNAREIT guidance and may not be less importantcomparable to investors given that the depreciated asset often does not reflect the market value of real estate assets (as noted below for FFO).

Equity Investment Adjustments – We exclude the equity in earnings (losses) of unconsolidated investments in partnerships and joint ventures as presented in our consolidated statement of operations because it includes our pro rata portion of depreciation, amortization and interest expense. We include our pro rata share of the Adjusted EBITDA of our equity investments as we believe this more accurately reflects the performance of our investment. The pro rata Adjusted EBITDA of equity investments is defined as the EBITDA of our equity investments adjusted for any gains or losses on property transactions multipliedmeasures calculated by our percentage ownership in the partnership or joint venture.

Consolidated Partnership Adjustments – We deduct the non-controlling partners’ pro rata share of the Adjusted EBITDA of our consolidated partnerships as this reflects the non-controlling owners’ interest in the EBITDA of our consolidated partnerships. The pro rata Adjusted EBITDA of non-controlling partners is defined as the EBITDA of our consolidated partnerships adjusted for any gains or losses on property transactions multiplied by the non-controlling partners’ positions in the partnership or joint venture.

Cumulative Effect of a Change in Accounting Principle – Infrequently, the Financial Accounting Standards Board (FASB) promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a change in accounting principle. We exclude these one-time adjustments because they do not reflect our actual performance for that period.

Impairment Losses – We exclude the effect of impairment losses recorded because we believe that including them in Adjusted EBITDA is not consistent with reflecting the ongoing performance of our remaining assets. In addition, we believe that impairment charges are similar to gains (losses) on dispositions and depreciation expense, both of which are also excluded from EBITDA.

Acquisition Costs – Effective January 1, 2009, the accounting treatment under GAAP for costs associated with completed property acquisitions changed and these costs are now expensed in the year incurred as opposed to capitalized as part of the acquisition. Beginning in 2011, we will exclude the effect of these costs because we believe that including them is not reflective of the ongoing performance of our properties. This is consistent with the EBITDA calculation under the prior GAAP accounting treatment which expensed these costs over time as part of depreciation expense, which is excluded from EBITDA.

other REITs. EBITDA and Adjusted EBITDA, as presented, also may not be comparable to measures calculated by other companies. This information should not be considered as an alternative to net income, operating profit, cash from operations or any other operating performance measure calculated in accordance with GAAP. Cash expenditures for various long-term assets (such as renewal and replacement capital expenditures), interest expense (for EBITDA and Adjusted EBITDA purposes only) and other items have been and will be incurredmade and are not reflected in the EBITDA, Adjusted EBITDA, NAREIT FFO per diluted share and Adjusted EBITDAFFO per diluted share presentations. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our consolidated statement of operations and cash flows include interest expense, capital expenditures, and other excluded items, all of which should be considered when evaluating our performance, as well as the usefulness of our non-GAAP financial measures. Additionally, NAREIT FFO per diluted share, Adjusted FFO per diluted share, EBITDA and Adjusted EBITDA should not be considered as a measure of our liquidity or indicative of funds available to fund our cash needs, including our ability to make cash distributions.

In addition, NAREIT FFO per diluted share and Adjusted FFO per diluted share do not measure, and should not be used as a measure of, amounts that accrue directly to stockholders’ benefit. The following discussion defines these terms and presents why we believe they are useful measures of our performance.

EBITDA and Adjusted EBITDA

EBITDA

Earnings before Interest Expense, Income Taxes, Depreciation and Amortization (“EBITDA”) is a commonly used measure of performance in many industries. Management believes EBITDA provides useful information to investors regarding our results of operations because it helps us and our investors evaluate the ongoing operating performance of our properties after removing the impact of our capital structure (primarily interest expense) and our asset base (primarily depreciation and amortization). Management also believes the use of EBITDA facilitates comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies. Management uses EBITDA to evaluate property-level results and as one measure in determining the value of acquisitions and dispositions and, like FFO and Adjusted FFO per diluted share, it is widely used by management in the annual budget process and for compensation programs.

Adjusted EBITDA

Historically, management has adjusted EBITDA when evaluating our performance because we believe that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance and that the presentation of Adjusted EBITDA, when combined with the primary GAAP presentation of net income, is beneficial to an investor’s complete understanding of our operating performance. Adjusted EBITDA also is a relevant measure in calculating certain credit ratios. We adjust EBITDA for the following items, which may occur in any period, and refer to this measure as Adjusted EBITDA:

Real Estate Transactions – We exclude the effect of gains and losses, including the amortization of deferred gains, recorded on the disposition or acquisition of depreciable assets and property insurance gains in our consolidated statement of operations because we believe that including them in Adjusted EBITDA is not consistent with reflecting the ongoing performance of our assets. In addition, material gains or losses from the depreciated book value of the disposed assets could be less important to investors given that the depreciated asset book value often does not reflect its market value (as noted below for FFO).

Equity Investment Adjustments – We exclude the equity in earnings (losses) of unconsolidated investments in partnerships and joint ventures as presented in our consolidated statement of operations because it includes our pro rata portion of depreciation, amortization and interest expense, which are excluded from EBITDA. We include our pro rata share of the Adjusted EBITDA of our equity investments as we believe this more accurately reflects the performance of our investments. The pro rata Adjusted EBITDA of equity investments is defined as the EBITDA of our equity investments adjusted for any gains or losses on property transactions multiplied by our percentage ownership in the partnership or joint venture.

Consolidated Partnership Adjustments – We deduct the non-controlling partners’ pro rata share of the Adjusted EBITDA of our consolidated partnerships as this reflects the non-controlling owners’ interest in the EBITDA of our consolidated partnerships. The pro rata Adjusted EBITDA of non-controlling partners is defined as the EBITDA of our consolidated partnerships adjusted for any gains or losses on property transactions multiplied by the non-controlling partners’ positions in the partnership or joint venture.

Cumulative Effect of a Change in Accounting Principle – Infrequently, the Financial Accounting Standards Board (“FASB”) promulgates new accounting standards that require the consolidated statement of operations to reflect the cumulative effect of a

77


change in accounting principle. We exclude these one-time adjustments because they do not reflect our actual performance for that period.

Impairment Losses – We exclude the effect of impairment expense recorded because we believe that including them in Adjusted EBITDA is not consistent with reflecting the ongoing performance of our remaining assets. In addition, we believe that impairment expense, which is based on historical cost book values, is similar to gains (losses) on dispositions and depreciation expense, both of which also are excluded from EBITDA.

Acquisition Costs – Under GAAP, costs associated with completed property acquisitions are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the company.

Litigation Gains and LossesEffective April 1, 2013, we have excluded the effect of gains or losses associated with litigation recorded under GAAP that we consider outside the ordinary course of business, which is consistent with the definition of Adjusted FFO that we adopted effective January 1, 2011. We believe that including these items is not consistent with our ongoing operating performance.

In unusual circumstances, we also may adjust EBITDA for gains or losses that management believes are not representative of our current operating performance. For example, in the first quarter of 2013, management excluded the $11 million gain from the eminent domain claim for land adjacent to the Atlanta Marriott Perimeter Center for which we received the cash proceeds in 2007, but, pending the resolution of certain contingencies, was not recognized until 2013. Typically, gains from the disposition of non-depreciable property are included in the determination of Adjusted EBITDA.

The following table provides a reconciliation of net lossincome to Adjusted EBITDA (in millions):

Reconciliation of Net LossIncome to EBITDA and Adjusted EBITDA for

Host, Inc. and Host Hotels, L.P.

 

   Year ended December 31, 
   2010  2009 

Net loss

  $(132 $(258

Interest expense

   384    379  

Depreciation and amortization

   592    595  

Income taxes

   (31  (39

Discontinued operations (a)

   (1  10  
         

EBITDA

   812    687  

(Gains) losses on dispositions

   2    (35

Non-cash impairment charges

   —      131  

Amortization of deferred gains

   —      (4

Equity investment adjustments:

   

Equity in (earnings) losses of affiliates

   1    (3

Pro rata EBITDA of equity investments

   23    33  

Consolidated partnership adjustments:

   

Pro rata EBITDA attributable to non-controlling partners in other consolidated partnerships

   (14  (11
         

Adjusted EBITDA for Host Inc. and Host L.P. (b)

  $824   $798  
         

 

 

Year ended December 31,

 

 

 

2013

 

 

2012

 

Net income (1)

 

$

325

 

 

$

63

 

Interest expense

 

 

304

 

 

 

373

 

Depreciation and amortization

 

 

696

 

 

 

662

 

Income taxes

 

 

21

 

 

 

31

 

Discontinued operations (2)

 

 

15

 

 

 

32

 

EBITDA (3)

 

 

1,361

 

 

 

1,161

 

Gain on dispositions (4)

 

 

(98

)

 

 

(48

)

Acquisition costs

 

 

1

 

 

 

7

 

Recognition of deferred gain on land condemnation (1)

 

 

(11

)

 

 

 

Litigation loss (5)

 

 

8

 

 

 

 

Gain on property insurance settlement

 

 

 

 

 

(2

)

Non-cash impairment expense

 

 

1

 

 

 

60

 

Amortization of deferred gains and other property transactions

 

 

 

 

 

(4

)

Equity investment adjustments:

 

 

 

 

 

 

 

 

Equity in (earnings) losses of affiliates (6)

 

 

17

 

 

 

(2

)

Pro rata Adjusted EBITDA of equity investments

 

 

48

 

 

 

34

 

Consolidated partnership adjustments:

 

 

 

 

 

 

 

 

Pro rata Adjusted EBITDA attributable to non-controlling partners in other consolidated partnerships

 

 

(21

)

 

 

(16

)

Adjusted EBITDA (3)

 

$

1,306

 

 

$

1,190

 

 

 

 

 

 

 

 

 

 

 

(a)

(1)

During the first quarter of 2013, we recognized a previously deferred gain of approximately $11 million related to the eminent domain claim by the State of Georgia for 2.9 acres of land at the Atlanta Marriott Perimeter Center for highway expansion, for which we received cash proceeds in 2007. We have included the gain in NAREIT FFO per diluted share, which is consistent with the treatment of gains recognized on the disposition of undepreciated assets. However, due to the significant passage of time since we received the proceeds, we have excluded the gain from Adjusted FFO per diluted share and Adjusted EBITDA for the year.

(2)

Reflects the interest expense, depreciation and amortization and income taxes included in discontinued operations.

(b)

(3)

EBITDA and Adjusted EBITDA was significantly affectedinclude a gain on sale of undepreciated property of $21 million for the year ended December 31, 2013 for the sale of excess land adjacent to our Newport Beach Marriott Hotel & Spa, as a gain on sale of undepreciated property.    

(4)

Reflects the gain recorded on the sale of five hotels in 2010 by $10 million2013 and three hotels in 2012.

(5)

Effective April 1, 2013, we modified the definition of costs incurredAdjusted EBITDA to exclude gains or losses associated with litigation outside the ordinary course of business, which is consistent with the definition of Adjusted FFO that we adopted effective January 1, 2011. On December 13, 2013, the Texas Supreme Court

78


granted our Petition for Review on litigation related to successful acquisitions. Priorthe sale of land under the San Antonio Marriott Rivercenter in 2005. We have accrued $68 million related to 2009,this litigation which we believe reflects substantially all of our obligation assuming we lose the costs were capitalized as partappeal. We have $25 million in restricted cash that will be utilized to pay a portion of any judgment, assuming we lose the appeal.  

(6)

Includes an adjustment of $15 million for our portion of the acquisition. These costs are now expensed and deducted from net income and Adjusted EBITDA. For 2009,non-cash impairment charges related to one of the accrual for a potential litigation settlement decreasedhotels in our joint venture in Europe. The impairment charge has no effect on Adjusted EBITDA, by $41 million.NAREIT FFO or Adjusted FFO.

NAREIT FFO, NAREIT FFO per Diluted Share and Adjusted FFO per Diluted Share. We present NAREIT FFO and FFO Per Diluted Share. We present FFO andNAREIT FFO per diluted share as a non-GAAP measuremeasures of Host Inc.our performance in addition to our earnings per share (calculated in accordance with GAAP). We calculate NAREIT FFO per diluted share as our NAREIT FFO (defined as set forth below) for a given operating period, as our FFOadjusted for such periodthe effect of dilutive securities, divided by the number of fully diluted shares outstanding during such period.period in accordance with NAREIT guidelines. NAREIT defines FFO as net income (calculated in accordance with GAAP), excluding gains (or losses)(losses) from sales of real estate, the cumulative effect of changes in accounting principles, real estate-related depreciation, amortization and amortizationimpairments and adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures are calculated to reflect our pro rata share of the FFO is presentedof those entities on a per share basis after making adjustments for the effects of dilutive securities, including the payment of preferred stock dividends, in accordance with NAREIT guidelines.same basis.

We believe that NAREIT FFO per diluted share is a useful supplemental measure of Host Inc.our operating performance and that the presentation of NAREIT FFO per diluted share, when combined with the primary GAAP presentation of earnings per share, provides beneficial information to investors. By excluding the effect of real estate depreciation, amortization, impairments and gains and losses from sales of real estate, all of which are based on historical cost accounting and which may be of lesser significance in evaluating current performance, we believe that such a measuremeasures can facilitate comparisons of operating performance between periods and betweenwith other REITs, even though NAREIT FFO per diluted share does not represent an amount that accrues directly to holders of Host Inc.’sour common stock. Historical cost accounting for real estate assets implicitly assumes that the value of real estate assets diminishes predictably over time. As noted by NAREIT in its April 2002 “White Paper on Funds From Operations,” since real estate values historically have historically risen or fallen with market conditions, many industry investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. For these reasons, NAREIT adopted the definition of FFO metric in order to promote an industry-wide measure of REIT operating performance.

We calculatealso present Adjusted FFO per diluted share when evaluating our performance because management believes that the exclusion of certain additional items described below provides useful supplemental information to investors regarding our ongoing operating performance. Management historically has made the adjustments detailed below in accordance with standards established by NAREIT, which may not be comparable to measures calculated by other companies who do not useevaluating our performance, in our annual budget process and for our compensation programs. We believe that the NAREIT definitionpresentation of FFO or calculateAdjusted FFO per diluted share, in accordancewhen combined with NAREIT guidance. In addition, althoughboth the primary GAAP presentation of earnings per share and FFO per diluted share as defined by NAREIT, provides useful supplemental information that is a useful measure when comparingbeneficial to an investor’s complete understanding of our results to other REITs, it may not be helpful to investors when comparing us to non-REITs. This information should not be considered as an alternative to net income, operating profit, cash from

operations, or any other operating performance measure prescribed by GAAP. Cash expenditures for various long-term assets (such as renewal and replacement capital expenditures) and other items have been and will be incurred and are not reflected in theperformance. We adjust NAREIT FFO per diluted share presentations. Management compensates for these limitations by separately considering the impact of these excludedfollowing items, which may occur in any period, and refer to the extent they are material to operating decisions or assessments of our operating performance. Our consolidated statements of operations and cash flows include depreciation, capital expenditures and other excluded items, all of which should be considered when evaluating our performance,this measure as well as the usefulness of our non-GAAP financial measures. Additionally,Adjusted FFO per diluted share shouldshare:

Gains and Losses on the Extinguishment of Debt – We exclude the effect of finance charges and premiums associated with the extinguishment of debt, including the acceleration of the write off of deferred financing costs from the original issuance of the debt being redeemed or retired. We also exclude the gains on debt repurchases and the original issuance costs associated with the retirement of preferred stock. We believe that these items are not reflective of our ongoing finance costs.

Acquisition Costs –Under GAAP, costs associated with completed property acquisitions are expensed in the year incurred. We exclude the effect of these costs because we believe they are not reflective of the ongoing performance of the company.

Litigation Gains and Losses – We exclude the effect of gains or losses associated with litigation recorded under GAAP that we consider outside the ordinary course of business. We believe that including these items is not consistent with our ongoing operating performance.

In unusual circumstances, we also may adjust NAREIT FFO for gains or losses that management believes are not be considered as a measurerepresentative of our liquidity or indicativecurrent operating performance. For example, in the first quarter of funds available2013, management excluded the $11 million gain from the eminent domain claim for land adjacent to fund ourthe Atlanta Marriott Perimeter Center for which we received the cash needs, including our ability to make cash distributions. In addition, FFO per diluted share doesproceeds in 2007, but, pending the resolution of certain contingencies, was not measure,recognized until 2013. Typically, gains from the disposition of non-depreciable property are included in the determination of NAREIT and should not be used as a measure of, amounts that accrue directly to Host Inc.’s stockholders’ benefit.Adjusted FFO.

79


The following tables providetable provides a reconciliation of net income available to common shareholders per share toNAREIT FFO and Adjusted FFO (separately and on a per diluted share basis) for Host Inc. (in millions, except per share amounts):

Host Inc. Reconciliation of Net Loss Available toIncome

Common Stockholders to NAREIT and Adjusted Funds From Operations per Diluted Share

 

   Year ended December 31, 
   2010  2009 

Net loss

  $(132 $(258

Less: Net loss attributable to non-controlling interests

   2    6  

 Dividends on preferred stock

   (4  (9

 Issuance costs of redeemed preferred stock

   (4  —    
         

Net loss available to common stockholders

   (138  (261

Adjustments:

   

(Gains) losses on dispositions, net of taxes

   2    (31

Amortization of deferred gains and other property transactions, net of taxes

   —      (4

Depreciation and amortization (a)

   591    604  

Partnership adjustments

   4    4  

FFO of non-controlling interests of Host L.P.

   (7  (7
         

Funds From Operations

   452    305  

Adjustments for dilutive securities (b):

   

Assuming deduction of gain recognized for the repurchase of 2004 Exchangeable Debentures (c)

   —      (2

Assuming conversion of 2004 Debentures

   13    —    
         

Diluted FFO (b)(d)

  $465   $303  
         

Diluted weighted average shares outstanding-EPS

   656.1    587.2  

Assuming issuance of common units granted under the Comprehensive Stock Plan

   2.9    1.8  

Assuming conversion of 2004 Exchangeable Debentures

   21.2    —    
         

Diluted weighted average shares outstanding (d)

   680.2    589.0  
         

FFO per diluted share (b)(d)

  $.68   $.51  
         

 

 

Year ended December 31,

 

 

 

2013

 

 

2012

 

Net income

 

$

325

 

 

$

63

 

Less: Net income attributable to non-controlling interests

 

 

(8

)

 

 

(2

)

Net income attributable to Host Inc.

 

 

317

 

 

 

61

 

Adjustments:

 

 

 

 

 

 

 

 

Gain on dispositions, net of taxes (1)

 

 

(97

)

 

 

(48

)

Gain on property insurance settlement

 

 

 

 

 

(2

)

Amortization of deferred gains and other property transactions, net of taxes

 

 

 

 

 

(4

)

Depreciation and amortization

 

 

703

 

 

 

691

 

Non-cash impairment expense

 

 

1

 

 

 

60

 

Equity investment adjustments:

 

 

 

 

 

 

 

 

Equity in (earnings) losses of affiliates (2)

 

 

17

 

 

 

(2

)

Pro rata FFO of equity investments

 

 

26

 

 

 

20

 

Consolidated partner adjustments:

 

 

 

 

 

 

 

 

FFO adjustment for non-controlling partnerships

 

 

(8

)

 

 

(7

)

FFO adjustments for non-controlling interests of Host L.P.

 

 

(8

)

 

 

(10

)

NAREIT FFO (3)

 

 

951

 

 

 

759

 

Adjustments to NAREIT FFO:

 

 

 

 

 

 

 

 

Loss on debt extinguishment

 

 

40

 

 

 

35

 

Acquisition costs (4)

 

 

1

 

 

 

10

 

Recognition of deferred gain on land condemnation (5)

 

 

(11

)

 

 

 

Litigation loss (6)

 

 

8

 

 

 

 

Loss attributable to non-controlling interests

 

 

 

 

 

(1

)

Adjusted FFO (3)

 

$

989

 

 

$

803

 

 

 

 

 

 

 

 

 

 

For calculation on a per share basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments for dilutive securities (7):

 

 

 

 

 

 

 

 

Assuming conversion of Exchangeable Senior Debentures

 

$

26

 

 

$

31

 

Diluted NAREIT FFO

 

$

977

 

 

$

790

 

Diluted Adjusted FFO

 

$

1,015

 

 

$

834

 

 

 

 

 

 

 

 

 

 

Diluted weighted average shares outstanding-EPS

 

 

747.9

 

 

 

719.6

 

Assuming conversion of Exchangeable Senior Debentures

 

 

29.5

 

 

 

40.4

 

Diluted weighted average shares outstanding - NAREIT FFO and Adjusted FFO

 

 

777.4

 

 

 

760.0

 

NAREIT FFO per diluted share

 

$

1.26

 

 

$

1.04

 

Adjusted FFO per diluted share

 

$

1.31

 

 

$

1.10

 

 

 

 

 

 

 

 

 

 

 

(a)

(1)

In accordance with

Reflects the guidancegain recorded on the sale of five hotels in 2013 and three hotels in 2012.

(2)

See footnote (6) to the Reconciliation of Net Income to EBITDA and Adjusted EBITDA.

(3)

NAREIT and Adjusted FFO include a gain on sale of $21 million for the year ended December 31, 2013 for the sale of excess land adjacent to our Newport Beach Marriott Hotel & Spa.

(4)

Includes approximately $3 million for the year ended December 31, 2012, related to our share of acquisition costs incurred by unconsolidated joint ventures.

(5)

See footnote (1) to the Reconciliation of Net Income to EBITDA and Adjusted EBITDA.

(6)

See footnote (5) to the Reconciliation of Net Income to EBITDA and Adjusted EBITDA.

(7)

Earnings (loss) per diluted share and NAREIT FFO and Adjusted FFO per diluted share provided by NAREIT, we do not adjust net income for the non-cash impairment charges when determining our FFO per diluted share.

(b)Earnings/loss per diluted share and FFO per diluted share in accordance with NAREIT are adjusted for the effects of dilutive securities. Dilutive securities may include Host Inc. shares granted under Host Inc.’s comprehensive stock plans, preferred OP units held by non-controlling partners, exchangeable debt securities and other non-controlling interests that have the option to convert their limited partnership interestinterests to common OP units. No effect is shown for securities if they are anti-dilutive.

(c)During 2009, we repurchased $75 million of the 2004 Debentures with a carrying value of $72 million for $69 million. The adjustments to dilutive FFO related to the 2004 Debentures repurchased during the year include the $3 million gain on repurchase, net of interest expense on the repurchased exchangeable debentures.

80

(d)FFO per diluted share and earnings per diluted share were significantly affected by certain transactions, the effects of which are shown in the table below (in millions, except per share amounts):


 

   Year ended December 31 
   2010  2009 
   Net
Income
(Loss)
  FFO  Net
Income
(Loss)
  FFO 

Gain (loss) on dispositions, net of taxes

  $(2 $—     $31   $—    

Potential loss on litigation (1)

   (4  (4  (41  (41

Non-cash impairment charges (2)

   —      —      (131  (131

Gain (loss) on debt extinguishments (3)

   (22  (22  7    7  

Preferred unit redemption (4)

   (4  (4  —      —    

Acquisition costs (5)

   (10  (10  —      —    

(Gain) loss attributable to non-controlling interests (6)

   1    1    3    3  
                 

Total

  $(41 $(39 $(131 $(162
                 

Diluted shares

   656.1    680.2    587.2    589.7  

Per diluted share

  $(.06 $(.06 $(.23 $(.28
                 

(1)Includes the accrual in the first quarter of 2010 for an additional potential loss related to the 2009 litigation.
(2)During 2009, we recorded non-cash impairment charges totaling $131 million in accordance with GAAP based on the difference between the fair value and the carrying amount of certain properties.
(3)For 2010, these costs include those associated with the redemption of the Series K and Series M senior notes. For 2009, the costs include gain/losses associated with the repayment of exchangeable debentures and the term loan. Additionally, as prescribed by the sharing agreement with the successor borrower in connection with the 2007 defeasance of a $514 million collateralized mortgage-backed security, we received $7 million for year ended December 31, 2009 and recorded the gain as a reduction of interest expense.
(4)Represents the original issuance costs of the Class E preferred stock, which were redeemed on June 18, 2010.
(5)Represents costs incurred related to acquisitions and investments during 2010. Previously, these costs would have been capitalized as part of the acquisition; however, under accounting requirements effective January 1, 2009 these costs are expensed and deducted from net income and FFO.
(6)Represents the portion of the significant items attributable to non-controlling partners of Host L.P.

Comparable Hotel Operating Results.We present certain operating results for our hotels, such as hotel revenues, expenses, adjusted operating profit and adjusted operating profit margin, on a comparable hotel, or “same store”store,” basis as supplemental information for investorsinvestors. Our comparable hotel results present operating results for hotels owned during the entirety of both Host Inc. and Host L.P.the periods being compared without giving effect to any acquisitions or dispositions, significant property damage or large scale capital improvements during these periods. We present these comparable hotel operating results by eliminating corporate-level costs, andincluding expenses related to our capital structure, as well as depreciation and amortization. We eliminate corporate-level costs and expenses to arrive at property level results because we believe property-level results provide investors with more specific insight into the ongoing operating performance of our hotels. We eliminate depreciation and amortization because, even though depreciation and amortization are property-level expenses, these non-cash expenses, which are based on historical cost accounting for real estate assets, implicitly assume that the value of real estate assets diminishes predictably over time. As noted earlier, because real estate values historically have risen or fallen with market conditions, many industry investors have considered presentation of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.

As a result of the elimination of corporate-level costs and expenses and depreciation and amortization, the comparable hotel operating results we present do not represent our total revenues, expenses or operating profit and these comparable hotel operating results should not be used to evaluateevaluate our performance as a whole. Management compensates for these limitations by separately considering the impact of these excluded items to the extent they are material to operating decisions or assessments of our operating performance. Our consolidated statements of operations include such amounts, all of which should be considered by investors when evaluating our performance.

We present these hotel operating results on a comparable hotel basis because we believe that doing so provides investors and management with useful information for evaluating the period-to-period performance of our hotels and facilitates comparisons with other hotel REITs and hotel owners. In particular, these measures assist management and investors in distinguishing whether increasesincreases or decreases in revenues and/or expenses are due to growth or decline of operations at comparable hotels (which represent the vast majority of our portfolio) or from other factors, such as the effect of acquisitions or dispositions. While management believes that presentation of comparable hotel results is a “same store” supplemental measure that provides useful information in evaluating our ongoing performance, this measure is not used to allocate resources or to assess the operating performance of these hotels, as these decisions are based on data for individual hotels and are not based on comparable portfolio hotel results. For these reasons, we believe that comparable hotel operating results, when combined with the presentation of GAAP operating profit, revenues and expenses, provide useful information to investors and management.

81


The following table presents certain operating results and statistics for our comparable hotels for the periods presented herein:

Comparable Hotel Results for Host Inc. and Host L.P.

(in millions, except hotel statistics)

 

 Year ended December 31, 

 

Year ended December 31,

 

 2010 2009 

 

2013

 

 

2012 (1)

 

Number of hotels

  108    108  

 

 

105

 

 

 

105

 

Number of rooms

  59,125    59,125  

 

 

55,278

 

 

 

55,278

 

Percent change in Comparable Hotel RevPAR

  5.8  —    

Percent change in comparable hotel RevPAR - Constant US$

 

 

5.8

%

 

 

Percent change in comparable hotel RevPAR – Nominal US$

 

 

5.6

%

 

 

 

Operating profit margin (2)

 

 

9.9

%

 

 

7.2

%

Comparable hotel adjusted operating profit margin (2)

 

 

25.5

%

 

 

24.5

%

Comparable hotel revenues

  

 

 

 

 

 

 

 

 

Room

 $2,591   $2,448  

 

$

3,051

 

 

$

2,896

 

Food and beverage

  1,285    1,230  

Food and beverage (3)

 

 

1,347

 

 

 

1,295

 

Other

  273    304  

 

 

272

 

 

 

261

 

      

Comparable hotel revenues (a)(4)

  4,149    3,982  

 

 

4,670

 

 

 

4,452

 

      

Comparable hotel expenses

  

 

 

 

 

 

 

 

 

Room

  717    674  

 

 

817

 

 

 

777

 

Food and beverage

  957    929  

Food and beverage (5)

 

 

983

 

 

 

958

 

Other

  156    155  

 

 

139

 

 

 

139

 

Management fees, ground rent and other costs

  1,437    1,386  

 

 

1,541

 

 

 

1,489

 

      

Comparable hotel expenses (b)

  3,267    3,144  
      

Comparable hotel expenses (6)

 

 

3,480

 

 

 

3,363

 

Comparable hotel adjusted operating profit

  882    838  

 

 

1,190

 

 

 

1,089

 

Non-comparable hotel results, net (c)

  52    41  

Income (loss) from hotels leased from HPT and office buildings, net (d)

  (11  1  

Non-comparable hotel results, net (7)

 

 

140

 

 

 

105

 

Earnings for hotels leased from HPT (8)

 

 

 

 

 

(3

)

Depreciation and amortization

  (592  (615

 

 

(697

)

 

 

(722

)

Corporate and other expenses

  (108  (116
      

Corporate and other expenses (9)

 

 

(121

)

 

 

(107

)

Operating profit

 $223   $149  

 

$

512

 

 

$

362

 

      

 

 

 

 

 

 

 

 

 

(a)

(1)

The full year 2012 is a leap year and includes one additional day of operations compared to the full year 2013.

(2)

Operating profit margins are calculated by dividing the applicable operating profit by the related revenue amount. GAAP margins are calculated using amounts presented in the consolidated statements of operations. Comparable margins are calculated using amounts presented in the above table.

(3)

The reconciliation of total food and beverage sales per the consolidated statements of operations to the comparable food and beverage sales is as follows:

 

 

Year ended December 31,

 

 

 

2013

 

 

2012 (1)

 

Food and beverage per the consolidated statements of operations

 

$

1,503

 

 

$

1,419

 

Non-comparable hotel food and beverage sales

 

 

(189

)

 

 

(157

)

Food and beverage sales for the property for which we record rental income

 

 

33

 

 

 

33

 

Comparable food and beverage sales

 

$

1,347

 

 

$

1,295

 

 

 

 

 

 

 

 

 

 

(4)

The reconciliation of total revenues per the consolidated statements of operations to the comparable hotel revenues is as follows:

 

 

Year ended December 31,

 

 

 

2013

 

 

2012 (1)

 

Revenues per the consolidated statements of operations

 

$

5,166

 

 

$

5,059

 

Non-comparable hotel revenues

 

 

(548

)

 

 

(426

)

Hotel revenues for which we record rental income, net

 

 

52

 

 

 

51

 

Revenues for hotels leased from HPT (8)

 

 

 

 

 

(232

)

Comparable hotel revenues

 

$

4,670

 

 

$

4,452

 

 

 

 

 

 

 

 

 

 

82


 

   Year ended December 31, 
   2010  2009 

Revenues per the consolidated statements of operations

  $4,437   $4,144  

Non-comparable hotel revenues

   (162  (113

Business interruption insurance proceeds for comparable hotels

   3    —    

Hotel revenues for the property for which we record rental income, net

   48    42  

Income for hotels leased from HPT and office buildings

   (172  (84

Adjustment for hotel revenues for comparable hotels to reflect Marriott’s fiscal year for Marriott-managed hotels

   (5  (7
         

Comparable hotel revenues

  $4,149   $3,982  
         

(b)

(5)

The reconciliation of total food and beverage expenses per the consolidated statements of operations to the comparable food and beverage expenses is as follows:

 

 

Year ended December 31,

 

 

 

2013

 

 

2012 (1)

 

Food and beverage expenses per the consolidated statements of operations

 

$

1,095

 

 

$

1,049

 

Non-comparable hotel food and beverage expenses

 

 

(133

)

 

 

(112

)

Food and beverage expenses for the property for which we record rental income

 

 

21

 

 

 

21

 

Comparable food and beverage expenses

 

$

983

 

 

$

958

 

 

 

 

 

 

 

 

 

 

(6)

The reconciliation of operating costs per the consolidated statements of operations to the comparable hotel expenses is as follows:

 

 

Year ended December 31,

 

 

 

2013

 

 

2012 (1)

 

Operating costs and expenses per the consolidated statements of operations

 

$

4,654

 

 

$

4,697

 

Non-comparable hotel expenses

 

 

(408

)

 

 

(321

)

Hotel expenses for which we record rental income

 

 

52

 

 

 

51

 

Expense for hotels leased from HPT (8)

 

 

 

 

 

(235

)

Depreciation and amortization

 

 

(697

)

 

 

(722

)

Corporate and other expenses (9)

 

 

(121

)

 

 

(107

)

Comparable hotel expenses

 

$

3,480

 

 

$

3,363

 

 

 

 

 

 

 

 

 

 

 

   Year ended December 31, 
   2010  2009 

Operating costs and expenses per the consolidated statements of operations

  $4,214   $3,995  

Non-comparable hotel expenses

   (110  (75

Hotel expenses for the property for which we record rental income

   48    42  

Expense for hotels leased from HPT and office buildings

   (183  (83

Adjustment for hotel expenses for comparable hotels to reflect Marriott’s fiscal year for Marriott-managed hotels

   (5  (4

Depreciation and amortization

   (592  (615

Corporate and other expenses

   (108  (116

Gain on insurance settlement

   3    —    
         

Comparable hotel expenses

  $3,267   $3,144  
         

(c)

(7)

Non-comparable hotel results, net, includes the following items: (i) the results of operations of our non-comparable hotels, whosewhich operations are included in our consolidated statements of operations as continuing operations, (ii) gains on property insurance settlements, and (ii)(iii) the difference between the numberresults of days of operations reflected in the comparable hotel results and the number of days of operations reflected in the consolidated statements of operations.our office buildings.  

(d)

(8)

Represents income less expense for hotels leased from HPT and office buildings.

The lease terminated on December 31, 2012.

(9)

For the year ended December 31, 2013, corporate expenses include a litigation loss of $8 million due to an adverse ruling related to our San Antonio ground lease.

83


Item 7A.Quantitative and Qualitative Disclosures about Market Risk

All information in this section applies to Host Inc. and Host L.P.

Interest Rate Sensitivity

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalentprevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We have no derivative financial instruments that are held for trading purposes. We use derivative financial instruments to manage, or hedge, interest rate risks.

OurThe interest payments on 90%71% of our debt are fixed in nature (this percentage does not include $300 million of mortgage debt for which we have swapped fixed interest payments for floating interest payments), which largely mitigates the effect of changes in interest rates on our cash interest payments. Valuations for mortgage debt and the credit facility are determined based on the expected future payments, discounted at risk-adjusted rates. The senior notes and the Debentures are valued based on quoted market prices. If market rates of interest on our variable rate debt increase or decrease by 100 basis points, interest expense would increase or decrease, respectively, our future earnings and cash flows by approximately $5$15 million in 2011.2014.

The table below presents scheduled maturities and related weighted average interest rates by expected maturity dates.dates (in millions, except percentages):

 

  Expected Maturity Date       

Expected Maturity Date

 

 

 

 

 

 

 

 

 

  2011 2012 2013 2014 2015 Thereafter Total   Fair
Value
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair

 

  ($ in millions) 

2014

 

 

2015

 

 

2016

 

 

2017

 

 

2018

 

 

Thereafter

 

 

Total

 

 

Value

 

Liabilities

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt:

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate (1)

  $98   $515   $482   $1,286   $1,047   $1,825   $5,253    $5,665  

$

317

 

 

$

398

 

 

$

150

 

 

$

40

 

 

$

 

 

$

2,650

 

 

$

3,555

 

 

$

3,916

 

Average interest rate

   6.40  6.40  6.43  6.75  6.99  7.16   

 

5.58

%

 

 

5.54

%

 

 

5.35

%

 

 

5.31

%

 

 

5.28

%

 

 

5.19

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Variable rate

          

Variable rate (1)

  $61   $52   $111   $—     $—     $—     $224    $230  

$

 

 

$

446

 

 

$

258

 

 

$

500

 

 

$

 

 

$

 

 

$

1,204

 

 

$

1,204

 

              

Average interest rate (2)

   4.96  7.37  7.50  —    —    —     

 

2.49

%

 

 

2.50

%

 

 

2.31

%

 

 

1.82

%

 

 

%

 

 

%

 

 

 

 

 

 

 

 

Total debt

        $5,477    $5,895  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

4,759

 

 

$

5,120

 

              

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate derivative

          

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

          

Fixed to variable

  $—     $—     $—     $300   $—     $—     $300    $289  
              

Fixed to variable-notional

$

300

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

Fair value (asset)/liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

(1

)

Average pay rate (2)

   3.29  3.29  3.29  3.29  —    —     

 

3.25

%

 

 

%

 

 

%

 

 

%

 

 

%

 

 

%

 

 

 

 

 

 

 

 

Average receive rate

   5.531  5.531  5.531  5.531  —    —     

 

5.531

%

 

 

%

 

 

%

 

 

%

 

 

%

 

 

%

 

 

 

 

 

 

 

 

Variable to fixed-notional

$

 

 

$

 

 

$

118

 

 

$

 

 

$

 

 

$

 

 

 

 

 

 

 

 

 

Fair value (asset)/liability

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3

 

Average pay rate

 

6.95

%

 

 

6.95

%

 

 

6.77

%

 

 

%

 

 

%

 

 

%

 

 

 

 

 

 

 

 

Average receive rate (2)

 

5.04

%

 

 

5.04

%

 

 

4.96

%

 

 

%

 

 

%

 

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The amounts are net of unamortized discounts and premiums.

(2)

The interest rate for our floating rate payments is based on the rate in effect as of December 31, 2010.2013. No adjustments are made for forecastedforecast changes in the rate.

84


Fair Value Interest Rate Swap Derivatives.rate swap derivatives designated as cash flow hedges. We currently have threedesignated our floating-to-fixed interest rate swap agreements for an aggregate notional amountderivatives as cash flow hedges. The purpose of $300 million related to The Ritz-Carlton, Naples and Newport Beach Marriott Hotel & Spa mortgage loan in the amount of $300 million. We entered into the derivative instrumentsinterest rate swaps is to hedge against changes in the fair value of the fixed-rate mortgage that occur as a result of changescash flows (interest payments) attributable to fluctuations in the 3-month LIBOR rate. As a result, we will pay a floatingbenchmark interest rates associated with variable rate equal to the 3-month LIBOR, plus a spread which ranges from 2.7% to 3.2%, as opposed to the fixed rate of 5.531%, on the notional amount of $300 million through March 1, 2014. During 2010 and 2009, the cash settlement received under the swap agreement decreased interest expense by $6 million and $1 million, respectively.

We have designated these derivatives as fair value hedges.debt. The derivatives are valued based on the prevailing market yield curve on the date of measurement. IfWe also evaluate counterparty credit risk when we calculate the fair value of the swaps. Changes in the fair value of the derivatives are recorded to other comprehensive income (loss) on the accompanying balance sheets. The hedges were fully effective as of December 31, 2013. The following table summarizes our interest rate swap derivatives designated as cash flow hedges (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Fair Value

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

Gain (Loss)

 

Transaction

 

Notional

 

 

Maturity

 

Swapped

 

 

 

 

 

Year ended December 31,

 

Date

 

Amount

 

 

Date

 

Index

 

All-in-Rate

 

 

2013

 

 

2012

 

November 2011 (1)

 

A$

62

 

 

November 2016

 

Reuters BBSY

 

 

6.7

%

 

$

1

 

 

$

(2

)

February 2011 (2)

 

NZ$

79

 

 

February 2016

 

NZ$ Bank Bill

 

 

7.15

%

 

$

2

 

 

$

 

(1)

The swap was entered into in connection with the A$82 million ($71 million) mortgage loan on the Hilton Melbourne South Wharf.

(2)

The swap was entered into in connection with the NZ$105 million ($87 million) mortgage loan on seven properties in New Zealand.

Interest Rate Swap Derivatives Designated as Fair Value Hedges. We have designated our fixed-to-floating interest rate swap derivatives as fair value hedges. We enter into these derivative instruments to increasehedge changes in the fair value of fixed-rate debt that occur as a result of changes in market interest rates fromrates. The derivatives are valued based on the prevailing market yield curve which for our reverse swaps is 3-month LIBOR, by 25% at December 31, 2010, thenon the fair valuedate of the swap would decrease $3 million. Similarly, if we were to decrease the interest rates from the prevailing market yield curve by 25% at December 31, 2010, then the fair value of the swap would increase by $3 million.measurement. We also evaluate counterparty credit risk in the calculation of the fair value of the swaps. As of December 31, 2010, we recorded an asset of $10.6 million related to the fair value of the swaps. The change in the fair value of the derivative is offset largely offset by the corresponding change in the fair value of the underlying debt due to change in the 3-month LIBOR rate, which is recorded as an adjustment to the carrying amount of the debt. Any difference between the change in the fair value of the swap and the change in the fair value in the underlying debt, which was not significant for the periods presented, is considered the ineffective portion of the hedging relationship and is recorded in net income/loss.income (loss).

We have three fixed-to-floating interest rate swap agreements for an aggregate notional amount of $300 million. During 2013 and 2012, the fair value of the swaps decreased $6 million and $4 million, respectively. As a result, we will pay a floating interest rate equal to the 3-month LIBOR, plus a spread which ranges from 2.7% to 3.2%, as opposed to the fixed rate of 5.531%, on the notional amount of $300 million through March 1, 2014. During 2013 and 2012, the cash settlement received under the swap agreement decreased interest expense by $7 million and $6 million, respectively.

85


Exchange Rate Sensitivity

As weWe have non-U.S. operations (specifically, thecurrency exchange risk as a result of our hotel ownership of hotels in Australia, Canada, Chile, Mexico, Brazil, the United Kingdom and New Zealand and anour investment in ourthe European and Asia/Pacific joint venture), currencyventures. We utilize several strategies to mitigate the exposure of exchange risk arises as a normal partfor our portfolio, including (i) utilizing local currency denominated debt (including foreign currency draws on our credit facility), (ii) entering into forward or option foreign currency purchase contracts, and (iii) investing through partnership and joint venture structures. For 2013 and 2012, revenues from our consolidated foreign operations were $271 million (or 5% of total revenues) and $268 million (or 5% of our business. Tototal revenues), respectively. As of December 31, 2013, our international investments consisted of the following (in millions):   

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013 Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain/(Loss)

 

 

 

 

Consolidated

 

 

 

 

 

Non-

 

 

 

 

 

Credit

 

 

 

 

 

on Foreign

 

 

 

 

Assets

 

 

Mortgage

 

 

Controlling

 

 

 

 

 

Facility

 

 

Net Asset

 

 

Currency

 

Country

 

 

(Book Value)

 

 

Debt

 

 

interest

 

 

Net Assets

 

 

Draw

 

 

Exposure

 

 

Exposure (1)

 

Australia

 

$

123

 

$

(71

)

$

(11

)

$

41

 

$

 

$

41

 

$

(8

)

Brazil

 

 

104

 

 

 

 

 

 

104

 

 

 

 

104

 

 

(9

)

Canada

 

 

114

 

 

 

 

 

 

114

 

 

(100

)

 

14

 

 

(1

)

Chile

 

 

72

 

 

 

 

 

 

72

 

 

 

 

72

 

 

(7

)

Mexico

 

 

36

 

 

 

 

(17

)

 

19

 

 

 

 

19

 

 

 

New Zealand

 

 

163

 

 

(87

)

 

 

 

76

 

 

 

 

76

 

 

 

United Kingdom

 

 

 

 

 

 

 

 

 

 

(19

)

 

(19

)

 

 

 

 

$

612

 

$

(158

)

$

(28

)

$

426

 

$

(119

)

$

307

 

$

(25

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unconsolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Currency

 

 

 

 

 

 

 

 

2013 Net

 

 

 

 

 

 

 

 

 

 

 

 

 

Forward

 

 

 

 

 

 

 

 

Gain/(Loss )

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase

 

 

Credit

 

 

 

 

 

on Foreign

 

 

 

 

 

 

 

 

 

 

Investment

 

 

Contracts

 

 

Facility

 

 

Net Asset

 

 

Currency

 

 

 

 

 

 

 

 

 

 

Balance

 

 

(notional)

 

 

Draw

 

 

Exposure

 

 

Exposure (1)

 

 

 

 

 

 

 

European Joint Venture

 

$

374

 

$

(163

)

$

(102

)

$

109

 

$

7

 

 

 

 

 

 

 

Asia/Pacific Joint Venture

 

 

20

 

 

 

 

 

 

20

 

 

(3

)

 

 

 

 

 

 

 

 

$

394

 

$

(163

)

$

(102

)

$

129

 

$

4

 

 

 

 

 

 

 

(1)

Includes a net amount of $(23) million that is included in accumulated other comprehensive income and $2 million recognized during 2013 in our Statement of Operations.

Hedging Instruments. As described above, to manage the currency exchange risk applicable to ownership in non-U.S. hotels, where possible, we may enter into forward or option contracts.foreign currency purchase contracts or designate a portion of the foreign currency draws on our credit facility as hedges of net investments in foreign operations. The foreign currency exchange agreements thatinto which we have entered into were strictly are to hedge foreign currency risk and are not for trading purposes.

During 2010 and 2008,As of December 31, 2013, we entered into four have five foreign currency forward purchasesale contracts totaling €80 million (approximately $114 million) tothat hedge a portion of the foreign currency exposure resulting from the eventual repatriation of our net investment in the European joint venture. Pursuant to these transactions, we will sell the Euro amount, and receive the U.S. Dollar amount on the forward purchase date.Europe. These derivatives are considered a hedgehedges of the foreign currency exposure of a net investment in a foreign operation and are marked-to-market with changes in fair value and recorded to accumulated other comprehensive income (loss) within Host Inc.’sthe equity portion and Host L.P.’s capital portion of theirour balance sheets. The foreign currency forward sale contracts are valued based on the forward yield curve of the foreign currency to U.S. dollar forward exchange rate on the date of measurement. Pursuant to these contracts, we will sell the Euro amount, as applicable, and receive the U.S. dollar amount on the forward sale date.

We also evaluate counterparty credit risk in the calculation ofwhen we calculate the fair value of the swaps.derivatives. The following table summarizes our four foreign currency purchaseforward sale contracts (in millions):

 

Transaction

Date

  Transaction
Amount
in Euros
   Transaction
Amount
in Dollars
   

Forward

Purchase

Date

  Fair Value as of  Change in 
        December 31,  Fair Value 
        2010  2009  2010  2009 

February 2008

  30    $43    August 2011  $2.8   $(.1 $2.9   $(1.8

February 2008

   15     22    February 2013   2.2    .7    1.5    (1.2

May 2008

   15     23    May 2014   2.9    1.1    1.8    (1.4

July 2010

   20     26    October 2014   (1.0  —      (1.0  —    
                             

Total

  80    $114      $6.9   $1.7   $5.2   $(4.4
                             

Currently Outstanding

 

Change in Fair Value – All Contracts

 

 

 

Total Transaction

 

 

Total

 

 

 

 

 

 

 

 

Amount in

 

 

Transaction

 

 

Forward

 

Gain (Loss)

 

Transaction

 

Foreign

 

 

Amount

 

 

Purchase

 

Year ended December 31,

 

Date Range

 

Currency

 

 

in Dollars

 

 

Date Range

 

2013

 

 

2012

 

May 2008-January 2013

 

120

 

 

$

163

 

 

May 2014-January 2016

 

$

(5

)

 

$

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

86


In addition to the foreign currency forward sale contracts, we have designated a portion of the foreign currency draws on our credit facility as hedges of net investments in foreign operations. As a result, currency translation adjustments in the designated credit facility draws are recorded to other comprehensive income (loss) within the equity portion of our balance sheet, which adjustments offset a portion of the translation adjustment related to our international investments. The following table summarizes the draws on our credit facility that are designated as hedges of net investments in foreign operations (in millions):

 

 

Balance

 

Balance

 

Gain (Loss)

 

 

Outstanding

 

Outstanding in

 

Year ended December 31,

Currency

 

US$

 

Foreign Currency

 

2013

 

2012

Canadian dollars (1)

 

$

29

 

C$

31

 

$

2

 

$

Euros

 

$

102

 

74

 

$

(5)

 

$

(2)

(1)

We have drawn an additional $71 million on the credit facility in Canadian dollars that has not been designated as a hedging instrument.

87


Item 8.      Financial Statements and Supplementary Data

The following financial information is included on the pages indicated:

Host Hotels & Resorts, Inc. & Host Hotels & Resorts, L.P.

 

Page

Reports of Independent Registered Public Accounting Firm (Host Hotels & Resorts, Inc.)

91

89

Report of Independent Registered Public Accounting Firm (Host Hotels & Resorts, L.P.)

93

91

Financial Statements of Host Hotels & Resorts, Inc:Inc.:

Consolidated Balance Sheets as of December 31, 20102013 and 20092012

94

92

Consolidated Statements of Operations for the Years Ended December 31, 2010, 20092013, 2012 and 20082011

95

93

Consolidated Statements of Equity and Comprehensive Income (Loss) for the Years Ended December 31, 2010, 20092013, 2012 and 20082011

96

94

Consolidated Statements of Equity for the Years Ended December 31, 2013, 2012 and 2011

95

Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 20092013, 2012 and 20082011

98

96

Financial Statements of Host Hotels & Resorts, L.P.:

Consolidated Balance Sheets as of December 31, 20102013 and 20092012

100

98

Consolidated Statements of Operations for the Years Ended December 31, 2010, 20092013, 2012 and 20082011

101

99

Consolidated Statements of Capital and Comprehensive Income (Loss) for the Years Ended December 31, 2010, 20092013, 2012 and 20082011

102

100

Consolidated Statements of Capital for the Years Ended December 31, 2013, 2012 and 2011

101

Consolidated Statements of Cash Flows for the Years Ended December 31, 2010, 20092013, 2012 and 20082011

105

102

Notes to Consolidated Financial Statements (Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P.)

107

104

88


Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Host Hotels & Resorts, Inc.:

We have audited Host Hotels & Resorts, Inc.’s internal control over financial reporting as of December 31, 2010, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).Host Hotels & Resorts, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Item 9aControls and Procedures—Internal Control over Financial Reporting of Form 10-K. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Host Hotels & Resorts, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Host Hotels & Resorts, Inc. and subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of operations, equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2010, and our report dated February 24, 2011 expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

McLean, Virginia

February 24, 2011

See Notes to Consolidated Financial Statements.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Host Hotels & Resorts, Inc.:

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, Inc. and subsidiaries as of December 31, 20102013 and 2009,2012, and the related consolidated statements of operations, equity and comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2010.2013. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule III as listed in the index as item 15(a)(ii).III. These consolidated financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Host Hotels & Resorts, Inc. and subsidiaries as of December 31, 20102013 and 2009,2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010,2013, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Host Hotels & Resorts, Inc.’s internal control over financial reporting as of December 31, 2010,2013, based on criteria established inInternal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 24, 201126, 2014 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ KPMG LLP

McLean, Virginia

February 26, 2014

McLean, Virginia89


February 24, 2011

See Notes to Consolidated Financial Statements.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

Host Hotels & Resorts, Inc.:

We have audited Host Hotels & Resorts, Inc.’s internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Host Hotels & Resorts, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Item 9a Controls and Procedures—Internal Control over Financial Reporting of Form 10-K. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Host Hotels & Resorts, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Host Hotels & Resorts, Inc. and subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2013, and our report dated February 26, 2014, expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG LLP

McLean, Virginia

February 26, 2014

90


Report of Independent Registered Public Accounting Firm

The Partners

Host Hotels & Resorts, L.P.:

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, L.P. and subsidiaries as of December 31, 20102013 and 2009,2012, and the related consolidated statements of operations, capital and comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, 2010.2013. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule III as listed in the index as item 15(a)(ii).III. These consolidated financial statements and financial statementstatement schedule are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Host Hotels & Resorts, L. P. and subsidiaries as of December 31, 20102013 and 2009,2012, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2010,2013, in conformity with U.S. generally accepted accounting principles.principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

McLean, Virginia

February 26, 2014

/s/ KPMG LLP

McLean, Virginia

February 24, 2011

91


HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2013 and 2012

(in millions, except per share amounts)

 

 

2013

 

 

2012

 

ASSETS

 

Property and equipment, net

 

$

10,995

 

 

$

11,588

 

Due from managers

 

 

52

 

 

 

80

 

Advances to and investments in affiliates

 

 

415

 

 

 

347

 

Deferred financing costs, net

 

 

42

 

 

 

53

 

Furniture, fixtures and equipment replacement fund

 

 

173

 

 

 

154

 

Other

 

 

244

 

 

 

319

 

Restricted cash

 

 

32

 

 

 

36

 

Cash and cash equivalents

 

 

861

 

 

 

417

 

Total assets

 

$

12,814

 

 

$

12,994

 

 

 

 

 

 

 

 

 

 

LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY

 

Debt

 

 

 

 

 

 

 

 

Senior notes, including $371 million and $531 million, respectively, net of discount, of Exchangeable Senior Debentures

 

$

3,018

 

 

$

3,569

 

Credit facility, including the $500 million term loan

 

 

946

 

 

 

763

 

Mortgage debt

 

 

709

 

 

 

993

 

Other

 

 

86

 

 

 

86

 

Total debt

 

 

4,759

 

 

 

5,411

 

Accounts payable and accrued expenses

 

 

214

 

 

 

194

 

Other

 

 

389

 

 

 

372

 

Total liabilities

 

 

5,362

 

 

 

5,977

 

 

 

 

 

 

 

 

 

 

Non-controlling interests - Host Hotels & Resorts, L.P.

 

 

190

 

 

 

158

 

 

 

 

 

 

 

 

 

 

Host Hotels & Resorts, Inc. stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock, par value $.01, 1,050 million shares authorized; 754.8 million and 724.6 million shares issued and outstanding, respectively

 

 

8

 

 

 

7

 

Additional paid-in capital

 

 

8,492

 

 

 

8,040

 

Accumulated other comprehensive income (loss)

 

 

(9

)

 

 

12

 

Deficit

 

 

(1,263

)

 

 

(1,234

)

Total equity of Host Hotels & Resorts, Inc. stockholders

 

 

7,228

 

 

 

6,825

 

Non-controlling interests—other consolidated partnerships

 

 

34

 

 

 

34

 

Total equity

 

 

7,262

 

 

 

6,859

 

Total liabilities, non-controlling interests and equity

 

$

12,814

 

 

$

12,994

 

 

 

 

 

 

 

 

 

 

See Notes to Consolidated Financial Statements.

92


HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 2010 and 2009

(in millions, except per share amounts)

   2010  2009 
ASSETS   

Property and equipment, net

  $10,514   $10,231  

Assets held for sale

   —      8  

Due from managers

   45    29  

Investments in affiliates

   148    153  

Deferred financing costs, net

   44    49  

Furniture, fixtures and equipment replacement fund

   152    124  

Other

   354    266  

Restricted cash

   41    53  

Cash and cash equivalents

   1,113    1,642  
         

Total assets

  $12,411   $12,555  
         
LIABILITIES, NON-CONTROLLING INTERESTS AND EQUITY   

Debt

   

Senior notes, including $1,156 million and $1,123 million, respectively, net of discount, of Exchangeable Senior Debentures

  $4,249   $4,534  

Credit facility

   58    —    

Mortgage debt

   1,025    1,217  

Other

   145    86  
         

Total debt

   5,477    5,837  

Accounts payable and accrued expenses

   208    174  

Other

   203    194  
         

Total liabilities

   5,888    6,205  
         

Non-controlling interests—Host Hotels & Resorts, L.P.

   191    139  

Host Hotels & Resorts, Inc. stockholders’ equity:

   

Cumulative redeemable preferred stock (liquidation preference $0 and $100 million, respectively), 50 million shares authorized; 0 and 4 million shares issued and outstanding, respectively

   —      97  

Common stock, par value $.01, 1,050 million shares authorized; 675.6 million and 646.3 million shares issued and outstanding, respectively

   7    6  

Additional paid-in capital

   7,236    6,875  

Accumulated other comprehensive income

   25    12  

Deficit

   (965  (801
         

Total equity of Host Hotels & Resorts, Inc. stockholders

   6,303    6,189  

Non-controlling interests—other consolidated partnerships

   29    22  
         

Total equity

   6,332    6,211  
         

Total liabilities, non-controlling interests and equity

  $12,411   $12,555  
         

See Notes to Consolidated Financial Statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2010, 20092013, 2012 and 20082011

(in millions, except per common share amounts)

 

   2010  2009  2008 

REVENUES

    

Rooms

  $2,668   $2,490   $3,106  

Food and beverage

   1,293    1,236    1,547  

Other

   277    311    347  
             

Total revenues for owned hotels

   4,238    4,037    5,000  

Other revenues

   199    107    119  
             

Total revenues

   4,437    4,144    5,119  
             

EXPENSES

    

Rooms

   736    683    762  

Food and beverage

   967    935    1,132  

Other departmental and support expenses

   1,154    1,102    1,252  

Management fees

   171    158    241  

Other property-level expenses

   489    386    384  

Depreciation and amortization

   592    615    555  

Corporate and other expenses

   108    116    58  

Gain on insurance settlement

   (3  —      (7
             

Total operating costs and expenses

   4,214    3,995    4,377  
             

OPERATING PROFIT

   223    149    742  

Interest income

   8    7    20  

Interest expense

   (384  (379  (375

Net gains on property transactions and other

   1    14    2  

Gain (loss) on foreign currency transactions and derivatives

   (6  5    1  

Equity in losses of affiliates

   (1  (32  (10
             

INCOME (LOSS) BEFORE INCOME TAXES

   (159  (236  380  

Benefit for income taxes

   31    39    3  
             

INCOME (LOSS) FROM CONTINUING OPERATIONS

   (128  (197  383  

Income (loss) from discontinued operations, net of tax

   (4  (61  31  
             

NET INCOME (LOSS)

   (132  (258  414  

Less: Net (income) loss attributable to non-controlling interests

   2    6    (19
             

NET INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.

   (130  (252  395  

Less: Dividends on preferred stock

   (4  (9  (9

Issuance costs of redeemed preferred stock

   (4  —      —    
             

NET INCOME (LOSS) AVAILABLE TO COMMON STOCKHOLDERS

  $(138 $(261 $386  
             

Basic earnings (loss) per common share:

    

Continuing operations

  $(.20 $(.34 $.68  

Discontinued operations

   (.01  (.11  .06  
             

Basic earnings (loss) per common share

  $(.21 $(.45 $.74  
             

Diluted earnings (loss) per common share:

    

Continuing operations

  $(.20 $(.34 $.66  

Discontinued operations

   (.01  (.11  .06  
             

Diluted earnings (loss) per common share

  $(.21 $(.45 $.72  
             

See Notes to Consolidated Financial Statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

 

 

2013

 

 

2012

 

 

2011

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

$

3,317

 

 

$

3,082

 

 

$

2,849

 

Food and beverage

 

 

1,503

 

 

 

1,419

 

 

 

1,336

 

Other

 

 

295

 

 

 

287

 

 

 

279

 

Owned hotel revenues

 

 

5,115

 

 

 

4,788

 

 

 

4,464

 

Other revenues

 

 

51

 

 

 

271

 

 

 

250

 

Total revenues

 

 

5,166

 

 

 

5,059

 

 

 

4,714

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

 

894

 

 

 

836

 

 

 

780

 

Food and beverage

 

 

1,095

 

 

 

1,049

 

 

 

993

 

Other departmental and support expenses

 

 

1,249

 

 

 

1,219

 

 

 

1,179

 

Management fees

 

 

222

 

 

 

199

 

 

 

181

 

Other property-level expenses

 

 

376

 

 

 

576

 

 

 

554

 

Depreciation and amortization

 

 

697

 

 

 

722

 

 

 

609

 

Corporate and other expenses

 

 

121

 

 

 

107

 

 

 

111

 

Gain on insurance settlements

 

 

 

 

 

(11

)

 

 

(2

)

Total operating costs and expenses

 

 

4,654

 

 

 

4,697

 

 

 

4,405

 

OPERATING PROFIT

 

 

512

 

 

 

362

 

 

 

309

 

Interest income

 

 

4

 

 

 

23

 

 

 

20

 

Interest expense

 

 

(304

)

 

 

(373

)

 

 

(371

)

Net gains on property transactions and other

 

 

33

 

 

 

13

 

 

 

7

 

Gain (loss) on foreign currency transactions and derivatives

 

 

3

 

 

 

(4

)

 

 

3

 

Equity in earnings (losses) of affiliates

 

 

(17

)

 

 

2

 

 

 

4

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

231

 

 

 

23

 

 

 

(28

)

Benefit (provision) for income taxes

 

 

(21

)

 

 

(31

)

 

 

1

 

INCOME (LOSS) FROM CONTINUING OPERATIONS

 

 

210

 

 

 

(8

)

 

 

(27

)

Income from discontinued operations, net of tax

 

 

115

 

 

 

71

 

 

 

11

 

NET INCOME (LOSS)

 

 

325

 

 

 

63

 

 

 

(16

)

Less: Net (income) loss attributable to non-controlling interests

 

 

(8

)

 

 

(2

)

 

 

1

 

NET INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.

 

$

317

 

 

$

61

 

 

$

(15

)

Basic earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

.27

 

 

$

(.01

)

 

$

(.04

)

Discontinued operations

 

 

.16

 

 

 

.09

 

 

 

.02

 

Basic earnings (loss) per common share

 

$

.43

 

 

$

.08

 

 

$

(.02

)

Diluted earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

.27

 

 

$

(.01

)

 

$

(.04

)

Discontinued operations

 

 

.15

 

 

 

.09

 

 

 

.02

 

Diluted earnings (loss) per common share

 

$

.42

 

 

$

.08

 

 

$

(.02

)

CONSOLIDATED STATEMENTS OF EQUITY

AND COMPREHENSIVE INCOME (LOSS)

Years Ended December 31, 2010, 2009 and 2008

(in millions)

 

Shares Outstanding

    Preferred
Stock
  Common
Stock
  Additional
Paid-in
Capital
  Retained
Earnings
(Deficit)
  Accumulated
Other
Comprehensive
Income
  Non-controlling
Interests of
Consolidated
Partnerships
  Non-controlling
Interests of
Host Hotels &
Resorts, L.P
  Comprehensive
Income (loss)
 
         
         

Preferred

  Common          
 4.0    522.6   

Balance, December 31, 2007

  97    5    5,713    (433  44    28    312   
 —      —     

Net income

  —      —      —      395    —      3    16   $414  
 —      —     

Issuance of common OP units

  —      —      —      —      —      —      93   
 —      8.8   

Redemptions of limited partner interests for common stock

  —      —      92    —      —      —      (92 
 —      —     

Other changes in ownership

  —      —      156    —      —      —      (156 
 —      —     

Other comprehensive income (loss):

        
 —      —     

Foreign currency translation and other comprehensive income of unconsolidated affiliates

  —      —      —      —      (45  —      (1  (46
 —      —     

Change in fair value of derivative instruments

  —      —      —      —      6    —      —      6  
             
 —      —     

Comprehensive income (loss)

        $374  
             
 —      0.4   

Comprehensive stock and employee stock purchase plans

  —      —      7    —      —      —      —     
 —      —     

Common stock dividends paid in cash

  —      —      —      (338  —      —      —     
 —      —     

Dividends on preferred stock

  —      —      —      (9  —      —      —     
 —      —     

Distributions to non-controlling interests of consolidated partnerships

  —      —      —      —      —      (7  (14 
 —      (6.5 

Repurchase of common stock

  —      —      (100  —      —      —      —     
 4.0    525.3   

Balance, December 31, 2008

 $97   $5   $5,868   $(385 $5   $24   $158      
 —      —     

Net loss

  —      —      —      (252  —      (1  (5 $(258
 —      —     

Unrealized loss on common stock

  —      —      —      —      (4  —      —      (4
 —      —     

Other changes in ownership

  —      —      (19  —      —      —      19   
 —      —     

Other comprehensive income (loss):

        
 —      —     

Foreign currency translation and other comprehensive income of unconsolidated affiliates

  —      —      —      —      15    —      —      15  
 —      —     

Change in fair value of derivative instruments

  —      —      —      —      (4  —      —      (4
             
 —     ��—     

Comprehensive income (loss)

        $(251
             
 —      103.8   

Common stock issuances

  —      1    766    —      —      —      —     
 —      .4   

Comprehensive stock and employee stock purchase plans

  —      —      6    —      —      —      —     
 —      —     

Common stock dividends paid in cash

  —      —      —      (16  —      —      —     
 —      13.4   

Common stock dividends paid in shares

  —      —      139    (139  —      —      —     
 —      —     

Dividends on preferred stock

  —      —      —      (9  —      —      —     
 —      —     

Issuance of 2009 Exchangeable Senior Debentures

  —      —      82    —      —      —      —     
 —      3.4   

Redemptions of limited partner interests for common stock

  —      —      33    —      —      —      (33 
 —      —     

Contributions from non- controlling interests of consolidated partnerships

  —      —      —      —      —      1    —     
 —      —     

Distributions to non-controlling interests of consolidated partnerships

  —      —      —      —      —      (2  —     
                                        
 4.0    646.3   

Balance, December 31, 2009

 $97   $6   $6,875   $(801 $12   $22   $139   
                                        

See Notes to Consolidated Financial Statements.

HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

AND COMPREHENSIVE INCOME (LOSS) (continued)

Years ended December 31, 2010, 2009 and 2008

(in millions)

 

 

  Shares Outstanding  

    Preferred
Stock
  Common
Stock
  Additional
Paid-in
Capital
  Retained
Earnings
(Deficit)
  Accumulated
Other
Comprehensive
Income
  Non-controlling
Interests of
Consolidated
Partnerships
  Non-controlling
Interests of
Host Hotels &
Resorts, L.P
  Comprehensive
Income (loss)
 

Preferred

  Common          
 4.0    646.3   

Balance, December 31, 2009

 $97   $6   $6,875   $(801 $12   $22   $139   
 —      —     

Net loss

  —      —      —      (130  —      —      (2 $(132
 —      —     

Other changes in ownership

  —      —      (69  —      —      —      69   
 —      —     

Other comprehensive income (loss):

        
 —      —     

Foreign currency translation and other comprehensive income of unconsolidated affiliates

  —      —      —      —      8    —      —      8  
 —      —     

Change in fair value of derivative instruments

  —      —      —      —      5    —      —      5  
             
 —      —     

Comprehensive income

        $(119
             
 —      26.9   

Common stock issuances

  —      1    405    —      —      —      —     
 —      1.2   

Comprehensive stock and employee stock purchase plans

  —      —      10    —      —      —      —     
 —      —     

Common stock dividends paid in cash

  —      —      —      (26  —      —      —     
 —      —     

Dividends on preferred stock

  —      —      —      (4  —      —      —     
 (4.0)    —     

Redemption of preferred stock

  (97  —      —      (4  —      —      —     
 —      1.2   

Redemptions of limited partner interests for common stock

  —      —      15    —      —      —      (15 
 —      —     

Contributions from non- controlling interests of consolidated partnerships

  —      —      —      —      —      11    —     
 —      —     

Distributions to non-controlling interests of consolidated partnerships

  —      —      —      —      —      (4  —     
                                     
 —      675.6   

Balance, December 31, 2010

 $—     $7   $7,236   $(965 $25   $29   $191   
                                     

See Notes to Consolidated Financial Statements.

93


HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWSCOMPREHENSIVE INCOME (LOSS)

Years Ended December 31, 2010, 20092013, 2012 and 20082011

(in millions)

 

   2010  2009  2008 

OPERATING ACTIVITIES

    

Net income (loss)

  $(132 $(258 $414  

Adjustments to reconcile to cash provided by operations:

    

Discontinued operations:

    

(Gain) loss on dispositions

   2    (26  (24

Depreciation

   1    88    27  

Depreciation and amortization

   592    615    555  

Amortization of deferred financing costs

   12    14    12  

Amortization of debt premiums/discounts, net

   31    31    33  

Deferred income taxes

   (36  (38  (8

Net gains on property transactions and other

   (1  (14  (2

(Gain) loss on foreign currency transactions and derivatives

   6    (5  (1

Non-cash loss (gain) on extinguishment of debt

   1    (5  (14

Equity in (earnings) losses of affiliates

   1    32    10  

Distributions from equity investments

   2    1    3  

Change in due from managers

   (9  34    41  

Change in restricted cash for operating activities

   (25  —      —    

Changes in other assets

   44    (12  —    

Changes in other liabilities

   31    95    (26
             

Cash provided by operating activities

   520    552    1,020  
             

INVESTING ACTIVITIES

    

Proceeds from sales of assets, net

   12    199    38  

Acquisitions

   (342  —      —    

Deposits for acquisitions

   (38  —      —    

Proceeds from sale of interest in CBM Joint Venture LLC

   —      13    —    

Deferred sale proceeds received from HPT

   17    —      —    

Investment in affiliates

   (1  (7  (77

Return of capital from investments in affiliates

   —      39    —    

Purchase of mortgage note on portfolio of hotels

   (53  —      —    

Capital expenditures:

    

Renewals and replacements

   (195  (164  (374

Repositionings and other investments

   (114  (176  (298

Change in furniture, fixtures & equipment (FF&E) replacement fund

   (17  (6  3  

Change in FF&E replacement funds designated as restricted cash

   22    (14  6  

Property insurance proceeds

   3    —      —    

Other

   —      —      (14
             

Cash used in investing activities

   (706  (116  (716
             

FINANCING ACTIVITIES

    

Financing costs

   (10  (20  (8

Issuances of debt

   500    906    300  

Draws on credit facility

   56    —      410  

Repayment on credit facility

   —      (410  —    

Repurchase/redemption of senior notes, including exchangeable debentures

   (821  (139  (82

Mortgage debt prepayments and scheduled maturities

   (364  (342  (245

Scheduled principal repayments

   (13  (14  (16

Common stock issuance

   406    767    —    

Common stock repurchase

   —      —      (100

Redemption of preferred stock

   (101  —      —    

Dividends on common stock

   (20  (42  (522

Dividends on preferred stock

   (6  (9  (9

Distributions to non-controlling interests

   (4  (3  (28

Contributions from non-controlling interests

   11    —      —    

Change in restricted cash for financing activities

   23    4    16  
             

Cash provided by (used in) financing activities

   (343  698    (284
             

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

   (529  1,134    20  

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

   1,642    508    488  
             

CASH AND CASH EQUIVALENTS, END OF YEAR

  $1,113   $1,642   $508  
             

 

 

2013

 

 

2012

 

 

2011

 

NET INCOME (LOSS)

 

$

325

 

 

$

63

 

 

$

(16

)

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates

 

 

(18

)

 

 

20

 

 

 

(27

)

Change in fair value of derivative instruments

 

 

(3

)

 

 

(7

)

 

 

1

 

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX

 

 

(21

)

 

 

13

 

 

 

(26

)

COMPREHENSIVE INCOME (LOSS)

 

 

304

 

 

 

76

 

 

 

(42

)

Less: Comprehensive (income) loss attributable to non-controlling interests

 

 

(8

)

 

 

(2

)

 

 

1

 

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, INC.

 

$

296

 

 

$

74

 

 

$

(41

)

See Notes to Consolidated Financial Statements.

94


HOST HOTELS & RESORTS, INC. AND SUBISIDARIES

CONSOLIDATED STATEMENTS OF EQUITY

Years Ended December 31, 2013, 2012 and 2011

(in millions)

Common Shares Outstanding

 

 

 

 

Common Stock

 

 

Additional Paid-in Capital

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

Retained Earnings / (Deficit)

 

 

Non-controlling Interest of Other Consolidated Partnerships

 

 

Non-controlling Interests of Host Hotels & Resorts, L.P.

 

 

675.6

 

 

Balance, December 31, 2010

 

$

7

 

 

$

7,236

 

 

$

25

 

 

$

(965

)

 

$

29

 

 

$

191

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(15

)

 

 

(1

)

 

 

 

 

 

 

Other changes in ownership

 

 

 

 

 

33

 

 

 

 

 

 

 

 

 

 

 

 

(33

)

 

 

 

Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates

 

 

 

 

 

 

 

 

(27

)

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of derivative instruments

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

27.9

 

 

Common stock issuances

 

 

 

 

 

459

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common OP unit issuances

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

 

1.3

 

 

Comprehensive stock and employee stock purchase plans

 

 

 

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock dividends

 

 

 

 

 

 

 

 

 

 

 

(99

)

 

 

 

 

 

 

 

0.3

 

 

Redemptions of limited partner interests for common stock

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

 

(5

)

 

 

 

Contributions from non- controlling interests of consolidated partnerships

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 

 

 

 

 

 

 

Distributions to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

(1

)

 

705.1

 

 

Balance, December 31, 2011

 

$

7

 

 

$

7,750

 

 

$

(1

)

 

$

(1,079

)

 

$

36

 

 

$

158

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

61

 

 

 

1

 

 

 

1

 

 

 

 

Other changes in ownership

 

 

 

 

 

(12

)

 

 

 

 

 

 

 

 

 

 

 

12

 

 

 

 

Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates

 

 

 

 

 

 

 

 

20

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of derivative instruments

 

 

 

 

 

 

 

 

(7

)

 

 

 

 

 

 

 

 

 

 

17.5

 

 

Common stock issuances

 

 

 

 

 

274

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.4

 

 

Comprehensive stock and employee stock purchase plans

 

 

 

 

 

18

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock dividends

 

 

 

 

 

 

 

 

 

 

 

(216

)

 

 

 

 

 

 

 

0.6

 

 

Redemptions of limited partner interests for common stock

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

(10

)

 

 

 

Contributions from non-controlling interests of consolidated partnerships

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

Distributions to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

(3

)

 

724.6

 

 

Balance, December 31, 2012

 

$

7

 

 

$

8,040

 

 

$

12

 

 

$

(1,234

)

 

$

34

 

 

$

158

 

 

 

 

Net income

 

 

 

 

 

 

 

 

 

 

 

317

 

 

 

4

 

 

 

4

 

 

 

 

Other changes in ownership

 

 

 

 

 

(38

)

 

 

 

 

 

 

 

 

(3

)

 

 

38

 

 

 

 

Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates

 

 

 

 

 

 

 

 

(18

)

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of derivative instruments

 

 

 

 

 

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

 

28.7

 

 

Common stock issuances

 

 

1

 

 

 

476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1.2

 

 

Comprehensive stock and employee stock purchase plans

 

 

 

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock dividends

 

 

 

 

 

 

 

 

 

 

 

(346

)

 

 

 

 

 

 

 

0.3

 

 

Redemptions of limited partner interests for common stock

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

(6

)

 

 

 

Contributions from non-controlling interests of consolidated partnerships

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

 

 

 

 

 

 

Distributions to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(8

)

 

 

(4

)

 

754.8

 

 

Balance, December 31, 2013

 

$

8

 

 

$

8,492

 

 

$

(9

)

 

$

(1,263

)

 

$

34

 

 

$

190

 

See Notes to Consolidated Financial Statements.

95


HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2010, 20092013, 2012 and 20082011

(in millions)

 

 

2013

 

 

2012

 

 

2011

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

325

 

 

$

63

 

 

$

(16

)

Adjustments to reconcile to cash provided by operations:

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

Gain on dispositions

 

 

(97

)

 

 

(48

)

 

 

 

Depreciation

 

 

10

 

 

 

32

 

 

 

46

 

Depreciation and amortization

 

 

697

 

 

 

722

 

 

 

609

 

Amortization of finance costs, discounts and premiums, net

 

 

25

 

 

 

13

 

 

 

30

 

Non-cash loss on extinguishment of debt

 

 

13

 

 

 

9

 

 

 

4

 

Stock compensation expense

 

 

18

 

 

 

16

 

 

 

19

 

Deferred income taxes

 

 

6

 

 

 

17

 

 

 

(11

)

Net gains on property transactions and other

 

 

(33

)

 

 

(13

)

 

 

(7

)

(Gain) loss on foreign currency transactions and derivatives

 

 

(3

)

 

 

4

 

 

 

(3

)

Gain on property insurance settlement

 

 

 

 

 

(2

)

 

 

 

Equity in (earnings) losses of affiliates

 

 

17

 

 

 

(2

)

 

 

(4

)

Change in due from managers

 

 

21

 

 

 

(42

)

 

 

 

Changes in other assets

 

 

39

 

 

 

11

 

 

 

(8

)

Changes in other liabilities

 

 

(19

)

 

 

1

 

 

 

3

 

Cash provided by operating activities

 

 

1,019

 

 

 

781

 

 

 

662

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sales of assets, net

 

 

643

 

 

 

160

 

 

 

46

 

Acquisitions

 

 

(166

)

 

 

(441

)

 

 

(1,047

)

Deferred sale proceeds received from HPT

 

 

 

 

 

51

 

 

 

 

Advances to and investments in affiliates

 

 

(74

)

 

 

(132

)

 

 

(49

)

Return on investment

 

 

 

 

 

3

 

 

 

 

Return on mortgage loan investment

 

 

 

 

 

82

 

 

 

1

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

Renewals and replacements

 

 

(303

)

 

 

(366

)

 

 

(327

)

Redevelopment and acquisition-related investments

 

 

(133

)

 

 

(272

)

 

 

(215

)

New development

 

 

(19

)

 

 

(6

)

 

 

 

Change in furniture, fixtures and equipment ("FF&E") replacement fund

 

 

(23

)

 

 

16

 

 

 

4

 

Property insurance proceeds

 

 

 

 

 

19

 

 

 

11

 

Cash used in investing activities

 

 

(75

)

 

 

(886

)

 

 

(1,576

)

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Financing costs

 

 

(4

)

 

 

(18

)

 

 

(23

)

Issuances of debt

 

 

550

 

 

 

900

 

 

 

955

 

Draws on credit facility

 

 

393

 

 

 

231

 

 

 

153

 

Term loan issuance

 

 

 

 

 

500

 

 

 

 

Repayment on credit facility

 

 

(207

)

 

 

(89

)

 

 

(90

)

Repurchase/redemption of senior notes

 

 

(801

)

 

 

(1,795

)

 

 

(404

)

Mortgage debt prepayments and scheduled maturities

 

 

(411

)

 

 

(113

)

 

 

(210

)

Scheduled principal repayments

 

 

(2

)

 

 

(2

)

 

 

(5

)

Issuance of common stock

 

 

303

 

 

 

274

 

 

 

323

 

Dividends on common stock

 

 

(313

)

 

 

(187

)

 

 

(70

)

Contributions from non-controlling interests

 

 

7

 

 

 

1

 

 

 

1

 

Distributions to non-controlling interests

 

 

(12

)

 

 

(7

)

 

 

(5

)

Change in restricted cash for financing activities

 

 

4

 

 

 

 

 

 

3

 

Cash provided by (used in) financing activities

 

 

(493

)

 

 

(305

)

 

 

628

 

Effects of exchange rate changes on cash held

 

 

(7

)

 

 

1

 

 

 

(1

)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

444

 

 

 

(409

)

 

 

(287

)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

417

 

 

 

826

 

 

 

1,113

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

861

 

 

$

417

 

 

$

826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Consolidated Financial Statements.

96


HOST HOTELS & RESORTS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

Years Ended December 31, 2013, 2012 and 2011

(in millions)

Supplemental schedule of noncash investing and financing activities:

During 2010, 20092013, 2012 and 2008,2011, Host Inc. issued approximately 1.20.3 million, 3.40.6 million and 8.80.3 million shares of common stock, respectively, upon the conversion of Host L.P. units, or OP units, held by non-controlling interests valued at $15$6  million, $18$10 million and $119$5 million, respectively.

In March 2013, holders of approximately $174 million of the 3.25% Exchangeable Debentures elected to exchange their debentures for approximately 11.7 million shares of Host Inc. common stock.

In November 2012, we contributed land with a book value of $11 million and a fair value of $36 million to a joint venture with Hyatt Residential Group to develop a vacation ownership project in Maui, Hawaii. We recorded an initial investment of $8 million related to our 67% ownership in the joint venture and a gain of $8 million related to the portion of the land attributable to Hyatt Residential Group’s 33% interest, for which we received cash of $12 million.

In June 2011, holders of approximately $134 million of the 3.25% Exchangeable Debentures elected to exchange their debentures for approximately 8.8 million shares of Host Inc. common stock.

On June 28, 2011, we transferred the Le Méridien Piccadilly to the Euro JV Fund II at a price of £64 million ($102 million), including the assumption of the associated £32 million ($52 million) mortgage. We also transferred the capital lease asset and corresponding liability associated with the building, each valued at £38 million ($61 million), to the Euro JV Fund II. We retained a 33.4% interest in the property through our general and limited partner interests in the Euro JV Fund II and received cash proceeds on the transfer of £25 million ($40 million).

On September 2, 2010,April 29, 2011, we acquired a 90%75% controlling interest in the W New York, Union Square hotel through a consolidated joint venture in which we are the controlling member.Hilton Melbourne South Wharf. In conjunction with the acquisition, the joint venture assumed a $115 million mortgage debt with a fair value of $119 million, and other liabilities of $8.5 million.

On July 22, 2010, we acquired a leasehold interest in the Le Méridien Piccadilly in London, England. In conjunctionconnection with the acquisition, we assumed a $51A$80 million (£33($86 million) of mortgage loan and recorded a $58 million (£38 million) capital lease obligation.

On December 18, 2009, Host Inc. issued 13.4 million shares of common stock valued at $140 million to its stockholders as part of its special common dividend.debt.

On March 12, 2008,17, 2011, we acquired the remaining limited partnership interests in Pacific Gateway Ltd., a subsidiary partnership of Host L.P., which owns theManchester Grand Hyatt San Diego, Marriott Hotel and Marina, and other economic rights formerly held by our partners, includingcertain related rights. In connection with the right to receive 1.7% of the hotel’s sales, in exchange for 5,575,540 OP Units. Theacquisition, Host Hotels & Resorts, L.P. issued approximately 0.3 million OP units were valued at $93 million based on the closing stock price on such date of Host Inc. of $16.68.approximately $6 million.

See Notes to Consolidated Financial Statements.

97


HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31, 20102013 and 20092012

(in millions)

 

 

2013

 

 

2012

 

ASSETS

 

Property and equipment, net

 

$

10,995

 

 

$

11,588

 

Due from managers

 

 

52

 

 

 

80

 

Advances to and investments in affiliates

 

 

415

 

 

 

347

 

Deferred financing costs, net

 

 

42

 

 

 

53

 

Furniture, fixtures and equipment replacement fund

 

 

173

 

 

 

154

 

Other

 

 

244

 

 

 

319

 

Restricted cash

 

 

32

 

 

 

36

 

Cash and cash equivalents

 

 

861

 

 

 

417

 

Total assets

 

$

12,814

 

 

$

12,994

 

 

 

 

 

 

 

 

 

 

LIABILITIES, LIMITED PARTNERSHIP INTERESTS OF THIRD PARTIES AND CAPITAL

 

Debt

 

 

 

 

 

 

 

 

Senior notes, including $371 million and $531 million, respectively, net of discount, of Exchangeable Senior Debentures

 

$

3,018

 

 

$

3,569

 

Credit facility, including the $500 million term loan

 

 

946

 

 

 

763

 

Mortgage debt

 

 

709

 

 

 

993

 

Other

 

 

86

 

 

 

86

 

Total debt

 

 

4,759

 

 

 

5,411

 

Accounts payable and accrued expenses

 

 

214

 

 

 

194

 

Other

 

 

389

 

 

 

372

 

Total liabilities

 

 

5,362

 

 

 

5,977

 

 

 

 

 

 

 

 

 

 

Limited partnership interests of third parties

 

 

190

 

 

 

158

 

 

 

 

 

 

 

 

 

 

Host Hotels & Resorts, L.P. capital:

 

 

 

 

 

 

 

 

General partner

 

 

1

 

 

 

1

 

Limited partner

 

 

7,236

 

 

 

6,812

 

Accumulated other comprehensive income (loss)

 

 

(9

)

 

 

12

 

Total Host Hotels & Resorts, L.P. capital

 

 

7,228

 

 

 

6,825

 

Non-controlling interests—consolidated partnerships

 

 

34

 

 

 

34

 

Total capital

 

 

7,262

 

 

 

6,859

 

Total liabilities, limited partnership interest of third parties and capital

 

$

12,814

 

 

$

12,994

 

 

 

 

 

 

 

 

 

 

 

   2010   2009 
ASSETS    

Property and equipment, net

  $10,514    $10,231  

Assets held for sale

   —       8  

Due from managers

   45     29  

Investments in affiliates

   148     153  

Deferred financing costs, net

   44     49  

Furniture, fixtures and equipment replacement fund

   152     124  

Other

   353     264  

Restricted cash

   41     53  

Cash and cash equivalents

   1,113     1,642  
          

Total assets

  $12,410    $12,553  
          
LIABILITIES, LIMITED PARTNERSHIP INTEREST OF THIRD PARTIES AND CAPITAL    

Debt

    

Senior notes, including $1,156 million and $1,123 million, respectively, net of discount, of Exchangeable Senior Debentures

  $4,249    $4,534  

Credit facility

   58     —    

Mortgage debt

   1,025     1,217  

Other

   145     86  
          

Total debt

   5,477     5,837  

Accounts payable and accrued expenses

   208     174  

Other

   203     194  
          

Total liabilities

   5,888     6,205  
          

Limited partnership interest of third parties.

   191     139  

Host Hotels & Resorts, L.P. capital:

    

General partner

   1     1  

Cumulative redeemable preferred limited partner

   —       97  

Limited partner

   6,276     6,077  

Accumulated other comprehensive income

   25     12  
          

Total Host Hotels & Resorts, L.P. capital

   6,302     6,187  

Non-controlling interests—consolidated partnerships

   29     22  
          

Total capital

   6,331     6,209  
          

Total liabilities, limited partnership interest of third parties and capital

  $12,410    $12,553  
          

See Notes to Consolidated Financial Statements.

98


HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

Years Ended December 31, 2010, 20092013, 2012 and 20082011

(in millions, except per common unit amounts)

 

 

2013

 

 

2012

 

 

2011

 

REVENUES

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

$

3,317

 

 

$

3,082

 

 

$

2,849

 

Food and beverage

 

 

1,503

 

 

 

1,419

 

 

 

1,336

 

Other

 

 

295

 

 

 

287

 

 

 

279

 

Owned hotel revenues

 

 

5,115

 

 

 

4,788

 

 

 

4,464

 

Other revenues

 

 

51

 

 

 

271

 

 

 

250

 

Total revenues

 

 

5,166

 

 

 

5,059

 

 

 

4,714

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Rooms

 

 

894

 

 

 

836

 

 

 

780

 

Food and beverage

 

 

1,095

 

 

 

1,049

 

 

 

993

 

Other departmental and support expenses

 

 

1,249

 

 

 

1,219

 

 

 

1,179

 

Management fees

 

 

222

 

 

 

199

 

 

 

181

 

Other property-level expenses

 

 

376

 

 

 

576

 

 

 

554

 

Depreciation and amortization

 

 

697

 

 

 

722

 

 

 

609

 

Corporate and other expenses

 

 

121

 

 

 

107

 

 

 

111

 

Gain on insurance settlements

 

 

 

 

 

(11

)

 

 

(2

)

Total operating costs and expenses

 

 

4,654

 

 

 

4,697

 

 

 

4,405

 

OPERATING PROFIT

 

 

512

 

 

 

362

 

 

 

309

 

Interest income

 

 

4

 

 

 

23

 

 

 

20

 

Interest expense

 

 

(304

)

 

 

(373

)

 

 

(371

)

Net gains on property transactions and other

 

 

33

 

 

 

13

 

 

 

7

 

Gain (loss) on foreign currency transactions and derivatives

 

 

3

 

 

 

(4

)

 

 

3

 

Equity in earnings (losses) of affiliates

 

 

(17

)

 

 

2

 

 

 

4

 

INCOME (LOSS) BEFORE INCOME TAXES

 

 

231

 

 

 

23

 

 

 

(28

)

Benefit (provision) for income taxes

 

 

(21

)

 

 

(31

)

 

 

1

 

INCOME (LOSS) FROM CONTINUING OPERATIONS

 

 

210

 

 

 

(8

)

 

 

(27

)

Income from discontinued operations, net of tax

 

 

115

 

 

 

71

 

 

 

11

 

NET INCOME (LOSS)

 

 

325

 

 

 

63

 

 

 

(16

)

Less: Net (income) loss attributable to non-controlling interests

 

 

(4

)

 

 

(1

)

 

 

1

 

NET INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.

 

$

321

 

 

$

62

 

 

$

(15

)

Basic earnings (loss) per common unit:

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

.28

 

 

$

(.01

)

 

$

(.04

)

Discontinued operations

 

 

.15

 

 

 

.10

 

 

 

.02

 

Basic earnings (loss) per common unit

 

$

.43

 

 

$

.09

 

 

$

(.02

)

Diluted earnings (loss) per common unit:

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

.28

 

 

$

(.01

)

 

$

(.04

)

Discontinued operations

 

 

.15

 

 

 

.10

 

 

 

.02

 

Diluted earnings (loss) per common unit

 

$

.43

 

 

$

.09

 

 

$

(.02

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   2010  2009  2008 

REVENUES

    

Rooms

  $2,668   $2,490   $3,106  

Food and beverage

   1,293    1,236    1,547  

Other

   277    311    347  
             

Total revenues for owned hotels

   4,238    4,037    5,000  

Other revenues

   199    107    119  
             

Total revenues

   4,437    4,144    5,119  
             

EXPENSES

    

Rooms

   736    683    762  

Food and beverage

   967    935    1,132  

Other departmental and support expenses

   1,154    1,102    1,252  

Management fees

   171    158    241  

Other property-level expenses

   489    386    384  

Depreciation and amortization

   592    615    555  

Corporate and other expenses

   108    116    58  

Gain on insurance settlement

   (3  —      (7
             

Total operating costs and expenses

   4,214    3,995    4,377  
             

OPERATING PROFIT

   223    149    742  

Interest income

   8    7    20  

Interest expense

   (384  (379  (375

Net gains on property transactions and other

   1    14    2  

Gain (loss) on foreign currency transactions and derivatives

   (6  5    1  

Equity in losses of affiliates

   (1  (32  (10
             

INCOME (LOSS) BEFORE INCOME TAXES

   (159  (236  380  

Benefit for income taxes

   31    39    3  
             

INCOME (LOSS) FROM CONTINUING OPERATIONS

   (128  (197  383  

Income (loss) from discontinued operations, net of tax

   (4  (61  31  
             

NET INCOME (LOSS)

   (132  (258  414  

Less: Net (income) loss attributable to non-controlling interests

   —      1    (3
             

NET INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.

   (132  (257  411  

Less: Distributions on preferred units

   (4  (9  (9

Issuance costs of redeemed preferred units

   (4  —      —    
             

NET INCOME (LOSS) AVAILABLE TO COMMON UNITHOLDERS

  $(140 $(266 $402  
             

Basic earnings (loss) per common unit:

    

Continuing operations

  $(.21 $(.34 $.68  

Discontinued operations

   —      (.10  .06  
             

Basic earnings (loss) per common unit

  $(.21 $(.44 $.74  
             

Diluted earnings (loss) per common unit:

    

Continuing operations

  $(.21 $(.35 $.66  

Discontinued operations

   —      (.10  .06  
             

Diluted earnings (loss) per common unit

  $(.21 $(.45 $.72  
             

See Notes to Consolidated Financial Statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF

CAPITAL AND COMPREHENSIVE INCOME (LOSS)

Years ended December 31, 2010, 2009 and 2008

(in millions)

 

        Preferred
Limited
Partner
  General
Partner
  Limited
Partner
  Accumulated
Other
Comprehensive
Income
  Non-controlling
Interests of
Consolidated
Partnerships
  Limited
Partnership
Interests of
Third Parties
  Comprehensive
Income (Loss)
 

OP Units Outstanding

          

Preferred

  Common          
 4.0    522.6   

Balance, December 31, 2007

  97    1    5,281    45    28    312   
 —      —     

Net income

  —      —      395    —      3    16   $414  
 —      —     

Issuance of common OP units

  —      —      —      —      —      92   
 —      8.8   

Redemptions of limited partner interests for common stock

  —      —      92    —      —      (92 
 —      —     

Other changes in ownership

  —      —      156    —      —      (156 
 —      —     

Other comprehensive income (loss):

       
 —      —     

Foreign currency translation and other comprehensive income of unconsolidated affiliates

  —      —      —      (46  —      —      (46
 —      —     

Change in fair value of derivative instruments

  —      —      —      6    —      —      6  
            
 —      —     

Comprehensive income (loss)

       $374  
            
 —      0.4   

Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans

  —      —      7    —      —      —     
 —      —     

Distributions on common OP units

  —      —      (338  —      —      (14 
 —      —     

Distributions on preferred OP units

  —      —      (9  —      —      —     
 —      —     

Distributions to non-controlling interests of consolidated partnerships

  —      —      —      —      (7  —     
 —      (6.5 

Repurchase of common OP units

  —      —      (99  —      —      —     
                                 
 4.0    525.3   

Balance, December 31, 2008

 $97   $1   $5,485   $5   $24   $158   
                                 

See Notes to Consolidated Financial Statements.

HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF

CAPITAL AND COMPREHENSIVE INCOME (LOSS)–(Continued)

Years ended December 31, 2010, 2009 and 2008

(in millions)

 

        Preferred
Limited
Partner
  General
Partner
  Limited
Partner
  Accumulated
Other
Comprehensive
Income
  Non-controlling
Interests of
Consolidated
Partnerships
  Limited
Partnership
Interests of
Third Parties
  Comprehensive
Income (Loss)
 
OP Units Outstanding          

Preferred

  Common          
 4.0    525.3   

Balance, December 31, 2008

 $97   $1   $5,485   $5   $24   $158   
 —      —     

Net loss

  —      —      (252  —      (1  (5 $(258
 —      —     

Unrealized loss on HMS Host common stock

  —      —      —      (4  —      —      (4
 —      —     

Other changes in ownership

  —      —      (19  —      —      19   
 —      —     

Other comprehensive income (loss):

       
 —      —     

Foreign currency translation and other comprehensive income of unconsolidated affiliates

  —      —      —      15    —      —      15  
 —      —     

Change in fair value of derivative instruments

  —      —      —      (4  —      —      (4
            
 —      —     

Comprehensive income (loss)

       $(251
            
 —      103.6   

Common OP unit issuances

  —      —      767    —      —      —     
 —      .4   

Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans

  —      —      6    —      —      —     
 —      —     

Distributions on common OP units

  —      —      (16  —      —      —     
 —      —     

Distributions on preferred OP units

  —      —      (9  —      —      —     
 —      —     

Issuance of 2009 Exchangeable Senior Debentures

  —      —      82    —      —      —     
 —      3.4   

Redemptions of limited partnership interests of third parties

  —      —      33    —      —      (33 
 —      —     

Contributions from non-controlling interests of consolidated partnerships

  —      —      —      —      1    —     
 —      —     

Distributions to non-controlling interests of consolidated partnerships

  —      —      —      —      (2  —     
                                    
 4.0    632.7   

Balance, December 31, 2009

 $97   $1   $6,077   $12   $22   $139   
                                    

See Notes to Consolidated Financial Statements.

99


HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF

CAPITAL AND COMPREHENSIVE INCOME (LOSS)–(Continued)

Years endedEnded December 31, 2010, 20092013, 2012 and 20082011

(in millions)

 

 

2013

 

 

2012

 

 

2011

 

NET INCOME (LOSS)

 

$

325

 

 

$

63

 

 

$

(16

)

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates

 

 

(18

)

 

 

20

 

 

 

(27

)

Change in fair value of derivative instruments

 

 

(3

)

 

 

(7

)

 

 

1

 

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX

 

 

(21

)

 

 

13

 

 

 

(26

)

COMPREHENSIVE INCOME (LOSS)

 

 

304

 

 

 

76

 

 

 

(42

)

Less: Comprehensive (income) loss attributable to non-controlling interests

 

 

(4

)

 

 

(1

)

 

 

1

 

COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO HOST HOTELS & RESORTS, L.P.

 

$

300

 

 

$

75

 

 

$

(41

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

        Preferred
Limited
Partner
  General
Partner
  Limited
Partner
  Accumulated
Other
Comprehensive
Income
  Non-controlling
Interests of
Consolidated
Partnerships
  Limited
Partnership
Interests of
Third Parties
  Comprehensive
Income (Loss)
 
OP Units Outstanding          

Preferred

  Common          
 4.0    632.7   

Balance, December 31, 2009

 $97   $1   $6,077   $12   $22   $139   
 —      —     

Net loss

  —      —      (130  —      —      (2 $(132
 —      —     

Other changes in ownership

  —      —      (69  —      —      69   
 —      —     

Other comprehensive income (loss):

       
 —      —     

Foreign currency translation and other comprehensive income of unconsolidated affiliates

  —      —      —      8    —      —      8  
 —      —     

Change in fair value of derivative instruments

  —      —      —      5    —      —      5  
            
 —      —     

Comprehensive income (loss)

       $(119
            
 —      26.4   

Common OP unit issuances

  —      —      407    —      —      —     
 —      1.1   

Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans

  —      —      10    —      —      —     
 —      —     

Distribution on common OP unit

  —      —      (26  —      —      —     
 —      —     

Distribution on preferred OP unit

  —      —      (4  —      —      —     
 (4.0)    —     

Redemption of preferred units

  (97  —      (4  —      —      —     
 —      1.2   

Redemptions of limited partnership interests of third parties

  —      —      15    —      —      (15 
 —      —     

Contributions from non-controlling interests of consolidated partnerships

  —      —      —      —      11    —     
 —      —     

Distributions to non-controlling interests of consolidated partnerships

  —      —      —      —      (4  —     
                                    
 —      661.4   

Balance, December 31, 2010

 $—     $1   $6,276   $25   $29   $191   
                                    

See Notes to Consolidated Financial Statements.

100


HOST HOTELS & RESORTS, L.P. AND SUBISIDARIES

CONSOLIDATED STATEMENTS OF CAPITAL

Years Ended December 31, 2013, 2012 and 2011

(in millions)

Common OP Units Outstanding

 

 

 

 

General Partner

 

 

Limited Partner

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

Non-controlling Interests of Consolidated Partnerships

 

 

Limited Partnership Interests of Third Parties

 

 

661.4

 

 

Balance, December 31, 2010

 

$

1

 

 

$

6,276

 

 

$

25

 

 

$

29

 

 

$

191

 

 

 

 

Net loss

 

 

 

 

 

(15

)

 

 

 

 

 

(1

)

 

 

 

 

 

Other changes in ownership

 

 

 

 

 

33

 

 

 

 

 

 

 

 

 

(33

)

 

 

 

Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates

 

 

 

 

 

 

 

 

(27

)

 

 

 

 

 

 

 

 

 

Change in fair value of derivative instruments

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

27.3

 

 

Common OP unit issuances

 

 

 

 

 

460

 

 

 

 

 

 

 

 

 

6

 

 

1.3

 

 

Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans

 

 

 

 

 

17

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions on common OP units

 

 

 

 

 

(99

)

 

 

 

 

 

 

 

 

(1

)

 

0.3

 

 

Redemptions of limited partnership interests of third parties

 

 

 

 

 

5

 

 

 

 

 

 

 

 

 

(5

)

 

 

 

Contributions from non-controlling interests of consolidated partnerships

 

 

 

 

 

 

 

 

 

 

 

12

 

 

 

 

 

 

 

Distributions to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

690.3

 

 

Balance, December 31, 2011

 

$

1

 

 

$

6,677

 

 

$

(1

)

 

$

36

 

 

$

158

 

 

 

 

Net income

 

 

 

 

 

61

 

 

 

 

 

 

1

 

 

 

1

 

 

 

 

Other changes in ownership

 

 

 

 

 

(12

)

 

 

 

 

 

 

 

 

12

 

 

 

 

Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates

 

 

 

 

 

 

 

 

20

 

 

 

 

 

 

 

 

 

 

Change in fair value of derivative instruments

 

 

 

 

 

 

 

 

(7

)

 

 

 

 

 

 

 

17.1

 

 

Common OP unit issuances

 

 

 

 

 

274

 

 

 

 

 

 

 

 

 

 

 

1.4

 

 

Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans

 

 

 

 

 

18

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions on common OP units

 

 

 

 

 

(216

)

 

 

 

 

 

 

 

 

(3

)

 

0.6

 

 

Redemptions of limited partnership interests of third parties

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

(10

)

 

 

 

Contributions from non-controlling interests of consolidated partnerships

 

 

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

Distributions to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

(4

)

 

 

 

 

709.4

 

 

Balance, December 31, 2012

 

$

1

 

 

$

6,812

 

 

$

12

 

 

$

34

 

 

$

158

 

 

 

 

Net income

 

 

 

 

 

317

 

 

 

 

 

 

4

 

 

 

4

 

 

 

 

Other changes in ownership

 

 

 

 

 

(38

)

 

 

 

 

 

(3

)

 

 

38

 

 

 

 

Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates

 

 

 

 

 

 

 

 

(18

)

 

 

 

 

 

 

 

 

 

Change in fair value of derivative instruments

 

 

 

 

 

 

 

 

(3

)

 

 

 

 

 

 

 

28.1

 

 

Common OP unit issuances

 

 

 

 

 

477

 

 

 

 

 

 

 

 

 

 

 

1.1

 

 

Units issued to Host Inc. for the comprehensive stock and employee stock purchase plans

 

 

 

 

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions on common OP units

 

 

 

 

 

(346

)

 

 

 

 

 

 

 

 

(4

)

 

0.3

 

 

Redemptions of limited partnership interests of third parties

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

(6

)

 

 

 

Contributions from non-controlling interests of consolidated partnerships

 

 

 

 

 

 

 

 

 

 

 

7

 

 

 

 

 

 

 

Distributions to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

(8

)

 

 

 

 

738.9

 

 

Balance, December 31, 2013

 

$

1

 

 

$

7,236

 

 

$

(9

)

 

$

34

 

 

$

190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See Notes to Consolidated Financial Statements.

101


HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2010, 20092013, 2012 and 20082011

(in millions)

 

 

2013

 

 

2012

 

 

2011

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

325

 

 

$

63

 

 

$

(16

)

Adjustments to reconcile to cash provided by operations:

 

 

 

 

 

 

 

 

 

 

 

 

Discontinued operations:

 

 

 

 

 

 

 

 

 

 

 

 

Gain on dispositions

 

 

(97

)

 

 

(48

)

 

 

 

Depreciation

 

 

10

 

 

 

32

 

 

 

46

 

Depreciation and amortization

 

 

697

 

 

 

722

 

 

 

609

 

Amortization of finance costs, discounts and premiums, net

 

 

25

 

 

 

13

 

 

 

30

 

Non-cash loss on extinguishment of debt

 

 

13

 

 

 

9

 

 

 

4

 

Stock compensation expense

 

 

18

 

 

 

16

 

 

 

19

 

Deferred income taxes

 

 

6

 

 

 

17

 

 

 

(11

)

Net gains on property transactions and other

 

 

(33

)

 

 

(13

)

 

 

(7

)

(Gain) loss on foreign currency transactions and derivatives

 

 

(3

)

 

 

4

 

 

 

(3

)

Gain on property insurance settlement

 

 

 

 

 

(2

)

 

 

 

Equity in (earnings) losses of affiliates

 

 

17

 

 

 

(2

)

 

 

(4

)

Change in due from managers

 

 

21

 

 

 

(42

)

 

 

 

Changes in other assets

 

 

39

 

 

 

11

 

 

 

(8

)

Changes in other liabilities

 

 

(19

)

 

 

1

 

 

 

3

 

Cash provided by operating activities

 

 

1,019

 

 

 

781

 

 

 

662

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from sales of assets, net

 

 

643

 

 

 

160

 

 

 

46

 

Acquisitions

 

 

(166

)

 

 

(441

)

 

 

(1,047

)

Deferred sale proceeds received from HPT

 

 

 

 

 

51

 

 

 

 

Advances to and investments in affiliates

 

 

(74

)

 

 

(132

)

 

 

(49

)

Return on investment

 

 

 

 

 

3

 

 

 

 

Return on mortgage loan investment

 

 

 

 

 

82

 

 

 

1

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

Renewals and replacements

 

 

(303

)

 

 

(366

)

 

 

(327

)

Redevelopment and acquisition-related investments

 

 

(133

)

 

 

(272

)

 

 

(215

)

New development

 

 

(19

)

 

 

(6

)

 

 

 

Change in furniture, fixtures and equipment ("FF&E") replacement fund

 

 

(23

)

 

 

16

 

 

 

4

 

Property insurance proceeds

 

 

 

 

 

19

 

 

 

11

 

Cash used in investing activities

 

 

(75

)

 

 

(886

)

 

 

(1,576

)

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

 

Financing costs

 

 

(4

)

 

 

(18

)

 

 

(23

)

Issuances of debt

 

 

550

 

 

 

900

 

 

 

955

 

Draws on credit facility

 

 

393

 

 

 

231

 

 

 

153

 

Term loan issuance

 

 

 

 

 

 

500

 

 

 

 

Repayment on credit facility

 

 

(207

)

 

 

(89

)

 

 

(90

)

Repurchase/redemption of senior notes

 

 

(801

)

 

 

(1,795

)

 

 

(404

)

Mortgage debt prepayments and scheduled maturities

 

 

(411

)

 

 

(113

)

 

 

(210

)

Scheduled principal repayments

 

 

(2

)

 

 

(2

)

 

 

(5

)

Issuance of common OP units

 

 

303

 

 

 

274

 

 

 

323

 

Distributions on common OP units

 

 

(317

)

 

 

(190

)

 

 

(71

)

Contributions from non-controlling interests

 

 

7

 

 

 

1

 

 

 

1

 

Distributions to non-controlling interests

 

 

(8

)

 

 

(4

)

 

 

(4

)

Change in restricted cash for financing activities

 

 

4

 

 

 

 

 

 

3

 

Cash provided by (used in) financing activities

 

 

(493

)

 

 

(305

)

 

 

628

 

Effects of exchange rate changes on cash held

 

 

(7

)

 

 

1

 

 

 

(1

)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

444

 

 

 

(409

)

 

 

(287

)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

417

 

 

 

826

 

 

 

1,113

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

861

 

 

$

417

 

 

$

826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   2010  2009  2008 

OPERATING ACTIVITIES

    

Net income (loss)

  $(132 $(258 $414  

Adjustments to reconcile to cash provided by operations:

    

Discontinued operations:

    

(Gain) loss on dispositions

   2    (26  (24

Depreciation

   1    88    27  

Depreciation and amortization

   592    615    555  

Amortization of deferred financing costs

   12    14    12  

Amortization of debt premiums/discounts, net

   31    31    33  

Deferred income taxes

   (36  (38  (8

Net gains on property transactions and other

   (1  (14  (2

(Gain) loss on foreign currency transactions and derivatives

   6    (5  (1

Non-cash loss (gain) on extinguishment of debt

   1    (5  (14

Equity in (earnings) losses of affiliates

   1    32    10  

Distributions from equity investments

   2    1    3  

Change in due from managers

   (9  34    41  

Change in restricted cash for operating activities

   (25  —      —    

Changes in other assets

   44    (12  —    

Changes in other liabilities

   31    95    (26
             

Cash provided by operating activities

   520    552    1,020  
             

INVESTING ACTIVITIES

    

Proceeds from sales of assets, net

   12    199    38  

Acquisitions

   (342  —      —    

Deposits for acquisitions

   (38  —      —    

Proceeds from sale of interest in CBM Joint Venture LLC

   —      13    —    

Deferred sale proceeds received from HPT

   17    —      —    

Investment in affiliates

   (1  (7  (77

Return of capital from investments in affiliates

   —      39    —    

Purchase of mortgage note on a portfolio of hotels

   (53  —      —    

Capital expenditures:

    

Renewals and replacements

   (195  (164  (374

Repositionings and other investments

   (114  (176  (298

Change in furniture, fixtures & equipment (FF&E) replacement fund

   (17  (6  3  

Change in FF&E replacement funds designated as restricted cash

   22    (14  6  

Property insurance proceeds

   3    —      —    

Other

   —      —      (14
             

Cash used in investing activities

   (706  (116  (716
             

FINANCING ACTIVITIES

    

Financing costs

   (10  (20  (8

Issuances of debt

   500    906    300  

Draws on credit facility

   56    —      410  

Repayment on credit facility

   —      (410  —    

Repurchase/redemption of senior notes, including exchangeable debentures

   (821  (139  (82

Mortgage debt prepayments and scheduled maturities

   (364  (342  (245

Scheduled principal repayments

   (13  (14  (16

Common OP unit issuance

   406    767    —    

Common OP unit repurchase

   —      —      (100

Redemption of preferred OP units

   (101  —      —    

Distributions on common OP units

   (20  (43  (542

Distributions on preferred OP units

   (6  (9  (9

Distributions to non-controlling interests

   (4  (2  (8

Contributions from non-controlling interests

   11    —      —    

Change in restricted cash for financing activities

   23    4    16  
             

Cash provided by (used in) financing activities

   (343  698    (284
             

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

   (529  1,134    20  

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

   1,642    508    488  
             

CASH AND CASH EQUIVALENTS, END OF YEAR

  $1,113   $1,642   $508  
             

See Notes to Consolidated Financial Statements.

102


HOST HOTELS & RESORTS, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2010, 20092013, 2012 and 20082011

(in millions)

Supplemental schedule of noncash investing and financing activities:

During 2010, 20092013, 2012 and 2008,2011, non-controlling partners converted common operating partnership units (“OP units”) valued at $15$6 million, $18$10 million and $119$5 million, respectively, in exchange for 1.20.3 million, 3.40.6 million and 8.80.3 million shares, respectively, of Host Inc. common stock.

In March 2013, holders of approximately $174 million of the 3.25% Exchangeable Debentures elected to exchange their debentures for approximately 11.7 million shares of Host Inc. common stock. In connection with the debentures exchanged for Host Inc. common stock, Host L.P. issued 11.5 million common OP units.

In November 2012, we contributed land with a book value of $11 million and a fair value of $36 million to a joint venture with Hyatt Residential Group to develop a vacation ownership project in Maui, Hawaii. We recorded an initial investment of $8 million related to our 67% ownership in the joint venture and a gain of $8 million related to the portion of the land attributable to Hyatt Residential Group’s 33% interest, for which we received cash of $12 million.

In June 2011, holders of approximately $134 million of the 3.25% Exchangeable Debentures elected to exchange their debentures for approximately 8.8 million shares of Host Inc. common stock.  In connection with the debentures exchanged for Host Inc. common stock, Host L.P. issued 8.6 common OP units.

On June 28, 2011, we transferred the Le Méridien Piccadilly to the Euro JV Fund II at a price of £64 million ($102 million), including the assumption of the associated £32 million ($52 million) mortgage. We also transferred the capital lease asset and corresponding liability associated with the building, each valued at £38 million ($61 million), to the Euro JV Fund II. We retained a 33.4% interest in the property through our general and limited partner interests in the Euro JV Fund II and received cash proceeds on the transfer of £25 million ($40 million).

On September 2, 2010,April 29, 2011, we acquired a 90%75% controlling interest in the W New York, Union Square hotel through a consolidated joint venture in which we are the controlling member.Hilton Melbourne South Wharf. In conjunction with the acquisition, the joint venture assumed a $115 million mortgage debt with a fair value of $119 million, and other liabilities of $8.5 million.

On July 22, 2010, we acquired a leasehold interest in the Le Méridien Piccadilly in London, England. In conjunctionconnection with the acquisition, we assumed a $51A$80 million (£33($86 million) of mortgage loan and recorded a $58 million (£38 million) capital lease obligation.debt.

On March 12, 2008,17, 2011, we acquired the remaining limited partnership interests in Pacific Gateway Ltd., a subsidiary partnership of Host L.P., which owns theManchester Grand Hyatt San Diego, Marriott Hotel and Marina, and other economic rights formerly held by our partners, includingcertain related rights. In connection with the right to receive 1.7% of the hotel’s sales, in exchange for 5,575,540 OP units. Theacquisition, Host Hotels & Resorts, L.P. issued approximately 0.3 million OP units were valued at $93 million based on the closing stock price on such date of Host Inc., of $16.68.approximately $6 million.

See Notes to Consolidated Financial Statements.

103


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Description of Business

Host Hotels & Resorts, Inc. operates as a self-managed and self-administered real estate investment trust, or REIT, with its operations conducted solely through Host Hotels & Resorts, L.P. and its subsidiaries. Host Hotels & Resorts, L.P., a Delaware limited partnership, operates through an umbrella partnership structure, with Host Hotels & Resorts, Inc., a Maryland corporation, as its sole general partner. In the notes to the financial statements, we use the terms “we” or “our” to refer to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. together, unless the context indicates otherwise. We also use the term “Host Inc.” to refer specifically refer to Host Hotels & Resorts, Inc. and the term “Host L.P.” to refer specifically refer to Host Hotels & Resorts, L.P. (and its consolidated subsidiaries) in cases where it is important to distinguish between Host Inc. and Host L.P. Host Inc. holds approximately 98.4%98.7% of Host L.P.’s partnership interests, or OP units.

Consolidated Portfolio

As of December 31, 2010, we owned, or had controlling interests2013, the hotels in 113 luxuryour consolidated portfolio are located in the following countries:

Hotels

United States

100

Australia

1

Brazil

1

Canada

3

Chile

2

Mexico

1

New Zealand

7

Total

115

European Joint Venture

We own a non-controlling interest in a joint venture in Europe (“Euro JV”) that owns hotels in two separate funds. We own a 32.1% interest in the first fund (“Euro JV Fund I”) (11 hotels) and upper upscale hotel lodging propertiesa 33.4% interest in the second fund (“Euro JV Fund II”) (8 hotels).

As of December 31, 2013, the Euro JV hotels are located throughoutin the United States, Rio de Janeiro, Brazil, Santiago, Chile, Torontofollowing countries:

Hotels

Belgium

3

France

4

Germany

1

Italy

3

Poland

1

Spain

2

Sweden

1

The Netherlands

2

United Kingdom

2

Total

19

Asia/Pacific Joint Venture

We have a 25% non-controlling interest in a joint venture in Asia (“Asia/Pacific JV”) that owns the 278-room Four Points by Sheraton, Perth, in Australia. The Asia/Pacific JV also has a non-controlling interest in a joint venture in India that is investing in seven hotels, two in Bangalore and Calgary, Canada, Mexico City, Mexico and London, United Kingdom, operated primarily under the Marriott®, Ritz-Carlton®, Hyatt®, Fairmont®, Four Seasons®, Hilton®, Westin®, Sheraton®, W®, Le Méridien®, St. Regis®, Swissôtel®, Delta® and The Luxury Collection® brand names.five that are in various stages of development.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements include the consolidated accounts of Host Inc., Host L.P. and their subsidiaries and controlled affiliates, including joint ventures and partnerships. We consolidate subsidiaries when we have the ability

104


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

to direct the activities that most significantly impact the economic performance of the entity. For those partnerships and joint ventures where we are the general partner, we review the rights of the limited partners to determine if those rights would precludeovercome the assumptionpresumption of control as the general partner. Limited partner rights which would precludeovercome presumption of control by the general partner include the substantive ability to dissolve (liquidate) the limited partnership or otherwise remove the general partners without cause and substantive participating rights over activities considered most significant to the business of the partnership or joint venture, primarily through voting rights.

We also evaluate our subsidiaries to determine if they should be consideredare variable interest entities (“VIEs)VIEs”). If a subsidiary is a VIE, it is subject to the consolidation framework specifically for VIEs. Based on these guidelines, typicallyTypically, the entity that has the power to direct the activities that most significantly impact the economic performance would consolidate the VIE. We consider an entity a VIE if equityequity investors own an interest therein that does not have the characteristics of a controlling financial interest or if such investors do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. In accordance with ASC 810, we reviewedWe review our subsidiaries at least annually to determine if (i) any of our subsidiaries or affiliatesthey should be considered VIEs, and (ii) whether we should change our consolidation determination based on changes in the characteristics of these entities.

Use of Estimates in the Preparation of Financial Statements

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

Cash and Cash Equivalents

We consider all highly liquid investments with a maturity of 90 daysthree months or less at the date of purchase to be cash equivalents.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIESRestricted Cash

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Restricted Cash

Restricted cash includes reserves for debt service, real estate taxes, insurance, furniture, fixtures and equipment replacement, as well as cash collateral and excess cash flow deposits due to mortgage debt agreement restrictions and provisions, as well asand a reserve required reserve for potential legal damages. For purposes of the statements of cash flows, changes in restricted cash caused by changes in required legal reserves are shown as operating activities. Changes in restricted cash caused by using such funds for furniture, fixturefixtures and equipment replacement are shown as investing activities. The remaining changes in restricted cash are the direct result of restrictions under our loan agreements and as such, are reflected in cash flows from financing activities.

Property and Equipment

Generally, property and equipment is recorded at cost. For newly developed properties we develop, cost includes interest and real estate taxes incurred during development and construction. For property and equipment acquired in a business combination, we record the assets based on their fair value as of the acquisition date. Replacements and improvements and capital leases are capitalized, while repairs and maintenance are expensed as incurred. We depreciate our property and equipment using the straight-line method over the estimated useful lives of the assets, generally 40 years for buildings and three to ten years for furniture and equipment.assets. Leasehold improvements are amortized over the shorter of the lease term or the useful lives of the related assets.

We capitalize certain inventory (such as china, glass, silver, linen) at the time of a hotel opening or acquisition, or when significant inventory is purchased (in conjunction with a major rooms renovation or when the number of rooms or meeting space at a hotel is expanded). These amounts are then amortized over the estimated useful life of three years. Subsequent replacement purchases are expensed when placed in service.

We maintain a furniture, fixtures and equipment replacement fund for renewal and replacement capital expenditures at certain hotels, which generally is generally funded with approximately 5% of property revenues.

We analyze our assetsconsolidated properties for impairment when events or circumstances occur that indicate the carrying value may not be recoverable. We consider a property to be impaired when the sum of the future undiscounted cash flows over our remaining estimated holding period is less than the carrying value of the asset.asset. We test for impairment in several situations, including when a property has a current or projected loss from operations, when it becomes more likely than not that a hotel will be sold before the end of its previously estimated useful life, or when other events, trends, contingencies or changes in circumstances indicate that a triggering event has occurred and an asset’sthe carrying value of an asset may not be recoverable. For impaired assets, we record an impairment chargeexpense equal to the excess of the property’sasset’s carrying value over its fair value. In the evaluation of the impairment of our assets, we make

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

many assumptions and estimates, including assumptions onof the projected cash flows, both from operations and the eventual disposition, the expected useful life and holding period of the asset, the future required capital expenditures and fair values, including consideration of capitalization rates, discount rates and comparable selling prices.prices, as well as available third-party appraisals. During 2013 and 2012, we recognized impairment expenses of $1 million and $60 million, respectively, each on one property, which impairment expenses are included in depreciation and amortization, based on changes in estimated holding periods.

We perform a similar analysis for our equity method investments for impairment based on the occurrence of triggering events that would indicate that the carrying amount of the investment exceeds its fair value on an other-than-temporary basis. Triggering events can include a decline in distributable cash flows from the investment, a change in the expected useful life or other significant events which would decrease the value of the investment. Our investments primarily consist of joint ventures which own hotel properties; therefore, we generally will have few observable inputs and will determine fair value based on a discounted cash flow analysis of the investment, as well as consideration of the impact of other elements (i.e. control premiums, etc.). If an equity method investment is impaired and that impairment is determined to be other than temporary, an expense is recorded for the difference between the fair value and the carrying value of the investment.

We will classify a hotel as held for sale when the sale of the assetthereof is probable, will be completed within one year and actions to complete the sale unlikely are unlikely to change or that the sale will be withdrawn. Accordingly, wenot occur. We typically classify assets as held for sale when Host Inc.’s Board of Directors has approved the sale, a binding agreement to purchasesell the property has been signed under which the buyer has committed a significant amount of nonrefundable cash, and no significant financing contingencies exist which could prevent the transaction from being completed in a timely manner. If these criteria are met, we will cease recording depreciation and will record an impairment lossexpense if the fair value less costs to sell is lowerless than the carrying amount of the hotel. We will classify the loss,impairment expense, together with the related operating results, including interest expense on debt assumed by the buyer or that is required to be repaid as a result of the sale, as discontinued operations on our consolidated statements of operations and classify the assets and related liabilities as held for sale on the balance sheet. Gains on sales of properties are recognized at the time of sale or deferred and recognized as income in subsequent periods as conditions requiring deferral are satisfied or expire without further cost to us.

We recognize the fair value of any liability for conditional asset retirement obligations, including environmental remediation liabilities, when incurred, which generally is generally upon acquisition, construction, or development and/or through the normal operation of the asset, if sufficient information exists withwith which to reasonably estimate the fair value of the obligation.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Intangible Assets and Liabilities

Intangible Assets

In conjunction with our acquisition of hotel properties,acquisitions, we may identify intangible assets.assets and liabilities. Identifiable intangible assets areand liabilities typically include contracts, including ground and retail leases and management and franchise agreements, which are recorded at fair value, although no value is generally allocated to contracts which are at market terms.value. These contract values are based on the present value of the difference between contractual amounts to be paid pursuant to the contracts acquired and our estimate of the fair value of contract rates for corresponding contracts measured over the period equal to the remaining non-cancelable term of the contract. Intangible assets and liabilities are amortized using the straight-line method over the remaining non-cancelable term of the related agreements.

Non-Controlling Interests

Non-Controlling Interests

Other Consolidated Partnerships.As of December 31, 2010,2013, we consolidate fourfive majority-owned partnerships that have third-party, non-controlling ownership interests. The third-party partnership interests are included in non-controlling interest-other consolidated partnerships on the consolidated balance sheets and totaled $29 million and $22$34 million as of December 31, 20102013 and 2009, respectively. Three2012. Two of the partnerships have finite lives ranging from 99 to 100 years that terminate between 2081 and 2095, and the associated non-controlling interests are mandatorily redeemable at the end of, but not prior to, the finite life. At December 31, 20102013 and 2009,2012, the fair values of the non-controlling interests in the partnerships with finite lives were approximately $65$68 million and $44$65 million, respectively.

Net income (loss) attributable to non-controlling interests of consolidated partnerships is included in our determination of net income (loss). However, netNet income (loss) has been reduced by the amount attributable to non-controlling interests of third parties which totaled $(0.4)is $4 million, $1 million and $(3)$(1) million for the years ended December 31, 2010, 20092013, 2012 and 2008, respectively, in the determination of net income (loss) attributable to Host Inc. and Host L.P.2011, respectively.

Host Inc.’s treatment of the non-controlling interests of Host L.P.:Host Inc. adjusts the non-controlling interests of Host L.P. each period so that the amount presented equals the greater of its carrying value based on the accumulatedits historical cost or its redemption value. The historical cost is based on the proportional relationship between the historical cost of equity held by our common stockholders relative to that of the unitholders of Host L.P. The redemption value is based on the amount of cash or Host Inc. stock, at our option, that would be paid to the non-controlling interests of Host L.P. if it were terminated. Therefore, weWe have assumedestimated that the redemption value is equivalent to the number of shares issuable upon conversion of the outside OP units currently owned by unrelated third parties (one OP unit

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

may be exchanged for 1.021494 shares of Host Inc. common stock) valued at the market price of Host Inc. common stock at the balance sheet date. Subsequent to the stock dividend issued in 2009 (see Note 5 – “Stockholders’ Equity of Host Inc. and Partners’ Capital of Host L.P.”), one OP unit may now be exchanged into 1.021494 shares of Host Inc. common stock. Non-controlling interests of Host L.P. are classified in the mezzanine section of the balance sheet as they do not meet the requirements for equity classification because the redemption feature requires the delivery of registered shares.

The table below details the historical cost and redemption values for the non-controlling interests (in millions):interests:

 

  As of December 31, 

 

As of December 31,

 

  2010   2009 

 

2013

 

 

2012

 

OP units outstanding (millions)

   10.5     11.7  

 

 

9.5

 

 

 

9.9

 

Market price per Host Inc. common share

  $17.87    $11.67  

 

$

19.44

 

 

$

15.67

 

Shares issuable upon conversion of one OP unit

   1.021494     1.021494  

 

 

1.021494

 

 

 

1.021494

 

Redemption value (millions)

  $191    $139  

 

$

190

 

 

$

158

 

Historical cost (millions)

  $101    $113  

 

 

95

 

 

 

96

 

Book value (millions) (1)

  $191    $139  

 

 

190

 

 

 

158

 

 

(1)

The book value recorded is equal to the greater of the redemption value or the historical cost.

Net income (loss) is allocated to the non-controlling interests of Host L.P. based on their weighted average ownership percentage during the period. Net income (loss) attributable to Host Inc. has been reduced by the amount attributable to non-controlling interests in Host L.P., which totaled $2$4 million, $5$1 million and $(16)$(0.2) million for 2010, 20092013, 2012 and 2008,2011, respectively.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Distributions from Investments in Affiliates

We classify the distributions from our equity investments in the statements of cash flows based upon an evaluation of the specific facts and circumstances of each distribution in order to determine its nature.distribution. For example, distributions from cash generated by property operations are classified as cash flows from operating activities. However, distributions received as a result of property sales would beare classified as cash flows from investing activities.activities.

Income Taxes

Other-than-Temporary Impairments

We review our equity method investments for other-than-temporary impairment based on the occurrence of any triggering events that would indicate that the carrying amount of the investment exceeds its fair value on an other-than-temporary basis. Triggering events can include a decline in distributable cash flows from the investment, a change in the expected useful life or other significant events which would decrease the value of the investment. Our investments primarily consist of joint ventures which own hotel properties; therefore, we will generally have few observable inputs and will determine the fair value based on a discounted cash flow analysis of the investment, as well as considering the impact of other elements (i.e. control premiums, etc.). We use certain inputs such as available third-party appraisals and forecast net operating income for the hotel properties in order to estimate the expected cash flows. If an equity method investment is impaired, a loss is recorded for the difference between the fair value and the carrying value of the investment.

Income Taxes

Host Inc. has elected to be treated as a REIT undereffective January 1, 1999, pursuant to the provisions of the U.S. Internal Revenue Code of 1986, as amended. In general, a corporation that elects REIT status and meets certain tax law requirements regarding the distribution of its taxable income to its stockholders as such,prescribed by applicable tax laws and complies with certain other requirements (relating primarily to the composition of its assets and the sources of its revenues) generally is not subject to federal income tax, provided that it distributes all of its taxable income annually to its stockholders and complies with certain other requirements. In addition to paying federal and state income taxtaxation on any retainedits operating income one of our subsidiary REITsthat is subjectdistributed to a tax on “built-in-gains” on sales of certain assets.its stockholders. As a partnership for federal income tax purposes, Host L.P. is not subject to federal income tax. Host L.P. is, however, subject to state, local and foreign income and franchise tax in certain jurisdictions. In addition to paying federal and state income tax on any retained income, one of our subsidiary REITs is subject to a tax on “built-in gains” on sales of certain assets. Additionally, each of the Host L.P. taxable REIT subsidiaries is taxable as a regular C corporation, and is subject to federal, state and foreign income tax. TheOur consolidated income tax provision or benefit includes the income tax provision or benefit related to the operations of theour taxable REIT subsidiaries, state, local, and foreign income and franchise taxes incurred by Host Inc. and Host L.P. and foreign income taxes incurred by Host L.P. as well as each of their respective subsidiaries.

Under the partnership agreement, Host L.P. generally is generally required to reimburse Host Inc. for any tax payments it is required to make. Accordingly, the tax information included herein represents disclosures regarding Host Inc. and its subsidiaries. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existingexisting assets and liabilities and their respective tax bases.bases, and for net operating loss, capital loss, and tax credit carryovers. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differencessuch amounts are expected to be recoveredrealized or settled. The effect on deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. We must determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement in order to determine the amount of benefit to recognize in the financial statements. This accounting standard applies to all tax positions related to income taxes.  We recognize accrued interest related to unrecognized tax benefits in interest expense and penalties in operating expenses.

Deferred Charges

Financing costs related to long-term debt are deferred and amortized over the remaining life of the debt using the effective interest method.

Foreign Currency Translation

As of December 31, 2010,2013, our foreigninternational operations consist of one propertyhotels located in Australia, Brazil, two properties located in Chile, four properties located in Canada, one property located inChile, Mexico, and one property located in the United Kingdom,New Zealand, as well as an investmentinvestments in a joint venture in Europethe Euro JV and an investment in a joint venture in Asia.the Asia/Pacific JV. The operationsfinancial statements of these propertieshotels and our investments therein are maintained in their functional currency which is

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

generally the local currency, and their operations are translated to U.S. dollars using the average exchange rates for the period. The assets and liabilities of the propertieshotels and the investments therein are translated to U.S. dollars using the exchange rate in effect at the balance sheet date. The resulting translation adjustments are reflected in accumulated other comprehensive income.income (loss).

Foreign currency transactions are recorded in the functional currency for each entity using the exchange rates prevailing at the dates of the transactions. Assets and liabilities denominated in foreign currencies are translatedremeasured at period end exchange rates. The resulting exchange differences on translationdifferences are recorded in gain (loss) on foreign currency transactions and derivatives on the accompanying consolidated statements of operations, except when deferredrecorded in accumulated other comprehensive income (loss) as qualifying net investment hedges.

Derivative Instruments

Derivative Instruments

We are subject to market exposures in several aspects of our business and may from time to time, enter into derivative instruments in order to hedge the effect of these market exposures on our operations. Potential market exposures for which we may use derivative instruments to hedge include: (i) changes in the fair value of our international investments due to fluctuations in foreign currency exchange rates, (ii) changes in the fair value of our fixed-rate debt due to changes in the underlying interest rates, and (iii) variabilityvariability in interest cash flowspayments due to changes in the underlying interest rate for our floating-rate debt. Prior to entering into the derivative contract,instrument, we evaluate whether the transaction will qualify for hedge accounting and continue to evaluate hedge effectiveness throughthroughout the life of the contract.instrument. Derivative contractsinstruments that meet the requirements for hedge accounting are recorded on the balance sheet at fair value, with offsetting changes recorded to net income (loss) or accumulated other comprehensive income (loss), based on the applicable hedge accounting guidance. We incorporate credit valuation adjustments to appropriately reflect, bothas applicable, our own nonperformance risk andor the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contractsinstruments for the effect of nonperformance risk, we have considered the impact of netting any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and accumulated guarantees.

Accumulated Other Comprehensive Income (Loss)

The components of total accumulated other comprehensive income (loss) in the balance sheets are as follows (in millions):

 

   2010   2009 

Gain on forward currency contracts

  $7    $2  

Foreign currency translation

   18     10  
          

Total accumulated other comprehensive income

  $25    $12  
          

 

 

As of December 31,

 

 

 

2013

 

 

2012

 

Gain on foreign currency forward contracts

 

$

 

 

$

5

 

Loss on interest rate swap cash flow hedges

 

 

(2

)

 

 

(4

)

Foreign currency translation

 

 

(7

)

 

 

11

 

Total accumulated other comprehensive income (loss)

 

$

(9

)

 

$

12

 

 

 

 

 

 

 

 

 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There were no material amounts reclassified out of accumulated other comprehensive income (loss) to net income for the year ended December 31, 2013. During 2012, we reclassified a net gain of $2 million that previously had been recognized in gain on foreign currency forward sale contracts in other comprehensive income related to two foreign currency denominated subsidiaries that were substantially liquidated during the year and recognized such gain in gain (loss) on foreign currency transactions and derivatives on our consolidated statement of operations.

Revenues

Our results of operations reflectinclude revenues and expenses of our hotels. Revenues are recognized when the services are provided. Additionally, we collect sales, use, occupancy and similar taxes at our hotels, which we present on a net basis (excluded from revenues) on our statements of operations.

Fair ValueMeasurement

In evaluating the fair value of both financial and non-financial assets and liabilities, GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (“observable inputs”) and a reporting entity’s own assumptions about market data (“unobservable inputs”). Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability at the measurement date in an orderly transaction (an “exit price”). Assets and liabilities are measured using inputs from three levels of the fair value hierarchy. The three levels are as follows:

Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. An active market is defined as a market in which transactions occur with sufficient frequency and volume to provide pricing on an ongoing basis.

Level 2 — Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means.

Level 3 — Unobservable inputs reflect our assumptions about the pricing of an asset or liability when observable inputs are not available.

Host Inc. Earnings (Loss) Per Common Share

Basic earnings (loss) per common share is computed by dividing net income (loss) available attributable to common stockholders by the weighted average number of shares of Host Inc. common stock outstanding. Diluted earnings (loss) per common share is computed by dividing net income (loss) availableattributable to common stockholders, as adjusted for potentially dilutive securities, by the weighted average number of shares of Host Inc. common stock outstanding plus other potentially dilutive securities. Dilutive securities may include shares granted under comprehensive stock plans, other non-controlling interests that have the option to convert their limited partnership interests to common OP units and convertible debt securities. No effect is shown for any securities that are anti-dilutive.

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HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

   Year ended December 31, 
   2010  2009  2008 
   (in millions, except per share amounts) 

Net income (loss)

  $(132 $(258 $414  

Net (income) loss attributable to non-controlling interests

   2    6    (19

Dividends on preferred stock

   (4  (9  (9

Issuance costs of redeemed preferred stock (1)

   (4  —      —    
             

Earnings (loss) available to common stockholders

   (138  (261  386  

Assuming deduction of gain recognized for the repurchase of 2004 Debentures (2)

   —      (2  (8
             

Diluted earnings (loss) available to common stockholders

  $(138 $(263 $378  
             

Basic weighted average shares outstanding

   656.1    586.3    521.6  

Assuming weighted average shares for the repurchased 2004 Debentures

   —      .9    5.4  

Assuming distribution of common shares granted under the comprehensive stock plan, less shares assumed purchased at market price

   —      —      .4  
             

Diluted weighted average shares outstanding (3)

   656.1    587.2    527.4  
             

Basic earnings (loss) per share

  $(.21 $(.45 $.74  

Diluted earnings (loss) per share

  $(.21 $(.45 $.72  

The calculation of basic and diluted earnings (loss) per common share is shown below (in million, except per share amounts):  

 

 

 

Year ended December 31,

 

 

 

2013

 

 

2012

 

 

2011

 

Net income (loss)

 

$

325

 

 

$

63

 

 

$

(16

)

Less: Net (income) loss attributable to non-controlling interests

 

 

(8

)

 

 

(2

)

 

 

1

 

Net income (loss) attributable to Host Inc.

 

$

317

 

 

$

61

 

 

$

(15

)

Diluted income (loss) attributable to Host Inc.

 

$

317

 

 

$

61

 

 

$

(15

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

 

744.4

 

 

 

718.2

 

 

 

693.0

 

Diluted weighted average shares outstanding (1)

 

 

747.9

 

 

 

719.6

 

 

 

693.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share

 

$

.43

 

 

$

.08

 

 

$

(.02

)

Diluted earnings (loss) per common share

 

$

.42

 

 

$

.08

 

 

$

(.02

)

(1)Represents the original issuance costs associated with the Class E preferred stock, which were redeemed during 2010.

(2)

(1)

During 2009 and 2008, we repurchased $75There are 30 million, 40 million and $100 million face amount, respectively, of our $500 million 3 1/4% exchangeable senior debentures (the “2004 Debentures”) with a carrying value of $72 million and $96 million for approximately $69 million and $82 million, respectively. We are required to determine the dilutive effect of the repurchased 2004 Debentures separately from the 2004 Debentures outstanding at December 31, 2009 and 2008. The 2004 Debentures repurchased during 2009 and 2008 are treated as having been converted to Host Inc. common stock equivalents at the start of the period. Accordingly, the 2009 and 2008 adjustments to net income related to the repurchased 2004 Debentures include a $3 million and $14 million gain, respectively, net of interest expense on the repurchased debentures.

(3)There are 5347 million potentially dilutive shares for our exchangeable senior debentures and shares granted under comprehensive stock plans which were not included in the computation of diluted EPS as of December 31, 20102013, 2012 and 2011, respectively, because to do so would have been anti-dilutive for the period. See Note 4 – “Debt” for the terms and conditions of our exchangeable senior debentures and Note 8 – “Employee Stock Plans” for the terms and conditions of our comprehensive stock plans.

Host L.P. Earnings (Loss) Per Common Unit

Basic earnings (loss) per common unit is computed by dividing net income available (loss) attributable to common unitholders by the weighted average number of common units outstanding. Diluted earnings (loss) per common unit is computed by dividing net income (loss) availableattributable to common unitholders, as adjusted for potentially dilutive securities, by the weighted average number of common units outstanding plus other potentially dilutive securities. Dilutive securities may include units distributed to Host Inc. to support Host Inc. common shares granted under comprehensive stock plans, other non-controlling interests that have the option to convert their limited partnership interests to common OP units and convertible debt securities. No effect is shown for any securities that are anti-dilutive.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The calculation of basic and diluted earnings (loss) per common unit is shown below (in million, except per unit amounts):  

 

   Year ended December 31, 
   2010  2009  2008 
   (in millions, except per unit amounts) 

Net income (loss)

  $(132 $(258 $414  

Net (income) loss attributable to non-controlling interests

   —      1    (3

Distributions on preferred OP units

   (4  (9  (9

Issuance costs of redeemed preferred OP units (1)

   (4  —      —    
             

Earnings (loss) available to common unitholders

   (140  (266  402  

Assuming deduction of gain recognized for the repurchase of 2004 Debentures (2)

   —      (2  (8
             

Diluted earnings (loss) available to common unitholders

  $(140 $(268 $394  
             

Basic weighted average units outstanding

   653.0    598.3    541.8  

Assuming weighted average units for the repurchased 2004 Debentures

   —      .9    5.4  

Assuming distribution of units to Host Inc. for Host Inc. common shares granted under the comprehensive stock plan, less shares assumed purchased at market price

   —      —      .4  
             

Diluted weighted average units outstanding (3)

   653.0    599.2    547.6  
             

Basic earnings (loss) per unit

  $(.21 $(.44 $.74  

Diluted earnings (loss) per unit

  $(.21 $(.45 $.72  

 

 

Year ended December 31,

 

 

 

2013

 

 

2012

 

 

2011

 

Net income (loss)

 

$

325

 

 

$

63

 

 

$

(16

)

Less: Net (income) loss attributable to non-controlling interests

 

 

(4

)

 

 

(1

)

 

 

1

 

Net income (loss) attributable to Host L.P.

 

$

321

 

 

$

62

 

 

$

(15

)

Diluted income (loss) attributable to Host L.P.

 

$

322

 

 

$

62

 

 

$

(15

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

 

738.4

 

 

 

713.3

 

 

 

688.9

 

Diluted weighted average shares outstanding (1)

 

 

741.9

 

 

 

714.6

 

 

 

688.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common unit

 

$

.43

 

 

$

.09

 

 

$

(.02

)

Diluted earnings (loss) per common unit

 

$

.43

 

 

$

.09

 

 

$

(.02

)

 

(1)Represents the original issuance costs associated with the Class E preferred OP units, which were redeemed during 2010.

(2)

(1)

During 2009 and 2008, we repurchased $75There are 29 million, 40 million and $100 million face amount, respectively, of our $500 million 3 1/4% exchangeable senior debentures (the “2004 Debentures”) with a carrying value of $72 million and $96 million for approximately $69 million and $82 million, respectively. We are required to determine the dilutive effect of the repurchased 2004 Debentures separately from the 2004 Debentures outstanding at December 31, 2009 and 2008. The 2004 Debentures repurchased during 2009 and 2008 are treated as having been converted to common unit equivalents at the start of the period. Accordingly, the 2009 and 2008 adjustments to net income related to the repurchased 2004 Debentures include a $3 million and $14 million gain, respectively, net of interest expense on the repurchased debentures.

(3)There are 5146 million potentially dilutive units for our exchangeable senior debentures and for units distributable to Host Inc. for Host Inc. shares granted under comprehensive stock plans which were not included in the computation of diluted earnings per unit as of December 31, 20102013, 2012 and 2011, respectively, because to do so would have been anti-dilutive for the period. See Note 4 – “Debt” for the terms and conditions of our Exchangeable Senior Debentures and Note 8 – “Employee Stock Plans” for the terms and conditions of Host Inc.’s comprehensive stock plans.

Accounting for Share-Based Payments

At December 31, 2010,2013, Host Inc. maintained two stock-based employee compensation plans. Additionally, in connection with Host Inc.’s conversion to a REIT, Host L.P. assumed the employee obligations of Host Inc. Therefore, uponUpon the issuance of Host’s common stock under the compensation plans, Host L.P. will issue to Host Inc. common OP units of an equivalent value. Accordingly, theseThese liabilities and related disclosures are included in the consolidated financial statements for Host Inc. and Host L.P., respectively. See Note 8 – “Employee Stock Plans.”

Concentrations of Credit Risk

Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents. We are exposed to credit risk with respect to cash held at various financial institutions, access to our credit facility, and

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HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

amounts due or payable under our derivative contracts. At December 31, 2010,2013 and December 31, 2012, our exposure risk related to our derivative contractsinstruments totaled $18$4 million and $14 million, respectively, and the counterparties to such instruments are investment grade financial institutions. Our credit risk exposure with regard to our cash and the $542$554 million available under our credit facility is spread among a diversified group of investment grade financial institutions. Following a repayment subsequent to year-end, we have $779 million available under our credit facility.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIESBusiness Combinations

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Business Combinations

We recognize identifiable assets acquired, liabilities assumed, and non-controlling interests and contingent liabilities assumed in a business combination at their fair values at the acquisition date based on the exit price (i.e. the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date). Furthermore, acquisition-relatedAcquisition-related costs, such as due diligence, legal and accounting fees, are not capitalized or applied in determining the fair value of the acquired assets. Classification of a lease does not change if it is part of a business combination. CapitalCapital lease obligations that are assumed as a part of the acquisition of a leasehold interest are fair valued and included as debt on the accompanying balance sheet and we will record the corresponding right-to-usecapital lease assets. In certain situations, a deferred tax liability is createdrecognized due to the difference between the fair value and the tax basis of the acquired asset at the acquisition date, which also may result in a goodwill asset being recorded. The goodwill that is recorded as a result of this difference is not subject to amortization.

Reclassifications

Certain prior year financial statement amounts have been reclassified to conform with the current year presentation.

2.

2. Property and Equipment

Property and equipment consists of the following as of December 31:(in millions):

 

  2010 2009 

 

As of December 31,

 

  (in millions) 

 

2013

 

 

2012

 

Land and land improvements

  $1,669   $1,574  

 

$

1,973

 

 

$

1,996

 

Buildings and leasehold improvements

   12,080    11,502  

 

 

13,435

 

 

 

13,665

 

Furniture and equipment

   1,895    1,794  

 

 

2,223

 

 

 

2,227

 

Construction in progress

   168    104  

 

 

176

 

 

 

199

 

       

 

 

17,807

 

 

 

18,087

 

   15,812    14,974  

Less accumulated depreciation and amortization

   (5,298  (4,743

 

 

(6,812

)

 

 

(6,499

)

       

 

$

10,995

 

 

$

11,588

 

  $10,514   $10,231  

 

 

 

 

 

 

 

 

       

The aggregate cost of real estate for federal income tax purposes is approximately $9,957 million$10.7 billion at December 31, 2010. During 2009, we recorded non-cash impairment charges totaling $97 million, of which $20 million is included in depreciation and amortization and the remaining $77 million has been reclassified to discontinued operations. See Note 13 – “Fair Value Measurements.”2013.

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HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.

3. Investments in Affiliates

We own investments in voting interest entities which we do not consolidate and, accordingly,joint ventures that are accounted for under the equity method of accounting. The debt of these affiliatesthe Euro JV and Asia/Pacific JV is non-recourse to, and not guaranteed by, us. The debt of the Maui JV and Hyatt Place JV is jointly and severally guaranteed by the partners of the joint ventures. Investments in affiliates consist of the following (in millions):

 

 

As of December 31, 2013

 

 

Ownership

 

 

Our

 

 

Our Portion

 

 

 

 

 

 

 

 

 

Interests

 

 

Investment

 

 

of Debt

 

 

Total Debt

 

 

Assets

Euro JV

 

32.1% - 33.4

%

 

$

374

 

 

$

444

 

 

$

1,363

 

 

Nineteen hotels in Europe

Asia/Pacific JV

 

 

25

%

 

 

20

 

 

 

10

 

 

 

39

 

 

One hotel in Australia and a 36% interest in two operating hotels and five hotels under development in India

Maui JV

 

 

67

%

 

 

16

 

 

 

34

 

 

 

50

 

 

131-unit vacation ownership project in Maui, Hawaii

Hyatt Place JV

 

 

50

%

 

 

5

 

 

 

12

 

 

 

24

 

 

One hotel in Nashville, Tennessee

Total

 

 

 

 

 

$

415

 

 

$

500

 

 

$

1,476

 

 

 

 

 

As of December 31, 2012

 

 

Ownership

 

 

Our

 

 

Our Portion

 

 

 

 

 

 

 

 

 

Interests

 

 

Investment

 

 

of Debt

 

 

Total Debt

 

 

Assets

Euro JV

 

32.1% - 33.4

%

 

$

305

 

 

$

443

 

 

$

1,360

 

 

Nineteen hotels in Europe

Asia/Pacific JV

 

 

25

%

 

 

22

 

 

 

11

 

 

 

44

 

 

One hotel in Australia and a 36% interest in two operating hotels and five hotels under development in India

Maui JV

 

 

67

%

 

 

15

 

 

 

7

 

 

 

10

 

 

131-unit vacation ownership project in Maui, Hawaii

Hyatt Place JV

 

 

50

%

 

 

5

 

 

 

 

 

 

 

 

One hotel under development in Nashville, Tennessee

Total

 

 

 

 

 

$

347

 

 

$

461

 

 

$

1,414

 

 

 

European Joint Venture

We own general and limited partner interests in the Euro JV that consists of two separate funds, with the following:other partners thereof including APG Strategic Real Estate Pool NV, an affiliate of a Dutch Pension Fund, and Jasmine Hotels Pte Ltd, an affiliate of the real estate investment company of the Government of Singapore Investment Corporation Pte Ltd (“GIC RE”). We have a combined 32.1% ownership interest of Euro JV Fund I and a combined 33.4% interest of Euro JV Fund II. We do not consolidate the Euro JV due to the ownership structure and substantive participating rights of the non-Host limited partners, including approval over financing, acquisitions and dispositions, and annual operating and capital expenditures budgets. The joint venture agreement expires in 2021, subject to two one-year extensions. As of December 31, 2013, the total assets of the Euro JV are approximately €1.9 billion ($2.6 billion). As asset manager of the Euro JV funds, we earn asset management fees based on the amount of equity commitments and equity invested, which in 2013, 2012 and 2011 were approximately $15 million, $13 million and $11 million, respectively.

As of December 31, 2013, the partners have funded approximately €631 million, or 91%, of the total equity commitment for Euro JV Fund I and €369 million, or 82%, of the total equity commitment for Euro JV Fund II. On April 17, 2013 and June 25, 2013, the Euro JV partners executed amendments of the Euro JV partnership agreement in order to provide the funds necessary for a €95 million principal reduction associated with the refinancing of a mortgage loan secured by a portfolio of six properties, as well as to provide funds for general joint venture purposes, to extend the commitment period of Euro JV Fund I to December 2015 and to extend the commitment period of Euro JV Fund II by one year to June 2014 through the exercise of the extension option. The partners expect to utilize the remaining equity commitment for Euro JV Fund I for capital expenditures and financing needs.

   As of December 31, 2010
   Ownership
Interests
  Our
Investment
  Debt   

Assets

      (in millions)    

Asia Pacific Hospitality Venture Pte. Ltd.

   25.0 $(1 $—      None

HHR Euro CV

   32.1  135    945    Eleven hotels located in Europe

Tiburon Golf Ventures, L.P.

   49.0  14    —      36-hole golf club
            

Total

   $148   $945    
            

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HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

   As of December 31, 2009
   Ownership
Interests
  Our
Investment
   Debt   

Assets

      (in millions)    

Asia Pacific Hospitality Venture Pte. Ltd.

   25.0 $—      $—      None

HHR Euro CV

   32.1  137     1,032    Eleven hotels located in Europe

HHR TRS CV

   9.8  1     5    

Lease agreements for certain hotels owned by HHR Euro CV

Tiburon Golf Ventures, L.P.

   49.0  15     —      36-hole golf club
             

Total

   $153    $1,037    
             

European Joint VentureOn August 29, 2013, Euro JV Fund II acquired the 465-room Sheraton Stockholm Hotel in Sweden, for approximately €102 million ($135 million). In connection with the acquisition, the Euro JV entered into a €61 million ($81 million) mortgage loan with an interest rate of 5.67% that matures in 2018. We contributed approximately €14 million ($19 million) to the Euro JV in connection with this acquisition, funded through a draw on our credit facility.    

We areOn October 22, 2013, Euro JV Fund II sold the Courtyard Paris La Defense West – Colombes for €19 million ($26 million) plus certain customary closing adjustments and recognized a partnergain of approximately €1.7 million ($2.3 million). In connection with the sale, the Euro JV repaid the associated €10.4 million ($14.4 million) mortgage.  

The Euro JV has €989 million ($1,363 million) of mortgage debt, including debt incurred in HHR Euro CV, a joint venture that owns 11 hotels in Europe (the “European joint venture”). We serve as the general partner and have a 32.1% ownership interest therein (including our limited and general partner interests). The initial termits recent acquisitions, all of which is non-recourse to us. A default of the European joint venture is ten years, subject to two one-year extensions with partner approval. During 2010, the partners of the European joint venture amended and restated their partnership agreement. The amendments were (i) to extend the commitment period during which the European joint venture may make additional equity investments from May 2010 to May 2013, (ii) to reflect an internal restructuring of one of our joint venture partners, and (iii) to reflect changes as a result of the acquisition of the equity interests of subsidiaries previously owned by a separate TRS joint venture with the same partners, which subsidiaries currently lease, as tenant, five of the hotels owned by the European joint venture. After the partnership agreement was amended, the separate TRS joint venture was dissolved. Due to the ownership structure and the non-Host limited partners’ unilateral rights to cause the dissolution and liquidation of the European joint venture at any time, it is not consolidated in our financial statements. As general partner, we earn a management fee based on the amount of equity commitments and equity investments. In 2010, 2009 and 2008, we recorded approximately $5 million, $6 million and $6 million of management fees, respectively.

During 2010, the European joint venture completed an agreement with the lender holding mortgages totaling €70.5 million on three hotels located in Brussels, under which the lender waived breaches of any financial covenants. Additionally, during 2010, the European joint venture negotiated an agreement with the lenders ofEuro JV mortgage loans totaling €342 million due in 2013 that had breached financial covenants. The lenders have agreed to amend these financial covenants for two years in exchange for a deposit of approximately €10 million in an escrow to fund debt service or capital expenditures and commitments to fund planned incremental capital expenditures. These loans are secured by six hotels located in Spain, Italy, Poland and the United Kingdom. These mortgage loans are non-recourse to us and a default under these loans does not trigger a default under any of our debt.

During 2010, we entered into On June 20, 2013, the Euro JV refinanced a €20mortgage loan secured by six properties, extending the maturity date to 2016, with a one year extension option subject to meeting certain conditions. The loan has a fixed and floating rate component with an initial interest rate of 4.5%. In connection with the refinancing, the joint venture reduced the outstanding principal amount of the mortgage loan from €337 million ($26446 million) foreign currency forward purchase contract.to €242 million ($320 million). We will sellfunded our portion of the Euro amountprincipal reduction, as well as certain closing costs and receive the U.S. dollar amountother funding requirements, through a €37 million ($48 million) draw on the forward purchase date of October 1, 2014. our credit facility.

We have entered into fourfive foreign currency forward purchasesale contracts totaling €80 million (approximately $114 million)in order to hedge a portion of the foreign currency exposure resulting from the eventual repatriation of our net investment in the European joint venture. These derivatives are considered a hedge of the foreign currency exposure of a net investment in a foreign operation,Euro JV. The forward purchases will occur between May 2014 and in accordance with GAAP, are marked-to-market with changes in fair value recorded to accumulated other comprehensive income within the stockholders’ equity portionJanuary 2016. We have hedged €194 million (approximately $265 million) of our balance sheet.investment through these contracts and designated draws under our credit facility in Euros. See Note 1312 – “Fair Value Measurements”Measurement” for further discussion of our derivatives and hedging instruments.information.   

Our unconsolidated investees assess impairment of real estate properties based on whether estimated undiscounted future cash flows from each individual property are less than bookits carrying value. If a property is impaired, a lossan expense is recorded for the difference between the fair value and net bookthe carrying value of the hotel. We also reviewIn 2013, we recognized an expense of approximately $15 million reflecting our investments for other-than-temporary impairment based on the occurrence of any events that would indicate that the carrying amountshare of the investment exceeds its fair value on an other-than-temporary basis. During 2009, we recorded a non-cash impairment charge totaling $34 millionof one such property in equity in earnings (losses) of affiliates basedaffiliates.

Asia/Pacific Joint Venture

We own a 25% general and limited partner interest in the Asia/Pacific JV, with the other partner thereof including RECO Hotels JV Private Limited, an affiliate of GIC RE. The Asia/Pacific JV may be terminated after a period of seven years, which occurs in March of 2015. Due to the ownership structure and the substantive participating rights of the non-Host limited partner, including approval over financing, acquisitions and dispositions, and annual operating and capital expenditure budgets, the Asia/Pacific JV is not consolidated in our financial statements. The commitment period for the equity contributions to the joint venture expired in March of 2012. As a result, unanimous approval of the joint-holding companies is necessary to fund additional acquisitions. Certain funding commitments remain, however, related to existing investments.

As of December 31, 2013, the Asia/Pacific JV partners have invested approximately $73 million (of which our share was $18 million) in a joint venture in India with Accor S.A. and InterGlobe Enterprises Limited, in which the Asia/Pacific JV holds a 36% interest. This joint venture owns two hotels in Bangalore and is developing five properties in Chennai and Delhi. The hotels will be managed by Accor under the Pullman, ibis and Novotel brands.  

Other Investments

Maui Joint Venture. On November 9, 2012, we entered into a joint venture with an affiliate of Hyatt Residential Group (the “Maui JV”) to develop, sell and operate a 131-unit vacation ownership project in Maui, Hawaii adjacent to our Hyatt Regency Maui Resort & Spa. We have a 67% ownership interest in the Maui JV, which is a non-controlling interest as a result of the significant economic rights held by the Hyatt member, which also is the managing member. The development costs are being funded with a $110 million construction loan and member contributions. As of December 31, 2013, $50.5 million has been drawn on the difference betweenconstruction loan. The construction loan is jointly and severally guaranteed by both partners and matures in December 2015. As of December 31, 2013, we have contributed land valued at $36 million, approximately $8 million in pre-formation expenditures and additional capital contributions of $3 million. As of December 31, 2013, the estimated fairbook value of our investment in the Maui JV is $16 million, which represents our portion of the historical cost basis of the land plus the pre-formation expenditures and its carrying value. See Note 13 – “Fair Value Measurements.”subsequent contributions.

Hyatt Place Joint Venture. In May 2012, we entered into a 50/50 joint venture agreement with White Lodging Services to develop the 255-room Hyatt Place Nashville Downtown in Tennessee for approximately $43 million, including the purchase of the land. The hotel opened in November 2013. The joint venture has a $34.8 million construction loan for this project, and as of December

113


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Asian Joint Venture

We are a partner31, 2013, $23.6 million was drawn on this facility. Along with White Lodging Services, we have jointly and severally guaranteed the payment of the loan. The loan matures in aMay 2015. If the joint venture structured as a Singapore Corporation, that will explorefails to perform on the loan, White Lodging Services and we are jointly and severally liable for the outstanding loan. As of December 31, 2013 we have invested cash of approximately $6 million for our investment opportunities in various markets throughout Asia, including China, Japan, India, Indonesia, Vietnam and Australia (the “Asian joint venture”). We own a 25% interest in the Asian joint venture, which has an initial term of seven years.venture. Due to the ownership structuresignificant control rights of our partner, we do not consolidate the Asian joint venture and our partner’s rights to cause the dissolution and liquidation thereof, it is not consolidated in our financial statements. The Asian joint venture currently owns no hotels, but has reached an agreement with Accor and InterGlobe to develop seven properties totaling approximately 1,750 rooms in three major cities in India; Bangalore, Chennai and Delhi (the “India joint venture”). The Asian joint venture will invest approximately $50 million to acquire approximately 36% of the interest in the India joint venture. The properties will be managed by Accor under the Pullman, Novotel, and ibis brands. Development of the properties is underway, and the ibis hotel in Bangalore is expected to open in the second quarter of 2011.

CBM Joint Venture L.P.

CBM Joint Venture Limited Partnership (“CBM JV”) owns 115 Courtyard by Marriott hotels, which are operated by Marriott International pursuant to long-term management agreements. On September 11, 2009, we sold our remaining 3.6% limited partnership interest in CBM JV for approximately $13 million and recorded the gain on property transaction of $5 million, net of taxes. As a result of this transaction, we no longer have any ownership interest in CBM JV.

Other Investments

We own a 49% limited partner interest in Tiburon Golf Ventures, L.P., which owns the golf club surrounding The Ritz-Carlton, Naples Golf Resort.

Combined Financial Information of Unconsolidated Investees

Combined summarized balance sheet information as of December 31 for our affiliates follows:is as follows (in millions):

 

  2010   2009 

 

As of December 31,

 

  (in millions) 

 

2013

 

 

2012

 

Property and equipment, net

  $1,354    $1,461  

 

$

2,480

 

 

$

2,289

 

Other assets

   132     175  

 

 

376

 

 

 

312

 

        

Total assets

  $1,486    $1,636  

 

$

2,856

 

 

$

2,601

 

        

Debt

  $945    $1,037  

 

$

1,476

 

 

$

1,414

 

Other liabilities

   142     212  

 

 

135

 

 

 

164

 

Equity

   399     387  

 

 

1,245

 

 

 

1,023

 

        

Total liabilities and equity

  $1,486    $1,636  

 

$

2,856

 

 

$

2,601

 

        

 

 

 

 

 

 

 

 

Combined summarized operating results for our affiliates for the years ended December 31 follows:is as follows (in millions):

 

  2010 2009 2008 

 

Year ended December 31,

 

  (in millions) 

 

2013

 

 

2012

 

 

2011

 

Total revenues

  $291   $360   $986  

 

$

617

 

 

$

428

 

 

$

381

 

Operating expenses

    

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

   (214  (274  (769

 

 

(473

)

 

 

(346

)

 

 

(294

)

Depreciation and amortization

   (23  (119  (121

 

 

(112

)

 

 

(56

)

 

 

(46

)

Operating profit

 

 

32

 

 

 

26

 

 

 

41

 

Interest expense

 

 

(59

)

 

 

(43

)

 

 

(43

)

Gain on disposition

 

 

2

 

 

 

 

 

 

 

Net loss

 

$

(25

)

 

$

(17

)

 

$

(2

)

          

 

 

 

 

 

 

 

 

 

 

 

 

Operating profit (loss)

   54    (33  96  

Interest income

   —      3    10  

Interest expense

   (44  (53  (118
          

Net income (loss)

  $10   $(83 $(12
          

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HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

4.

4. Debt

Debt consists of the following (in millions):

 

   December 31,
2010
   December 31,
2009
 

Series K senior notes, with a rate of 7 1/8% due November 2013

  $250    $725  

Series M senior notes, with a rate of 7% due August 2012

   —       344  

Series O senior notes, with a rate of 6 3/8% due March 2015

   650     650  

Series Q senior notes, with a rate of 6 3/4% due June 2016

   800     800  

Series S senior notes, with a rate of 6 7/8% due November 2014

   498     498  

Series T senior notes, with a rate of 9% due May 2017

   388     387  

Series U senior notes, with a rate of 6% due November 2020

   500     —    

2004 Exchangeable Senior Debentures, with a rate of 3 1/4% due April 2024

   325     323  

2007 Exchangeable Senior Debentures, with a rate of 2 5/8% due April 2027

   502     484  

2009 Exchangeable Senior Debentures, with a rate of 2 1/2% due October 2029

   329     316  

Senior notes, with rate of 10.0% due May 2012

   7     7  
          

Total senior notes

   4,249     4,534  

Credit facility

   58     —    

Mortgage debt (non-recourse) secured by $1.1 billion and $1.5 billion of real estate assets, with an average interest rate of 4.7% and 5.1% at December 31, 2010 and 2009, maturing through December 2023 (1)

   1,025     1,217  

Other

   145     86  
          

Total debt

  $5,477    $5,837  
          

 

 

As of December 31,

 

 

 

2013

 

 

2012

 

Series Q senior notes, with a rate of 6¾% due June 2016

 

$

150

 

 

$

550

 

Series T senior notes, with a rate of 9% due May 2017

 

 

 

 

 

391

 

Series V senior notes, with a rate of 6% due November 2020

 

 

500

 

 

 

500

 

Series X senior notes, with a rate of 5⅞% due June 2019

 

 

497

 

 

 

497

 

Series Z senior notes, with a rate of 6% due October 2021

 

 

300

 

 

 

300

 

Series B senior notes, with a rate of 5¼% due March 2022

 

 

350

 

 

 

350

 

Series C senior notes, with a rate of 4¾% due March 2023

 

 

450

 

 

 

450

 

Series D senior notes, with a rate of 3¾% due October 2023

 

 

400

 

 

 

 

2004 Exchangeable Senior Debentures, with a rate of 3¼% due April 2024

 

 

 

 

 

175

 

2009 Exchangeable Senior Debentures, with a rate of 2½% due October 2029

 

 

371

 

 

 

356

 

Total senior notes

 

 

3,018

 

 

 

3,569

 

Credit facility revolver

 

 

446

 

 

 

263

 

Credit facility term loan due July 2017

 

 

500

 

 

 

500

 

Mortgage debt (non-recourse), with an average interest rate of 4.1% and 4.5% at December 31, 2013 and 2012, respectively, maturing through January 2024

 

 

709

 

 

 

993

 

Other

 

 

86

 

 

 

86

 

Total debt

 

$

4,759

 

 

$

5,411

 

 

(1)The assets securing mortgage debt represents the book value of real estate assets, net of accumulated depreciation. These amounts do not represent the current fair value of the assets.

Senior Notes

General.Under the terms of our senior notes indenture, which includes our Exchangeable Senior Debentures, our senior notes are equal in right of payment with all of our unsubordinated indebtedness and senior to all of our subordinated obligations. The face amount of our senior notes as of December 31, 20102013 and 20092012 was $4.4$3.1 billion and $4.7$3.6 billion, respectively. The senior notes balance as of December 31, 20102013 and 20092012 includes discounts of approximately $109$32 million and $145$56 million, respectively. The notes under our senior notes indenture are guaranteed by certain of our existing subsidiaries and are secured by pledges of equity interests in many of our subsidiaries. The guarantees and pledges ratably benefit the notes under our senior notes indenture, as well as our credit facility, certain other senior debt, and interest rate swap agreements and other hedging agreements, if any, with lenders that are parties to the credit facility. We pay interest on each series of our senior notes semi-annually in arrears at the respective annual rates indicated onin the table above.

Under the terms of the senior notes indenture, our ability to incur indebtedness and pay dividends is subject to restrictions and the satisfaction of various conditions. As of December 31, 2010,2013, we are in compliance with all of these covenants.

We completed the following senior notes transactions during 2010 and 2009:

:

on October 25, 2010, we issued $500 million of 6% Series U senior notes due November 1, 2020 and received proceeds of approximately $492 million, net of underwriting fees and expenses. Interest on the Series U senior notes is payable semi-annually in arrears on February 1 and August 1, beginning on February 1, 2011. The Series U senior notes were exchanged for Series V senior notes in February 2011. The terms are substantially identical in all aspects, except that the new series are registered under the Securities Act of 1933 and are, therefore, freely transferable by the holders;

We redeemed $400 million ($200 million in June 2013 and $200 million in September 2013) of our 6¾% Series Q senior notes due 2016, for an aggregate price of $404 million, using proceeds from debt issuances and asset dispositions. Subsequent to year-end, we redeemed the remaining $150 million of Series Q senior notes for an aggregate price of $152 million.

On March 19, 2013, we issued $400 million of our 3 34% Series D senior notes due October of 2023 for net proceeds of approximately $396 million. The net proceeds from the issuance of the Series D, together with cash on hand, were used to redeem the $400 million of our 9% Series T senior notes due 2017 at an aggregate price of $418 million in May 2013.

In March 2013, holders of $174 million face amount of our 314% exchangeable senior debentures (the “2004 Debentures”) elected to exchange their debentures for shares of Host Inc. common stock totaling approximately 11.7 million shares, rather than receive the cash redemption proceeds. In connection with the debentures exchanged for Host Inc. common stock, Host L.P. issued 11.5 million common OP units. The remaining $1 million of debentures were redeemed for cash.

On December 31, 2012, we redeemed $100 million of our 634% Series Q senior notes due 2016 for a redemption price of $102 million.

On August 9, 2012, we issued $450 million of our 434% Series C senior notes due 2023 for net proceeds of approximately $443 million. On September 5, 2012, a portion of the proceeds were used to redeem the $250 million of our 638% Series O senior notes due 2015 for a redemption price of $253 million and $150 million of our 634% Series Q senior notes due 2016 for a redemption price of $153 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

in November andOn August 2010,27, 2012, we redeemed a total of $475$400 million of the then outstanding $725 million, 7our 6 13/8% Series KO senior notes that are due in November 2013. A portion of the2015 with proceeds from the Series U senior notes issuance was used for theour credit facility term loan at a redemption price of $250 million of these notes in November 2010. As a result of the redemptions, we recorded a $12 million loss on debt extinguishment, which is included in interest expense;$404 million.

On April 16, 2012, the initial put date for our 3holders of $386 million face amount of 2 15/48% exchangeable senior debentures (“2004due 2027 (the “2007 Debentures”) was April 15, 2010. At that time, the holders had the rightexercised their option to require us to purchaserepurchase their debentures at par. We redeemed the 2004 Debentures atremaining $2 million in October 2012.

On April 13, 2012, we redeemed $250 million of our 678% Series S senior notes due in 2014, and on May 29, 2012, we redeemed the remaining $250 million Series S notes for a total redemption price equal to 100%of $508 million.

On March 22, 2012, we issued $350 million of 514% Series A senior notes due 2022. Net proceeds of the principal amount outstanding, plus accrued interest. Noneoffering of the 2004 Debentures were validly tendered pursuant to the put option. Therefore, the $325approximately $344 million, aggregate principal amount of the 2004 Debentures remains outstanding. We currently may redeem for cash all, or a portion, of the 2004 Debentures upon a 30 day notice to the holders. If, at any time, we elect to redeem the 2004 Debentures and the exchange value exceeds the cash redemption price, we would expect the holders to elect to redeem the 2004 Debentures for Host Inc. stock rather than for cash equal to the redemption price. The next put option date for holders of the 2004 Debentures is April 15, 2014;

on January 20, 2010, we redeemed the remaining $346 million outstanding of our 7% Series M senior notes that were due in August 2012. As a result of the repurchase, we recorded an $8 million loss on debt extinguishments, which is included in interest expense;

on December 22, 2009, we issued $400 million of 2 1/2% Exchangeable Senior Debentures and received proceeds of $391 million, net of underwriting fees and expenses (the “2009 Debentures”). The proceeds, along with available cash, were used to repay the $113 million loan with a 7.5% interest rate secured by the JW Marriott, Washington, D.C. on April 2, 2012, and to redeem the remaining $346$250 million of the 7%our 678% Series MS senior notes, (described above) and to repay the $124 million mortgage on the Atlanta Marriott Marquisas noted above. The Series A senior notes were exchanged for Series B senior notes in the first quarter of 2010. We separately account for the debt and equity portionOctober 2012. The terms of the debenturesSeries B senior notes are substantially identical in all respects to reflect the fair valuethose of the liability component based on our non-convertible borrowing cost atSeries A senior notes, except that the issuance date. Accordingly, we recordedSeries B senior notes are registered under the liability componentSecurities Act of 1933 and are, therefore, freely transferable by the debentures at a fair value of $316 million, which is based on an effective interest rate of 6.9% on December 16, 2009. We will amortize the resulting discount over the expected life of the debentures. See “Exchangeable Debentures” below;holders.

during 2009, we repurchased approximately $74 million face amount of the 2 5/8% Exchangeable Senior Debentures (the “2007 Debentures”), with a carrying value of $68 million, for $66 million and recorded a gain of approximately $2 million on the transactions. We have $526 million face amount of the 2007 Debentures outstanding;

on May 11, 2009, Host L.P. issued $400 million of 9% Series T senior notes maturing May 15, 2017 and received proceeds of approximately $380 million, net of discounts and underwriting fees and expenses. Interest on the Series T notes is payable semi-annually in arrears on January 15 and July 15, beginning July 15, 2009. A portion of the proceeds was used to repay the $200��million outstanding on the revolver portion of our credit facility and the outstanding $135 million mortgage debt on the Westin Kierland Resort & Spa; and

in the first quarter of 2009, we repurchased $75 million face amount of the 2004 Debentures, with a carrying value of $72 million, for approximately $69 million and recorded a gain on the repurchase of approximately $3 million. We have $325 million face amount of the 2004 Debentures outstanding.

The gains on the repurchased debentures are recorded in interest expense in the consolidated financial statements. We evaluated the fair value of the debt repurchased based on the fair value of the cash flows at the date of the repurchase discounted at risk adjusted rates. Based on this calculation, the fair value of the debt repurchased was generally greater than the conversion price; therefore, substantially all of the repurchase price was allocated to the debt portion of the debentures.

Exchangeable DebenturesDebentures.

As of December 31, 2010,2013, we have three issuances$400 million of 212% exchangeable senior debentures outstanding: $400 million of 2  1/2% debenturesoutstanding that were issued on December 22, 2009 $526 million of 2 5/8% debentures that

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

were issued on March 23, 2007 and $325 million of 3 1/4% debentures that were issued on March 16, 2004, collectively, the “Debentures.”(the “2009 Debentures”). The 2009 Debentures are equal in right of payment with all of our other senior notes. Holders have the right to require us to purchase the 2009 Debentures at a price equal to 100% of the principal amount outstanding plus accrued interest (the “put option”) on October 15, 2015 and on certain datesother subsequent to their respective issuances.dates. Holders of the 2009 Debentures also have the right to exchange the 2009 Debentures prior to maturity under certain conditions, including at any time at which the closing price of Host Inc.’s common stock is more than 120% (for the 2004 Debentures) or 130% (for the 2007 and 2009 Debentures)($17.40) of the exchange price per share for at least 20 of the last 30 consecutive trading days during certain periodsof the calendar quarter or at any time up to two days prior to the date on which the 2009 Debentures have been called for redemption. We can redeem for cash all, or a portion,part of, any of the 2009 Debentures at any time subsequent to each of their respective redemption datesOctober 20, 2015, at a redemption price of 100% of the principal amount plus accrued interest. If, at any time, we elect to redeem the 2009 Debentures and the exchange value exceeds the cash redemption price, we would expect the holders to elect to exchange the 2009 Debentures at the respective exchange value rather than receive the cash redemption price. The exchange value is equal to the applicable exchange rate multiplied by the price of Host Inc.’s common stock. Upon exchange, the 2004 Debentures would be exchanged for Host Inc.’s common stock, the 2007 Debentures would be exchanged for a combination of cash (for the principal balance of the debentures) and Host Inc.’s common stock (for the remainder of the exchange value) and the 2009 Debentures would be exchanged for Host Inc.’s common stock, cash, or a combination thereof, at our option. Based on Host Inc.’s stock price at December 31, 2010,2013, the 2004 Debentures’ and 2009 Debentures’ if-converted value would exceed the outstanding principal amount by $54 million and $108 million, respectively. Currently, none$181 million. As of December 31, 2013, the closing price of Host Inc.‘s common stock exceeded 130% of the exchange price for more than 20 of 30 consecutive trading days. Therefore, the 2009 Debentures are exchangeable by holders.holders through March 31, 2014. Currently, each $1,000 Debenture would be exchanged for 74.7034 Host Inc. common shares (for an equivalent per share price of $13.39), for a total of 29.9 million shares.

The following chart details our outstanding Debentures as of December 31, 2010:

   Maturity
date
   Next put
option
date
   Redemption
date
   Outstanding
principal
amount
   Current exchange
rate for each
$1,000 of principal
   Current
equivalent
exchange price
   Exchangeable
share
equivalents
 
               (in millions)   (in shares)       (in shares) 

2009 Debentures

   10/15/2029     10/15/2015     10/20/2015    $400     71.0101    $14.08     28.4 million  

2007 Debentures

   4/15/2027     4/15/2012     4/20/2012     526     32.0239     31.23     16.8 million  

2004 Debentures

   4/15/2024     4/15/2014     4/19/2009     325     65.3258     15.31     21.2 million  
                 

Total

        $1,251        
                 

We separatelyseparately account for the liability and equity components of our 2009 Debentures in order to reflect the fair value of the liability component based on our non-convertible borrowing cost at the issuance date. Accordingly, for the Debentures, we record the liability components thereofof the 2009 Debentures at fair value as of the date of issuance and amortize the resulting discount as an increase to interest expense overthrough the initial put option date of the 2009 Debentures, which is the expected life of the debt; however,debt. However, there is no effect of this accounting treatment on our cash interest payments. We measured the fair value of the debt components of the 2009 Debentures 2007 Debentures and 2004 Debentures at issuance based on an effective interest ratesrate of 6.9%, 6.5% and 6.8%, respectively. As a result, we attributed $247 million of the proceeds received to the conversion feature of the Debentures. This amount represents the excess proceeds received over the fair value of the debt at the date of issuance and is included in Host Inc.’s additional paid-in capital and Host L.P.’s capital on the consolidated balance sheets.. The following chart details the initial allocations between the debt and equity components of the 2009 Debentures, net of the original issue discount, based on the effective interest rate at the time of issuance as well aswas $316 million and $82 million, respectively. As of December 31, 2013, the debt balances at December 31, 2010:carrying value and unamortized discount were $371 million and $29 million, respectively.

Interest expense recorded for our exchangeable senior debentures (including interest expense for debentures redeemed in 2013 and 2012) consists of the following (in millions):

 

   Initial Face
Amount
   Initial
Liability
Value
   Initial Equity
Value
   Face Amount
Outstanding at
12/31/2010
   Debt Carrying
Value at
12/31/2010
   Unamortized
Discount at
12/31/2010
 
           (in millions)         

2009 Debentures

  $400    $316    $82    $400    $329    $71  

2007 Debentures

   600     502     89     526     502     24  

2004 Debentures

   500     413     76     325     325     —    
                              

Total

  $1,500    $1,231    $247    $1,251    $1,156    $95  
                              

 

 

Year ended December 31,

 

 

 

2013

 

 

2012

 

 

2011

 

Contractual interest expense (cash)

 

$

10

 

 

$

19

 

 

$

31

 

Non-cash interest expense due to discount amortization

 

 

15

 

 

 

17

 

 

 

31

 

Total interest expense

 

$

25

 

 

$

36

 

 

$

62

 

 

Losses on the repurchased debentures are recorded in interest expense in the consolidated financial statements. We evaluated the fair value of the repurchased debentures based on the fair value of the cash flows at the date of the repurchase, discounted at risk

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Interest expense recorded foradjusted rates. Based on this calculation, the Debentures forfair value of our repurchased debentures generally has been greater than the periods presented consistsconversion price; therefore, substantially all of the following (in millions):repurchase price was allocated to the debt portion of the debentures.

   2010   2009   2008 

Contractual interest expense (cash)

  $34    $26    $32  

Non-cash interest expense due to discount amortization

   32     27     30  
               

Total interest expense

  $66    $53     62  
               

Authorization for Senior Notes and Exchangeable Senior Debentures RepurchaseRepurchase.

In February 2010, Host Inc.’s Board of Directors has authorized the repurchaserepurchases of up to $400 million of senior notes, exchangeable senior debentures, mortgage debt and preferred stock. Host Inc. may purchase senior notes and exchangeable debentures through open market purchases, privately negotiated transactions, tender offers or, in some cases, through the early redemption of such securities pursuant to their terms. Repurchases of debt, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. Any refinancing or retirement before the maturity date would affect earnings as a result of the payment of any applicable call premiums and the acceleration of previously deferred financing costs.

In February 2011, Host Inc.’s Board of Directors authorized repurchases up to $500$680 million of senior notes, exchangeable debentures and mortgage debt (other than in accordance with its terms) and terminated the previous authorization. Separately, the Board, of Directors authorized redemptions and repurchases of all or a portion of $325which $530 million principal amount ofremains available under this authority following our 2004 Debentures. Anysenior notes redemption of the 2004 Debentures will not reduce the $500 million of Board authority noted abovesubsequent to repurchase other debt securities.year-end.     

Credit FacilityFacility.

On May 25, 2007,November 22, 2011, we entered into a second amended and restated banknew senior revolving credit facility with Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Wells Fargo Bank, N.A., Deutsche Bank AG New York Branch as Administrative Agent,and The Bank of America, N.A.,Nova Scotia as Syndication Agent, Citicorp North America Inc., Société Générale and Calyon New York Branch, as Co-Documentation Agentsco-documentation agents, and certain other agents and lenders. The amounts outstanding under the prior credit facility provideswere transferred and remain outstanding. Based on our draws at December 31, 2013, we had $554 million of available capacity under our credit facility. The credit facility allows for revolving borrowings in an aggregate revolving loan commitmentsprincipal amount of up to $1 billion, including a foreign currency subfacility for Canadian dollars, Australian dollars, New Zealand dollars, Japanese yen, Euros and British pound sterling of up to the foreign currency equivalent of $500 million, subject to a lower amount in the amountcase of $600 million. During any period in which our leverage ratio equals or exceeds 7.0x, new borrowings are limited to such amount as does not cause the aggregate outstanding principal amount under the credit facility to exceed $300 million.New Zealand dollar borrowings. The credit facility also includes subcommitmentsprovides a subfacility of up to $100 million for (i) the issuanceswingline borrowings and a subfacility of up to $100 million for issuances of letters of credit in ancredit. Host L.P. also has the option to increase the aggregate principal amount of $10the credit facility by up to $500 million, subject to obtaining additional loan commitments and (ii) loans insatisfaction of certain foreign currencies in an aggregate amount of $300 million, (A) $150 million of which may be loaned to certain of our Canadian subsidiaries in Canadian Dollars, and (B) $300 million of which may be loaned to us in Pounds Sterling and Euros.conditions. The credit facility has an initial scheduled maturity date of September 2011. We haveNovember 2015, with an option for Host L.P. to extend the maturityterm for anone additional year, ifsubject to certain conditions, are met as of September 2011. These conditions includeincluding the payment of a fee toan extension fee.

We had the lenders, no default or event of default exists and the maintenance of a leverage ratio below 6.75x. Subject to certain conditions, we also have the option to increase the amount of the facility by up to $190 million to the extent that any one or more lenders, whether or not currently party to thefollowing transactions under this credit facility commitsduring 2013 and 2012 (draws used for bridge financing to be a lender for such amount.

On July 20, 2010, we drew £37 million ($56 million) from our credit facility in order to fund the cash portion of the acquisition of Le Méridien Piccadilly in London. Based on our leverage at December 31, 2010, we have $542 million of remaining available capacity under our credit facility.

Collateral and Guarantees.The obligations under the credit facilityfacilitate transactions are guaranteed by certain of our existing subsidiaries and are currently secured by pledges of equity interests in many of our subsidiaries. The pledges are permitted to be releasednot included in the event that certain conditions are satisfied, including the requirement that our leverage ratio falls below 6.0x for two consecutive fiscal quarters. As a result of having satisfied such conditions, currently we are not required to pledge our equity interests in any newly acquired or formed subsidiary, and at our election, we may obtain a release of all existing pledges for so long as our leverage ratio continues to be below 6.0x. The guarantees and pledges ratably benefit our credit facility, as well as the notes outstanding under our senior notes indenture and interest rate swap agreements and other hedging agreements with lenders that are parties to the credit facility.discussion):

In 2013, we drew $68 million in net proceeds in Euros on the revolver portion of our credit facility, primarily to facilitate acquisitions and a debt refinancing through investment in the Euro JV.

In 2013, we also drew $118 million of net proceeds of the revolver portion of our credit facility in U.S. dollars (net of a $7 million repayment of our draw in Australian dollars) primarily to facilitate the redemption of the Series Q senior notes. Subsequent to year-end, $225 million was repaid on the revolver portion of our credit facility and we have $779 million of available capacity.

In July 2012, we drew $100 million in net proceeds on the revolver portion of our credit facility to facilitate the acquisition of the Grand Hyatt Washington.

In 2012, we also drew $42 million in net proceeds, in various currencies, including the Euro, Canadian dollars and Australian dollars, on the revolver portion of our credit facility, primarily to facilitate acquisitions through investments in our joint ventures.

On July 25, 2012, we entered into a $500 million term loan (“Term Loan”) through an amendment of our credit facility. The Term Loan has a five-year maturity and a floating interest rate of LIBOR plus 165 basis points based on our leverage ratio, as defined in our credit facility, at December 31, 2013 (or approximately a 1.8% all-in interest rate).

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Prepayments. The loans under the credit facility are required to be prepaid, subject to certain exceptions, with excess proceeds from certain asset sales. Voluntary prepayments of the loans under the credit facility are permitted in whole or in part without premium or penalty.

Financial Covenants.Covenants. The credit facility contains covenants concerning allowable leverage, fixed charge coverage and unsecured interest coverage.coverage (as defined in our credit facility). Currently, we are permitted to borrow and maintain amounts outstanding under the credit facility so long as our leverage ratio is not in excess of 7.25x, our unsecured coverage ratio is not less than 1.75x and our fixed charge coverage ratio is not less than 1.25x. The financial covenants for the credit facility do not apply when there are no borrowings under the credit facility. Therefore, so long as there are no amounts outstanding, we would not be in default if we do not satisfy the financial covenants and we do not lose the potential to draw under the credit facility in the future if we were to regain compliance with the financial covenants. These calculations are performed based on pro forma results for the prior four fiscal quarters, giving effect to transactions such as acquisitions, dispositions and financings as if they had occurred at the beginning of the period. Under the terms of the credit facility, interest expense excludes items such as gains and losses on the extinguishment of debt, deferred financing charges related to the senior notes or the credit facility, amortization of debt premiums or discounts that were recorded at acquisition of a loan in order to establish the debt at fair value and non-cash interest expense due to the implementation in 2009 of accounting standards related to our exchangeable debentures, all of which are included in interest expense on our consolidated statement of operations. Additionally, total debt used in the calculation of our leverage ratio is based on a “net debt” concept, under which cash and cash equivalents in excess of $100 million are deducted from our total debt balance. As of December 31, 2010,2013, we are in compliance with the financial covenants under our credit facility.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Collateral and Guarantees. The credit facility initially does not include any subsidiary guarantees or pledges of equity interests in our subsidiaries, and the guarantees and pledges are required only in the event that Host L.P.’s leverage ratio exceeds 6.0x for two consecutive fiscal quarters at a time that Host L.P. does not have an investment grade long-term unsecured debt rating. In the event that such guarantee and pledge requirement is triggered, the guarantees and pledges ratably would benefit the credit facility, as well as the notes outstanding under Host L.P.’s senior notes indenture, interest rate and currency hedges and certain other hedging and bank product arrangements with lenders that are parties to the credit facility. Even when triggered, the guarantees and pledges only would be required by certain U.S. and Canadian subsidiaries of Host L.P. and a substantial portion of our subsidiaries would provide neither guarantees nor pledges of equity interests. As of December 31, 2013, our leverage ratio was 3.2x.

Interest and Fees.We pay interestinterest on revolver borrowings under the credit facility at floating rates equal to LIBOR plus a margin. During 2013 and prior years, the margin that is set with referenceranged from 175 to our leverage ratio. In the case of LIBOR-based borrowings in U.S. Dollars, as well as Euros and Pounds Sterling denominated borrowings, the rate of interest ranges from 65275 basis points to 150 basis points over LIBOR. We also have the option to pay interest based(depending on the higher of the overnight Federal Funds Rate plus 50 basis points and the Prime Lending Rate, plus, in both cases, the applicable spread ranging from 0 to 50 basis points.Host L.P.’s consolidated leverage ratio). Based on our leverage ratio at December 31, 20102013 of 5.0x,3.2x, we canwould be able to borrow at a rate of LIBOR plus 90 basis points or Prime plus 0175 basis points. ToWhen using leverage-based pricing, to the extent that amounts under the credit facility remain unused, we pay a quarterly commitment fee on the unused portion of the loan commitment of 1025 to 1535 basis points, depending on our average revolver usage during the applicable period. On and after January 24, 2014, the date on which Host L.P. elected ratings-based pricing, the margin will range from 100 to 160 basis points (depending on Host L.P.’s unsecured long-term debt rating). We also will pay a facility fee ranging from 15 to 40 basis points, depending on our rating and regardless of usage. Based on Host L.P.’s unsecured long-term debt rating as of January 24, 2014, we will be able to borrow at a rate of LIBOR plus 125 basis points and pay a facility fee of 25 basis points. During 2013 and prior years, the interest rate margin on the Term Loan ranged from 165 to 265 basis points (depending on Host L.P.’s consolidated leverage ratio). On and after January 24, 2014, the date on which Host L.P. elected ratings-based pricing, we will pay interest on the term loan at floating rates plus a margin ranging from 115 to 200 basis points (depending on Host L.P.’s unsecured long-term debt rating). Based on Host L.P.’s unsecured long-term debt rating at January 24, 2014, the margin would be 145 basis points.  

Other Covenants and Events of Default. The credit facility contains restrictive covenants on customary matters. Certain covenants become less restrictive at any time that our leverage ratio falls below 6.0x. In particular, at any time that our leverage ratio is below 6.0x, we will not be subject to limitations on capital expenditures, and the limitations on acquisitions, investments and dividends contained in the credit facility will be superseded by the generally less restrictive corresponding covenants in our senior notes indenture. Additionally, the credit facility’s restrictions on the incurrence of debt and the payment of dividends generally are consistent with our senior notes indenture. These provisions, under certain circumstances, limit debt incurrence to debt incurred under the credit facility or in connection with a refinancing, and limit dividend payments to those necessary to maintain Host Inc.’s tax status as a REIT. Our senior notes and credit facility have cross default provisions that would trigger a default under those agreements if we were to have a payment default or an acceleration prior to maturity of other debt of Host L.P. or its subsidiaries. The amount of other debt in default needs to be above certain thresholds to trigger a cross default and the thresholds are greater for secured debt than unsecured debt. The credit facility also includes usual and customary events of default for facilities of this nature, and provides that, upon the occurrence and continuance of an event of default, payment of all amounts owed under the credit facility may be accelerated, and the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts owed under the credit facility will become due and payable and the lenders’ commitments will terminate.

Mortgage Debt

All of our mortgage debt is recourse solely to specific assets, except for environmental liabilities, fraud, misapplication of funds and other customary recourse provisions. As of December 31, 2010,2013, we have 1112 assets that are secured by mortgage debt, with an average interest rate of 4.7%4.1%, that mature between 20112014 and 2023.2024. Interest is payable monthly. As of December 31, 2010,2013, we are in compliance with the covenants under all of our mortgage debt obligations.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

We had the following mortgage debt issuances and repayments since January 2009. Interest for our mortgage debt is payable on a monthly basis:2012:

 

Transaction Date

      

Property

  Rate  Maturity
Date
   Amount 
                 (in millions) 

Issuances/Assumptions

         

September

   2010    W New York, Union Square (1)   6.39  10/11/2011    $119  

July

   2010    Le Méridien Piccadilly (2)   1.91  1/20/2012     51  

March

   2009    JW Marriott, Washington, D.C. (3)   7.50  4/2/2013     120  

Repayments/Defeasance

         

December

   2010    Partial repayment of Orlando World Center mortgage (4)   3.76  12/30/2010     54  

December

   2010    JW Marriott, Desert Springs   9.8  12/11/2022     71  

October

   2010    W New York, Union Square (1)   6.39  10/11/2011     119  

February

   2010    Atlanta Marriott Marquis   7.4  2/11/2023     124  

September

   2009    Westin Kierland Resort & Spa   5.08  9/1/2009     135  

July

   2009    San Diego Marriott Hotel & Marina   8.45  7/1/2009     173  

March

   2009    The Westin Indianapolis   9.21  3/11/2022     34  

 

 

 

 

 

 

 

 

Maturity

 

 

 

 

Transaction Date

 

Property

 

Rate

 

 

Date

 

Amount

 

Issuances/Assumptions

 

 

 

 

 

 

 

 

 

(in millions)

 

December 2013

 

Harbor Beach Marriott Resort & Spa

 

 

4.75

%

 

1/1/2024

 

$

150

 

June 2012

 

Hyatt Regency Reston (1)

 

 

3.3

%

 

7/1/2016

 

 

100

 

Repayments

 

 

 

 

 

 

 

 

 

 

 

 

December 2013

 

Harbor Beach Marriott Resort & Spa

 

 

5.55

%

 

3/1/2014

 

 

(134

)

December 2013

 

The Westin Denver Downtown

 

 

8.51

%

 

12/11/2023

 

 

(31

)

May 2013

 

Orlando World Center Marriott

 

 

4.75

%

 

7/1/2013

 

 

(246

)

April 2012

 

JW Marriott, Washington, D.C. (2)

 

 

7.5

%

 

4/2/2013

 

 

(113

)

 

(1)The amount shown reflects our recorded book value of the mortgage debt on the date of acquisition and defeasance, respectively. The face principal of the mortgage debt assumed was $115 million. We defeased this loan on October 19, 2010, which released us from obligations under the mortgage.

(2)

(1)

This

The floating mortgageinterest rate is based onequal to 1-month LIBOR plus 118310 basis points. The rate shown reflects the rate in effect at December 31, 2010.2013. We have the rightoption to extend the maturity for a one year, period subject to certain conditions.

(3)

(2)

The JW Marriott, Washington, D.C.

We prepaid the mortgage debt has a floatingincluding an exit fee of $1 million.

Aggregate Debt Maturities

Aggregate debt maturities are as follows (in millions):

 

 

As of

 

 

 

December 31, 2013

 

2014

 

$

332

 

2015 (1)

 

 

858

 

2016 (2)

 

 

408

 

2017

 

 

540

 

2018

 

 

-

 

Thereafter

 

 

2,650

 

 

 

 

4,788

 

Unamortized (discounts) premiums, net

 

 

(32

)

Fair value hedge adjustment

 

 

1

 

Capital lease obligations

 

 

2

 

 

 

$

4,759

 

(1)Includes $225 million outstanding under the credit facility that was repaid in January 2014.

(2)Includes $150 million Series Q senior notes that were repaid in February 2014.

Interest

The following items are included in interest expense (in millions):

 

 

Year ended December 31,

 

 

 

2013(1)

 

 

2012(1)

 

 

2011(1)

 

Interest expense

 

$

304

 

 

$

373

 

 

$

371

 

Amortization of debt premiums/discounts, net (2)

 

 

(15

)

 

 

(18

)

 

 

(32

)

Amortization of deferred financing costs

 

 

(10

)

 

 

(12

)

 

 

(11

)

Non-cash losses on debt extinguishments

 

 

(13

)

 

 

(9

)

 

 

(4

)

Change in accrued interest

 

 

16

 

 

 

4

 

 

 

(4

)

Interest paid (3)

 

$

282

 

 

$

338

 

 

$

320

 

(1)

Interest expense and interest ratepaid for 2013, 2012 and 2011 includes cash prepayment premiums of LIBOR plus 600 basis points, with a LIBOR floor of 1.5%. The interest rate shown reflectsapproximately $23 million, $21 million and $5 million, respectively.

(2)

Primarily represents the rate in effect at December 31, 2010. Additionally, we have the right to extend the maturity for an additional one-year period, subject to certain conditions. In addition, as required by the loan agreement, we entered into an interest rate cap agreement which caps the LIBOR rate at 3% through the lifeamortization of the loan.debt discount on our Debentures, which is non-cash interest expense.

(4)

(3)

On December 17, 2010, we entered into an amendment under the $300

Does not include capitalized interest of $6 million, mortgage loan secured by the Orlando World Center Marriott. As a result of the amendment, we repaid $54$6 million of the outstanding principal on December 30, 2010 and extended the maturity of the loan to July 1, 2013. We implemented a fixed annual interest rate of 4.75% on the remaining $246$4 million outstanding.during 2013, 2012 and 2011, respectively.

119


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Interest Rate Derivative Instruments

We have entered into several derivativesOur debt repayments resulted in order to manage our exposures to risks associated with changes in interest rates. None of our derivatives have been entered into for trading purposes. See Note 13 – “Fair Value Measurements.”

Aggregate Debt Maturities

Aggregate debt maturities at December 31, 2010 are as follows (in millions):

2011 (1)

  $192  

2012 (2)

   588  

2013

   609  

2014

   1,292  

2015

   1,062  

Thereafter

   1,769  
     
   5,512  

Unamortized (discounts) premiums, net

   (95

Capital lease obligations

   60  
     
  $5,477  
     

(1)The debt maturing in 2011 includes $58 million outstanding on our credit facility, for which we have the option to extend the maturity for an additional year, subject to the satisfaction of certain financial covenants.
(2)In January 2011, we extended the maturity of the $50 million Le Méridien Piccadilly mortgage to January 20, 2012 and, therefore, have included it in the 2012 maturities. The mortgage loan can be extended for an additional one-year period, subject to the satisfaction of certain financial covenants.

Interest

The following areextinguishment costs included in interest expense for the years ended December 31, (in millions):2013, 2012 and 2011 of $36 million, $30 million and $9 million, respectively.

   2010 (1)  2009 (2)  2008 

Interest expense

  $384   $379   $375  

Amortization of debt premiums/discounts, net (3)

   (34  (31  (33

Amortization of deferred financing costs

   (12  (12  (12

Non-cash gains/(losses) on debt extinguishments

   (1  2    14  

Change in accrued interest

   10    (11  (4
             

Interest paid (4)

  $347   $327   $340  
             

(1)Interest expense and interest paid for 2010 includes cash prepayment premiums of approximately $20 million. No significant prepayment premiums were paid in 2009 or 2008.
(2)Interest expense and interest paid for 2009 is net of $7 million received in connection with the 2007 defeasance of $514 million in collateralized mortgage-backed securities.
(3)Primarily represents the amortization of the debt discount, which is non-cash interest expense, on our Debentures established at the date of issuance. See “–Exchangeable Debentures”.
(4)Does not include capitalized interest of $3 million, $5 million and $10 million during 2010, 2009 and 2008, respectively.

Amortization of property and equipment under capital leases totaled $1 million, $1 million and $2$3 million for 2010, 20092013, 2012 and 2008,2011, respectively, and is included in depreciation and amortization on the accompanying consolidated statements of operations.

5.

Equity of Host Inc. and Capital of Host L.P.

5. Equity of Host Inc. and Capital of Host L.P.

Equity of Host Inc.

Host Inc. has authorized 1,050 million shares of common stock, with a par value of $0.01 per share, of which 675.6 754.8 million and 646.3724.6 million were outstanding as of December 31, 20102013 and 2009,2012, respectively. Fifty million shares of no par value preferred stock are authorized; none of thosesuch preferred shares were outstanding as of December 31, 20102013 and 4.0 million were outstanding at December 31, 2009.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES2012.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Capital of Host L.P.

As of December 31, 2010,2013, Host Inc. is the owner of approximately 98.4%98.7% of Host L.P.’s common OP units. The remaining 1.6%1.3% of Host L.P.’s common OP units are held by various third partyunaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each OP unit.

As In connection with the issuance of December 31, 2010 and 2009, Host L.P. has 671.8 million and 644.4 million common OP units outstanding, respectively, of which Host Inc. held 661.4 million and 632.7 million, respectively. In addition, no preferred OP units were outstanding as of December 31, 2010 and 4.0 million were outstanding at December 31, 2009.

In exchange for any shares issued by Host Inc., Host L.P. will issue OP units based on the applicablesame conversion ratio. Additionally, funds used byAs of December 31, 2013 and 2012, Host L.P. has 748.4 million and 719.2 million OP units outstanding, respectively, of which Host Inc. to pay dividends on its common stock are provided through distributions from Host L.P.held 738.9 million and 709.4 million, respectively.

Issuances of Common Stock and Common OP Units

On August 19, 2010,During 2013, Host Inc. entered into aissued 16.9 million shares of common stock, at an average price of $17.78 per share, for net proceeds of approximately $297 million. These issuances were made in “at-the-market” offerings pursuant to Sales Agency Financing AgreementAgreements with BNY Mellon Capital Markets, LLC through whichand Scotia Capital (USA) Inc. In connection with the common stock issuance, Host L.P. issued 16.5 million common OP units. These issuances completed the capacity under the current agreements.

During March 2013, $174 million of the 2004 Debentures were exchanged for shares of Host Inc. may issue and sell, from time to time, shares of common stock, having an aggregate offering price of up to $400 million. The sales will be made in “attotaling approximately 11.7 million shares. In connection with the market” offerings under Securities and Exchange Commission (SEC) rules, including sales made directly on the New York Stock Exchange. BNY Mellon Capital Markets, LLC is acting as sales agent.exchange, Host L.P. issued 11.5 million common OP units.

In 2012, Host Inc. issued approximately 18.817.5 million shares of common stock, through this new program at an average price of $15.96$15.67 per share, for net proceeds of $297approximately $271 million. Host Inc. may continueThese issuances were made in “at-the-market” offerings pursuant to sell shares of common stock under its new program from time to time based on market conditions, although they are not under an obligation to sell any shares. Host Inc. has approximately $100 million remaining under the program.

On August 19, 2009, Host Inc. entered into a Sales Agency Financing AgreementAgreements with BNY Mellon Capital Markets, LLC through which Hostand Scotia Capital (USA) Inc. may issue and sell, from time to time, shares ofIn connection with the common stock having an aggregate offering price of up to $400 million. During 2010 and 2009,issuance, Host Inc.L.P. issued approximately 817.1 million and 28 million shares, respectively of common stock through this program at an average price of approximately $13.58 per share and $10.37 per share, respectively, for net proceeds of approximately $109 million and $287 million, respectively.OP units.

On April 29, 2009, Host Inc. issued 75.75 million of common stock at $6.60 per share and received net proceeds of approximately $480 million, net of underwriting discounts, commissions and transaction expenses.

Dividends/Distributions

Host Inc. is required to distribute at least 90% of its annual taxable income, excluding net capital gains, to its stockholders in order to maintain its qualification as a REIT, including taxable income recognized for federal income tax purposes but with regard to which we do not receive cash. Funds used by Host Inc. to pay dividends on its common stock are provided through distributions from Host L.P. Host Inc.’s policy in 2010 was to pay a dividend of $.01 per quarter with respect to its common stock, without regard to the existence of taxable income. The amount of any future dividends will be determined by Host Inc.’s Board of Directors.

On September 14, 2009, Host Inc. announcedThe dividends that its Boardwere taxable to our stockholders in 2013 were considered 96.5% ordinary income and 3.5% unrecaptured Section 1250 gain. All dividends that were taxable to our stockholders in 2012 were considered 100% ordinary income. None of Directors authorizedsuch dividends was considered qualified dividends subject to a special dividend of $0.25 per share of common stock of Host Inc., which was paid on December 18, 2009 to holders of record as of November 6, 2009. reduced tax rate.

The dividend was paid with cash or with shares of common stock, at the election of the stockholder. In order to comply with Host Inc.’s remaining REIT taxable income distribution requirements for the year ended December 31, 2009, Host Inc.’s Board of Directors determined that the cash component of the dividend (other than cash paid in lieu of fractional shares) would not exceed 10% in the aggregate. As a result, Host Inc. issued 13.4 million shares of Host Inc. common stock valued at $140 million on December 18, 2009, and paid cash intable below presents the amount of approximately $16 million, for a total dividend of $156 million. Pursuant to the Third Amendedcommon dividends declared per share and Restated Agreement of Limited Partnership of Host L.P.,common distributions per unit as amended (the “Partnership Agreement”), commonfollows:

 

Year ended December 31,

 

 

2013

 

 

2012

 

 

2011

 

Common stock

$

.46

 

 

$

.30

 

 

$

.14

 

Common OP units

 

.470

 

 

 

.306

 

 

 

.143

 

120


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

OP unitholders received theOn February 18, 2014, Host Inc.’s Board of Directors authorized a regular quarterly cash distributiondividend of 10% of the $0.25$0.14 per share dividend paid byon Host Inc. to its common stockholders, or $0.025 per OP unit, but did not receive an equivalent per unit distribution for the 90% of the dividend paid with Host Inc.’s common stock. Therefore, subsequent to the issuance of shares of common stockThe dividend is payable on April 15, 2014 to stockholders of Host Inc., the conversion factor used to convert OP units into shares of Host Inc. common stock was adjusted from 1.0 to 1.021494.record on March 31, 2014.

6.

Income Taxes

All common and preferred cash and stock dividends that were taxable to our stockholders in 2010 and 2009 were considered 100% ordinary income. None of such dividends were considered qualified dividends subject to a reduced tax rate. The table below presents the amount of common and preferred dividends declared per share and common and preferred distributions per unit as follows:

   2010   2009   2008 

Common stock

  $.04    $.25    $.65  

Class E preferred stock 8 7/8%

   .555     2.22     2.22  

Common OP units

   .041     .025     .65  

Class E preferred OP units 8 7/8%

   .555     2.22     2.22  

Preferred Stock Redemption

On June 18, 2010, Host Inc. redeemed 4,034,300 shares of its 8 7/8% Class E cumulative redeemable preferred stock at a redemption price of $25.00 per share, plus accrued dividends. The original issuance costs for the Class E preferred stock are treated as a deemed dividend in Host Inc.’s consolidated statement of operations and have been reflected as a deduction to net income available to common stockholders for the purpose of calculating Host Inc.’s basic and diluted earnings per share. Similarly, the issuance costs have been treated as a deemed distribution in Host L.P.’s consolidated statement of operations and have been reflected as a reduction to Host L.P.’s earnings per diluted unit. As a result of the redemption, no classes of preferred stock are outstanding.

6. Income Taxes

Host Inc. elected to be taxed as a REIT effective January 1, 1999, pursuant to the U.S. Internal Revenue Code of 1986, as amended. In general, a corporation that elects REIT status and meets certain tax law requirements regarding the distribution of its taxable income to its stockholders as prescribed by applicable tax laws and complies with certain other requirements (relating primarily to the composition of its assets and the sources of its revenues) is generally not subject to federal and state income taxation on its operating income that is distributed to its stockholders. As a partnership for federal income tax purposes, Host L.P. is not subject to federal income tax. It is, however, subject to state, local and foreign income and franchise tax in certain jurisdictions. In addition to paying federal and state income taxes on any retained income, one of our subsidiary REITs is subject to taxes on “built-in-gains” that result from sales of certain assets. Additionally, each of our taxable REIT subsidiaries is taxable as a regular C corporation, subject to federal, state and foreign income tax. The consolidated income tax provision or benefit includes the income tax provision or benefit related to the operations of the taxable REIT subsidiaries, state income taxes incurred by Host Inc. and Host L.P. and foreign income taxes incurred by Host L.P., as well as each of their respective subsidiaries.

Where required, deferred income taxes are accounted for using the asset and liability method. Under this method, deferred income taxes are recognized for temporary differences between the financial reporting bases of assets and liabilities and their respective tax bases and for operating loss, capital loss and tax credit carryovers based on enacted tax rates expected to be in effect when such amounts are realized or settled. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of available evidence, including future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total deferred tax assets and liabilities at December 31, 2010 and 2009 are as follows (in millions):

   2010  2009 

Deferred tax assets

  $161   $108  

Less: Valuation allowance

   (44  (37
         

Subtotal

   117    71  

Deferred tax liabilities

   (40  (16
         

Net deferred tax asset

  $77   $55  
         

We have recorded a 100% valuation allowance of approximately $38$44 million against the net deferred tax asset related to the net operating loss and asset tax credit carryovers as of December 31, 20102013 with respect to our hotel in Mexico. There is a $1$4 million valuation allowance against the deferred tax asset related to the net operating loss and capital loss carryovers as of December 31, 20102013 with respect to our hotels in Canada. There is a $3 million valuation allowance related to the net operating loss incurred by our office in Rio de Janeiro. Finally, there is a $5$10 million valuation allowance against the deferred tax asset related to the net operating loss carryovers as of December 31, 20102013 with respect to certain of our U.S. taxable REIT subsidiaries that actacted as lessee pursuant to the terminated HPT leases. We expect that the remaining net operating loss and alternative minimum tax credit carryovers for U.S. federal income tax purposes towill be realized. The net decrease and the net increase in the valuation allowance for the year ending December 31, 20102013 and December 31, 2009 was2012 is approximately $7$2 million and $9$16 million, respectively. The primary components of our net deferred tax asset wereare as follows (in millions):

 

As of December 31,

 

  2010 2009 

Deferred tax assets

2013

 

 

2012

 

Accrued related party interest

  $11   $7  

$

19

 

 

$

17

 

Net operating loss and capital loss carryovers

   71    51  

 

85

 

 

 

101

 

Alternative minimum tax credits

   4    4  

 

5

 

 

 

4

 

Property and equipment

   (4  (3

 

4

 

 

 

4

 

Investments in domestic affiliates

 

3

 

 

 

3

 

Other

 

1

 

 

 

2

 

Deferred revenue

 

57

 

 

 

54

 

Total gross deferred tax assets

 

174

 

 

 

185

 

Less: Valuation allowance

 

(61

)

 

 

(63

)

Total deferred tax assets, net of valuation allowance

$

113

 

 

$

122

 

Deferred tax liabilities

 

 

 

 

 

 

 

Property and equipment

 

(21

)

 

 

(23

)

Investments in domestic and foreign affiliates

   (2  (11

 

(6

)

 

 

(6

)

Prepaid revenue

   55    46  

Purchase accounting items

   (14  (2

Other

 

(3

)

 

 

(3

)

Total gross deferred tax liabilities

 

(30

)

 

 

(32

)

Net deferred tax assets

$

83

 

 

$

90

 

       

 

 

 

 

 

 

 

Subtotal

   121    92  

Less: Valuation allowance

   (44  (37
       

Net deferred tax asset

  $77   $55  
       

At December 31, 2010,2013, we have aggregate gross domestic and foreign net operating loss, capital loss and tax credit carryovers of approximately $200$250 million. We have deferred tax assets related to these loss and tax credit carryovers of approximately $71$85 million, with a valuation allowance of approximately $44$61 million. Our net operating loss carryovers expire through 2030,2031, and our foreign capital loss carryovers have no expiration period. Our domestic alternative minimum tax credits have no expiration period and our foreign asset tax credits expire through 2017.

Our U.S. and foreign income (loss) from continuing operations before income taxes was as follows (in millions):

 

Year ended December 31,

 

  2010 2009 2008 

2013

 

 

2012

 

 

2011

 

U.S. income (loss)

  $(170 $(208 $382  

$

213

 

 

$

(22

)

 

$

(60

)

Foreign income (loss)

   11    (28  (2
          

Foreign income

 

18

 

 

 

45

 

 

 

32

 

Total

  $(159 $(236 $380  

$

231

 

 

$

23

 

 

$

(28

)

          

121


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The provision (benefit) provision for income taxes for continuing operations consists of (in millions):

 

   2010  2009  2008 

Current — Federal

  $—     $(7 $—    

    — State

   1    2    2  

    — Foreign

   4    4    3  
             
   5    (1  5  
             

Deferred — Federal

   (31  (33  (11

      — State

   (6  (7  2  

      — Foreign

   1    2    1  
             
   (36  (38  (8
             

Income tax benefit – continuing operations

  $(31 $(39 $(3
             

 

 

 

Year ended December 31,

 

 

 

 

2013

 

 

2012

 

 

2011

 

Current

—Federal

 

$

2

 

 

$

3

 

 

$

1

 

 

—State

 

 

4

 

 

 

1

 

 

 

1

 

 

—Foreign

 

 

9

 

 

 

10

 

 

 

8

 

 

 

 

 

15

 

 

 

14

 

 

 

10

 

Deferred

—Federal

 

 

4

 

 

 

11

 

 

 

(11

)

 

—State

 

 

1

 

 

 

1

 

 

 

(2

)

 

—Foreign

 

 

1

 

 

 

5

 

 

 

2

 

 

 

 

 

6

 

 

 

17

 

 

 

(11

)

Income tax provision (benefit) – continuing operations

 

$

21

 

 

$

31

 

 

$

(1

)

The total benefitprovision (benefit) for income taxes, including the amounts associated with discontinued operations, was ($32)$26 million, ($40)$32 million, and ($3)2) million in 2010, 20092013, 2012, and 2008,2011, respectively.

The differences between the income tax provision (benefit) provision calculated at the statutory U.S. federal income tax rate of 35% and the actual income tax provision (benefit) provision recorded each year for continuing operations are as follows (in millions):

 

   2010  2009  2008 

Statutory federal income tax provision (benefit) – continuing operations

  $(56 $(83 $133  

Adjustment for nontaxable (income) loss of Host Inc. – continuing operations

   25    43    (144

State income tax provision, net

   (5  (3  2  

Uncertain tax positions provision (benefit)

   —      (7  2  

Foreign income tax provision

   5    11    4  
             

Income tax benefit – continuing operations

  $(31 $(39 $(3
             

 

 

Year ended December 31,

 

 

 

2013

 

 

2012

 

 

2011

 

Statutory federal income tax provision (benefit) – continuing operations

 

$

81

 

 

$

8

 

 

$

(10

)

Adjustment for nontaxable (income) loss of Host Inc. – continuing operations

 

 

(77

)

 

 

4

 

 

 

 

State income tax provision (benefit), net

 

 

5

 

 

 

2

 

 

 

(1

)

Provision for uncertain tax positions

 

 

2

 

 

 

2

 

 

 

 

Foreign income tax provision

 

 

10

 

 

 

15

 

 

 

10

 

Income tax provision (benefit) – continuing operations

 

$

21

 

 

$

31

 

 

$

(1

)

Cash paid for income taxes, net of refunds received, was $4$17 million, $5$12 million, and $7$8 million in 2010, 20092013, 2012, and 2008,2011, respectively.

GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. We must determine whether it is “more-likely-than-not” that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets the more-likely-than-not recognition threshold, the position is measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement in order to determine the amount of benefit to recognize in the financial statements. This accounting standard applies to all tax positions related to income taxes. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

 

   2010   2009 

Balance at January 1

  $5    $13  

Reductions due to expiration of certain statutes of limitation

   —       (7

Other increases (decreases)

   —       (1
          

Balance at December 31

  $5    $5  
          

 

 

2013

 

 

2012

 

Balance at January 1

 

$

3

 

 

$

5

 

Reduction due to expiration of certain statutes of limitation

 

 

 

 

 

(4

)

Other increases (decreases)

 

 

2

 

 

 

2

 

Balance at December 31

 

$

5

 

 

$

3

 

All of such uncertain tax position amount, if recognized, would impact our reconciliation between the income tax provision (benefit) calculated at the statutory U.S. federal income tax rate of 35% and the actual income tax provision (benefit) recorded each year. In 2009, we recognized

We expect an income tax benefit of $7 million, relatedincrease to the reduction of previously accrued income taxes after an evaluation of the exposure items and the expiration of the related statutes of limitation. No such amount was recognized in 2010.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

It is reasonably possible that the total amountbalance of unrecognized tax benefits will not change within 12 months of the reporting date.date of approximately $2 million. As of December 31, 2010,2013, the tax years that remain subject to examination by major tax jurisdictions generally include 2007-2010.2010-2013.

We recognizeThere were no material interest accrued related to unrecognized tax benefits in interest expense andor penalties in operating expenses. During each ofrecognized for the years ended December 31, 2010, 20092013, 2012 and 2008, we recognized approximately $0.1 million of interest expense related to the unrecognized tax benefits. We had approximately $0.6 million and $0.5 million of interest accrued at December 31, 2010, and 2009, respectively.

7. Leases2011.

122


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.

Leases

Taxable REIT Subsidiaries Leases

We lease substantially all of our hotels to a wholly owned subsidiary that qualifies as a taxable REIT subsidiary due to federal income tax restrictions on a REIT’s ability to derive revenue directly from the operation and management of a hotel.

Vornado Lease

Hospitality PropertiesOn July 30, 2012, we leased the retail and signage components of the New York Marriott Marquis to Vornado Realty Trust Relationship

We own(“Vornado”). Vornado will redevelop and expand the existing retail space and a leasehold interest in 53 Courtyard by Marriott properties, which properties were sold to Hospitality Properties Trust (“HPT”) and leased back to us in 1995 and 1996. In conjunction with our conversion toportion of the parking garage into a REIT, we entered into subleases for these 53 properties,high-end retail space, as well as 18 Residence Inn by Marriott properties, withcreate a third party. In late June 2010, HPT sent notices of default because the subtenants failed to meet net worth covenants, which would have triggered an event of default by us under the leases between ussix-story, block front, LED signage. The lease has a 20-year term and, HPT. As a result, we terminated the subleases effective July 6, 2010 and we resumed acting as owner under the management agreements. Effective upon termination of the subleases, we recorded the operations of the hotels as opposed to rental income for the remaining portion of 2010. As a result, we recorded $123 million of hotel revenues for the 71 properties, as well as $44 million of rental income earned prior to the termination of the subleases in 2010, which are included in other revenues on the consolidated statements of operations. Additionally, we recorded $96 million of hotel expenses related to the 71 properties, as well as $84 million of rental expense due to HPT in 2010, which are included in other property-level expenses on the consolidated statements of operations. The property revenues and rental income recorded, less the hotel expenses and rental expenses, resulted in a loss of approximately $13 million and $1 million in 2010 and 2009, respectively, and a gain of $4 million in 2008.

The subtenants remain obligated to us for outstanding rent payment obligations to the extent that operating cash generated by the hotels is less than rent that would have been paid under the terminated subleases, although they have not funded the obligation since the termination of the subleases. At the expiration of that master lease, HPT is obligated to pay us deferred proceeds related to the initial sale of the 53 Courtyard properties of approximately $51 million, subject to damages arising out of an event of default, if any, under the master lease, plus additional amounts held in a tenant collection account. We terminated the master lease on the 18 Residence Inn properties in accordance with its terms effective December 31, 2010, at which time HPT paid us $17.2 million of deferred proceeds related to the initial sale of the 18 Residence Inn properties and additional amounts held in the tenants collection account. On November 23, 2010, we gave notice that we will not extendover the term of the master lease, each party has options that, if exercised, would result in ownership of the retail space being conveyed to Vornado at a price based on the 53 Courtyard by Marriott properties, which will result in termination and expirationfuture cash flow of the leased property. Minimum rental revenue is recognized on a straight-line basis over the term of the lease. The future minimum rental revenue under the non-cancelable lease is $12.5 million on those properties effective December 31, 2012.an annual basis. Percentage rent is accrued when the specified income targets have been met.

Ground Leases

Ground Leases

As of December 31, 2010,2013, all or a portion of 36 of our hotels including Le Méridien Piccadilly discussed below, are subject to ground leases, generally with multiple renewal options, all of which are accounted for as operating leases. For lease agreements with scheduled rent increases, we recognize the lease expense ratably over the term of the lease. Certain of these leases contain provisions for the payment of contingent rentals based on a percentage of sales in excess of stipulated amounts.  Additionally, the rental payments under one lease are based on real estate tax assessments.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Hospitality Properties Trust

Le Méridien Piccadilly

On July, 22, 2010, we acquiredWe owned a leasehold interest in Le Méridien, Piccadilly53 Courtyard by Marriott and 18 Residence Inn by Marriott properties, which properties were sold to Hospitality Properties Trust (“HPT”) and leased back to us in London (see Note 11 — “Acquisitions”).1995 and 1996. In conjunctionconnection with the acquisition,our conversion to a REIT, we assumed the existing lease agreemententered into subleases with a subsidiary of Barceló Crestline Corporation (“Barceló”) for the usethese properties and Barceló guaranteed rent payments to HPT as part of the property, which includes bothsublease. We terminated the landsubleases effective July 6, 2010 and resumed acting as owner under the building and includes minimum payments and contingent payments based on the operationmanagement agreements. Effective upon termination of the hotel. Upon acquisition,subleases, we calculated the fair value of the lease based on its expected lease payments discounted at a risk adjusted rate of 10% and allocated the value to its land and building components. The portion of the lease allocated to the land is considered an operating lease and we expense the associated lease payments to ground rent over the life of the lease. The portion of the lease allocated to the building is considered a capital lease, as it extends beyond the useful life of the asset. Therefore, we recorded a capital lease asset and obligation of £38 million ($58 million) based on the fair value of the expected lease payments over the life of the lease. We amortize the capital lease asset over the expected useful life of the asset, or 40 years. Amortization of the capital lease asset is included in depreciation and amortization. We amortize the capital lease obligation using the effective interest method and an implicit rate based on the minimum lease payments. Contingent payments based on the operations of the hotel that exceedhotels as opposed to rental income.     

We terminated the minimum payments will be expensed as incurred.master lease with HPT on the 18 Residence Inn properties effective December 31, 2010 and received $17.2 million of deferred proceeds related to the initial sale and additional amounts held in the tenant collection account. We terminated the lease on the 53 Courtyard by Marriott properties effective December 31, 2012. At the expiration of the lease in 2012, HPT paid us deferred proceeds related to the initial sale of approximately $51 million. Approximately $11 million related to tenant collections accounts and $5 million for working capital were received in 2013.

Other Lease Information

We also have leases on facilities used in our former restaurant business, someall of which we subsequently subleased. These leases and subleases contain one or more renewal options, generally for five or ten-year periods. The restaurant leases are accounted for as operating leases. Our lease activitiescontingent liability related to these leases is $17 million as of December 31, 2013. However, management considers the likelihood of any material funding related to these leases to be remote. Our leasing activity also include leasesincludes those entered into by our hotels for various types of equipment, such as computer equipment, vehicles and telephone systems. Equipment leases are accounted for either as either operating or capital leases, depending on the characteristics of the particular lease arrangement. Equipment leases that are characterized as capital leases are classified as furniture and equipment and are depreciated over the life of the lease. The amortization chargeexpense applicable to capitalized leases is included in depreciation expense.

General123


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following table presents the future minimum annual rental commitments required under non-cancelable leases for which we are the lessee as of December 31, 2010. (in millions):

 

 

As of December 31, 2013

 

 

 

Capital

 

 

Operating

 

 

 

Leases

 

 

Leases

 

2014

 

$

1

 

 

$

45

 

2015

 

 

1

 

 

 

43

 

2016

 

 

 

 

 

42

 

2017

 

 

 

 

 

42

 

2018

 

 

 

 

 

41

 

Thereafter

 

 

 

 

 

1,591

 

Total minimum lease payments

 

$

2

 

 

$

1,804

 

Minimum payments for the operating leases have not been reduced by aggregate minimum sublease rentals from restaurants of approximately $6$5 million per year that are payable to us under non-cancelable subleases.

   Capital
Leases
  Operating
Leases
 
   (in millions) 

2011

  $3   $109  

2012

   3    104  

2013

   2    34  

2014

   2    32  

2015

   2    31  

Thereafter

   147    1,022  
         

Total minimum lease payments

   159   $1,332  
      

Less: amount representing interest

   (32 
      

Present value of minimum lease payments

  $127   
      

We remain contingently liable on certain leases relating to our former restaurant business. Such contingent liabilities aggregated $18 million as of December 31, 2010. However, management considers the likelihood of any material funding related to these leases to be remote.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Rent expense is included in other property-level expenses line itemon our consolidated statements of operations and consists of (in millions):

 

 

Year ended December 31,

 

  2010 2009 2008 

 

2013

 

 

2012

 

 

2011

 

Minimum rentals on operating leases

  $128   $122   $121  

 

$

50

 

 

$

117

 

 

$

114

 

Additional rentals based on sales

   19    23    39  

 

 

32

 

 

 

31

 

 

 

26

 

Rental payments based on real estate tax assessments

   21    19    —    

 

 

24

 

 

 

23

 

 

 

22

 

Less: sublease rentals

   (44  (83  (90

 

 

(3

)

 

 

(3

)

 

 

(3

)

          

 

$

103

 

 

$

168

 

 

$

159

 

  $124   $81   $70  
          

8. Employee Stock Plans

In connection with Host Inc.’s conversion to a REIT, Host L.P. assumed the employee obligations of Host Inc.

8.

Employee Stock Plans

Upon the issuance of Host Inc.’s common stock under either of the two stock-based compensation plans described below, Host L.P. will issue to Host Inc. common OP units of an equivalent value. Accordingly, these liabilities and related disclosures are included in both Host Inc.’s and Host L.P.’s consolidated financial statements.

Host Inc. maintains two stock-based compensation plans, the Comprehensive Stock and Cash Incentive Plan (the “2009 Comprehensive Plan”), wherebyunder which Host Inc. may award to participating employees (i) restricted sharesstock awards of Host Inc.’s common stock (ii)and options to purchase our common stock and (iii) deferred shares of our common stock and the employee stock purchase plan (ESPP)Employee Stock Purchase Plan (“ESPP”). At December 31, 2010,2013, there were approximately 19.218 million shares of Host Inc.’s common stock reserved and available for issuance under the 2009 Comprehensive Plan.

We recognize costs resulting from share-based payment transactionspayments in our financial statements over their vesting periods. We classify share-based payment awards granted in exchange for employee services as either equity awards or liability awards. The classification of restricted stock awards as either an equity award or a liability award is based upon cash settlement options. Equity awards are measured based on the fair value on the date of grant. Liability classified awards are re-measured to fair value each reporting period. The value of all restricted stock awards, less estimated forfeitures, is recognized over the period during which an employee is required to provide service in exchange for the award—the requisite service period (usually the vesting period). No compensation cost is recognized for awards for which employees do not render the requisite service. The senior executiveservices. We classify share-based payment awards granted in exchange for employee services as either equity or liability awards. Equity awards are measured based on their fair value as of the date of grant. In contrast, liability awards are re-measured to fair value each reporting period.

During 2013, 2012 and 2011, we recorded stock-based compensation expense of approximately $18 million, $16 million and $19 million, respectively. Shares granted in 2013, 2012 and 2011 totaled 2.2 million, 1.8 million and 0.2 million, respectively, while 1.2 million, 0.9 million and 1.5 million, respectively, vested during those years.

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HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Senior Executive Plan

During 2013, Host Inc. granted 1.7 million shares of restricted stock awards have beenand 0.4 million shares of stock option awards to senior executives (the “Annual Plan”). The restricted stock awards and stock option awards vest on an annual basis; therefore, no awards were outstanding at December 31, 2013.

Restricted stock awards

Vesting of restricted stock awards is based on (1) the achievement of relative total shareholder return (“TSR”) and (2) the company and the personal performance of employees attributable to specific management business objectives. Approximately 50% of the restricted stock awards are based on the satisfaction of the TSR compared to (i) the NAREIT index, (ii) the Standards & Poor index, and (iii) a Selected Lodging Company index that serves as a relevant industry/asset specific measurement to our competitors, with the remaining 50% based on the achievement of management business objectives. Restricted stock awards granted to U.S. senior executives are classified as liability awards, primarily due to settlement features that allow the recipient to have a percentage of the restricted stock awards withheld to meet tax requirements in excess of the statutory minimum withholding. Otherwithholding requirements. The fair value of these shares is adjusted at each balance sheet date and, at year end, is equal to the number of shares earned during the year at the December 31, 2013 stock price. Of the awards granted in 2013, 93% were classified as liability awards. In contrast, restricted stock awards have been classified as equity awards as these awardsgranted to senior executives operating out of our international offices do not have this optional tax withholding feature.settlement feature and are considered equity awards. The fair value of these equity awards is based on the fair value on the grant date, and is not adjusted for subsequent movements in fair value.

On May 14, 2009, our stockholders approved the 2009 Comprehensive Plan. The 2009 Comprehensive Plan currently has 25.5 million shares authorized, which includes incremental shares approved on May 7, 2010 to reflect our 2009 stock dividend, that can be issued for stock-based compensation to employees and directors. Shares described below that were granted after this date were issued under this plan. We granted 5.0 million restricted shares to senior executives that vest in 2010During 2013, 2012 and 2011, and 1.0 million stock options under this plan. We also granted 0.2 million restricted shares to other employees at a per share price of $10.40.

Prior to the adoption of the 2009 Comprehensive Plan, we granted 2.4 million restricted shares and 0.4 million stock options to senior executives that had a requisite service period through December 31, 2009. These shares were granted under our previous 1997 Comprehensive Stock and Cash Incentive Plan (the “1997 Comprehensive Plan”) which is not in effect as of December 31, 2009. We also granted 0.2 million restricted shares to upper middle management during 2009 through the 1997 Comprehensive Plan.

During 2010, 2009 and 2008, we recorded compensation expense of approximately $39.6 $14 million, $20.5$12 million and $2.8 million, respectively. Shares granted in 2010, 2009 and 2008 totaled 0.4 million, 9.0 million and 0.3 million, respectively, while 2.6 million, 2.2 million and 0.3 million vested during those years. Approximately 4.3 million shares are unvested as of December 31, 2010 with a weighted average fair value of $10.30 per share.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Senior Executive Restricted Stock

During 2009, Host Inc. granted shares to senior executives that vest through year end 2011 in three annual installments (the “2009 – 2011 Plan”). Vesting for these shares is determined based on (1) personal performance based on the achievement of specific management business objectives and (2) market performance based on the achievement of total shareholder return on a relative basis. These awards are considered liability awards; therefore we recognize compensation expense over the requisite period based on the fair value of the award at the balance sheet date. The fair value of the personal performance awards are based on management’s estimate of shares that will vest during the requisite service period at the balance sheet market rate. The fair value of the awards that vest based on market performance is estimated using a simulation or Monte Carlo method. For the purpose of the simulation at year end 2010, we assumed a volatility of 82.9%, which is calculated based on the volatility of our stock price over the last three years, a risk-free interest rate of 1.02%, which reflects the yield on a 3-year Treasury bond, and stock betas of 1.062 and 1.377 compared to the Lodging composite index and the REIT composite index, respectively, based on three years of historical price data. The number of shares issued is adjusted for forfeitures.

Under the 2009-2011 Plan, we granted a total of 7.5 million shares (0.3 million in 2010 and 7.2 million in 2009). The grants in 2010 primarily relate to new hires or promotions. Of the 7.5 million shares granted, vesting for approximately 48% of the shares is based on the satisfaction of personal performance goals set by each executive, approximately 26% is based on the achievement of total shareholder return on a relative basis compared to the NAREIT index and approximately 26% is based on the achievement of total shareholder return in comparison to eight other lodging companies. Shares that vest based on market conditions that are not earned in any given year are still outstanding and may be earned based on our cumulative relative market performance for the period from January 1, 2009 through December 31, 2011.

During the first quarter of 2006, Host Inc. granted shares to senior executives that vested through year end 2008 in three annual installments (the “2006 – 2008 Plan”). The plan concluded as of December 31, 2008 and all shares were either vested or forfeited. Vesting for these shares was determined both on continued employment and market performance based on the achievement of total shareholder return on an absolute and relative basis. Approximately 110,000 of the shares remaining under the plan vested as of December 31, 2008 and were issued on February 5, 2009.

During 2010, 2009 and 2008, we recorded compensation expense of approximately $36 million, $19 million and $2$15 million, respectively, related to the restricted stock awards to senior executives. Based on the valuation criteria above, the total unrecognized compensation cost that relates to nonvested restricted stock awards at December 31, 2010 was approximately $32 million, which, if earned, will be recognized over the weighted average of one year. The following table is a summary of the status of our senior executive plans for the three years ended December 31, 2010. The fair values for the awards below are based on the fair value at the respective transaction dates, as the awards are classified as liability awards.2013:

 

 

Year ended December 31,

 

 

2013

 

 

2012

 

 

2011

 

  2010   2009   2008 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

  Shares
(in millions)
 Fair Value
(per share)
   Shares
(in millions)
 Fair Value
(per share)
   Shares
(in millions)
 Fair Value
(per share)
 

 

(in millions)

 

 

(per share)

 

 

(in millions)

 

 

(per share)

 

 

(in millions)

 

 

(per share)

 

Balance, at beginning of year

   5.6   $7     0.1   $7     1.5   $7  

 

 

 

 

$

 

 

 

 

 

$

 

 

 

3.7

 

 

$

11

 

Granted

   0.2    17     7.2    9     0.2    18  

 

 

1.7

 

 

 

16

 

 

 

1.6

 

 

 

14

 

 

 

0.1

 

 

 

17

 

Vested (1)

   (1.9  18     (1.6  11     (0.3  10  

 

 

(0.8

)

 

 

19

 

 

 

(0.6

)

 

 

16

 

 

 

(1.3

)

 

 

15

 

Forfeited/expired

   (0.2  11     (0.1  7     (1.3  —    

 

 

(0.9

)

 

 

19

 

 

 

(1.0

)

 

 

16

 

 

 

(2.5

)

 

 

15

 

               

Balance, at end of year

   3.7    11     5.6    7     0.1    7  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

               

Issued in calendar year (1)

   0.8    11     0.1    7     0.1    15  

 

 

0.3

 

 

 

19

 

 

 

0.8

 

 

 

16

 

 

 

1.1

 

 

 

15

 

               

 

(1)

Shares that vest at December 31 of each year are issued to the employees in the first quarter of the following year, although the requisite service period is complete. Accordingly, the 0.80.3 million shares issued in 20102013 include shares vested at December 31, 2009,2012, after adjusting for shares withheld to meet employee tax requirements. The shares withheld for employee tax requirements were valued at $6.9$5.5 million, $0.6$9.5 million and $1.6$15.4 million, for 2010, 20092013, 2012 and 2008,2011, respectively.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIESStock Option Awards

NOTES TO CONSOLIDATED FINANCIAL STATEMENTSAs of December 31, 2013, 0

Employee.7 million shares of stock option awards were outstanding and exercisable with a weighted average remaining life of 8 years and a weighted average exercise price of $15.41 per share. During 2013, 2012 and 2011, stock option grants totaled 420,000, 201,000 and 22,000, respectively. Stock Options

As part of the 2009 Comprehensive Plan, Host Inc. granted .1compensation expense was $1.8 million, $1.6 million and 1.4$1.8 million during 2013, 2012 and 2011, respectively, and all stock options during 2010 and 2009, respectively. The options expire ten years afteroption awards outstanding as of December 31, 2013 were fully vested. We expense stock option awards over the grant date. Vesting for these shares isvesting period based on continuing employment. Thethe estimated fair value of the options at the grant date using a binomial pricing model. To calculate the fair value of stock options was estimated on the date of grant based on a simulation/Monte Carlo method. For the optionsoption awards granted in 2009 and 2010,from 2011 to 2013, we assumed (i) a volatility ranging between 49%36% and 62%66%, which is measured over a historical period based on the life of the options, generally five to six years. We also assumed(ii) a risk free interest rate which ranged from 2.0% to 3.1%ranging between 1.0% and an average2.2%, (iii) a dividend yield ranging between 3.0% and 3.5%, and (iv) an expected life of 5%.5.5 years.

On December 31, 2010 and December 31, 2009, approximately 518,000 and 464,000 of the options vested and we recorded approximately $1.8 million and $0.8 million in compensation expense for these options in 2010 and 2009, respectively. No other options were granted between December 2002 and December 2008. The following table summarizes the stock option grants during the year:

Date

  Shares
(in millions)
   Weighted
Average
Option Price
   Weighted
Average
Grant Date
Fair Value
   Unrecognized
Compensation
Expense
(in millions)
 

2/4/2010

   .1    $11.39    $4.81    $.1  

5/14/2009

   .9     8.19     3.21     2.9  

2/5/2009

   .5     5.08     1.73     —    
              
   1.5     7.32     2.80    $3.0  
              

The following table is a summary of the status of Host Inc.’s stock option plans that have been approved by Host Inc.’s stockholders. Host Inc. does not have stock option plans that have not been approved by its stockholders.

   2010   2009   2008 
   Shares
(in millions)
  Weighted
Average

Exercise
Price
   Shares
(in millions)
  Weighted
Average

Exercise
Price
   Shares
(in millions)
  Weighted
Average

Exercise
Price
 

Balance, at beginning of year

   1.5   $7     .2   $8     .4   $7  

Granted

   .1    11     1.4    7     —      —    

Exercised

   (.2  5     (.1  8     (.2  7  

Forfeited/expired

   —      —       —      —       —      —    
                  

Balance, at end of year

   1.4    8     1.5    7     .2    8  
                  

Options exercisable at year-end

   .9    7     .5    5     .2    8  
                  

The following table summarized the information about stock options at December 31, 2010.

    Options Outstanding   Options Exercisable 

Range of Exercise Prices

  Shares
(in millions)
   Weighted
Average

Remaining
Life
   Weighted
Average
Exercise
Price
   Shares
(in millions)
   Weighted
Average
Exercise
Price
 

$4 – 6

   .3     8    $5.08     .3    $5.08  

7 – 9

   1.0     8     8.01     .5     7.99  

10-12

   .1     9     11.02     .1     10.88  
                

Total

   1.4     8     7.50     .9     7.14  
                

Other Stock Plans

In addition to the stockshare-based plans described above, we maintain an upper-middle management plan and an employee stock purchase plan and, in 2009, granted broad-based stockplan. The awards to all employees. These awards are all time-based equity awards that vest within three years of the grant date and are expensedexpense is recognized over the life of the award based on the grant date fair value. Through the employee stock purchase plan, employees can purchase stock at a 10% discount of the lower price of the beginning and ending stock price each quarter. During 2010, 20092013, 2012 and 20082011, we granted 120,000 shares, 331,000 shares and 51,000 shares, respectively, under these programs and recorded expenses of $2.2 million, $1.4 million and $1.1 million, respectively.

125


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

9. Profit Sharing116,000 shares, 84,000 shares and Postemployment Benefit Plans93,000 shares, respectively, under both of these programs and recorded expense of $2.0 million, $1.9 million and $1.9 million, respectively.

9.

Profit Sharing and Postemployment Benefit Plans

We contribute to defined contribution plans for the benefit of employees meetingwho meet certain eligibility requirements and electingwho elect participation in the plans. The discretionary amount to be matched by us is determined annually by Host Inc.’s Board of Directors. Our recorded liability for this obligation is not material. PaymentsPayments for these items were not material for the three years ended December 31, 2010.2013.

10.

Dispositions

Discontinued Operations

10. Discontinued Operations

We disposed of twofive hotels in 2010 (one of which was classified as held-for-sale as of December 31, 2009), six2013, three hotels in 20092012 and two hotels in 2008. The 2009 dispositions include one hotel for which our ground lease expired in 2009 and, in connection therewith, the hotel reverted back to the ground lessor in 2010.2011. The operations for these hotels are included in discontinued operations. The following table summarizes the revenues, income before taxes, and the gain on dispositions,disposals, net of tax, of the hotels which have been reclassified to discontinued operations, which includes assets held for sale and the results of sold hotels prior to their disposition for the periods presented (in millions):

 

   2010  2009  2008 

Revenues

  $5   $72   $175  

Income before taxes

   (3  (88  9  

Gain (loss) on disposals, net of tax

   (2  26    24  

 

 

Year ended December 31,

 

 

 

2013

 

 

2012

 

 

2011

 

Revenues

 

$

104

 

 

$

264

 

 

$

288

 

Income before taxes

 

 

22

 

 

 

24

 

 

 

11

 

Gain on disposals, net of tax

 

 

97

 

 

 

48

 

 

 

 

Net income (loss) attributable to Host Inc. is allocated between continuing and discontinued operations as follows for the years ended December 31, (in millions):

 

   2010  2009  2008 

Income (loss) from continuing operations, net of tax

  $(126 $(192 $365  

Discontinued operations, net of tax

   (4  (60  30  
             

Net income (loss) attributable to Host Hotels & Resorts, Inc.

  $(130 $(252 $395  
             

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

Year ended December 31,

 

 

 

2013

 

 

2012

 

 

2011

 

Continuing operations, net of tax

 

$

203

 

 

$

(10

)

 

$

(26

)

Discontinued operations, net of tax

 

 

114

 

 

 

71

 

 

 

11

 

Net income (loss) attributable to Host Inc.

 

$

317

 

 

$

61

 

 

$

(15

)

 

Net income (loss) attributable to Host L.P. is allocated between continuing and discontinued operations as follows for the years ended December 31, (in millions):

 

   2010  2009  2008 

Income (loss) from continuing operations, net of tax

  $(128 $(196 $380  

Discontinued operations, net of tax

   (4  (61  31  
             

Net income (loss) attributable to Host Hotels & Resorts, L.P.

  $(132 $(257 $411  
             

 

 

Year ended December 31,

 

 

 

2013

 

 

2012

 

 

2011

 

Continuing operations, net of tax

 

$

206

 

 

$

(9

)

 

$

(26

)

Discontinued operations, net of tax

 

 

115

 

 

 

71

 

 

 

11

 

Net income (loss) attributable to Host L.P.

 

$

321

 

 

$

62

 

 

$

(15

)

11. AcquisitionsDispositions in 2013 included (i) the Dallas/Addison Marriot Quorum by the Galleria for $56 million, (ii) the Four Seasons Hotel Atlanta for $63 million, (iii) the Portland Marriott Downtown Waterfront for $87 million, (iv) The Ritz-Carlton, San Francisco for $161 million, and (v) the Atlanta Marriott Marquis for $293 million.

In connection with the sale of The Ritz-Carlton, San Francisco, we recorded a deferred gain of approximately $11 million, the recognition of which is subject to performance guarantees through which we have guaranteed certain annual net operating profit levels for the hotel through 2016, with a maximum payment of $4 million per year, not to exceed $11 million in total.

In connection with the sale of the Atlanta Marriott Marquis, we recorded a gain on the sale of approximately $19 million, net of $5 million deferred for an environmental contingency.

126


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Other Dispositions

During 2013 and 2012, we disposed of certain assets that do not result in reclassification of prior years’ operations to discontinued operations. These transactions included:

On April 1, 2013, we sold approximately four acres of land adjacent to our Newport Beach Marriott Hotel & Spa for $24 million and recognized a $21 million gain on the sale.

On November 9, 2012, in connection with the Maui JV, we sold land valued at $36 million to the joint venture and we recognized a gain of $8 million on the sale.

Subsequent to year end, on January 10, 2014, we sold an 89% controlling interest in the entity that owns the Philadelphia Marriott Downtown. As a result, the hotel no longer will be consolidated in our financial statements. Due to our remaining 11% interest in the hotel, the operations of the hotel recorded prior to the sale will not be reclassified to discontinued operations.  Additionally, on February 12, 2014, we sold the Courtyard Nashua for $10 million.

11.

Acquisitions

Business Combinations

We recordacquired one hotel during 2013 and recorded $1 million of acquisition related expenses and acquired one hotel during 2012 and recorded $6 million of acquisition-related expenses. Subsequent to year-end, we acquired one hotel and recorded $1 million of acquisition related expenses. For 2013 and 2012, including subsequent events, our business combinations were as follows:

On January 21, 2014, we acquired the 151-room Powell Hotel in San Francisco, California, including retail space and the fee simple interest in the land, for approximately $75 million.

On May 31, 2013, we acquired the 426-room Hyatt Place Waikiki Beach in Honolulu, Hawaii for approximately $138.5 million, including a $0.5 million FF&E replacement fund.

On July 16, 2012, we acquired the 888-room Grand Hyatt Washington for approximately $400 million. In connection with the acquisition, we also paid $17 million, net, for the FF&E replacement fund, working capital and other assets.

Accounting for the acquisition of a hotel property or an entity as a purchase transaction requires an allocation of the purchase price to the assets acquired and the liabilities assumed in the transaction at their respective estimated fair values. The purchase price allocations are estimated based on current available information; however, we still are in the process of obtaining appraisals and non-controlling interests at fair value asfinalizing the accounting for the acquisition of the acquisition date. Furthermore, acquisition-related costs, such as broker fees, transfer taxes, due diligence costs and legal and accounting fees, are expensed in the period incurred and are not capitalized or applied in determining thePowell Hotel, which was acquired subsequent to year-end. The estimated fair value of the assets acquired assets. Werelated to this acquisition is $75 million; other assets acquired four hotel assets during 2010 and recorded $8 million of acquisition-related expenses. The acquisitions are consistent with our strategy of acquiring luxury and upper upscale hotels in major urban markets. We recorded the purchase price of the acquired assets and liabilities at the estimated fair value on the date of purchase. For 2010, our property acquisitions were as follows:assumed are immaterial.

on September 30, 2010, we acquired the 245-room JW Marriott, Rio de Janeiro for approximately R$80 million ($47 million);

on September 2, 2010, we formed a joint venture with a subsidiary of Istithmar World to purchase the 270-room W New York, Union Square. We have a 90% interest and serve as the managing member of the joint venture and, therefore, consolidate the entity. The joint venture purchased the hotel for $188 million, which, in addition to cash consideration, includes the assumption of $115 million of mortgage debt, with a fair value of $119 million, and other liabilities valued at $8.5 million. The fair value of the debt was determined using the present value of future cash flows. Additionally, in conjunction with the acquisition, the joint venture purchased restricted cash and FF&E reserve funds at the hotel of $11 million;

on August 11, 2010, we acquired the 424-room Westin Chicago River North for approximately $165 million; and

on July 22, 2010, we acquired the leasehold interest in the 266-room Le Méridien Piccadilly in London, England for £64 million ($98 million), including cash consideration of approximately £31 million ($47 million) and the assumption of a £33 million ($51 million) mortgage which approximates fair value. As part of the purchase of the leasehold interest, we acquired restricted cash at the hotel of £4 million ($6 million). In connection with the acquisition, we assumed a capital lease obligation which we valued at £38 million ($58 million). The capital lease obligation is included in debt on the accompanying consolidated balance sheets and increased the book value of the leasehold interest purchased (See Note 7 – “Leases”). We also recorded a deferred tax liability of £19 million ($30 million) and a deferred tax asset of £11 million ($17 million) and goodwill of £8 million ($13 million) related to the difference in the hotel valuation measured at fair value on the acquisition date and the tax basis of the asset. We drew £37 million ($56 million) from our credit facility to fund the cash portion of the acquisition.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed infor our 2013 and 2012 hotel acquisitions (in millions):

 

 

As of December 31,

 

 

 

2013

 

 

2012

 

Property and equipment

 

$

138

 

 

$

409

 

Restricted cash, FF&E reserves and other assets

 

 

1

 

 

 

9

 

Total assets

 

 

139

 

 

 

418

 

Other liabilities

 

 

 

 

 

(1

)

Net assets acquired

 

$

139

 

 

$

417

 

127

Property and equipment

  $557  

Goodwill

   13  

Deferred tax asset

   17  

Restricted cash, FF&E reserve and other assets

   24  
     

Total assets

  $611  
     

Mortgage debt

   (168

Capital lease obligation

   (58

Deferred tax liability

   (30

Other liabilities

   (13
     

Net assets acquired

  $342  
     

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Our summarized unaudited consolidated pro forma results of operations, assuming the 2013 and 2012 hotel acquisitions, including subsequent events, occurred on January 1, 2009,2011 and excluding the acquisition costs discussed above, are as follows (in millions, except per share and per unit amounts):

 

   Year ended 
   December 31,
2010
  December 31,
2009
 

Revenues

  $4,529   $4,263  

Loss from continuing operations

   (134  (202

Net loss

   (138  (263

Host Inc.:

   

Net loss available to common shareholders

   (144  (266

Basic earnings (loss) per common share:

   

Continuing operations

  $(.21 $(.34

Discontinued operations

   (.01  (.11
         

Basic loss per common share

  $(.22 $(.45
         

Diluted earnings (loss) per common share:

   

Continuing operations

  $(.21 $(.35

Discontinued operations

   (.01  (.11
         

Diluted loss per common share

  $(.22 $(.46
         

Host L.P.:

   

Net loss available to common unitholders

   (145  (271

Basic earnings (loss) per common unit:

   

Continuing operations

  $(.22 $(.35

Discontinued operations

   —      (.10
         

Basic loss per common unit

  $(.22 $(.45
         

Diluted earnings (loss) per common unit:

   

Continuing operations

  $(.22 $(.36

Discontinued operations

   —      (.10
         

Diluted loss per common unit

  $(.22 $(.46
         

 

 

Year ended December 31,

 

 

 

2013

 

 

2012

 

Revenues

 

$

5,185

 

 

$

5,136

 

Income from continuing operations

 

 

214

 

 

 

12

 

Net income

 

 

329

 

 

 

83

 

 

 

 

 

 

 

 

 

 

Host Inc.:

 

 

 

 

 

 

 

 

Net income attributable to Host Inc.

 

$

321

 

 

$

81

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

Continuing operations

 

$

.27

 

 

$

.02

 

Discontinued operations

 

 

.16

 

 

 

.09

 

Basic earnings per common share

 

$

.43

 

 

$

.11

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

Continuing operations

 

$

.28

 

 

$

.02

 

Discontinued operations

 

 

.15

 

 

 

.09

 

Diluted earnings per common share

 

$

.43

 

 

$

.11

 

 

 

 

 

 

 

 

 

 

Host L.P.:

 

 

 

 

 

 

 

 

Net income attributable to Host L.P.

 

$

325

 

 

$

82

 

 

 

 

 

 

 

 

 

 

Basic earnings per common unit:

 

 

 

 

 

 

 

 

Continuing operations

 

$

.29

 

 

$

.01

 

Discontinued operations

 

 

.15

 

 

 

.10

 

Basic earnings per common unit

 

$

.44

 

 

$

.11

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common unit:

 

 

 

 

 

 

 

 

Continuing operations

 

$

.29

 

 

$

.01

 

Discontinued operations

 

 

.15

 

 

 

.10

 

Diluted earnings per common unit

 

$

.44

 

 

$

.11

 

For 2010,2013 and 2012, we have included $56.5$109 million and $37 million of revenues, respectively, and $3.1$19 million and $6 million of net income, respectively, in our consolidated statements of operations related to the operations of ourthe hotels acquired.acquired in 2013 and 2012.

New Development and Other Asset Acquisitions

12. Notes ReceivableFor 2013 and 2012, our new development and other asset acquisitions were as follows:

On December 10, 2013, we made the final incremental payment of $19.9 million for the purchase of the fee simple interest in the land at the New York Marriott Marquis Times Square. In addition, $25 million of the payments made pursuant to the terms of the ground lease have been attributed toward the purchase of the land. The purchase was completed in conjunction with our 2012 lease of the existing retail space to Vornado Realty Trust and its on-going redevelopment.

On June 8, 2012, we acquired land and entered into a construction agreement to develop two hotels in Rio de Janeiro, Brazil. We have invested approximately R$94 million ($45 million) as of December 31, 2013. The hotels will be managed by Accor under the ibis and Novotel brands.

On April 13, 2010, we acquired, at a discount, the two most junior tranches of a €427 million ($581 million) mortgage loan that is secured by six hotels located in Europe with a face value of €64 million ($87 million). Interest payments for the tranches are based on the 90-day EURIBOR rate plus 303 basis points, or approximately 3.8%128


HOST HOTELS & RESORTS, INC., and the loan is performing. We record interest income on the loan based on the implicit interest rate required to accrete the book value of the receivable to an amount equal to the expected cash receipts for both the principal and interest through maturity. For 2010, we recorded interest income of €1.2 million ($1.6 million). The borrower exercised its first of two, one-year extension options in October 2010. The execution of the second one-year extension is subject to debt service coverage requirements.HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

12.

Fair Value Measurements

Overview

13. Fair Value Measurements

Overview

Our recurring fair value measurements consist of the valuation of our derivative instruments, all of which may or may not beare designated as accounting hedges. No transactions requiring non-recurring fair value measurements

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

occurred in 2010 other than those associated with our acquisitions discussed in Note 11 – “Acquisitions.” Non-recurring fair value measurements during 20092013 and 2012 consisted of the impairment of fourtwo of our hotel properties and an other-than-temporary impairment of our investment in the European joint venture.

In evaluating the fair value of both financial and non-financial assets and liabilities, GAAP outlines a valuation framework and creates a fair value hierarchy that distinguishes between market assumptions based on market data (observable inputs) and a reporting entity’s own assumptions about market data (unobservable inputs). The requirements are intended to increase the consistency and comparability of fair value measurements and the related disclosures. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability at the measurement date in an orderly transaction (an exit price). Assets and liabilities are measured using inputs from three levels of the fair value hierarchy. The three levels are as follows:

Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that we have the ability to access at the measurement date. An active market is defined as a market in which transactions occur with sufficient frequency and volume to provide pricing on an ongoing basis.

Level 2 — Inputs include quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that derived principally from or corroborated by observable market data correlation or other means.

Level 3 — Unobservable inputs reflect our assumptions about the pricing of an asset or liability when observable inputs are not available.properties.

The following table details the fair value of our financial assets and liabilities that are required to be measured at fair value on a recurring basis, as well as non-recurring fair value measurements that we completed during 2009 (there were none in 2010)2013 and 2012 due to the impairment of non-financial assets (in millions):

 

 

Fair Value at Measurement Date Using

 

 

 

 

 

 

Quoted Prices

 

 

Significant

 

 

 

 

 

 

 

 

 

 

in Active

 

 

Other

 

 

Significant

 

 

Balance at

 

 

Markets for

 

 

Observable

 

 

Unobservable

 

    Fair Value at Measurement Date Using 

 

December 31,

 

 

Identical Assets

 

 

Inputs

 

 

Inputs

 

  Balance at
December 31,
2010
 Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
   Significant Other
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 

 

2013

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Fair Value Measurements on a Recurring Basis:

      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap derivatives (1)

  $10.6   $—      $10.6   $—    

 

$

1

 

 

$

 

 

$

1

 

 

$

 

Forward currency purchase contracts (1) (2)

   6.9    —       6.9    —    

Foreign currency forward sale contracts (1)

 

 

3

 

 

 

 

 

 

3

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap derivatives (1)

 

 

(3

)

 

 

 

 

 

(3

)

 

 

 

Foreign currency forward sale contracts (1)

 

 

(6

)

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements on a Non-recurring Basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired hotel properties held and used (2)

 

 

9

 

 

 

 

 

 

 

 

 

9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value at Measurement Date Using

 

 

 

 

 

 

Quoted Prices

 

 

Significant

 

 

 

 

 

 

 

 

 

 

in Active

 

 

Other

 

 

Significant

 

 

Balance at

 

 

Markets for

 

 

Observable

 

 

Unobservable

 

    Fair Value at Measurement Date Using 

 

December 31,

 

 

Identical Assets

 

 

Inputs

 

 

Inputs

 

  Balance at
December 31,
2009
 Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
   Significant Other
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 

 

2012

 

 

(Level 1)

 

 

(Level 2)

 

 

(Level 3)

 

Fair Value Measurements on a Recurring Basis:

      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap derivatives (1)

  $(1.0 $—      $(1.0 $—    

 

$

7

 

 

$

 

 

$

7

 

 

$

 

Forward currency purchase contracts (1)

   1.7    —       1.7    —    

Foreign currency forward sale contracts (1)

 

 

5

 

 

 

 

 

 

5

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap derivatives (1)

 

 

(6

)

 

 

 

 

 

(6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurements on a Non-recurring Basis:

      

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired hotel properties held and used (2)

   78    —       73    5  

 

 

34

 

 

 

 

 

 

 

 

 

34

 

Impaired hotel properties sold (2)

   —      —       35    —    

European joint venture investment (2)

   138    —       —      125  

 

(1)

These derivative contracts have been designated as hedging instruments.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(2)

The fair value measurements are as of the measurement date of the impairment and may not reflect the book value as of December 31, 2009.2013 and December 31, 2012, respectively.

Derivatives and Hedging

Impairment

Interest rate swap derivatives.We have three interest rate swap agreements forDuring 2013, we recorded an aggregate notional amount totaling $300impairment expense of approximately $1 million related to the Courtyard Nashua. The fair value was based on expected sale proceeds of the property, which property was sold on February 12, 2014. During 2012, we recorded an impairment loss of $60 million related to The Ritz-Carlton, NaplesWestin Mission Hills Resort & Spa. We evaluated the recoverability of the hotel’s

129


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

carrying value assuming that it was more likely than not that the hotel will be sold before the end of its estimated useful life. Using an estimated undiscounted net cash flow, we concluded that the carrying value of the hotel was not fully recoverable. We estimated the fair value of the hotel using a discounted cash flow analysis, with an estimated stabilized growth rate of 3%, a discounted cash flow term of 10 years, a capitalization rate of 11%, and Newport Beach Marriott Hotel & Spa mortgage loana discount rate of 12%. The discount and capitalization rates used for the fair value of the property reflect its heightened risk profile and are not indicative of our portfolio as a whole.

Derivatives and Hedging

Interest rate swap derivatives designated as cash flow hedges. We have designated our floating-to-fixed interest rate swap derivatives as cash flow hedges. The purpose of the interest rate swaps is to hedge against changes in cash flows (interest payments) attributable to fluctuations in variable rate debt. The derivatives are valued based on the prevailing market yield curve on the date of measurement. We also evaluate counterparty credit risk when we calculate the fair value of the swaps. Changes in the amountfair value of $300 million. the derivatives are recorded to other comprehensive income (loss) on the accompanying balance sheets. The hedges were fully effective as of December 31, 2013. The following table summarizes our interest rate swap derivatives designed as cash flow hedges (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Fair Value

 

 

Total

 

 

 

 

 

 

 

 

Gain (Loss)

Transaction

 

Notional

 

Maturity

 

Swapped

 

 

 

 

Year ended December 31,

Date

 

Amount

 

Date

 

Index

 

All-in-Rate

 

 

2013

 

2012

November 2011 (1)

 

A$

62

 

November 2016

 

Reuters BBSY

 

6.7

%

 

$

1

 

$

(2)

February 2011 (2)

 

NZ$

79

 

February 2016

 

NZ$ Bank Bill

 

7.15

%

 

$

2

 

$

(1)

The swap was entered into in connection with the A$82 million ($71 million) mortgage loan on the Hilton Melbourne South Wharf.

(2)

The swap was entered into in connection with the NZ$105 million ($87 million) mortgage loan on seven properties in New Zealand.

Interest rate swap derivatives designated as fair value hedges. We enteredhave designated our fixed-to-floating interest rate swap derivatives as fair value hedges. We enter into thethese derivative instruments to hedge changes in the fair value of the fixed-rate mortgage thatdebt that occur as a result of changes in the 3-month LIBOR rate. As a result, we will pay a floatingmarket interest rate equal to the 3-month LIBOR plus a spread which ranges from 2.7% to 3.2%, as opposed to the fixed rate of 5.531%, on the notional amount of $300 million through March 1, 2014. During 2010 and 2009, the cash settlement received under the swap agreement decreased interest expense by $6 million and $1 million, respectively.

We have designated these derivatives as fair value hedges.rates. The derivatives are valued based on the prevailing market yield curve on the date of measurement. We also evaluate counterparty credit risk in the calculation of the fair value of the swaps. As of December 31, 2010 and December 31, 2009, we recorded an asset of $10.6 million and a liability of $1 million, respectively, related to the fair value of the swaps. The changes in the fair value of the derivatives are largely offset by corresponding changes in the fair value of the underlying debt due to changes in the 3-month LIBOR rate, which change is recorded as an adjustment to the carrying amount of the debt. Any difference between the change in the fair value of the swap and the change in the fair value in the underlying debt, which was not significant for the periods presented, is considered the ineffective portion of the hedging relationship and is recognized in net income/loss.income (loss).

Foreign Currency Forward Purchase Contracts.We have fourthree fixed-to-floating interest rate swap agreements for an aggregate notional amount totaling $300 million. We pay a floating interest rate equal to the 3-month LIBOR plus a spread which ranges from 2.7% to 3.2%, as opposed to the fixed rate of 5.531%, on the notional amount of $300 million through March 1, 2014. During 2013 and 2012, the fair value of the swaps decreased $6 million and $4 million, respectively.  

Foreign Investment Hedging Instruments. We have five foreign currencycurrency forward purchasesale contracts totaling €80 million (approximately $114 million) tothat hedge a portion of the foreign currency exposure resulting from the eventual repatriation of our net investment in the European joint venture. Under these transactions, we will sell the Euro amount, and receive the U.S. Dollar amount on the forward purchase date.foreign operations. These derivatives are considered a hedgehedges of the foreign currency exposure of a net investment in a foreign operation and are marked-to-market with changes in fair value recorded to accumulated other comprehensive income (loss) within the equity portion of our balance sheet. The foreign currency forward purchasesale contracts are valued based on the forward yield curve of the Euroforeign currency to U.S. Dollardollar forward exchange rate on the date of measurement. We also evaluate counterparty credit risk in the calculation ofwhen we calculate the fair value of the swaps.derivatives. The following table summarizes our four foreign currency purchaseforward sale contracts (in millions):

 

Transaction Date

  Transaction
Amount in
Euros
   Transaction
Amount in
Dollars
   Forward
Purchase Date
   Fair Value as of
December 31,
  Change in
Fair Value
 
        2010  2009  2010  2009 

February 2008

  30    $43     August 2011    $2.8   $(.1 $2.9   $(1.8

February 2008

   15     22     February 2013     2.2    .7    1.5    (1.2

May 2008

   15     23     May 2014     2.9    1.1    1.8    (1.4

July 2010

   20     26     October 2014     (1.0  —      (1.0  —    
                             

Total

  80    $114      $6.9   $1.7   $5.2   $(4.4
                             

Currently Outstanding

 

Change in Fair Value - All Contracts

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

Transaction

 

 

Total

 

 

 

 

 

 

 

 

Amount in

 

 

Transaction

 

 

Forward

 

Gain (Loss)

 

Transaction

 

Foreign

 

 

Amount

 

 

Purchase

 

Year ended December 31,

 

Date Range

 

Currency

 

 

in Dollars

 

 

Date Range

 

2013

 

 

2012

 

May 2008-January 2013

 

120

 

 

$

163

 

 

May 2014-January 2016

 

$

(5

)

 

$

4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment

Impairment of Hotel Properties.We evaluate our hotel portfolio for impairment when events or circumstances occur that indicate the carrying value may not be recoverable. During 2009, we identified several properties that may be sold prior to the end of their previously estimated useful lives or that had current or projected operating losses or other events or circumstances indicating a reduction in value or change in intended use. Properties exhibiting these characteristics were tested for impairment based on management’s estimate of expected future undiscounted cash flows from operations and sale during our expected remaining hold period. The fair value of these properties was determined based on either a discounted cash flow analysis or negotiated sales price. Based on these assessments, we recorded non-cash impairment charges totaling $97 million for 2009 of which $20 million is included in depreciation and amortization and the remaining $77 million in discontinued operations. There were no impairment charges recorded in 2010.130


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Other-than-temporary impairment of investment.During 2009,In addition to the foreign currency forward sale contracts, we determined that our investment in the European joint venture was impaired based on the reduction of distributable cash flows from the joint venture, which has been caused primarily byhave designated a decline in cash flows generated by the properties. We believe this impairment to be other-than-temporary because the time period over which the joint venture may be able to improve operations such that our investment would be fully recoverable is constrained by the remaining lifeportion of the joint venture.foreign currency draws on our credit facility as hedges of net investments in foreign operations. As a result, wecurrency translation adjustments in the designated credit facility draws are recorded to other comprehensive income (loss) within the equity portion of our balance sheet, which adjustments offset a non-cash impairment charge totaling $34 millionportion of the translation adjustment related to our foreign investments. The following table summarizes the draws on our credit facility that are designated as hedges of net investments in equity in earnings (losses) of affiliates based on the difference between our investment’s estimated fair value and its carrying value. As of December 31, 2010, we determined that our investment was not impaired.international operations (in millions):

 

 

Balance

 

Balance

 

Gain (Loss)

 

 

Outstanding

 

Outstanding in

 

Year ended December 31,

Currency

 

US$

 

Foreign Currency

 

2013

 

2012

Canadian dollars (1)

 

$

29

 

C$

31

 

$

2

 

$

Euros

 

$

102

 

74

 

$

(5)

 

$

(2)

(1)

We have drawn an additional $71 million on the credit facility in Canadian dollars that has not been designated as a hedging instrument.

Other Assets and Liabilities

Fair Value of Other Financial Assets and Liabilities.We did not elect the fair value measurement option for any of our other financial assets or liabilities. Notes receivable and other financial assets are valued based on the expected future cash flows discounted at risk-adjusted rates and are adjusted to reflect the effectsThe fair values of foreign currency translation. Valuations for secured debt and our credit facility are determined based on the expected future payments discounted at risk-adjusted rates. Senior notesNotes and the Exchangeable Senior Debentures are valued based on quoted market prices. The fair values of financial instruments not included in this table are estimated to be equal to their carrying amounts. The fair value of certain financial assets and liabilities and other financial instruments are shown below:below (in millions):

 

   2010   2009 
   Carrying
Amount
   Fair
Value
   Carrying
Amount
   Fair
Value
 
   (in millions) 

Financial assets

        

Mortgage notes

  $55    $77    $—      $—    

Other notes receivable

   —       —       11     11  

Financial liabilities

        

Senior notes

   3,093     3,200     3,411     3,473  

Exchangeable Senior Debentures

   1,156     1,471     1,123     1,246  

Credit facility

   58     58     —       —    

Mortgage debt and other, net of capital leases

   1,110     1,107     1,302     1,269  

 

 

As of December 31,

 

 

 

2013

 

 

2012

 

 

 

Carrying

 

 

Fair

 

 

Carrying

 

 

Fair

 

 

 

Amount

 

 

Value

 

 

Amount

 

 

Value

 

Financial liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Senior notes (Level 1)

 

$

2,647

 

 

$

2,766

 

 

$

3,038

 

 

$

3,296

 

Exchangeable Senior Debentures (Level 1)

 

 

371

 

 

 

603

 

 

 

531

 

 

 

725

 

Credit facility (Level 2)

 

 

946

 

 

 

946

 

 

 

763

 

 

 

763

 

Mortgage debt and other, excluding capital leases (Level 2)

 

 

793

 

 

 

802

 

 

 

1,078

 

 

 

1,094

 

13.

Gain on Insurance Settlements

14. Relationship with Marriott InternationalOn February 22, 2011, Christchurch, New Zealand experienced an earthquake that resulted in substantial damage to the Hotel Novotel Christchurch Cathedral Square and the Hotel ibis Christchurch. The ibis reopened in September 2012 and the Novotel

reopened in August 2013; however, the historic portion of the Novotel, the Warners building, has been demolished and is not expected to be replaced. We have entered into various agreements with Marriott, includingbelieve the management of approximately 60%insurance coverage provided by our property manager will be able to cover to the majority of our owned hotels,insured claims for both property and business interruption. We recorded a loss of $3 million which represents the managementestimated deductible under our insurance policy in the second quarter of 53 hotels leased2011.

We estimated that we incurred approximately $33 million of property damage, which amount represents the book value of the properties and equipment written off less any deductible, and the related repairs and clean-up costs incurred. Any gains resulting from HPTinsurance proceeds are not recognized until all contingencies are resolved. During 2012 and financing for joint ventures or partnerships, including our JW Marriott Hotel, Mexico City, Mexico and certain limited administrative services.

In 2010, 2009 and 2008,2011, we paid Marriott $111 million, $105recognized a gain of $9 million and $178$2 million, respectively, in hotel management fees for our owned hotels and approximately $1 million in franchise fees for each of 2010, 2009 and 2008. Additionally, in 2010, we paid $7 million of management fees for the hotels leased from HPT subsequentreceipt of business interruption insurance proceeds. As of December 31, 2013 we have agreed upon settlement amounts with our primary insurer for all property and business interruption insurance, except for real property damage to the cancellation ofWarners building. While the sublease on July 6, 2010. Included in the management fees are amounts paid to The Ritz-Carlton Hotel Company, LLC (Ritz-Carlton), Courtyard Management Corporation and Residence Inn Management Corporation.

We enter into negotiationsprimary insurer has recognized its liability with Marriott from time to time in order to secure mutually beneficial modificationsregard to the terms of management agreements on an individual or portfolio-wide basis, most typically in connection with repositioning projects or substantial capital investments at our properties. We negotiated amendmentsWarners building, there is no agreed settlement amount for real property damage to various management agreements with Marriott which became effective in 2006 and agreed, among other matters,the Warners building as the ground lessor has filed suit to waive performance termination tests through the end of fiscal year 2009, which, based on the terms of agreement, were extended through fiscal year 2011, to modify certain extension tests which condition the manager’s ability to renew the management agreements, and to extend certain contracts for ten additional years. As part of this negotiation, Marriott agreed to make cash payments to us, over time, to reduce an existing cap on the costs and expenses related to chain services that are provided on a centralized basis, as well as to establish a cap on certain other costs, to provide us with an incentive to increase our capital expenditures at the hotels through 2008, to waive certain deferred management fees, and to modify the incentive management fee on certain contracts. We agreed to userecover a portion of Marriott’sthe insurance proceeds from the primary insurer for the hotel. While we can provide no assurance as to the timing of when this dispute will be settled, we believe that it is more likely than not that we will recover the full value of our insurance receivable. In addition, we have made a separate claim for reimbursement under our corporate policy, though we have not recorded any additional amounts of insurance receivable with regard to this claim. We have received $21 million of cash payments for brand reinvestment projects at various hotelsproperty insurance and have an outstanding insurance receivable of $8 million which is included in our portfolio.other assets, representing the remaining claims for property damage.

131


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

14.

Hotel Management Agreements and Operating and License Agreements

15. Hotel Management Agreements and Operating and License Agreements

OurAll of our hotels are managed by third parties pursuant to management or operating agreements, with some of our hotels also being subject to managementseparate license agreements addressing matters pertaining to operation under which various operators, includingthe designated brand. The hotel brands of three of our managers, Marriott, Ritz-Carlton,Starwood and Hyatt, Swissôtel, Hilton, Four Seasons, Fairmontrepresent 58%, 24% and Starwood, operate12% of our hotels in exchangetotal revenues, respectively. Under these agreements, the managers generally have sole responsibility for all activities necessary for the paymentday-to-day operation of a management fee.the hotels, including establishing room rates, processing reservations and promoting and publicizing the hotels. The managers also provide all employees for the hotels, prepare reports, budgets and projections, and provide other administrative and accounting support services to the hotels. For the majority of our properties, we have approval rights over budgets, capital expenditures, significant leases and contractual commitments, and various other matters.

The initial term of our agreements generally provideis 15 to 25 years, with one or more renewal terms at the option of the manager. The majority of our agreements condition the manager’s right to exercise options for bothrenewal upon the satisfaction of specified economic performance criteria. The manager typically receives a base management fee, which is calculated as a percentage (generally 2-3%) of annual gross revenues, and an incentive management fee, which typically is calculated as a percentage (generally 10-20%) of operating profit after the owner has received a priority return on its investment. In the case of our Starwood-managed hotels, the base management fee only is 1% of annual gross revenues, but that amount is supplemented by license fees that are based on hotelpayable to Starwood under a separate license agreement pertaining to the designated brand, including rights to use trademarks, service marks and logos, matters relating to compliance with certain brand standards and policies, and the provision of certain system programs and centralized services. Under the license agreement Starwood generally receives 5% of gross revenues attributable to room sales and operating profit, respectively. 2% of gross revenues attributable to food and beverage sales in addition to a base management fee.

As part of the management agreements, the manager furnishes the hotels with certain chain services, which generally are generally provided on a central or regional basis to all hotels in the manager’s hotel system. Chain services include central training, advertising and promotion, national reservation systems, computerized payroll and accounting services, and such additional services as needed which may be more efficiently performed on a centralized basis. Costs and expenses incurred in providing such services are allocated among the hotels managed, owned or leased by the manager on a fair and equitable basis. In addition, our managers generally will generally havesponsor a guest rewards program, the costs of which will be charged to all of the hotels that participate in thesuch program.

We are obligated to provide the manager with sufficient funds, generally 5% of the revenue generated at the hotel, to cover the cost of (a) certain non-routine repairs and maintenance to the hotels which normally are normally capitalized;capitalized, and (b) replacements and renewals to the hotels’ furniture, fixtures and equipment. Under certain circumstances, we will be required to establish escrow accounts for such purposes under terms outlined in the agreements.

Marriott International

AsWe generally are limited in our ability to sell, lease or otherwise transfer the hotels unless the transferee assumes the related management agreement. However, most agreements include owner rights to terminate the agreements on the basis of December 31, 2010, 66 of our hotels werethe manager’s failure to meet certain performance-based metrics. Typically, these criteria are subject to the manager’s ability to ‘cure’ and avoid termination by payment to us of specified deficiency amounts (or, in some instances, waiver of the right to receive specified future management agreements under which Marriott or one of their subsidiaries manages the hotels, generally for an initial term of 15 to 20 years with one or more renewal terms at the option of Marriott. Marriott typically receives a base fee of three percent of gross revenues and incentive management fees generally equal to 20% of operating profit after we have received a priority return. fees).

In addition one of these hotels also is subject to a royalty agreement, which agreement provides an incentive royalty fee equal to one percent of net revenues. We have the option to terminate certain management agreements if specified performanceany performance-based or extension thresholds are not satisfied. A single agreement may be canceled under certain conditions, although such cancellation will not trigger the cancellation of any other agreement.

Additionally, while most of our management agreements are not terminable prior to their full term,termination rights, we have negotiated with Marriott, Starwood and some of our other managers specific termination rights related to specific agreements. These termination rights can take a number of different forms, including termination of agreements upon sale that leave the property unencumbered by any agreement; termination upon sale provided that the property continues to be operated under a license or franchise agreement with respect to 18 specified Marriott-branded hotels to terminate management agreements in connection withcontinued brand affiliation; as well as termination without sale or other condition, which may require the salepayment of these hotels, subject to certain limitations, includinga fee. These termination rights also may restrict the number of agreements that canmay be terminated per year,over any annual or other period; impose limitations on the number of agreements terminated as measured by EBITDA, and limitations requiringEBITDA; require that a significant partcertain number of such hotelsproperties continue to maintain the Marriott brand affiliation. The described termination rights mayaffiliation; or be exercised without paymentrestricted to a specific pool of a termination fee, except for one of the specified hotels wherein a termination fee is required if it does not maintain the Marriott brand affiliation.

We have a franchise agreement with Marriott for one hotel. Pursuant to the franchise agreement, we pay a franchise fee based on a percentage of room sales and food and beverage sales, as well as certain other fees for advertising and reservations. Franchise fees for room sales are approximately six percent of sales, while fees for food and beverage sales are approximately three percent of sales. The franchise agreement has a term of 30 years.

Ritz-Carltonassets.

As of December 31, 2010, we hold management agreements with Ritz-Carlton, a wholly-owned subsidiary of Marriott, to manage eight of our hotels. These agreements have an initial term of 15 to 25 years with one or more renewal terms at the option of Ritz-Carlton. Base management fees vary from two to five percent of sales and incentive management fees, if any, are generally equal to 20% of available cash flow or operating profit, after we have received a priority return as defined in the agreements.132


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

15.

Geographic and Business Segment Information

Starwood

As of December 31, 2010, 20 of our domestic hotels are subject to operating and license agreements with Starwood, under which Starwood operates the hotels, for an initial term of 20 years, with two renewal terms of 10 years each. Starwood receives compensation in the form of a base fee of 1% of annual gross operating revenues, and an incentive fee of 20% of annual gross operating profit, after we have received a priority return of 10.75% on our purchase price and other investments in the hotels.

The license agreements address matters relating to the subject brand, including rights to use service marks, logos, symbols and trademarks, such as those associated with Westin, Sheraton, W, Luxury Collection and St. Regis, as well as matters relating to compliance with certain standards and policies (including through other agreements in the case of certain hotels) and the provision of certain system program and centralized services. The license agreements have an initial term of 20 years each, with two renewal terms of 10 years each at the option of the licensor. Licensors receive compensation in the form of license fees of 5% of room sales and 2% of food and beverage sales.

We have termination rights relating to the operating agreements on 10 specified hotels upon the sale of those hotels. Such termination rights are active with respect to one of such hotels. With respect to nine of the 10 specified hotels, we have the right beginning in 2016 to sell 35% of such hotels (measured by EBITDA), not to exceed two hotels annually, free and clear of the existing operating agreement over a period of time without the payment of a termination fee. With respect to any termination of an operating agreement on sale, the proposed purchaser would need to meet the requirements for transfer under the applicable license agreement.

One of our international hotels is subject to an operating and license agreement with Starwood, under which Starwood operates the hotel for a term of 15 years. Starwood receives a combined base and license fee equal to three percents of total revenues.

Other Managers

As of December 31, 2010, we also hold management agreements with hotel management companies such as Hyatt, Hilton, Four Seasons and Fairmont for 17 of our hotels. These agreements generally provide for an initial term of 10 to 20 years, with renewal terms at the option of either party or, in some cases, the hotel management company of up to an additional one to 20 years. The agreements generally provide for payment of base management fees equal to one to four percent of sales. These agreements also provide for incentive management fees generally equal to 10 to 30 percent of available cash flow, operating profit, or net operating income, as defined in the agreements, after we have received a priority return.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

16. Geographic and Business Segment Information

We consider each one of our hotels to be an operating segment, none of which meets the threshold for a reportable segment. We also allocate resources and assess operating performance based on individual hotels. All of our other real estate investment activities (primarily our office buildings) are immaterial and, with our operating segments, meet the aggregation criteria, and thus, we report one segment: hotel ownership. Our foreigninternational operations consist of four properties locatedhotels in Canada, two properties located in Chile, one property located in Brazil, one property located in Mexico and one property located in the United Kingdom.six countries. There were no intersegment sales during the periods presented. The following table presents revenues and long-lived assets for each of the geographical areas in which we operate (in millions):

 

2013

 

 

2012

 

 

2011

 

  2010   2009   2008 

 

 

 

 

Property and

 

 

 

 

 

 

Property and

 

 

 

 

 

 

Property and

 

  Revenues   Property
and
Equipment,
net
   Revenues   Property
and
Equipment,
net
   Revenues   Property
and
Equipment,
net
 

Revenues

 

 

Equipment, net

 

 

Revenues

 

 

Equipment, net

 

 

Revenues

 

 

Equipment, net

 

United States

  $4,253    $10,095    $4,006    $10,013    $4,941    $10,541  

$

4,895

 

 

$

10,498

 

 

$

4,791

 

 

$

11,095

 

 

$

4,461

 

 

$

10,874

 

Australia

 

40

 

 

 

106

 

 

 

42

 

 

 

133

 

 

 

27

 

 

 

136

 

Brazil

   8     48     —       —       —       —    

 

30

 

 

 

76

 

 

 

33

 

 

 

39

 

 

 

33

 

 

 

42

 

Canada

   109     131     96     135     119     123  

 

97

 

 

 

89

 

 

 

95

 

 

 

97

 

 

 

92

 

 

 

126

 

Chile

   29     56     25     53     32     45  

 

34

 

 

 

54

 

 

 

37

 

 

 

63

 

 

 

28

 

 

 

58

 

Mexico

   21     29     17     30     27     30  

 

24

 

 

 

32

 

 

 

25

 

 

 

26

 

 

 

24

 

 

 

23

 

New Zealand

 

46

 

 

 

140

 

 

 

36

 

 

 

135

 

 

 

32

 

 

 

124

 

United Kingdom

   17     155     —       —       —       —    

 

 

 

 

 

 

 

 

 

 

 

 

 

17

 

 

 

 

                        

Total

  $4,437    $10,514    $4,144    $10,231    $5,119    $10,739  

$

5,166

 

 

$

10,995

 

 

$

5,059

 

 

$

11,588

 

 

$

4,714

 

 

$

11,383

 

                        

16.

Guarantees and Contingencies

17. Guarantees and Contingencies

We have certain guarantees which consist of commitments we have made to third parties for leases or debt that are not recognized in our consolidated financial statements due to various dispositions, spin-offs and contractual arrangements, but that we have agreed to pay in the event of certain circumstances, including the default by an unrelated party. We also may have contingent environmental liabilities related to the presence of hazardous or toxic substances. We consider the likelihood of any material payments under these guarantees and contingencies to be remote. The guarantees and contingencies that are not recognized in our consolidated financial statements are listed below:

We remain contingently liable for rental payments on certain divested non-lodging properties. These primarily represent certain restaurants that were sold subject to our guarantee of the future rental payments. The aggregate amount of these future rental payments is approximately $17 million as of December 31, 2013.

In 1997, we owned Leisure Park Venture Limited Partnership, which owns and operates a senior living facility. We spun-off the partnership to Barceló as part of the REIT conversion, but we remain obligated under a guarantee of interest and principal with respect to $14.7 million of municipal bonds issued by the New Jersey Economic Development Authority through their maturity in 2027. However, to the extent we are required to make any payments under the guarantee, we have been indemnified by Barceló, who, in turn, is indemnified by the current owner of the facility.

In connection with the sale of two hotels in January 2005, we remain contingently liable for the amounts due under the respective ground leases. The future minimum lease payments are approximately $12 million through the full term of the leases, including renewal options. We believe that the likelihood of any material payments related to these ground leases is remote, and in each case, we have been indemnified by the purchaser of the hotel.

Guarantees and environmental liabilities that are recorded on our consolidated balance sheet include:

In connection with the sale of the Atlanta Marriott Marquis in January 2013, we retained $5 million of contingent liabilities related to potential environmental liabilities.

In connection with the sale of the Ritz-Carlton San Francisco hotel in June 2013, we agreed to guarantee the hotel’s operating income through December 31, 2016.  During this period, we will make support payments of up to $4 million a year, not to exceed $11 million for the life of the agreement.  As of December 31, 2013, we have accrued $11 million for the guarantee.

          

We remain contingently liable for rental payments on certain divested non-lodging properties. These primarily represent certain divested restaurants that were sold subject to our guarantee of the future rental payments. The aggregate amount of these future rental payments is approximately $18 million as of December 31, 2010.

 

133

In 1997, we owned Leisure Park Venture Limited Partnership, which owns and operates a senior living facility. We spun-off the partnership to Barceló Crestline Corporation, formerly Crestline Capital Corporation, in the REIT conversion, but we remain obligated under a guarantee of interest and principal with regard to $14.7 million of municipal bonds issued by the New Jersey Economic Development Authority through their maturity in 2027. However, to the extent we are required to make any payments under the guarantee, we have been indemnified by Barceló Crestline Corporation, who, in turn, is indemnified by the current owner of the facility.


In connection with the sale of two hotels in January 2005, we remain contingently liable for the amounts due under the respective ground leases. The future minimum lease payments are approximately $13 million through the full term of the leases, including renewal options. We believe that any liability related to these ground leases is remote, and in each case, we have been indemnified by the purchaser of the hotel.

In connection with the Starwood acquisition, we have three properties with environmental liabilities, primarily asbestos in non-public areas of the properties, for which we have recorded the present value of the liability, or approximately $3 million. The amount is based on management’s estimate of the timing and future costs to remediate the liability. We will record the accretion expense over the period we intend to hold the hotel or until the item is remediated.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

17.

18. Legal Proceedings

We are involved in various legal proceedings in the normal course of business regarding the operation of our hotels and company matters. To the extent not covered by insurance, these lawsuits generally fall into the following broad categories: disputes involving hotel-level contracts, employment litigation, compliance with laws such as the Americans with Disabilities Act, tax disputes and other general matters. Under our management agreements, our operators have broad latitude to resolve individual hotel-level claims for amounts generally less than $150,000. However, for matters exceeding such threshold, our operators may not settle claims without our consent.

Based on our analysis of legal proceedings with which we are currently involved or of which we are aware and our experience in resolving similar claims in the past, we have accrued approximately $18 million as of December 31, 2013. We have estimated that, in the aggregate, our losses related to these proceedings could be as much as $50 million. We believe this range represents the maximum potential loss for all of our legal proceedings, with the exception of the San Antonio litigation discussed below. We are not aware of any other matters with a reasonably possible unfavorable outcome for which disclosure of a loss contingency is required. No assurances can be given as to the outcome of any pending legal proceedings.

San Antonio Litigation. On April 27, 2005, we initiated a lawsuit against Keystone-Texas Property Holding Corporation (“Keystone”) seeking a declaration that a provision of the ground lease for the property under the San Antonio Marriott Rivercenter was valid and claiming that Keystone had breached that lease provision. On October 18, 2006, Keystone filed an amended counterclaim and later, a third party claim, alleging that we had tortiously interfered with Keystone’s attempted sale of the property and that we slandered Keystone’s title to the property.

On February 8, 2010, we received an adverse jury verdict in the 166th166th Judicial District Court of Bexar County, Texas. The jury found that we tortiously interfered with the attempted sale by Keystone of the land under the San Antonio Marriott Rivercenter and awarded Keystone $34.3 million in damages, plus statutory interest. In addition, the jury found that we slandered Keystone’s title to the property and awarded Keystone $39 million in damages, plus statutory interest. Keystone only will only be entitled to receive one of these damagesdamage awards. On February 12, 2010, the jury awarded Keystone $7.5 million in exemplary damages with respect to the second claim. The trial court, however, subsequently granted our motion to disregard the jury’s exemplary damages award. Based on the range of possible outcomes, we have accrued a potential litigation loss of approximately $47 million.

On June 3, 2010, the trial court enteredissued its final judgment reciting and incorporating the jury’s verdict and awarding KeystoneKeystone: (i) $39 million in damages for slander of title,title; or (ii) alternatively, $34.3 million for tortious interference of contract; (iii) approximately $6.8 million in pre-judgment and post-judgment interest (as of December 31, 2013 interest was $17 million); (iv) approximately $3.5 million in attorneys’ fees, expenses, and costs; and (v) an additional $750,000 in attorneys’ fees. fees for any appeal to the court of appeals and Texas Supreme Court.

On August 26,November 23, 2011, a three-judge panel of the San Antonio Court of Appeals issued its memorandum opinion denying our appeal of the trial court’s June 3, 2010 final judgment. In addition, the panel overturned the trial court’s decision to grant our motion to disregard the jury’s $7.5 million award of exemplary damages. On January 17, 2012, we filed motions seeking rehearing from the three-judge panel and a motion for rehearing by the entire seven-judge court of appeals. Those motions were denied on February 29, 2012.

On May 16, 2012, we filed our notice of appeal based, in part, on what we believe to be numerous erroneous rulings which adversely impacted the jury’s verdict. We intend to vigorously pursue these issues on appeal.

We are also involved in various other legal proceedingsa Petition for Review in the normal course of businessTexas Supreme Court and are vigorously defending these claims;on August 17, 2012 the Court requested briefing on the merits. Briefing concluded in January 2013. On June 28, 2013, the Court issued an order denying the petition for review; however, noon December 13, 2013, the Court granted our motion for rehearing on that order and heard oral argument on our appeal on February 4, 2014. No assurances can be given as to the outcome of any pendingthis appeal. We have accrued a loss contingency of approximately $68 million. We have funded a court-ordered $25 million escrow reserve for this legal proceedings. We believe,proceeding.

18.

Quarterly Financial Data (unaudited)

Effective January 1, 2013, we report quarterly operating results on a calendar cycle, which now is consistent across all of our hotel managers and the majority of companies in the lodging industry. Historically, our annual financial statements have been reported on a calendar basis and are unaffected by this change. However, our quarterly operating results had been reported based on currentlya 52-53 week fiscal calendar used by Marriott International, Inc. (“Marriott”), the manager of approximately 50% of our properties. For 2013, Marriott converted to reporting results based on a 12-month calendar year. During 2012, Marriott used a fiscal year ending on the Friday closest to December 31 and reported twelve weeks of operations for the first three quarters and sixteen weeks for the fourth quarter of the year for its Marriott-managed hotels. Accordingly, our first three quarters of operations in 2012 ended on March 23, June 15 and September 7. In contrast, managers of our other hotels, such as Ritz-Carlton, Hyatt, and Starwood, reported results on a monthly basis. During 2012, we did not report the month of operations that ended after our fiscal quarter until the following quarter for those hotels using a monthly reporting period because these hotel managers did not make mid-month results available information,to us. Accordingly, the month of operations that theended after our fiscal quarter was included in our quarterly results of such proceedings,operations in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for any particular period, depending, in part, upon the operating results for such period.

19. Supplemental Guarantor and Non-Guarantor Information for Host L.P.

A portion of our subsidiaries guarantee our senior notes. Among the subsidiaries not providing guarantees are those owning 25 of our full-service hotels, our taxable REIT subsidiaries and all of their respective subsidiaries, and HMH HPT RIBM LLC and HMH HPT CBM LLC, the lessees of the Residence Inn and Courtyard properties, respectively. The separate financial statements of each guaranteeing subsidiary (each, a “Guarantor Subsidiary”) are not presented because we have concluded that such financial statements are not material to investors. The guarantee of each Guarantor Subsidiary is full and unconditional and joint and several and each Guarantor Subsidiary is wholly owned by us.134


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

The following condensed consolidating financial information sets forth the financial position as of December 31, 2010 and 2010 andquarter for those calendar reporting hotel managers. As a result, our 2012 quarterly results of operations include results from hotel managers reporting results on a monthly basis as follows: first quarter (January, February), second quarter (March to May), third quarter (June to August) and cash flows for each of the years in the three year period ending December 31, 2010 of the parent, Guarantor Subsidiaries and the Non-Guarantor Subsidiaries:fourth quarter (September to December).  

Supplemental Condensed Consolidating Balance Sheets

(We did not restate the previously filed 2012 quarterly financial statements prepared in millions)accordance with U.S. generally accepted accounting principles (“GAAP”) because certain property-level operating expenses for our Marriott-managed properties necessary to restate operations are unavailable on a daily basis. Because we rely upon our operators for the hotel operating results used in our financial statements, the unavailability of this information on a calendar quarter basis for 2012 made restating our finan

December 31, 2010cial statements in accordance with GAAP unfeasible. Accordingly, the corresponding 2012 quarterly historical operating results are not comparable to our 2013 quarterly operating results.  

 

   Parent  Guarantor
Subsidiaries
   Non-
Guarantor
Subsidiaries
   Eliminations  Consolidated 

Property and equipment, net

  $675   $5,253    $4,586    $—     $10,514  

Due from managers

   (22  1     66     —      45  

Investments in affiliates

   6,661    1,547     22     (8,082  148  

Rent receivable

   —      34     —       (34  —    

Deferred financing costs, net

   38    —       6     —      44  

Furniture, fixtures and equipment replacement fund

   67    30     55     —      152  

Other

   306    122     351     (426  353  

Restricted cash

   29    1     11     —      41  

Cash and cash equivalents

   749    29     335     —      1,113  
                       

Total assets

  $8,503   $7,017    $5,432    $(8,542 $12,410  
                       

Debt

  $1,883   $2,668    $1,178    $(252 $5,477  

Rent payable

   —      —       34     (34  —    

Other liabilities

   127    168     290     (174  411  
                       

Total liabilities

   2,010    2,836     1,502     (460  5,888  

Limited partnership interests of third parties

   191    —       —       —      191  

Capital

   6,302    4,181     3,901     (8,082  6,302  
                       

Total liabilities and capital

   8,503    7,017     5,403     (8,542  12,381  

Non-controlling interests — consolidated partnerships

   —      —       29     —      29  
                       

Total liabilities, limited partnership interest of third parties and capital

  $8,503   $7,017    $5,432    $(8,542 $12,410  
                       

December 31, 2009

 

 

2013

 

 

 

First

 

 

Second

 

 

Third

 

 

Fourth

 

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

 

(in millions, except per share/unit amounts)

 

Host Hotels & Resorts, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

1,225

 

 

$

1,399

 

 

$

1,211

 

 

$

1,331

 

Operating profit

 

 

90

 

 

 

205

 

 

 

79

 

 

 

138

 

Income from continuing operations

 

 

34

 

 

 

116

 

 

 

1

 

 

 

59

 

Income from discontinued operations

 

 

26

 

 

 

5

 

 

 

17

 

 

 

67

 

Net income

 

 

60

 

 

 

121

 

 

 

18

 

 

 

126

 

Net income attributable to Host Hotels & Resorts, Inc.

 

 

56

 

 

 

119

 

 

 

19

 

 

 

123

 

Basic earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

.04

 

 

 

.16

 

 

 

.01

 

 

 

.07

 

Discontinued operations

 

 

.04

 

 

 

 

 

 

.02

 

 

 

.09

 

Basic earnings per common share

 

 

.08

 

 

 

.16

 

 

 

.03

 

 

 

.16

 

Diluted earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

.04

 

 

 

.16

 

 

 

.01

 

 

 

.07

 

Discontinued operations

 

 

.04

 

 

 

 

 

 

.02

 

 

 

.09

 

Diluted earnings per common share

 

 

.08

 

 

 

.16

 

 

 

.03

 

 

 

.16

 

Host Hotels & Resorts, L.P.(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Host Hotels & Resorts, L.P.

 

 

57

 

 

 

120

 

 

 

19

 

 

 

125

 

Basic earnings per common unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

.04

 

 

 

.15

 

 

 

.01

 

 

 

.08

 

Discontinued operations

 

 

.04

 

 

 

.01

 

 

 

.02

 

 

 

.09

 

Basic earnings per common unit

 

 

.08

 

 

 

.16

 

 

 

.03

 

 

 

.17

 

Diluted earnings per common unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

.04

 

 

 

.15

 

 

 

.01

 

 

 

.08

 

Discontinued operations

 

 

.04

 

 

 

.01

 

 

 

.02

 

 

 

.09

 

Diluted earnings per common unit

 

 

.08

 

 

 

.16

 

 

 

.03

 

 

 

.17

 

 

   Parent  Guarantor
Subsidiaries
   Non-
Guarantor
Subsidiaries
   Eliminations  Consolidated 

Property and equipment, net

  $722   $5,210    $4,299    $—     $10,231  

Assets held for sale

   —      8     —       —      8  

Due from managers

   (23  1     53     (2  29  

Investments in affiliates

   5,887    1,199     28     (6,961  153  

Rent receivable

   —      37     —       (37  —    

Deferred financing costs, net

   42    —       7     —      49  

Furniture, fixtures and equipment replacement fund

   40    32     52     —      124  

Other

   231    64     344     (375  264  

Restricted cash

   —      —       53     —      53  

Cash and cash equivalents

   1,340    34     268     —      1,642  
                       

Total assets

  $8,239   $6,585    $5,104    $(7,375 $12,553  
                       

Debt

  $1,774   $3,004    $1,327    $(268 $5,837  

Rent payable

   —      —       37     (37  —    

Other liabilities

   139    172     166     (109  368  
                       

Total liabilities

   1,913    3,176     1,530     (414  6,205  

Limited partnership interests of third parties

   139    —       —       —      139  

Capital

   6,187    3,409     3,552     (6,961  6,187  
                       

Total liabilities and capital

   8,239    6,585     5,082     (7,375  12,531  

Non-controlling interests – consolidated partnerships

   —      —       22     —      22  
                       

Total liabilities, limited partnership interest of third parties and capital

  $8,239   $6,585    $5,104    $(7,375 $12,553  
                       


135


HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Supplemental Condensed Consolidating Statements of Operations

(in millions)

Year ended December 31, 2010

 

 

2012

 

 

 

First

 

 

Second

 

 

Third

 

 

Fourth

 

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

Quarter

 

 

 

(in millions, except per share/unit amounts)

 

Host Hotels & Resorts, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

929

 

 

$

1,308

 

 

$

1,149

 

 

$

1,673

 

Operating profit

 

 

16

 

 

 

175

 

 

 

63

 

 

 

108

 

Income (loss) from continuing operations

 

 

(54

)

 

 

79

 

 

 

(39

)

 

 

5

 

Income from discontinued operations

 

 

54

 

 

 

4

 

 

 

3

 

 

 

10

 

Net income (loss)

 

 

 

 

 

83

 

 

 

(36

)

 

 

15

 

Net income (loss) attributable to Host Hotels & Resorts, Inc.

 

 

(2

)

 

 

82

 

 

 

(34

)

 

 

15

 

Basic earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

(.08

)

 

 

.11

 

 

 

(.05

)

 

 

.01

 

Discontinued operations

 

 

.08

 

 

 

 

 

 

 

 

 

.01

 

Basic earnings (loss) per common share

 

 

 

 

 

.11

 

 

 

(.05

)

 

 

.02

 

Diluted earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

(.08

)

 

 

.11

 

 

 

(.05

)

 

 

.01

 

Discontinued operations

 

 

.08

 

 

 

 

 

 

 

 

 

.01

 

Diluted earnings (loss) per common share

 

 

 

 

 

.11

 

 

 

(.05

)

 

 

.02

 

Host Hotels & Resorts, L.P.(1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Host Hotels & Resorts, L.P.

 

 

(2

)

 

 

83

 

 

 

(35

)

 

 

16

 

Basic earnings (loss) per common unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

(.08

)

 

 

.11

 

 

 

(.05

)

 

 

.01

 

Discontinued operations

 

 

.08

 

 

 

.01

 

 

 

 

 

 

.01

 

Basic earnings (loss) per common unit

 

 

 

 

 

.12

 

 

 

(.05

)

 

 

.02

 

Diluted earnings (loss) per common unit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

 

(.08

)

 

 

.11

 

 

 

(.05

)

 

 

.01

 

Discontinued operations

 

 

.08

 

 

 

.01

 

 

 

 

 

 

.01

 

Diluted earnings (loss) per common unit

 

 

 

 

 

.12

 

 

 

(.05

)

 

 

.02

 

 

   Parent  Guarantor
Subsidiaries
  Non-
Guarantor
Subsidiaries
  Eliminations  Consolidated 

REVENUES

  $126   $607   $4,432   $(728 $4,437  

Hotel operating expenses

   —      —      (3,028  —      (3,028

Other property-level expenses

   (24  (138  (327  —      (489

Depreciation and amortization

   (57  (295  (240  —      (592

Corporate and other expenses

   (7  (54  (47  —      (108

Gain on insurance settlement

   —      —      3    —      3  

Rental expense

   —      —      (728  728    —    

Interest income

   8    5    11    (16  8  

Interest expense

   (108  (213  (79  16    (384

Net gains (losses) on property transactions and other

   (11  —      12    —      1  

Gain (loss) on foreign currency transactions and derivatives

   (4  —      (2  —      (6

Equity in earnings (losses) of affiliates

   (49  59    3    (14  (1
                     

Income (loss) before income taxes

   (126  (29  10    (14  (159

Benefit (provision) for income taxes

   (2  —      33    —      31  
                     

INCOME (LOSS) FROM CONTINUING OPERATIONS

   (128  (29  43    (14  (128

Income (loss) from discontinued operations, net of tax

   (4  (2  (1  3    (4
                     

NET INCOME (LOSS)

   (132  (31  42    (11  (132

Less: Net (income) loss attributable to non-controlling interests

   —      —      —      —      —    
                     

Net income (loss) attributable to Host Hotels & Resorts, L.P.

  $(132 $(31 $42   $(11 $(132
                     

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year ended December 31, 2009

   Parent  Guarantor
Subsidiaries
  Non-
Guarantor
Subsidiaries
  Eliminations  Consolidated 

REVENUES

  $124   $593   $4,138   $(711 $4,144  

Hotel operating expenses

   —      —      (2,878  —      (2,878

Other property-level expenses

   (21  (145  (220  —      (386

Depreciation and amortization

   (60  (312  (243  —      (615

Corporate and other expenses

   (8  (59  (49  —      (116

Rental expense

   —      —      (711  711    —    

Interest income

   11    3    12    (19  7  

Interest expense

   (93  (227  (78  19    (379

Net gains on property transactions and other

   1    —      13    —      14  

Gain on foreign currency transactions and derivatives

   4    —      1    —      5  

Equity in earnings (losses) of affiliates

   (153  49    (2  74    (32
                     

Income (loss) before income taxes

   (195  (98  (17  74    (236

Benefit (provision) for income taxes

   (2  —      41    —      39  
                     

INCOME (LOSS) FROM CONTINUING OPERATIONS

   (197  (98  24    74    (197

Income (loss) from discontinued operations, net of tax

   (61  (15  (5  20    (61
                     

NET INCOME (LOSS)

   (258  (113  19    94    (258

Less: Net (income) loss attributable to non-controlling interests

   —      —      1    —      1  
                     

Net income (loss) attributable to Host Hotels & Resorts, L.P.

  $(258 $(113 $20   $94   $(257
                     

Year Ended December 31, 2008

   Parent  Guarantor
Subsidiaries
  Non-
Guarantor
Subsidiaries
  Eliminations  Consolidated 

REVENUES

  $134   $782   $5,115   $(912 $5,119  

Hotel operating expenses

   —      —      (3,387  —      (3,387

Other property-level expenses

   (23  (156  (205  —      (384

Depreciation and amortization

   (58  (269  (228  —      (555

Corporate and other expenses

   (6  (29  (23  —      (58

Gain on insurance settlement

   —      —      7    —      7  

Rental expense

   —      —      (912  912    —    

Interest income

   26    6    18    (30  20  

Interest expense

   (97  (226  (82  30    (375

Net gains (losses) on property transactions

   (2  —      4    —      2  

Gain (loss) on foreign currency transactions and derivatives

   (18  —      19    —      1  

Equity in earnings (losses) of affiliates

   411    126    2    (549  (10
                     

Income (loss) before income taxes

   367    234    328    (549  380  

Benefit (provision) for income taxes

   16    —      (13  —      3  
                     

INCOME (LOSS) FROM CONTINUING OPERATIONS

   383    234    315    (549  383  

Income (loss) from discontinued operations, net of tax

   31    14    1    (15  31  
                     

NET INCOME (LOSS)

   414    248    316    (564  414  

Less: Net income attributable to non-controlling interests

   —      —      (3  —      (3
                     

Net income (loss) attributable to Host Hotels & Resorts, L.P.

  $414   $248   $313   $(564 $411  
                     

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Supplemental Condensed Consolidating Statements of Cash Flows

(in millions)

Year Ended December 31, 2010

   Parent  Guarantor
Subsidiaries
  Non-
Guarantor
Subsidiaries
  Consolidated 

OPERATING ACTIVITIES

     

Cash provided by operations

  $22   $239   $259   $520  
                 

INVESTING ACTIVITIES

     

Proceeds from sales of assets, net

   3    9    —      12  

Acquisitions

   —      (164  (178  (342

Deposits for acquisitions

   (38  —      —      (38

Deferred sale proceeds received from HPT

   —      —      17    17  

Investment in affiliates

   (1  —      —      (1

Purchase of mortgage note on a portfolio of hotels

   —      (53  —      (53

Capital expenditures

   (20  (154  (135  (309

Change in furniture, fixtures and equipment (FF&E) replacement fund

   (17  3    (3  (17

Change in FF&E replacement funds designated as restricted cash

   —      —      22    22  

Property insurance proceeds

   —      —      3    3  
                 

Cash used in investing activities

   (73  (359  (274  (706
                 

FINANCING ACTIVITIES

     

Financing costs

   (9  —      (1  (10

Issuance of debt

   500    —      —      500  

Draw on credit facility

   56    —      —      56  

Repurchase/redemption of senior notes, including exchangeable debentures

   (821  —      —      (821

Mortgage debt prepayments and scheduled maturities

   —      —      (364  (364

Scheduled principal repayments

   —      (2  (11  (13

Common OP unit issuance

   406    —      —      406  

Redemption of preferred OP units

   (101  —      —      (101

Distributions on common OP units

   (20  —      —      (20

Distributions on preferred OP units

   (6  —      —      (6

Distributions to non-controlling interests

   —      —      (4  (4

Contributions from non-controlling interests

   —      —      11    11  

Change in restricted cash for financing activities

   5    (1  19    23  

Transfers to/from Parent

   (551  119    432    —    
                 

Cash provided by (used in) financing activities

   (541  116    82    (343
                 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

  $(592 $(4 $67   $(529
                 

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2009

   Parent  Guarantor
Subsidiaries
  Non-
Guarantor
Subsidiaries
  Consolidated 

OPERATING ACTIVITIES

     

Cash provided by operations

  $64   $197   $291   $552  
                 

INVESTING ACTIVITIES

     

Proceeds from sales of assets, net

   30    143    26    199  

Proceeds from sale of interest in CMB Joint Venture LLC

   13    —      —      13  

Investment in and return of capital from affiliates, net

   32    —      —      32  

Capital expenditures

   (24  (173  (143  (340

Change in furniture, fixtures and equipment (FF&E) replacement fund

   (4  20    (22  (6

Changes in FF&E replacement funds designated as restricted cash

   —      (4  (10  (14
                 

Cash provided by (used in) investing activities

   47    (14  (149  (116
                 

FINANCING ACTIVITIES

     

Financing costs

   (15  —      (5  (20

Issuance of debt

   786    —      120    906  

Repayment on credit facility

   (410  —      —      (410

Repurchase/redemption of senior notes, including exchangeable debentures

   (139  —      —      (139

Mortgage debt prepayments and scheduled maturities

   —      (342  —      (342

Scheduled principal repayments

   —      (3  (11  (14

Common OP unit issuance

   767    —      —      767  

Distributions on common OP units

   (43  —      —      (43

Distributions on preferred OP units

   (9  —      —      (9

Distributions to non-controlling interests

   —      —      (2  (2

Change in restricted cash for financing activities

   —      3    1    4  

Transfers to/from Parent

   37    149    (186  —    
                 

Cash provided by (used in) financing activities

   974    (193  (83  698  
                 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

  $1,085   $(10 $59   $1,134  
                 

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2008

   Parent  Guarantor
Subsidiaries
  Non-
Guarantor
Subsidiaries
  Consolidated 

OPERATING ACTIVITIES

     

Cash provided by operations

  $60   $401   $559   $1,020  
                 

INVESTING ACTIVITIES

     

Proceeds from sales of assets, net

   14    24    —      38  

Investment in affiliates

   (77  —      —      (77

Capital expenditures

   (54  (356  (262  (672

Change in furniture, fixtures and equipment (FF&E) replacement fund

   (4  5    2    3  

Changes in FF&E replacement funds designated as restricted cash

   —      6    —      6  

Other

   —      —      (14  (14
                 

Cash used in investing activities

   (121  (321  (274  (716
                 

FINANCING ACTIVITIES

     

Financing costs

   (3  —      (5  (8

Issuances of debt

   —      —      300    300  

Draws on credit facility

   410    —      —      410  

Repurchase/redemption of senior notes, including exchangeable debentures

   (82  —      —      (82

Mortgage debt prepayments and scheduled maturities

   —      (34  (211  (245

Scheduled principal repayments

   —      (6  (10  (16

Common OP unit repurchase

   (100  —      —      (100

Distributions on common OP units

   (542  —      —      (542

Distributions on preferred OP units

   (9  —      —      (9

Distributions to non-controlling interests

   —      —      (8  (8

Change in restricted cash for financing activities

   —      1    15    16  

Transfers to/from Parent

   346    (60  (286  —    
                 

Cash provided by (used in) financing activities

   20    (99  (205  (284
                 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

  $(41 $(19 $80   $20  
                 

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

20. Quarterly Financial Data (unaudited)

   2010 
   First
Quarter
  Second
Quarter
   Third
Quarter
  Fourth
Quarter
 
   (in millions, except per share/unit amounts) 

Host Hotels & Resorts, Inc.:

  

Revenues

  $823   $1,114    $1,006   $1,494  

Operating profit (loss)

   (2  110     23    91  

Income (loss) from continuing operations

   (82  20     (61  (4

Income (loss) from discontinued operations

   (2  —       —      (2

Net income (loss)

   (84  20     (61  (6

Net income (loss) attributable to Host Hotels & Resorts, Inc.

   (84  19     (58  (6

Net income (loss) available to common stockholders

   (86  13     (58  (6

Basic income (loss) per common share:

      

Continuing operations

   (.13  .02     (.09  (.01

Discontinued operations

   —      —       —      —    

Net income (loss)

   (.13  .02     (.09  (.01

Diluted income (loss) per common share:

      

Continuing operations

   (.13  .02     (.09  (.01

Discontinued operations

   —      —       —      —    

Net income (loss)

   (.13  .02     (.09  (.01

Host Hotels & Resorts, L.P.(1):

      

Net income (loss) attributable to Host Hotels & Resorts, L.P.

   (85  19     (59  (6

Net income (loss) available to common unitholders

   (87  13     (59  (6

Basic income (loss) per common unit:

      

Continuing operations

   (.14  .02     (.09  (.01

Discontinued operations

   —      —       —      —    

Net income (loss)

   (.14  .02     (.09  (.01

Diluted income (loss) per common unit:

      

Continuing operations

   (.14  .02     (.09  (.01

Discontinued operations

   —      —       —      —    

Net income (loss)

   (.14  .02     (.09  (.01

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   2009 
   First
Quarter
  Second
Quarter
  Third
Quarter
  Fourth
Quarter
 
   (in millions, except per share/unit amounts) 

Host Hotels & Resorts, Inc.:

  

Revenues

  $864   $1,051   $903   $1,326  

Operating profit (loss)

   20    104    (8  33  

Income (loss) from continuing operations

   (54  (11  (67  (65

Income (loss) from discontinued operations

   (6  (58  9    (7

Net loss

   (60  (69  (58  (72

Net loss attributable to Host Hotels & Resorts, Inc.

   (59  (68  (55  (71

Net loss available to common stockholders

   (61  (70  (57  (73

Basic income (loss) per common share:

     

Continuing operations

   (.11  (.02  (.11  (.11

Discontinued operations

   (.01  (.10  .02    (.01

Net loss

   (.12  (.12  (.09  (.12

Diluted income (loss) per common share:

     

Continuing operations

   (.11  (.02  (.11  (.11

Discontinued operations

   (.01  (.10  .02    (.01

Net loss

   (.12  (.12  (.09  (.12

Host Hotels & Resorts, L.P.(1):

     

Net loss attributable to Host Hotels & Resorts, L.P.

   (60  (69  (56  (72

Net loss available to common unitholders

   (62  (71  (58  (74

Basic income (loss) per common unit:

     

Continuing operations

   (.11  (.02  (.11  (.11

Discontinued operations

   (.01  (.10  .02    (.01

Net loss

   (.12  (.12  (.09  (.12

Diluted income (loss) per common unit:

     

Continuing operations

   (.11  (.02  (.11  (.11

Discontinued operations

   (.01  (.10  .02    (.01

Net loss

   (.12  (.12  (.09  (.12

 

(1)

Other income statement line items not presented for Host L.P. are equal to the amounts presented for Host Inc.

The sum of the basic and diluted earnings per common share and OP units for the four quarters in all years presented differs from the annual earnings per common share and OP units due to the required method of computing the weighted average number of shares and OP units in the respective periods.

21. Subsequent Events

On February 18, 2011, we completed the acquisition of a portfolio of seven midscale and upscale hotels in New Zealand for approximately $145 million, including $80 million of mortgage debt. This acquisition is consistent with our acquisition strategy in the Asia-Pacific where, in addition to acquiring upper upscale properties, we also will pursue the acquisition or development of midscale and upscale hotels. The properties are located in the cities of Auckland, Queenstown, Christchurch and Wellington and will be operated by Accor under the ibis and Novotel brands. The portfolio is comprised of the following hotels:

 

136

The 273-room Hotel Novotel Queenstown Lakeside;


 

The 193-room Hotel Novotel Christchurch Cathedral Square;

The 147-room Hotel Novotel Auckland Ellerslie;

The 139-room Hotel Novotel Wellington;

The 200-room Hotel ibis Wellington;

The 155-room Hotel ibis Christchurch; and

The 100-room Hotel ibis Ellerslie.

Due to the timing of the acquisition, the initial accounting for the business combination has not been completed. On February 22, 2011, Christchurch, New Zealand experienced an earthquake that resulted in the evacuation of the Hotel Novotel Christchruch Cathedral Square and the Hotel ibis Christchurch. Due to the restricted access to these sites, we have been unable to determine the extent of any property damage that may have occurred.

Item 9.

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Additionally, subsequent to year end, we entered into agreements to purchase hotels in New York and San Diego as follows:

In January 2011, we entered into an agreement to acquire the 775-room New York Helmsley Hotel for $313.5 million. The acquisition is expected to close in March of 2011, subject to customary closing conditions.

In February 2011, we entered into an agreement to acquire the entity that owns the 1,625-room Manchester Grand Hyatt San Diego and certain related rights, for $570 million. The transaction is expected to close in March of 2011, and is subject to various closing conditions, including approval by the San Diego Unified Port District.

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

None.

Item  9A.

Controls and Procedures

Item 9A. Controls and Procedures

Controls and Procedures (Host Hotels & Resorts, Inc.)

Disclosure Controls and Procedure

Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host Inc. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2013 based on the Internal Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2013. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting of Host Inc., which appears in Item 8.

Controls and Procedures (Host Hotels & Resorts, L.P.)

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance thatthat information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) is accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host Inc. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2010 based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2010. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting of Host Inc., which appears in Item 8 of this report.

Controls and Procedures (Host Hotels & Resorts, L.P.)

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) is accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host L.P. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness ofof our internal control over financial reporting as of December 31, 20102013 based on the Internal Control–Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2010.2013. There were no changes in our internal control over financial reporting during the quarter ended December 31, 20102013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of Host L.P.’s independent registered public accounting firm from regarding internal control over financial reporting. Management’s report was not subject to attestation by Host L.P.’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission applicable to “non-accelerated filers.”

Item  9B.

Item 9B. Other Information

None.

137


PART III

Certain information called for by Items 10-14 is incorporated by reference from Host Inc.’s 20112014 Annual Meeting of Stockholders Notice and Proxy Statement (to be filed pursuant to Regulation 14A not later than 120 days after the close of our fiscal year).

Item  10.

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item with respect to directors is incorporated by reference to the section of Host Inc.'s’s definitive Proxy Statement for its 20112014 Annual Meeting of Stockholders entitled “Proposal One: Election of Directors.” See Item 4 in Part I “Executive Officers” of this Annual Report for information regarding executive officers.

The information required by this item with respect to Audit Committee and Audit Committee Financial Experts is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 20112014 Annual Meeting of Stockholders entitled “Corporate Governance and Board Matters.” There have been no material changes to the procedures by which stockholders may recommend nominees to the Board of Directors since our lastlast annual report.

We have adopted a Code of Business Conduct and Ethics that applies to all employees. In compliance with the applicable rules of the SEC, special ethics obligations of our Chief Executive Officer, Chief Financial Officer, Corporate Controller and other employees who perform financial or accounting functions are set forth in Section 10 of the Code of Business Conduct and Ethics, entitledSpecial “Special Ethics Obligations of Employees with Financial Reporting Obligations.Obligations.” The Code is available atat the Investor Information/Governance section of our website atwww.hosthotels.com. A copy of the Code is available in print, free of charge, to stockholders and unitholders upon request to the company at the address set forth in Item 1 of this Annual Report under the section “Business —Where“Business—Where to Find Additional Information.” We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Business Conduct and Ethics by posting such information on our web site.

Item  11.

Executive Compensation

Item 11. Executive Compensation

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 20112014 Annual Meeting of Stockholders entitled: “Compensation Discussion and Analysis,” “Executive Officer Compensation,” “Director Compensation,” “Corporate Governance and Board Matters—Compensation Policy Committee Interlocks and Insider Participation” and “Report of the CompensationCompensation Policy Committee on Executive Compensation.”

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder and Unitholder Matters

Item  12.

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

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 20112014 Annual Meeting of Stockholders entitled: “Security Ownership of Certain Beneficial Owners and Management” and “Executive Officer Compensation—Securities Authorized for Issuance Under Equity CompensationCompensation Plans.”

Item 13.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 20112014 Annual Meeting of Stockholders entitledentitled: “Certain Relationships and Related Person Transactions” and “Corporate Governance and Board Matters—Independence of Directors.”

Item 14. Principal Accounting

Item 14.

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 20112014 Annual Meeting of Stockholders entitled “Auditor Fees.”

138


PART IV

Item 15.

Item 15. Exhibits and Financial Statement Schedules.

(a) LIST OF DOCUMENTS FILED AS PART OF THIS REPORT

(a)

LIST OF DOCUMENTS FILED AS PART OF THIS REPORT

(i)FINANCIAL STATEMENTS

All financial statements of the registrants are set forth under Item 8 of this Report on Form 10-K.

(ii)FINANCIAL STATEMENT SCHEDULES

The following financial information is filed herewith on the pages indicated.

Financial Schedules:

 

Page

III.

Real Estate and Accumulated Depreciation.

S-1 to S-6

All other schedules are omitted because they are not applicable or the required information is included in the consolidated financial statements or notes thereto.

(b) EXHIBITS

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

139


 

Exhibit
No.

Description

Exhibit

No.

Description

3.

Articles of Incorporation and Bylaws

 

3.1

Articles of Restatement of Articles of Incorporation of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 3.3 of Host Hotels & Resorts, L.P. Registration Statement on Form S-4 (SEC File No. 333-170934), filed on December 2, 2010).

 

3.1A

Third Amended and Restated Agreement of Limited Partnership of Host Hotels & Resorts, L.P. (incorporated by reference to Exhibit 3.1 of Host Hotels & Resorts, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 1, 2007).

Exhibit

No.

Description

 

3.2

Amended and Restated Bylaws of Host Hotels & Resorts, Inc., effective November 6, 2008 (incorporated by reference to Exhibit 3.3 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed on November 12, 2008).

    4.

4.

Instruments Defining Rights of Security Holders

 

4.1

See Exhibit 3.1 and 3.2 for provisions of the Articles and Bylaws of Host Hotels & Resorts, Inc. defining the rights of security holders. See Exhibit 3.1A for provisions of the Agreement of Limited Partnership of Host Hotels & Resorts, L.P. defining the rights of security holders.

 

4.2

Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.7 to Host Marriott Corporation’s Amendment No. 4 to its Registration Statement on Form S-4 (SEC File No. 333-55807) filed on October 2, 1998).

 

4.3

Amended and Restated Indenture dated as of August 5, 1998, by and among HMH Properties, Inc., as Issuer, and the Subsidiary Guarantors named therein, and Marine Midland Bank, as Trustee (incorporated by reference to Exhibit 4.1 of Host Marriott Corporation’s Current Report on Form 8-K dated August 6, 1998) (SEC File No. 001-05664).

 

4.4

Third Supplemental Indenture, dated as of December 14, 1998, by and among HMH Properties Inc., Host Marriott, L.P., the entities identified therein as New Subsidiary Guarantors and Marine Midland Bank, as Trustee, to the Amended and Restated Indenture, dated as of August 5, 1998, among the Company, the Guarantors named therein, Subsidiary Guarantors named therein and the Trustee (incorporated by reference to Exhibit 4.3 of Host Marriott, L.P.’s Current Report on Form 8-K filed with the Commission on December 31, 1998) (SEC File No. 333-55807).

 4.5

Amended and Restated Twelfth Supplemental Indenture, dated as of July 28, 2004, by and among Host Marriott, L.P., the Subsidiary Guarantors signatures thereto and The Bank of New York, as successor to HSBC Bank USA (formerly, Marine Midland Bank), as trustee to the Amended and Restated Indenture, dated August 5, 1998 (incorporated by reference to Exhibit 4.17 of Host Marriott Corporation’s Report on Form 10-Q for the quarter ended September 10, 2004, filed on October 19, 2004).

    4.64.5

Thirteenth Supplemental Indenture, dated as of March 16, 2004, by and among Host Marriott, L.P., the Subsidiary Guarantors signatories thereto, and The Bank of New York, as successor to HSBC Bank USA (formerly, Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998 (incorporated by reference to Exhibit 4.17 of Host Marriott Corporation’s Report on Form 10-Q for the quarter ended March 26, 2004, filed on May 3, 2004).

  4.7

Registration Rights Agreement, dated as of March 16, 2004, among Host Marriott Corporation, Host Marriott, L.P. and Goldman, Sachs & Co. as representatives of the several Initial Purchasers named therein related to the 3.25% Exchangeable debentures due 2024 (incorporated by reference to Exhibit 4.10 of Host Marriott Corporation’s Registration Statement on Form S-3 (SEC File No. 333-117229) filed with the Commission on July 8, 2004).

    4.8

Sixteenth Supplemental Indenture, dated March 10, 2005, by and among Host Marriott, L.P., the Guarantors named therein and The Bank of New York as successor to HSBC Bank USA (formerly, Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998 (incorporated by reference to Exhibit 4.19 of Host Marriott, L.P.’s Report on Form 8-K, filed on March 15, 2005).

    4.9

Nineteenth Supplemental Indenture, dated April 4, 2006, by and among Host Marriott, L.P., the Subsidiary Guarantors named therein and The Bank of New York as successor to HSBC Bank USA (formerly, Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998 (incorporated by reference to Exhibit 4.26 of Host Marriott Corporation’s Current Report on Form 8-K, filed April 10, 2006).

Exhibit

No.

Description

    4.10

Twenty-Second Supplemental Indenture, dated November 2, 2006, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and The Bank of New York as successor to HSBC Bank USA (formerly, Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998 (incorporated by reference to Exhibit 4.27 of Host Hotels & Resorts, Inc. Current Report on Form 8-K filed November 7, 2006).

    4.11

Twenty-Third Supplemental Indenture, dated March 23, 2007, by and among Host Hotels & Resorts, L.P., Host Hotels & Resorts, Inc., the Subsidiary Guarantors named therein and The Bank of New York as successor to HSBC Bank USA (formerly, Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed March 29, 2007).

    4.12

Registration Rights Agreement, dated March 23, 2007, among Host Hotels & Resorts, L.P., Host Hotels & Resorts, Inc. and Goldman, Sachs & Co. and Banc of America Securities LLC, as representatives of the several Initial Purchasers named therein, related to the 2.625% Exchangeable Senior Debentures due 2027 (incorporated by reference to Exhibit 10.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed on March 29, 2007).

    4.13

Twenty-Ninth Supplemental Indenture, dated May 11, 2009, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and The Bank of New York Mellon (formerly, The Bank of New York) as successor to HSBC Bank USA (formerly, Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed May 11, 2009).

    4.14

Thirty-Second Supplemental Indenture, dated December 22, 2009, by and among Host Hotels & Resorts, L.P., Host Hotels & Resorts, Inc., the Subsidiary Guarantors named therein and The Bank of New York Mellon (formerly, The Bank of New York) as successor to HSBC Bank USA (formerly, Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed December 23, 2009).

 4.15

4.6

Registration Rights Agreement, dated December 22, 2009, among Host Hotels & Resorts, L.P., Host Hotels & Resorts, Inc. and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc., in their capacity as representatives of the several initial purchasers of the debentures, related to the 2.50% Exchangeable Senior Debentures due 2029 (incorporated by reference to Exhibit 10.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed on December 23, 2009).

 4.16

4.7

Thirty-Sixth Supplemental Indenture, dated October 25, 2010, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and The Bank of New York Mellon, as successor to HSBC Bank USA (formerly, Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed on October 29, 2010).

  10.

Material Contracts

 10.1

4.8

Thirty-Ninth Supplemental Indenture, dated May 11, 2011, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and the Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed May 12, 2011).

4.9

Forty-First Supplemental Indenture, dated November 18, 2011, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on November 18, 2011).

4.10

Forty-Second Supplemental Indenture, dated March 22, 2012, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on March 23, 2012).

140


Exhibit
No.

Description

4.11

Forty-Third Supplemental Indenture, dated August 9, 2012, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on August 9, 2012).

4.12

Forty-Fourth Supplemental Indenture, dated March 28, 2013, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on March 28, 2013).

10.

Material Contracts

10.1*

Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan as amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.26 of2014.

10.2*

Trust Agreement between Wilmington Trust Company and Host Hotels & Resorts, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008, filed February 27, 2009).

  10.2

Trust Agreement between T. Rowe Price Trust Company and Host Marriott, L.P., dated November 23, 2005,June 1, 2006, relating to the Host Marriott,Hotels & Resorts, L.P. Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.38 of Host Marriott Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005, filed March 10, 2006.)
Plan.  

Exhibit

No.

Description

 

10.3

Host Marriott Corporation and Host Marriott, L.P. 1997 Comprehensive Stock and Cash Incentive Plan, as amended and restated December 29, 1998, as amended January 2004 (incorporated by reference to Exhibit 10.7 of Host Marriott Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 2, 2004).

 10.4

Host Hotels & Resorts, L.P. Retirement and Savings Plan, as amended and restated, effective as of January 1, 2008 (incorporated by reference to Exhibit 10.29 of Host Hotels & Resorts, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008, filed February 27, 2009).

  10.510.4*

Host Hotels & Resorts, Inc.’s Non-Employee Director’s Deferred Stock Compensation Plan, as amended and restated, effective as of December 15, 2009 (incorporated by reference to Exhibit 10.30 of Host Hotels & Resorts, Inc. Annual Report on Form 10-K for the year ended December 31, 2009, filed March 1, 2010).

  10.6

Host Hotels & Resorts, Inc.’s Severance Plan for Executives, as amended and restated, effective as of January 1, 2008 (incorporated by reference to Exhibit 10.31 of Host Hotels & Resorts, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2008, filed February 27, 2009).

16, 2013.

 10.7

Form of

10.5

Indemnification Agreement for officers and directors of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 10.3210.7 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed November 12, 2008).

  10.8

Form of Restricted Stock Agreement for 2009 for use under the 1997 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.33 of Host Hotels & Resorts, Inc.’sL.P. Annual Report on Form 10-K for the year ended December 31, 2008,2011, filed on February 27, 2009)22, 2012).

 10.9

Form of Option Agreement for

10.6

Host Hotels & Resorts 2009 under the 1997 Comprehensive Stock and Cash Incentive Plan, effective as of March 12, 2009 (incorporated by reference to Exhibit 10.34 ofAppendix A to the Host Hotels & Resorts, Inc.’s Annual Report Definitive Proxy Statement on Form 10-K forSchedule 14A filed with the year ended DecemberCommission on March 31, 2008, filed February 27, 2009).

 10.10

10.7

Form of Restricted Stock Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.33 of Host Hotels & Resorts, Inc.’s Quarterly Report on Form 10-Q, filed July 28, 2009).

 10.11

10.8

Form of Option Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.34 of Host Hotels & Resorts, Inc.’s Quarterly Report on Form 10-Q, filed July 28, 2009).

 10.12#

Second Amended and Restated Agreement of Limited Partnership of HHR EURO CV, dated as of May 27, 2010, by and among HST GP EURO B.V., HST LP EURO B.V., Stichting Pensioenfonds ABP, APG Strategic Real Estate Pool N.V. and Jasmine Hotels PTE Ltd. (incorporated by reference to Exhibit 10.37 of Host Hotels & Resorts, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 18, 2010, filed on July 27, 2010).

  10.1310.9

Second Amended and Restated Credit Agreement, dated as of May 25, 2007, among Host Hotels & Resorts, L.P., Host Euro Business Trust, Certain Canadian Subsidiaries of Host Hotels & Resorts, L.P., Deutsche Bank AG New York Branch, Bank of America, N.A., Citicorp North America, Inc., Société Générale, Calyon New York Branch, and Various Lenders (incorporated by reference to Exhibit 10.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed June 1, 2007).

  10.14

Second Amended and Restated Pledge and Security Agreement, dated as of May 25, 2007, among Host Hotels & Resorts, L.P. and the other Pledgors named therein and Deutsche Bank AG New York Branch, as Collateral Agent (incorporated by reference to Exhibit 10.2 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed June 1, 2007).

Exhibit

No.

Description

  10.15

Second Amended and Restated Subsidiaries Guaranty, dated as of May 25, 2007, by the subsidiaries of Host Hotels & Resorts, L.P. named as Guarantors therein (incorporated by reference to Exhibit 10.3 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed June 1, 2007).

  10.16

Amendment No. 1 to Credit Agreement, dated as of April 22, 2008, among Host Hotels & Resorts, L.P., Host Holding Business Trust, Certain Subsidiaries of Host Hotels & Resorts, L.P., Deutsche Bank AG New York Branch and Various Lenders (incorporated by reference to Exhibit 10.41 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed with the Commission on April 28, 2008).

  10.17

Amended and Restated Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Employee Stock Purchase Plan, effective as of January 1, 2008 (incorporated by reference to Exhibit 10.40 of Host Hotels & Resorts, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on February 25, 2008).

 10.18

Host Hotels & Resorts 2009 Comprehensive Stock

   10.10#

Fourth Amended and Cash Incentive Plan, effectiveRestated Agreement of Limited Partnership of HHR EURO CV, dated as of March 12, 2009June 27, 2011, by and among HST GP EURO B.V., HST Euro II LP B.V., APG Strategic Real Estate Pool N.V. and Jasmine Hotels Private Limited (incorporated by reference to Appendix AExhibit 10.23 to the Host Hotels & Resorts, Inc. Definitive Proxy Statementcombined Quarterly Report on Schedule 14A filed with the Commission on March 31, 2009).

  10.19

Sales Agency Financing Agreement, dated August 19, 2009, betweenForm 10-Q of Host Hotels & Resorts, Inc. and BNY Mellon Capital Markets, LLCHost Hotels & Resorts, L.P., filed on July 25, 2011).

10.11

First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of HHR EURO CV, dated as sales agentof April 17, 2013, by and among HHR EURO II GP B.V., HST LP EURO B.V., HST Euro II LP B.V., APG Strategic Real Estate Pool N.V. and Jasmine Hotels Private Limited (incorporated by reference to Exhibit 1.110.19 to the combined Quarterly Report on Form 10-Q of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on May 7, 2013).

10.12

Credit Agreement, dated as of November 22, 2011, among Host Hotels & Resorts, L.P., certain Canadian subsidiaries of Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Wells Fargo Bank, N.A., Deutsche Bank AG New York Branch and The Bank of Nova Scotia as co-documentation agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P., filed on November 29, 2011).

10.13

Amendment Agreement to Credit Agreement, dated as of July 25, 2012, among Host Hotels & Resorts, L.P., certain Canadian subsidiaries of Host Hotels & Resorts, L.P.,  Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Wells Fargo Bank, N.A., Deutsche Bank AG New York Branch and The Bank of Nova Scotia as co-documentation agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. filed with the Commission on August 20, 2009)July 25, 2012).

 10.20

141


Exhibit
No.

Description

10.14*

Host Hotels & Resorts, Inc. Non-Employee Directors’ Deferred Stock Compensation Plan, as amended and restated effective as of December 15, 2009, as further amended February 2, 2012 and February 6, 2014.

10.15

Sales Agency Financing Agreement, dated August 19, 2010,April 24, 2012, between Host Hotels & Resorts, Inc. and BNY Mellon Capital Markets, LLC, as sales agent (incorporated by reference to Exhibit 1.1 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed with the Commission on August 20, 2010)April 25, 2012).

10.16

  12.Sales Agency Financing Agreement, dated April 24, 2012, between Host Hotels & Resorts, Inc. and Scotia Capital (USA) Inc., as sales agent (incorporated by reference to Exhibit 1.2 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed on April 25, 2012).

10.17

Amendment No. 1, dated as of April 25, 2013, to the Sales Agency Financing Agreement dated as of April 24, 2012, between Host Hotels & Resorts, Inc. and BNY Mellon Capital Markets, LLC (incorporated by reference to Exhibit 1.1 of Host Hotels & Resorts, Inc. Report on Form 8-K, filed on April 25, 2013).

10.18

Amendment No. 1, dated as of April 25, 2013,  to the Sales Agency Financing Agreement dated as of April 24, 2012, between Host Hotels & Resorts, Inc. and Scotia Capital (USA) Inc. (incorporated by reference to Exhibit 1.2 of Host Hotels & Resorts, Inc. Report on Form 8-K, filed on April 25, 2013).

10.19

Employment Offer Letter between Host Hotels & Resorts, L.P. and Mr. Struan Robertson dated January 17, 2013. (incorporated by reference to Exhibit 10.18 of the combined Annual Report on Form 10-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. filed on February 25, 2013).

12.

Statements re Computation of Ratios

 

12.1*

Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends for Host Hotels & Resorts, Inc.

 

12.2*

Computation of Ratios of Earnings to Fixed Charges and Preferred Unit Distributions for Host Hotels & Resorts, L.P.

  21.

Subsidiaries

 

21.

Subsidiaries

21.1*

List of Subsidiaries of Host Hotels & Resorts, Inc.

 

21.2*

List of Subsidiaries of Host Hotels & Resorts, L.P.

  23.

Consents

 

23.

Consents

23*

Consent of KPMG LLP

  31.

31.

Rule 13a-14(a)/15d-14(a) Certifications

 

31.1*

Certification of Chief Executive Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2*

Certification of Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.3*

Certification of Chief Executive Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit

No.

Description

 

31.4*

Certification of Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32.

Section 1350 Certifications

 

32.

Section 1350 Certifications

32.1*

Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†

 

32.2*

Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†

142


101.INS

XBRL Instance Document.

Submitted electronically with this report.

101.SCH

XBRL Taxonomy Extension Schema Document.

Submitted electronically with this report.

101.CAL

XBRL Taxonomy Calculation Linkbase Document.

Submitted electronically with this report.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

Submitted electronically with this report.

101.LAB

XBRL Taxonomy Label Linkbase Document.

Submitted electronically with this report.

101.PRE

XBRL Taxonomy Presentation Linkbase Document.

Submitted electronically with this report.

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the Years ended December 31, 2010, 20092013, 2012 and 2008,2011, respectively, for Host Hotels & Resorts, Inc.; (ii) the Condensed Consolidated Balance Sheets at December 31, 2010,2013 and December 31, 2009,2012, respectively, for Host Hotels & Resorts, Inc.; (iii) the Consolidated Statements of Equity and Comprehensive Income(Loss)Income (Loss) for the Years ended December 31, 2010, 20092013, 2012 and 2008,2011, respectively, for Host Hotels & Resorts, Inc.; (iv) the CondensedConsolidated Statements of Equity for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, Inc.; (v) the Consolidated Statements of Cash Flows for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, Inc.; (vi) the Consolidated Statements of Operations for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, 2013 and December 31, 2012, respectively, for Host Hotels & Resorts, L.P.; (viii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated Statement of Cash Flows for the Years ended December 31, 2010, 20092013, 2012 and 2008, respectively, for Host Hotels & Resorts Inc.; (v) the Condensed Consolidated Statements of Operations for the Years ended December 31, 2010, 2009 and 2008, respectively, for Host Hotels & Resorts L.P.; (vi) the Condensed Consolidated Balance Sheets at December 31, 2010, and December 31, 2009, respectively, for Host Hotels & Resorts L.P.; (vii) the Consolidated Statements of Capital and Comprehensive Income(Loss) for the Years ended December 31, 2010, 2009 and 2008, respectively, for Host Hotels & Resorts L.P.; (viii) the Condensed Consolidated Statement of Cash Flows for the Years ended December 31, 2010, 2009 and 2008,2011, respectively, for Host Hotels & Resorts, L.P.; and (ix)(xi) Notes to the Consolidated Financial Statements that have been detail tagged. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

*

Filed herewith.

#

Confidential treatment requested.

This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

143


SIGNATURES

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

 

HOST HOTELS & RESORTS, INC.

Date: February 24, 2011By:

/S/    LARRY K. HARVEY        

Larry K. Harvey

Date: February 26, 2014

By:

/s/ GREGORY J. LARSON

Gregory J. Larson

Executive Vice President, Chief Financial Officer

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

 

Signatures

Title

Date

Signatures

Title

Date

/s/ RICHARD E. MARRIOTT

Chairman of the Board of Directors

February 24, 201126, 2014

Richard E. Marriott

/s/ W. EDWARD WALTER

President, Chief Executive Officer and Director

(PrincipalDirector (Principal Executive Officer)

February 24, 201126, 2014

W. Edward Walter

/s/ LARRY K. HARVEY        GREGORY J. LARSON

Executive Vice President, Chief Financial Officer

(Principal (Principal Financial Officer)

February 24, 201126, 2014

Larry K. HarveyGregory J. Larson

/s/ BRIAN G. MACNAMARA

Senior Vice President, Corporate Controller

(Principal Accounting Officer)

February 24, 201126, 2014

Brian G. Macnamara

/s/ WILLARD W. BRITTAIN        MARY L. BAGLIVO

Director

February 24, 201126, 2014

Willard W. BrittainMary L. Baglivo

/s/ SHEILA C. BAIR

Director

February 26, 2014

Sheila C. Bair

/s/ ROBERT M. BAYLIS

Director

February 26, 2014

Robert M. Baylis

/s/ TERENCE C. GOLDEN

Director

February 24, 201126, 2014

Terence C. Golden

/s/ ANN MCLAUGHLIN KOROLOGOS

Director

February 24, 201126, 2014

Ann McLaughlin Korologos

/s/ JOHN B. MORSE, JR.

Director

February 24, 201126, 2014

John B. Morse, Jr.

/s/ WALTER C. RAKOWICH

Director

February 26, 2014

Walter C. Rakowich

/s/ GORDON H. SMITH

Director

February 24, 201126, 2014

Gordon H. Smith

144


SIGNATURES

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

 

HOST HOTELS & RESORTS, LP

Date: February 24, 201126, 2014

By:

By:

Host Hotels

HOST HOTELS & Resorts, Inc.RESORTS, INC., its general partner

By:

/S/    LARRY K. HARVEY        

Larry K. Harvey

By:

/s/ GREGORY J. LARSON

Gregory J. Larson

Executive Vice President, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following officers and directors of Host Hotels & Resorts, Inc., the general partner of the registrant, and in the capacities and on the dates indicated.

 

Signatures

Title

Date

/s/ RICHARD E. MARRIOTT

Chairman of the Board of Directors

February 24, 201126, 2014

Richard E. Marriott

/s/ W. EDWARD WALTER

President, Chief Executive Officer and

Director (Principal Executive Officer)

February 24, 201126, 2014

W. Edward Walter

/s/ LARRY K. HARVEY        

Larry K. HarveyGREGORY J. LARSON

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

February 24, 201126, 2014

Gregory J. Larson

/s/ BRIAN G. MACNAMARA

Brian G. Macnamara

Senior Vice President, Corporate Controller (Principal

(Principal Accounting Officer)

February 24, 201126, 2014

Brian G. Macnamara

/s/ WILLARD W. BRITTAIN        MARY L. BAGLIVO

Director

February 24, 201126, 2014

Willard W. BrittainMary L. Baglivo

/s/ SHEILA C. BAIR

Director

February 26, 2014

Sheila C. Bair

/s/ ROBERT M. BAYLIS

Director

February 26, 2014

Robert M. Baylis

/s/ TERENCE C. GOLDEN

Director

February 24, 201126, 2014

Terence C. Golden

/s/ ANN MCLAUGHLIN KOROLOGOS

Director

February 24, 201126, 2014

Ann McLaughlin Korologos

/s/ JOHN B. MORSE, JR.

Director

February 24, 201126, 2014

John B. Morse, Jr.

/s/ WALTER C. RAKOWICH

Director

February 26, 2014

Walter C. Rakowich

/s/ GORDON H. SMITH

Director

February 24, 201126, 2014

Gordon H. Smith

145


SCHEDULE III

Page 1 of 6

 

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 20102013

(in millions)

 

 

Initial Cost

 

 

Subsequent

 

 

Foreign

 

 

Gross Amount at December 31, 2013

 

 

Date of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings &

 

 

Costs

 

 

Currency

 

 

 

 

 

 

Buildings &

 

 

 

 

 

 

Accumulated

 

 

Completion of

 

 

Date

 

 

Depreciation

 

Description

 Debt  Initial Costs Subsequent
Costs
Capitalized
  Gross Amount at December 31, 2010 Date of
Completion of
Construction
  Date
Acquired
  Depreciation
Life
 

 

Debt

 

 

Land

 

 

Improvements

 

 

Capitalized

 

 

Adjustment

 

 

Land

 

 

Improvements

 

 

Total

 

 

Depreciation

 

 

Construction

 

 

Acquired

 

 

Life

 

 Land Buildings &
Improvements
 Land Buildings &
Improvements
 Total Accumulated
Depreciation
 

Hotels:

           

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arlington Pentagon City Residence Inn

  —      6    29    6    6    35    41    14    —      1996    40  

Atlanta Marriott Marquis

  —      13    184    159    16    340    356    92    —      1998    40  

Atlanta Marriott Perimeter Center

  —      —      7    33    15    25    40    19    —      1976    40  

 

$

 

 

$

15

 

 

$

7

 

 

$

35

 

 

$

 

 

$

15

 

 

$

42

 

 

$

57

 

 

$

25

 

 

 

 

 

 

1976

 

 

 

40

 

Atlanta Marriott Suites Midtown

  —      —      26    8    —      34    34    13    —      1996    40  

 

 

 

 

 

 

 

 

26

 

 

 

9

 

 

 

 

 

 

 

 

 

35

 

 

 

35

 

 

 

17

 

 

 

 

 

 

1996

 

 

 

40

 

Boston Marriott Copley Place

  —      —      203    49    —      252    252    64    —      2002    40  

��

 

 

 

 

 

 

 

203

 

 

 

64

 

 

 

 

 

 

 

 

 

267

 

 

 

267

 

 

 

96

 

 

 

 

 

 

2002

 

 

 

40

 

Calgary Marriott

  35    5    18    14    5    32    37    16    —      1996    40  

 

 

 

 

 

5

 

 

 

18

 

 

 

17

 

 

 

 

 

 

5

 

 

 

35

 

 

 

40

 

 

 

20

 

 

 

 

 

 

 

1996

 

 

 

40

 

Chicago Downtown Courtyard River North

  —      7    27    11    7    38    45    17    —      1992    40  

Chicago Marriott O’Hare

  —      4    26    38    4    64    68    48    —      1998    40  

Chicago Marriott O'Hare

 

 

 

 

 

4

 

 

 

26

 

 

 

54

 

 

 

 

 

 

4

 

 

 

80

 

 

 

84

 

 

 

50

 

 

 

 

 

 

1998

 

 

 

40

 

Chicago Marriott Suites Downers Grove

  —      2    14    5    2    19    21    8    —      1989    40  

 

 

 

 

 

2

 

 

 

14

 

 

 

7

 

 

 

 

 

 

2

 

 

 

21

 

 

 

23

 

 

 

11

 

 

 

 

 

 

1989

 

 

 

40

 

Chicago Marriott Suites O’Hare

  —      5    36    6    5    42    47    14    —      1997    40  

Coronado Island Marriott Resort

  —      —      53    24    —      77    77    28    —      1997    40  

Chicago Marriott Suites O'Hare

 

 

 

 

 

5

 

 

 

36

 

 

 

9

 

 

 

 

 

 

5

 

 

 

45

 

 

 

50

 

 

 

19

 

 

 

 

 

 

1997

 

 

 

40

 

Coronado Island Marriott Resort & Spa

 

 

 

 

 

 

 

 

53

 

 

 

26

 

 

 

 

 

 

 

 

 

79

 

 

 

79

 

 

 

40

 

 

 

 

 

 

1997

 

 

 

40

 

Costa Mesa Marriott

  —      3    18    6    3    24    27    10    —      1996    40  

 

 

 

 

 

3

 

 

 

18

 

 

 

7

 

 

 

 

 

 

3

 

 

 

25

 

 

 

28

 

 

 

13

 

 

 

 

 

 

1996

 

 

 

40

 

Courtyard Chicago Downtown/ River North

 

 

 

 

 

7

 

 

 

27

 

 

 

14

 

 

 

 

 

 

7

 

 

 

41

 

 

 

48

 

 

 

22

 

 

 

 

 

 

1992

 

 

 

40

 

Courtyard Nashua

  —      3    14    6    3    20    23    12    —      1989    40  

 

 

 

 

 

3

 

 

 

14

 

 

 

5

 

 

 

 

 

 

2

 

 

 

20

 

 

 

22

 

 

 

14

 

 

 

 

 

 

1989

 

 

 

40

 

Dallas/Addison Marriott Quorum by the Galleria

  —      14    27    18    14    45    59    21    —      1994    40  

Dayton Marriott

  —      2    30    8    2    38    40    12    —      1998    40  

 

 

 

 

 

2

 

 

 

30

 

 

 

8

 

 

 

 

 

 

2

 

 

 

38

 

 

 

40

 

 

 

16

 

 

 

 

 

 

1998

 

 

 

40

 

Delta Meadowvale Resort & Conference Center

  33    4    20    18    4    38    42    19    —      1996    40  

Delta Meadowvale Hotel & Conference Center

 

 

 

 

 

4

 

 

 

20

 

 

 

27

 

 

 

 

 

 

4

 

 

 

47

 

 

 

51

 

 

 

26

 

 

 

 

 

 

1996

 

 

 

40

 

Denver Marriott Tech Center Hotel

  —      6    26    26    6    52    58    22    —      1994    40  

 

 

 

 

 

6

 

 

 

26

 

 

 

29

 

 

 

 

 

 

6

 

 

 

55

 

 

 

61

 

 

 

29

 

 

 

 

 

 

1994

 

 

 

40

 

Denver Marriott West

  —      —      12    10    —      22    22    13    —      1983    40  

 

 

 

 

 

 

 

 

12

 

 

 

11

 

 

 

 

 

 

 

 

 

23

 

 

 

23

 

 

 

16

 

 

 

 

 

 

1983

 

 

 

40

 

Embassy Suites Chicago -Downtown/Lakefront

  —      —      86    6    —      92    92    16    —      2004    40  

Four Seasons Hotel Atlanta

  —      5    48    18    6    65    71    22    —      1998    40  

Embassy Suites Chicago –Downtown/Lakefront

 

 

 

 

 

 

 

 

86

 

 

 

8

 

 

 

 

 

 

 

 

 

94

 

 

 

94

 

 

 

24

 

 

 

 

 

 

2004

 

 

 

40

 

Four Seasons Hotel Philadelphia

  —      26    60    20    27    79    106    28    —      1998    40  

 

 

 

 

 

26

 

 

 

60

 

 

 

21

 

 

 

 

 

 

27

 

 

 

80

 

 

 

107

 

 

 

37

 

 

 

 

 

 

1998

 

 

 

40

 

Gaithersburg Marriott Washingtonian Center

  —      7    22    8    7    30    37    12    —      1993    40  

 

 

 

 

 

7

 

 

 

22

 

 

 

12

 

 

 

 

 

 

7

 

 

 

34

 

 

 

41

 

 

 

17

 

 

 

 

 

 

1993

 

 

 

40

 

Grand Hyatt Atlanta in Buckhead

  —      8    88    21    8    109    117    35    —      1998    40  

 

 

 

 

 

8

 

 

 

88

 

 

 

23

 

 

 

 

 

 

8

 

 

 

111

 

 

 

119

 

 

 

46

 

 

 

 

 

 

1998

 

 

 

40

 

Grand Hyatt Washington

 

 

 

 

 

154

 

 

 

247

 

 

 

12

 

 

 

 

 

 

154

 

 

 

259

 

 

 

413

 

 

 

14

 

 

 

 

 

 

2012

 

 

 

33

 

Greensboro-Highpoint Marriott Airport

  —      —      19    8    —      27    27    13    —      1983    40  

 

 

 

 

 

 

 

 

19

 

 

 

13

 

 

 

 

 

 

 

 

 

32

 

 

 

32

 

 

 

18

 

 

 

 

 

 

1983

 

 

 

40

 

Harbor Beach Marriott Resort & Spa

  134    —      62    99    —      161    161    63    —      1997    40  

 

 

150

 

 

 

 

 

 

62

 

 

 

101

 

 

 

 

 

 

 

 

 

163

 

 

 

163

 

 

 

86

 

 

 

 

 

 

1997

 

 

 

40

 

Hartford Marriott Rocky Hill

  —      —      17    5    —      22    22    11    —      1991    40  

Hilton Singer Island Oceanfront Resort

  —      3    10    11    2    22    24    12    —      1986    40  

Houston Airport Marriott

  —      —      10    37    —      47    47    37    —      1984    40  

Houston Marriott at the Texas Medical Center

  —      —      19    17    —      36    36    17    —      1998    40  

Hyatt Regency Cambridge

  —      18    84    4    19    87    106    34    —      1998    40  

S-1


SCHEDULE III

Page 2 of 6

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

December 31, 20102013

(in millions)

 

Description

 Debt  Initial Costs  Subsequent
Costs
Capitalized
  Gross Amount at December 31, 2010  Date of
Completion of
Construction
  Date
Acquired
  Depreciation
Life
 
  Land  Buildings &
Improvements
   Land  Buildings &
Improvements
  Total  Accumulated
Depreciation
    

Hyatt Regency Maui Resort & Spa on Kaanapali Beach

  —      92    212    26    92    238    330    47    —      2003    40  

Hyatt Regency Reston

  —      11    78    17    12    94    106    31    —      1998    40  

Hyatt Regency San Francisco, Burlingame

  —      16    119    49    20    164    184    53    —      1998    40  

Hyatt Regency Washington on Capitol Hill

  —      40    230    17    40    247    287    35    —      2006    40  

JW Marriott Desert Springs Resort & Spa

  —      13    143    110    14    252    266    89    —      1997    40  

JW Marriott Hotel Buckhead Atlanta

  —      16    21    17    16    38    54    22    —      1990    40  

JW Marriott Hotel Houston

  —      4    26    22    6    46    52    24    —      1994    40  

JW Marriott Mexico City

  —      11    35    7    10    43    53    28    —      1996    40  

JW Marriott Rio de Janeiro

  —      13    29    1    13    30    43    0    —      2010    40  

JW Marriott Washington, DC

  117    26    98    41    26    139    165    46    —      2003    40  

Kansas City Airport Marriott

  —      —      8    22    —      30    30    25    —      1993    40  

Key Bridge Marriott

  —      —      38    31    —      69    69    53    —      1997    40  

Le Méridien Piccadilly

  50    —      148    4    —      152    152    2    —      2010    40  

Manhattan Beach Marriott

  —      7    29    14    —      50    50    22    —      1997    40  

Marina del Rey Marriott

  —      —      13    23    —      36    36    15    —      1995    40  

Marriott at Metro Centre

  —      20    24    18    20    42    62    19    —      1994    40  

Memphis Marriott Downtown

  —      —      16    34    —      50    50    21    —      1998    40  

Miami Marriott Biscayne Bay

  —      —      27    27    —      54    54    21    —      1998    40  

Minneapolis Marriott City Center

  —      —      27    39    —      66    66    39    —      1986    40  

New Orleans Marriott

  —      16    96    106    16    202��   218    85    —      1996    40  

New York Marriott Downtown

  —      19    79    39    19    118    137    47    —      1997    40  

New York Marriott Marquis Times Square

  —      —      552    132    —      684    684    410    —      1986    40  

Newark Liberty International Airport Marriott

  —      —      30    4    —      34    34    20    —      1984    40  

Newport Beach Marriott Bayview

  —      6    14    8    6    22    28    9    —      1975    40  

Newport Beach Marriott Hotel & Spa

  104    11    13    112    11    125    136    60    —      1975    40  

Orlando World Center Marriott Resort & Convention Center

  246    18    157    319    29    465    494    147    —      1997    40  

Park Ridge Marriott

  —      —      20    10    —      30    30    11    —      1987    40  

Philadelphia Airport Marriott

  —      —      42    8    —      50    50    19    —      1995    40  

Philadelphia Marriott Downtown

  —      3    144    66    11    202    213    78    —      1995    40  

Portland Marriott Downtown Waterfront

  —      6    40    20    6    60    66    26    —      1994    40  

San Antonio Marriott Rivercenter

  —      —      86    72    —      158    158    56    —      1996    40  

San Antonio Marriott Riverwalk

  —      —      45    17    —      62    62    25    —      1995    40  

San Cristobal Tower, Santiago

  —      7    15    3    8    17    25    2    —      2006    40  

 

 

Initial Cost

 

 

Subsequent

 

 

Foreign

 

 

Gross Amount at December 31, 2013

 

 

Date of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings &

 

 

Costs

 

 

Currency

 

 

 

 

 

 

Buildings &

 

 

 

 

 

 

Accumulated

 

 

Completion of

 

 

Date

 

 

Depreciation

 

Description

 

Debt

 

 

Land

 

 

Improvements

 

 

Capitalized

 

 

Adjustment

 

 

Land

 

 

Improvements

 

 

Total

 

 

Depreciation

 

 

Construction

 

 

Acquired

 

 

Life

 

Hilton Melbourne South Wharf

 

71

 

 

 

 

 

 

136

 

 

 

4

 

 

 

(30

)

 

 

 

 

 

110

 

 

 

110

 

 

 

11

 

 

 

 

 

 

2011

 

 

 

31

 

Hilton Singer Island Oceanfront Resort

 

 

 

 

 

2

 

 

 

10

 

 

 

20

 

 

 

 

 

 

2

 

 

 

30

 

 

 

32

 

 

 

16

 

 

 

 

 

 

1986

 

 

 

40

 

Houston Airport Marriott at George Bush Intercontinental

 

 

 

 

 

 

 

 

10

 

 

 

39

 

 

 

 

 

 

 

 

 

49

 

 

 

49

 

 

 

42

 

 

 

 

 

 

1984

 

 

 

40

 

Houston Marriott at the Texas Medical Center

 

 

 

 

 

 

 

 

19

 

 

 

19

 

 

 

 

 

 

 

 

 

38

 

 

 

38

 

 

 

23

 

 

 

 

 

 

1998

 

 

 

40

 

Hyatt Place Waikiki Beach

 

 

 

 

 

12

 

 

 

120

 

 

 

 

 

 

 

 

 

12

 

 

 

120

 

 

 

132

 

 

 

2

 

 

 

 

 

 

2013

 

 

 

34

 

Hyatt Regency Cambridge, Overlooking Boston

 

 

 

 

 

18

 

 

 

84

 

 

 

6

 

 

 

 

 

 

19

 

 

 

89

 

 

 

108

 

 

 

44

 

 

 

 

 

 

1998

 

 

 

40

 

Hyatt Regency Maui Resort & Spa

 

 

 

 

 

92

 

 

 

212

 

 

 

28

 

 

 

 

 

 

81

 

 

 

251

 

 

 

332

 

 

 

74

 

 

 

 

 

 

2003

 

 

 

40

 

Hyatt Regency Reston

 

 

100

 

 

 

11

 

 

 

78

 

 

 

21

 

 

 

 

 

 

12

 

 

 

98

 

 

 

110

 

 

 

41

 

 

 

 

 

 

1998

 

 

 

40

 

Hyatt Regency San Francisco Airport

 

 

 

 

 

16

 

 

 

119

 

 

 

53

 

 

 

 

 

 

20

 

 

 

168

 

 

 

188

 

 

 

69

 

 

 

 

 

 

1998

 

 

 

40

 

Hyatt Regency Washington on Capitol Hill

 

 

 

 

 

40

 

 

 

230

 

 

 

38

 

 

 

 

 

 

40

 

 

 

268

 

 

 

308

 

 

 

62

 

 

 

 

 

 

2006

 

 

 

40

 

JW Marriott Atlanta Buckhead

 

 

 

 

 

16

 

 

 

21

 

 

 

25

 

 

 

 

 

 

16

 

 

 

46

 

 

 

62

 

 

 

28

 

 

 

 

 

 

1990

 

 

 

40

 

JW Marriott Desert Springs Resort & Spa

 

 

 

 

 

13

 

 

 

143

 

 

 

132

 

 

 

 

 

 

13

 

 

 

275

 

 

 

288

 

 

 

122

 

 

 

 

 

 

1997

 

 

 

40

 

JW Marriott Hotel Rio de Janeiro

 

 

 

 

 

13

 

 

 

29

 

 

 

2

 

 

 

(12

)

 

 

9

 

 

 

23

 

 

 

32

 

 

 

2

 

 

 

 

 

 

2010

 

 

 

40

 

JW Marriott Houston

 

 

 

 

 

4

 

 

 

26

 

 

 

22

 

 

 

 

 

 

6

 

 

 

46

 

 

 

52

 

 

 

29

 

 

 

 

 

 

1994

 

 

 

40

 

JW Marriott Mexico City

 

 

 

 

 

11

 

 

 

35

 

 

 

15

 

 

 

 

 

 

10

 

 

 

51

 

 

 

61

 

 

 

37

 

 

 

 

 

 

1996

 

 

 

40

 

JW Marriott Washington, D.C.

 

 

 

 

 

26

 

 

 

98

 

 

 

44

 

 

 

 

 

 

26

 

 

 

142

 

 

 

168

 

 

 

64

 

 

 

 

 

 

2003

 

 

 

40

 

Kansas City Airport Marriott

 

 

 

 

 

 

 

 

8

 

 

 

25

 

 

 

 

 

 

 

 

 

33

 

 

 

33

 

 

 

29

 

 

 

 

 

 

1993

 

 

 

40

 

Key Bridge Marriott

 

 

 

 

 

 

 

 

38

 

 

 

31

 

 

 

 

 

 

 

 

 

69

 

 

 

69

 

 

 

62

 

 

 

 

 

 

1997

 

 

 

40

 

Manchester Grand Hyatt, San Diego

 

 

 

 

 

 

 

 

548

 

 

 

27

 

 

 

 

 

 

 

 

 

575

 

 

 

575

 

 

 

54

 

 

 

 

 

 

2011

 

 

 

35

 

Manhattan Beach Marriott

 

 

 

 

 

 

 

 

29

 

 

 

26

 

 

 

 

 

 

 

 

 

55

 

 

 

55

 

 

 

28

 

 

 

 

 

 

1997

 

 

 

40

 

Marina del Rey Marriott

 

 

 

 

 

 

 

 

13

 

 

 

24

 

 

 

 

 

 

 

 

 

37

 

 

 

37

 

 

 

20

 

 

 

 

 

 

1995

 

 

 

40

 

Marriott at Metro Center

 

 

 

 

 

20

 

 

 

24

 

 

 

25

 

 

 

 

 

 

20

 

 

 

49

 

 

 

69

 

 

 

27

 

 

 

 

 

 

1994

 

 

 

40

 

Memphis Marriott Downtown

 

 

 

 

 

 

 

 

16

 

 

 

37

 

 

 

 

 

 

 

 

 

53

 

 

 

53

 

 

 

26

 

 

 

 

 

 

1998

 

 

 

40

 

S-2


SCHEDULE III

Page 3 of 6

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

December 31, 20102013

(in millions)

 

Description

 Debt  Initial Costs  Subsequent
Costs
Capitalized
  Gross Amount at December 31, 2010  Date of
Completion of
Construction
  Date
Acquired
  Depreciation
Life
 
  Land  Buildings &
Improvements
   Land  Buildings &
Improvements
  Total  Accumulated
Depreciation
    

San Diego Marriott Hotel & Marina

  —      —      202    227    —      429    429    136    —      1996    40  

San Diego Marriott Mission Valley

  —      4    23    10    4    33    37    14    —      1998    40  

San Francisco Airport Marriott

  —      11    48    37    12    84    96    37    —      1994    40  

San Francisco Marriott Fisherman’s Wharf

  —      6    20    17    6    37    43    18    —      1994    40  

San Francisco Marriott Marquis

  —      —      278    90    —      368    368    173    —      1989    40  

San Ramon Marriott

  —      —      22    17    —      39    39    15    —      1996    40  

Santa Clara Marriott

  —      —      39    53    —      92    92    63    —      1989    40  

Scottsdale Marriott at McDowell Mountains

  —      8    48    3    8    51    59    8    —      2004    40  

Scottsdale Marriott Suites Old Town

  —      3    20    7    3    27    30    10    —      1988    40  

Seattle Airport Marriott

  —      3    42    15    3    57    60    29    —      1998    40  

Sheraton Boston Hotel

  —      42    262    32    42    294    336    37    —      2006    40  

Sheraton Indianapolis Hotel & Suites

  —      3    51    1    3    52    55    6    —      2006    40  

Sheraton Needham Hotel

  —      5    27    3    5    30    35    4    —      1986    40  

Sheraton New York Hotel & Towers

  —      346    409    36    346    445    791    60    —      2006    40  

Sheraton Parsippany Hotel

  —      8    30    6    8    36    44    5    —      2006    40  

Sheraton San Diego Hotel & Marina

  —      —      328    23    —      351    351    43    —      2006    40  

Sheraton Santiago Hotel & Convention Center

  —      19    11    (1  21    8    29    2    —      2006    40  

South Bend Marriott

  —      —      8    10    —      18    18    9    —      1981    40  

St. Regis Hotel, Houston

  —      6    33    11    6    44    50    7    —      2006    40  

Swissôtel Chicago

  —      29    132    73    30    204    234    52    —      1998    40  

Tampa Airport Marriott

  —      —      9    17    —      26    26    20    —      2000    40  

Tampa Marriott Waterside Hotel & Marina

  —      —      —      106    11    95    106    27    2000    —      40  

The Fairmont Kea Lani Maui

  —      55    294    16    55    310    365    53    —      2003    40  

The Ritz-Carlton, Amelia Island

  —      25    115    53    25    168    193    53    —      1998    40  

The Ritz-Carlton, Buckhead

  —      14    81    58    15    138    153    53    —      1996    40  

The Ritz-Carlton, Marina del Rey

  —      —      52    23    —      75    75    32    —      1997    40  

The Ritz-Carlton, Naples

  208    19    126    94    21    218    239    97    —      1996    40  

The Ritz-Carlton, Naples Golf Resort

  —      6    —      66    6    66    72    15    2002    —      40  

The Ritz-Carlton, Phoenix

  —      10    63    7    10    70    80    24    —      1998    40  

The Ritz-Carlton, San Francisco

  —      31    123    20    31    143    174    49    —      1998    40  

The Ritz-Carlton, Tysons Corner

  —      —      89    14    —      103    103    37    —      1998    40  

The Westin Buckhead Atlanta

  —      5    84    21    6    104    110    34    —      1998    40  

The Westin Chicago River North

  —      33    116    0    33    116    149    1    —      2010    40  

The Westin Cincinnati

  —      —      54    9    —      63    63    9    —      2006    40  

The Westin Georgetown, Washington, D.C.

  —      16    80    10    16    90    106    13    —      2006    40  

 

 

Initial Cost

 

 

Subsequent

 

 

Foreign

 

 

Gross Amount at December 31, 2013

 

 

Date of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings &

 

 

Costs

 

 

Currency

 

 

 

 

 

 

Buildings &

 

 

 

 

 

 

Accumulated

 

 

Completion of

 

 

Date

 

 

Depreciation

 

Description

 

Debt

 

 

Land

 

 

Improvements

 

 

Capitalized

 

 

Adjustment

 

 

Land

 

 

Improvements

 

 

Total

 

 

Depreciation

 

 

Construction

 

 

Acquired

 

 

Life

 

Miami Marriott Biscayne Bay

 

 

 

 

 

 

 

 

27

 

 

 

30

 

 

 

 

 

 

 

 

 

57

 

 

 

57

 

 

 

35

 

 

 

 

 

 

1998

 

 

 

40

 

Minneapolis Marriott City Center

 

 

 

 

 

 

 

 

27

 

 

 

42

 

 

 

 

 

 

 

 

 

69

 

 

 

69

 

 

 

48

 

 

 

 

 

 

1986

 

 

 

40

 

New Orleans Marriott

 

 

 

 

 

16

 

 

 

96

 

 

 

112

 

 

 

 

 

 

16

 

 

 

208

 

 

 

224

 

 

 

117

 

 

 

 

 

 

1996

 

 

 

40

 

New York Marriott Downtown

 

 

 

 

 

19

 

 

 

79

 

 

 

39

 

 

 

 

 

 

19

 

 

 

118

 

 

 

137

 

 

 

60

 

 

 

 

 

 

1997

 

 

 

40

 

New York Marriott Marquis

 

 

 

 

 

49

 

 

 

552

 

 

 

178

 

 

 

 

 

 

49

 

 

 

730

 

 

 

779

 

 

 

492

 

 

 

 

 

 

1986

 

 

 

40

 

Newark Liberty International Airport Marriott

 

 

 

 

 

 

 

 

30

 

 

 

26

 

 

 

 

 

 

 

 

 

56

 

 

 

56

 

 

 

29

 

 

 

 

 

 

1984

 

 

 

40

 

Newport Beach Marriott Bayview

 

 

 

 

 

6

 

 

 

14

 

 

 

9

 

 

 

 

 

 

6

 

 

 

23

 

 

 

29

 

 

 

13

 

 

 

 

 

 

1975

 

 

 

40

 

Newport Beach Marriott Hotel & Spa

 

 

100

 

 

 

11

 

 

 

13

 

 

 

110

 

 

 

 

 

 

8

 

 

 

126

 

 

 

134

 

 

 

73

 

 

 

 

 

 

1975

 

 

 

40

 

New Zealand Hotel Portfolio

 

 

87

 

 

 

34

 

 

 

105

 

 

 

(3

)

 

 

11

 

 

 

34

 

 

 

113

 

 

 

147

 

 

 

10

 

 

 

 

 

 

2011

 

 

 

35

 

Orlando World Center Marriott

 

 

 

 

 

18

 

 

 

157

 

 

 

356

 

 

 

 

 

 

29

 

 

 

502

 

 

 

531

 

 

 

204

 

 

 

 

 

 

1997

 

 

 

40

 

Park Ridge Marriott

 

 

 

 

 

 

 

 

20

 

 

 

12

 

 

 

 

 

 

 

 

 

32

 

 

 

32

 

 

 

15

 

 

 

 

 

 

1987

 

 

 

40

 

Philadelphia Airport Marriott

 

 

 

 

 

 

 

 

42

 

 

 

17

 

 

 

 

 

 

 

 

 

59

 

 

 

59

 

 

 

25

 

 

 

 

 

 

1995

 

 

 

40

 

Philadelphia Marriott Downtown

 

 

 

 

 

3

 

 

 

144

 

 

 

110

 

 

 

 

 

 

11

 

 

 

246

 

 

 

257

 

 

 

109

 

 

 

 

 

 

1995

 

 

 

40

 

Residence Inn Arlington Pentagon City

 

 

 

 

 

6

 

 

 

29

 

 

 

11

 

 

 

 

 

 

6

 

 

 

40

 

 

 

46

 

 

 

18

 

 

 

 

 

 

1996

 

 

 

40

 

San Antonio Marriott Rivercenter

 

 

 

 

 

 

 

 

86

 

 

 

83

 

 

 

 

 

 

 

 

 

169

 

 

 

169

 

 

 

77

 

 

 

 

 

 

1996

 

 

 

40

 

San Antonio Marriott Riverwalk

 

 

 

 

 

 

 

 

45

 

 

 

17

 

 

 

 

 

 

 

 

 

62

 

 

 

62

 

 

 

33

 

 

 

 

 

 

1995

 

 

 

40

 

San Cristobal Tower, Santiago

 

 

 

 

 

7

 

 

 

15

 

 

 

1

 

 

 

 

 

 

7

 

 

 

16

 

 

 

23

 

 

 

4

 

 

 

 

 

 

2006

 

 

 

40

 

San Diego Marriott Marquis & Marina

 

 

 

 

 

 

 

 

202

 

 

 

278

 

 

 

 

 

 

 

 

 

480

 

 

 

480

 

 

 

198

 

 

 

 

 

 

1996

 

 

 

40

 

San Diego Marriott Mission Valley

 

 

 

 

 

4

 

 

 

23

 

 

 

15

 

 

 

 

 

 

4

 

 

 

38

 

 

 

42

 

 

 

19

 

 

 

 

 

 

1998

 

 

 

40

 

San Francisco Marriott Fisherman’s Wharf

 

 

 

 

 

6

 

 

 

20

 

 

 

20

 

 

 

 

 

 

6

 

 

 

40

 

 

 

46

 

 

 

23

 

 

 

 

 

 

1994

 

 

 

40

 

San Francisco Marriott Marquis

 

 

 

 

 

 

 

 

278

 

 

 

110

 

 

 

 

 

 

 

 

 

388

 

 

 

388

 

 

 

219

 

 

 

 

 

 

1989

 

 

 

40

 

S-3


SCHEDULE III

Page 4 of 6

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

December 31, 20102013

(in millions)

 

Description

 Debt  Initial Costs  Subsequent
Costs
Capitalized
  Gross Amount at December 31, 2010  Date of
Completion of
Construction
  Date
Acquired
  Depreciation
Life
 
  Land  Buildings &
Improvements
   Land  Buildings &
Improvements
  Total  Accumulated
Depreciation
    

The Westin Indianapolis

  —      11    100    7    12    106    118    14    —      2006    40  

The Westin Kierland Resort & Spa

  —      100    280    6    100    286    386    32    —      2006    40  

The Westin Los Angeles Airport

  —      —      102    14    —      116    116    15    —      2006    40  

The Westin Mission Hills Resort & Spa

  —      38    49    12    38    61    99    9    —      2006    40  

The Westin Seattle

  —      39    175    2    39    177    216    21    —      2006    40  

The Westin South Coast Plaza

  —      —      47    8    —      55    55    15    —      2006    40  

The Westin Tabor Center

  37    —      89    7    —      96    96    12    —      2006    40  

The Westin Waltham-Boston

  —      9    59    7    9    66    75    9    —      2006    40  

Toronto Marriott Airport

  24    5    24    15    5    39    44    17    —      1996    40  

Toronto Marriott Downtown Eaton Centre

  37    —      27    16    —      43    43    18    —      1995    40  

W New York

  —      138    102    34    138    136    274    21    —      2006    40  

W New York – Union Square

  —      48    145    —      48    145    193    1    —      2010    40  

W Seattle

  —      11    125    1    11    126    137    15    —      2006    40  

Washington Dulles Airport Marriott

  —      —      3    34    —      37    37    29    —      1970    40  

Westfields Marriott Washington Dulles

  —      7    32    15    7    47    54    20    —      1994    40  
                                   

Total hotels:

  1,025    1,609    8,627    3,496    1,669    12,063    13,732    3,822     

Other properties, each less than 5% of total

  —      —      3    14    —      17    17    12     various    40  
                                   

TOTAL

 $1,025   $1,609   $8,630   $3,510   $1,669   $12,080   $13,749   $3,834     
                                   

 

 

Initial Cost

 

 

Subsequent

 

 

Foreign

 

 

Gross Amount at December 31, 2013

 

 

Date of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings &

 

 

Costs

 

 

Currency

 

 

 

 

 

 

Buildings &

 

 

 

 

 

 

Accumulated

 

 

Completion of

 

 

Date

 

 

Depreciation

 

Description

 

Debt

 

 

Land

 

 

Improvements

 

 

Capitalized

 

 

Adjustment

 

 

Land

 

 

Improvements

 

 

Total

 

 

Depreciation

 

 

Construction

 

 

Acquired

 

 

Life

 

San Ramon Marriott

 

 

 

 

 

 

 

 

22

 

 

 

21

 

 

 

 

 

 

 

 

 

43

 

 

 

43

 

 

 

20

 

 

 

 

 

 

1996

 

 

 

40

 

Santa Clara Marriott

 

 

 

 

 

 

 

 

39

 

 

 

55

 

 

 

 

 

 

 

 

 

94

 

 

 

94

 

 

 

75

 

 

 

 

 

 

1989

 

 

 

40

 

Scottsdale Marriott at McDowell Mountains

 

 

 

 

 

8

 

 

 

48

 

 

 

7

 

 

 

 

 

 

8

 

 

 

55

 

 

 

63

 

 

 

13

 

 

 

 

 

 

2004

 

 

 

40

 

Scottsdale Marriott Suites Old Town

 

 

 

 

 

3

 

 

 

20

 

 

 

10

 

 

 

 

 

 

3

 

 

 

30

 

 

 

33

 

 

 

14

 

 

 

 

 

 

1988

 

 

 

40

 

Seattle Airport Marriott

 

 

 

 

 

3

 

 

 

42

 

 

 

20

 

 

 

 

 

 

3

 

 

 

62

 

 

 

65

 

 

 

39

 

 

 

 

 

 

1998

 

 

 

40

 

Sheraton Boston Hotel

 

 

 

 

 

42

 

 

 

262

 

 

 

50

 

 

 

 

 

 

42

 

 

 

312

 

 

 

354

 

 

 

71

 

 

 

 

 

 

2006

 

 

 

40

 

Sheraton Indianapolis Hotel at Keystone Crossing

 

 

 

 

 

3

 

 

 

51

 

 

 

27

 

 

 

 

 

 

3

 

 

 

78

 

 

 

81

 

 

 

16

 

 

 

 

 

 

2006

 

 

 

40

 

Sheraton Needham Hotel

 

 

 

 

 

5

 

 

 

27

 

 

 

12

 

 

 

 

 

 

5

 

 

 

39

 

 

 

44

 

 

 

9

 

 

 

 

 

 

1986

 

 

 

40

 

Sheraton New York Times Square Hotel

 

 

 

 

 

346

 

 

 

409

 

 

 

183

 

 

 

 

 

 

346

 

 

 

592

 

 

 

938

 

 

 

131

 

 

 

 

 

 

2006

 

 

 

40

 

Sheraton Parsippany Hotel

 

 

 

 

 

8

 

 

 

30

 

 

 

17

 

 

 

 

 

 

8

 

 

 

47

 

 

 

55

 

 

 

12

 

 

 

 

 

 

2006

 

 

 

40

 

Sheraton San Diego Hotel & Marina

 

 

 

 

 

 

 

 

328

 

 

 

31

 

 

 

 

 

 

 

 

 

359

 

 

 

359

 

 

 

76

 

 

 

 

 

 

2006

 

 

 

40

 

Sheraton Santiago Hotel & Convention Center

 

 

 

 

 

19

 

 

 

11

 

 

 

8

 

 

 

(1

)

 

 

19

 

 

 

18

 

 

 

37

 

 

 

7

 

 

 

 

 

 

2006

 

 

 

40

 

Swissôtel Chicago

 

 

 

 

 

29

 

 

 

132

 

 

 

82

 

 

 

 

 

 

30

 

 

 

213

 

 

 

243

 

 

 

73

 

 

 

 

 

 

1998

 

 

 

40

 

Tampa Airport Marriott

 

 

 

 

 

 

 

 

9

 

 

 

22

 

 

 

 

 

 

 

 

 

31

 

 

 

31

 

 

 

24

 

 

 

 

 

 

2000

 

 

 

40

 

Tampa Marriott Waterside Hotel & Marina

 

 

 

 

 

11

 

 

 

84

 

 

 

14

 

 

 

 

 

 

11

 

 

 

98

 

 

 

109

 

 

 

37

 

 

 

2000

 

 

 

 

 

 

40

 

The Fairmont Kea Lani, Maui

 

 

 

 

 

55

 

 

 

294

 

 

 

34

 

 

 

 

 

 

55

 

 

 

328

 

 

 

383

 

 

 

84

 

 

 

 

 

 

2003

 

 

 

40

 

The Ritz-Carlton, Amelia Island

 

 

 

 

 

25

 

 

 

115

 

 

 

69

 

 

 

 

 

 

25

 

 

 

184

 

 

 

209

 

 

 

76

 

 

 

 

 

 

1998

 

 

 

40

 

The Ritz-Carlton, Buckhead

 

 

 

 

 

14

 

 

 

81

 

 

 

63

 

 

 

 

 

 

15

 

 

 

143

 

 

 

158

 

 

 

72

 

 

 

 

 

 

1996

 

 

 

40

 

The Ritz-Carlton, Marina del Rey

 

 

 

 

 

 

 

 

52

 

 

 

26

 

 

 

 

 

 

 

 

 

78

 

 

 

78

 

 

 

41

 

 

 

 

 

 

1997

 

 

 

40

 

The Ritz-Carlton, Naples

 

 

201

 

 

 

19

 

 

 

126

 

 

 

129

 

 

 

 

 

 

21

 

 

 

253

 

 

 

274

 

 

 

122

 

 

 

 

 

 

1996

 

 

 

40

 

The Ritz-Carlton, Naples Golf Resort

 

 

 

 

 

22

 

 

 

10

 

 

 

67

 

 

 

 

 

 

22

 

 

 

77

 

 

 

99

 

 

 

22

 

 

 

2002

 

 

 

 

 

 

40

 

The Ritz-Carlton, Phoenix

 

 

 

 

 

10

 

 

 

63

 

 

 

8

 

 

 

 

 

 

10

 

 

 

71

 

 

 

81

 

 

 

31

 

 

 

 

 

 

1998

 

 

 

40

 

The Ritz-Carlton, Tysons Corner

 

 

 

 

 

 

 

 

89

 

 

 

19

 

 

 

 

 

 

 

 

 

108

 

 

 

108

 

 

 

47

 

 

 

 

 

 

1998

 

 

 

40

 

The St. Regis Houston

 

 

 

 

 

6

 

 

 

33

 

 

 

18

 

 

 

 

 

 

6

 

 

 

51

 

 

 

57

 

 

 

15

 

 

 

 

 

 

2006

 

 

 

40

 

S-4


SCHEDULE III

Page 5 of 6

 

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

December 31, 2013

(in millions)

 

 

Initial Cost

 

 

Subsequent

 

 

Foreign

 

 

Gross Amount at December 31, 2013

 

 

Date of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings &

 

 

Costs

 

 

Currency

 

 

 

 

 

 

Buildings &

 

 

 

 

 

 

Accumulated

 

 

Completion of

 

 

Date

 

 

Depreciation

 

Description

 

Debt

 

 

Land

 

 

Improvements

 

 

Capitalized

 

 

Adjustment

 

 

Land

 

 

Improvements

 

 

Total

 

 

Depreciation

 

 

Construction

 

 

Acquired

 

 

Life

 

The Westin Buckhead Atlanta

 

 

 

 

 

5

 

 

 

84

 

 

 

25

 

 

 

 

 

 

6

 

 

 

108

 

 

 

114

 

 

 

44

 

 

 

 

 

 

1998

 

 

 

40

 

The Westin Chicago River North

 

 

 

 

 

33

 

 

 

116

 

 

 

2

 

 

 

 

 

 

33

 

 

 

118

 

 

 

151

 

 

 

10

 

 

 

 

 

 

2010

 

 

 

40

 

The Westin Cincinnati

 

 

 

 

 

 

 

 

54

 

 

 

13

 

 

 

 

 

 

 

 

 

67

 

 

 

67

 

 

 

17

 

 

 

 

 

 

2006

 

 

 

40

 

The Westin Denver Downtown

 

 

 

 

 

 

 

 

89

 

 

 

12

 

 

 

 

 

 

 

 

 

101

 

 

 

101

 

 

 

22

 

 

 

 

 

 

2006

 

 

 

40

 

The Westin Georgetown, Washington, D.C.

 

 

 

 

 

16

 

 

 

80

 

 

 

14

 

 

 

 

 

 

16

 

 

 

94

 

 

 

110

 

 

 

23

 

 

 

 

 

 

2006

 

 

 

40

 

The Westin Indianapolis

 

 

 

 

 

12

 

 

 

100

 

 

 

8

 

 

 

 

 

 

12

 

 

 

108

 

 

 

120

 

 

 

24

 

 

 

 

 

 

2006

 

 

 

40

 

The Westin Kierland Resort & Spa

 

 

 

 

 

100

 

 

 

280

 

 

 

21

 

 

 

 

 

 

100

 

 

 

301

 

 

 

401

 

 

 

57

 

 

 

 

 

 

2006

 

 

 

40

 

The Westin Los Angeles Airport

 

 

 

 

 

 

 

 

102

 

 

 

15

 

 

 

 

 

 

 

 

 

117

 

 

 

117

 

 

 

28

 

 

 

 

 

 

2006

 

 

 

40

 

The Westin Mission Hills Resort & Spa

 

 

 

 

 

40

 

 

 

47

 

 

 

(41

)

 

 

 

 

 

13

 

 

 

33

 

 

 

46

 

 

 

17

 

 

 

 

 

 

2006

 

 

 

40

 

The Westin New York Grand Central

 

 

 

 

 

156

 

 

 

152

 

 

 

75

 

 

 

 

 

 

156

 

 

 

227

 

 

 

383

 

 

 

32

 

 

 

 

 

 

2011

 

 

 

40

 

The Westin Seattle

 

 

 

 

 

39

 

 

 

175

 

 

 

23

 

 

 

 

 

 

39

 

 

 

198

 

 

 

237

 

 

 

39

 

 

 

 

 

 

2006

 

 

 

40

 

The Westin South Coast Plaza, Costa Mesa

 

 

 

 

 

 

 

 

46

 

 

 

10

 

 

 

 

 

 

 

 

 

56

 

 

 

56

 

 

 

25

 

 

 

 

 

 

2006

 

 

 

40

 

The Westin Waltham-Boston

 

 

 

 

 

9

 

 

 

59

 

 

 

11

 

 

 

 

 

 

9

 

 

 

70

 

 

 

79

 

 

 

16

 

 

 

 

 

 

2006

 

 

 

40

 

Toronto Marriott Downtown Eaton Centre Hotel

 

 

 

 

 

 

 

 

27

 

 

 

19

 

 

 

 

 

 

 

 

 

46

 

 

 

46

 

 

 

25

 

 

 

 

 

 

1995

 

 

 

40

 

W New York

 

 

 

 

 

138

 

 

 

102

 

 

 

64

 

 

 

 

 

 

138

 

 

 

166

 

 

 

304

 

 

 

43

 

 

 

 

 

 

2006

 

 

 

40

 

W New York – Union Square

 

 

 

 

 

48

 

 

 

145

 

 

 

7

 

 

 

 

 

 

48

 

 

 

152

 

 

 

200

 

 

 

14

 

 

 

 

 

 

2010

 

 

 

40

 

W Seattle

 

 

 

 

 

11

 

 

 

125

 

 

 

5

 

 

 

 

 

 

11

 

 

 

130

 

 

 

141

 

 

 

25

 

 

 

 

 

 

2006

 

 

 

40

 

Washington Dulles Airport Marriott

 

 

 

 

 

 

 

 

3

 

 

 

37

 

 

 

 

 

 

 

 

 

40

 

 

 

40

 

 

 

33

 

 

 

 

 

 

1970

 

 

 

40

 

Westfields Marriott Washington Dulles

 

 

 

 

 

7

 

 

 

32

 

 

 

16

 

 

 

 

 

 

7

 

 

 

48

 

 

 

55

 

 

 

27

 

 

 

 

 

 

1994

 

 

 

40

 

Total hotels:

 

 

709

 

 

 

1,966

 

 

 

9,359

 

 

 

4,076

 

 

 

(32

)

 

 

1,952

 

 

 

13,417

 

 

 

15,369

 

 

 

5,037

 

 

 

 

 

 

 

 

 

 

 

 

 

Other properties, each less than 5% of total

 

 

 

 

 

21

 

 

 

4

 

 

 

17

 

 

 

(3

)

 

 

21

 

 

 

18

 

 

 

39

 

 

 

11

 

 

 

 

 

 

various

 

 

 

40

 

TOTAL

 

$

709

 

 

$

1,987

 

 

$

9,363

 

 

$

4,093

 

 

$

(35

)

 

$

1,973

 

 

$

13,435

 

 

$

15,408

 

 

$

5,048

 

 

 

 

 

 

 

 

 

 

 

 

 

S-5


SCHEDULE III

Page 6 of 6

HOST HOTELS & RESORTS, INC., AND SUBSIDIARIES

HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 20102013

(in millions)

Notes:

(A)

The change in total cost of properties for the fiscal years ended December 31, 2010, 20092013, 2012 and 20082011 is as follows:

 

Balance at December 31, 2007

  $12,528  

Additions:

  

Acquisitions

   93  

Capital expenditures and transfers from construction-in-progress

   512  

Deductions:

  

Dispositions and other

   (18
     

Balance at December 31, 2008

   13,115  

Additions:

  

Acquisitions

   2  

Capital expenditures and transfers from construction-in-progress

   326  

Deductions:

  

Dispositions and other

   (265

Impairments

   (94

Assets held for sale

   (8
     

Balance at December 31, 2009

   13,076  

Additions:

  

Acquisitions

   532  

Capital expenditures and transfers from construction-in-progress

   161  

Deductions:

  

Dispositions and other

   (20
     

Balance at December 31, 2010

  $13,749  
     

SCHEDULE III

Page 6 of 6

Balance at December 31, 2010

 

$

13,749

 

Additions:

 

 

 

 

Acquisitions

 

 

1,155

 

Capital expenditures and transfers from construction-in-progress

 

 

338

 

Deductions:

 

 

 

 

Dispositions and other

 

 

(214

)

Impairments

 

 

(8

)

Balance at December 31, 2011

 

 

15,020

 

Additions:

 

 

 

 

Acquisitions

 

 

427

 

Capital expenditures and transfers from construction-in-progress

 

 

443

 

Deductions:

 

 

 

 

Dispositions and other

 

 

(172

)

Impairments

 

 

(57

)

Balance at December 31, 2012

 

 

15,661

 

Additions:

 

 

 

 

Acquisitions

 

 

184

 

Capital expenditures and transfers from construction-in-progress

 

 

353

 

Deductions:

 

 

 

 

Dispositions and other

 

 

(789

)

Impairments

 

 

(1

)

Balance at December 31, 2013

 

$

15,408

 

(B)

The change in accumulated depreciation and amortization of real estate assets for the fiscal years ended December 31, 2010, 20092013, 2012 and 20082011 is as follows:

 

Balance at December 31, 2007

   2,651  

Depreciation and amortization

   430  

Dispositions and other

   (6
     

Balance at December 31, 2008

   3,075  

Depreciation and amortization

   451  

Dispositions and other

   (121

Depreciation on assets held for sale

   (1
     

Balance at December 31, 2009

   3,404  

Depreciation and amortization

   450  

Dispositions and other

   (20
     

Balance at December 31, 2010

  $3,834  
     

Balance at December 31, 2010

 

$

3,834

 

Depreciation and amortization

 

 

496

 

Dispositions and other

 

 

(24

)

Balance at December 31, 2011

 

 

4,306

 

Depreciation and amortization

 

 

537

 

Dispositions and other

 

 

(75

)

Balance at December 31, 2012

 

 

4,768

 

Depreciation and amortization

 

 

550

 

Dispositions and other

 

 

(270

)

Balance at December 31, 2013

 

$

5,048

 

(C)

The aggregate cost of real estate for federal income tax purposes is approximately $9,957$10,745 million at December 31, 2010.2013.

(D)

The total cost of properties excludes construction-in-progress properties.

 

S-6


EXHIBIT INDEX

Exhibit
No.

Description

3.

Articles of Incorporation and Bylaws

3.1

Articles of Restatement of Articles of Incorporation of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 3.3 of Host Hotels & Resorts, L.P. Registration Statement on Form S-4 (SEC File No. 333-170934), filed on December 2, 2010).

3.1A

Third Amended and Restated Agreement of Limited Partnership of Host Hotels & Resorts, L.P. (incorporated by reference to Exhibit 3.1 of Host Hotels & Resorts, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 1, 2007).

3.2

Amended and Restated Bylaws of Host Hotels & Resorts, Inc., effective November 6, 2008 (incorporated by reference to Exhibit 3.3 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed on November 12, 2008).

4.

Instruments Defining Rights of Security Holders

4.1

See Exhibit 3.1 and 3.2 for provisions of the Articles and Bylaws of Host Hotels & Resorts, Inc. defining the rights of security holders. See Exhibit 3.1A for provisions of the Agreement of Limited Partnership of Host Hotels & Resorts, L.P. defining the rights of security holders.

4.2

Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.7 to Host Marriott Corporation’s Amendment No. 4 to its Registration Statement on Form S-4 (SEC File No. 333-55807) filed on October 2, 1998).

4.3

Amended and Restated Indenture dated as of August 5, 1998, by and among HMH Properties, Inc., as Issuer, and the Subsidiary Guarantors named therein, and Marine Midland Bank, as Trustee (incorporated by reference to Exhibit 4.1 of Host Marriott Corporation’s Current Report on Form 8-K dated August 6, 1998) (SEC File No. 001-05664).

4.4

Third Supplemental Indenture, dated as of December 14, 1998, by and among HMH Properties Inc., Host Marriott, L.P., the entities identified therein as New Subsidiary Guarantors and Marine Midland Bank, as Trustee, to the Amended and Restated Indenture, dated as of August 5, 1998, among the Company, the Guarantors named therein, Subsidiary Guarantors named therein and the Trustee (incorporated by reference to Exhibit 4.3 of Host Marriott, L.P.’s Current Report on Form 8-K filed with the Commission on December 31, 1998) (SEC File No. 333-55807).

4.5

Thirty-Second Supplemental Indenture, dated December 22, 2009, by and among Host Hotels & Resorts, L.P., Host Hotels & Resorts, Inc., the Subsidiary Guarantors named therein and The Bank of New York Mellon (formerly, The Bank of New York) as successor to HSBC Bank USA (formerly, Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed December 23, 2009).

4.6

Registration Rights Agreement, dated December 22, 2009, among Host Hotels & Resorts, L.P., Host Hotels & Resorts, Inc. and Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and J.P. Morgan Securities Inc., in their capacity as representatives of the several initial purchasers of the debentures, related to the 2.50% Exchangeable Senior Debentures due 2029 (incorporated by reference to Exhibit 10.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed on December 23, 2009).

4.7

Thirty-Sixth Supplemental Indenture, dated October 25, 2010, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and The Bank of New York Mellon, as successor to HSBC Bank USA (formerly, Marine Midland Bank), as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed on October 29, 2010).

4.8

Thirty-Ninth Supplemental Indenture, dated May 11, 2011, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and the Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc.’s Current Report on Form 8-K, filed May 12, 2011).


EXHIBIT INDEX

Exhibit
No.

Description

4.9

Forty-First Supplemental Indenture, dated November 18, 2011, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on November 18, 2011).

4.10

Forty-Second Supplemental Indenture, dated March 22, 2012, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on March 23, 2012).

4.11

Forty-Third Supplemental Indenture, dated August 9, 2012, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on August 9, 2012).

4.12

Forty-Fourth Supplemental Indenture, dated March 28, 2013, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on March 28, 2013).

10.

Material Contracts

10.1*

Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan as amended and restated effective January 1, 2014.

10.2*

Trust Agreement between Wilmington Trust Company and Host Hotels & Resorts, L.P., dated June 1, 2006, relating to the Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan.

10.3

Host Marriott Corporation and Host Marriott, L.P. 1997 Comprehensive Stock and Cash Incentive Plan, as amended and restated December 29, 1998, as amended January 2004 (incorporated by reference to Exhibit 10.7 of Host Marriott Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 2, 2004).

10.4*

Host Hotels & Resorts, Inc.’s Severance Plan for Executives, as amended and restated, effective as of December 16, 2013.

10.5

Indemnification Agreement for officers and directors of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 10.7 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 22, 2012).

10.6

Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan, effective as of March 12, 2009 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on March 31, 2009).

10.7

Form of Restricted Stock Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.33 of Host Hotels & Resorts, Inc.’s Quarterly Report on Form 10-Q, filed July 28, 2009).

10.8

Form of Option Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.34 of Host Hotels & Resorts, Inc.’s Quarterly Report on Form 10-Q, filed July 28, 2009).

10.9

Amended and Restated Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Employee Stock Purchase Plan, effective as of January 1, 2008 (incorporated by reference to Exhibit 10.40 of Host Hotels & Resorts, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007 filed with the Commission on February 25, 2008).

10.10#

Fourth Amended and Restated Agreement of Limited Partnership of HHR EURO CV, dated as of June 27, 2011, by and among HST GP EURO B.V., HST Euro II LP B.V., APG Strategic Real Estate Pool N.V. and Jasmine Hotels Private Limited (incorporated by reference to Exhibit 10.23 to the combined Quarterly Report on Form 10-Q of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P., filed on July 25, 2011).


EXHIBIT INDEX

Exhibit
No.

Description

10.11

First Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of HHR EURO CV, dated as of April 17, 2013, by and among HHR EURO II GP B.V., HST LP EURO B.V., HST Euro II LP B.V., APG Strategic Real Estate Pool N.V. and Jasmine Hotels Private Limited (incorporated by reference to Exhibit 10.19 to the combined Quarterly Report on Form 10-Q of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on May 7, 2013).

10.12

Credit Agreement, dated as of November 22, 2011, among Host Hotels & Resorts, L.P., certain Canadian subsidiaries of Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Wells Fargo Bank, N.A., Deutsche Bank AG New York Branch and The Bank of Nova Scotia as co-documentation agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P., filed on November 29, 2011).

10.13

Amendment Agreement to Credit Agreement, dated as of July 25, 2012, among Host Hotels & Resorts, L.P., certain Canadian subsidiaries of Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Wells Fargo Bank, N.A., Deutsche Bank AG New York Branch and The Bank of Nova Scotia as co-documentation agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. filed on July 25, 2012).

10.14*

Host Hotels & Resorts, Inc.’s Non-Employee Directors’ Deferred Stock Compensation Plan, as amended and restated effective as of December 15, 2009, as further amended February 2, 2012 and February 6, 2014.

10.15

Sales Agency Financing Agreement, dated April 24, 2012, between Host Hotels & Resorts, Inc. and BNY Mellon Capital Markets, LLC, as sales agent (incorporated by reference to Exhibit 1.1 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed on April 25, 2012).

10.16

Sales Agency Financing Agreement, dated April 24, 2012, between Host Hotels & Resorts, Inc. and Scotia Capital (USA) Inc., as sales agent (incorporated by reference to Exhibit 1.2 of Host Hotels & Resorts, Inc.’s Current Report on Form 8-K filed on April 25, 2012).

10.17

Amendment No. 1, dated as of April 25, 2013, to the Sales Agency Financing Agreement dated as of April 24, 2012, between Host Hotels & Resorts, Inc. and BNY Mellon Capital Markets, LLC (incorporated by reference to Exhibit 1.1 of Host Hotels & Resorts, Inc. Report on Form 8-K, filed on April 25, 2013).

10.18

Amendment No. 1, dated as of April 25, 2013,  to the Sales Agency Financing Agreement dated as of April 24, 2012, between Host Hotels & Resorts, Inc. and Scotia Capital (USA) Inc. (incorporated by reference to Exhibit 1.2 of Host Hotels & Resorts, Inc. Report on Form 8-K, filed on April 25, 2013).

10.19

Employment Offer Letter between Host Hotels & Resorts, L.P. and Mr. Struan Robertson dated January 17, 2013 (incorporated by reference to Exhibit 10.18 of the combined Annual Report on Form 10-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. filed on February 25, 2013).

12.

Statements re Computation of Ratios

12.1*

Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends for Host Hotels & Resorts, Inc.

12.2*

Computation of Ratios of Earnings to Fixed Charges and Preferred Unit Distributions for Host Hotels & Resorts, L.P.

21.

Subsidiaries

21.1*

List of Subsidiaries of Host Hotels & Resorts, Inc.

21.2*

List of Subsidiaries of Host Hotels & Resorts, L.P.

23.

Consents

23*

Consent of KPMG LLP

31.

Rule 13a-14(a)/15d-14(a) Certifications


EXHIBIT INDEX

Exhibit
No.

Description

31.1*

Certification of Chief Executive Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3*

Certification of Chief Executive Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4*

Certification of Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.

Section 1350 Certifications

32.1*

Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†

32.2*

Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†

101.INS

XBRL Instance Document.

Submitted electronically with this report.

101.SCH

XBRL Taxonomy Extension Schema Document.

Submitted electronically with this report.

101.CAL

XBRL Taxonomy Calculation Linkbase Document.

Submitted electronically with this report.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

Submitted electronically with this report.

101.LAB

XBRL Taxonomy Label Linkbase Document.

Submitted electronically with this report.

101.PRE

XBRL Taxonomy Presentation Linkbase Document.

Submitted electronically with this report.

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, Inc.; (ii) the Consolidated Balance Sheets at December 31, 2013 and December 31, 2012, respectively, for Host Hotels & Resorts, Inc.; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, Inc.; (iv) the Consolidated Statements of Equity for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, Inc.; (v) the Consolidated Statements of Cash Flows for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, Inc.; (vi) the Consolidated Statements of Operations for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, 2013 and December 31, 2012, respectively, for Host Hotels & Resorts, L.P.; (viii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated Statement of Cash Flows for the Years ended December 31, 2013, 2012 and 2011, respectively, for Host Hotels & Resorts, L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.

*

Filed herewith.

#

Confidential treatment requested.

This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.