HOST MARRIOTT CORPORATION
Consolidated Balance Sheets(a)
(unaudited, in millions, except share amounts)
December 31,
2003
2002
ASSETS
$7,085
$7,031
Property and equipment, net
73
-
Assets held for sale
54
53
Notes and other receivables
62
82
Due from managers
74
133
Investments in affiliates
364
552
Other assets
116
104
Restricted cash
764
361
Cash and cash equivalents
$8,592
$8,316
LIABILITIES AND SHAREHOLDERS'
EQUITY
Debt
$3,180
$3,247
Senior notes
2,205
2,289
Mortgage debt
101
102
Other
5,486
5,638
108
118
Accounts payable and accrued expenses
2
-
Liabilities associated with assets
held for sale
166
252
Other liabilities
5,762
6,008
Total liabilities
Interest of minority partners of Host
Marriott L.P.
130
131
Interest of minority partners of
other consolidated partnerships
89
92
Company-obligated mandatorily
redeemable convertible preferred
securities of a subsidiary whose
sole assets are convertible
subordinated debentures due
2026
("Convertible Preferred Securities")
475
475
Shareholders' equity
Cumulative redeemable
preferred stock
(liquidation preference
$354
million), 50 million
shares
authorized; 14.1
million shares
issued and outstanding
339
339
Common stock, par value
$.01, 750
million shares authorized;
320.3
million shares and
263.7 million
shares issued and
outstanding,
respectively
3
3
Additional paid-in capital
2,617
2,100
Accumulated other comprehensive
income (loss)
28
(2)
Deficit
(851)
(830)
Total shareholders'
equity
2,136
1,610
$8,592
$8,316
(a) Our consolidated balance sheet
as of December 31, 2003 has been prepared without audit. Certain information
and footnote disclosures normally included in financial statements presented
in accordance with GAAP have been omitted. The consolidated balance sheets
should be read in conjunction with the consolidated financial statements
and notes thereto included in the Annual Report on Form 10-K.
HOST MARRIOTT CORPORATION
Consolidated Statements of Operations(a)
(in millions, except per share amounts)
Quarter ended Year ended
December 31, December 31,
2003 2002 2003
2002
Revenues
Rooms
$622 $650 $2,014 $2,073
Food and beverage
369 372 1,095
1,096
Other
72 75
227 246
Total hotel sales
1,063 1,097 3,336
3,415
Rental income(b)
29 31
100 101
Other income
- -
12 -
Total revenues
1,092 1,128 3,448
3,516
Expenses
Rooms
159 160 508
508
Food and beverage
274 273 823
811
Hotel departmental expenses
290 291 934
905
Management fees
42 49
138 156
Other property-level expenses(b)
85 95
301 294
Depreciation and amortization
114 113 367
358
Corporate expenses and other
expenses 21
9 61
47
Total expenses
985 990 3,132
3,079
Operating profit
107 138 316
437
Interest income
4 6
11 20
Interest expense
(167) (146) (491)
(462)
Net gains on property transactions
1 2
5 5
Loss on foreign currency and
derivative contracts
(17) (1) (19)
(2)
Minority interest income (expense)
(16) 1
(5) (7)
Equity in losses of affiliates
(9) (3) (22)
(9)
Dividends on Convertible Preferred
Securities
(10) (10) (32)
(32)
Loss before income taxes
(107) (13) (237)
(50)
Benefit from (provision for) income
taxes
3 3
12 (4)
Loss from continuing operations
(104) (10) (225)
(54)
Income from discontinued operations(c)
230 7
239 38
Income (loss) before cumulative
effect of a change in accounting
principle
126 (3)
14 (16)
Cumulative effect of a change in
accounting principle(d)
24 -
- -
Net income (loss)
150 (3)
14 (16)
Less: dividends on preferred
stock (8)
(8) (35) (35)
Net income (loss) available to common
shareholders
$142 $(11) $(21)
$(51)
Basic and diluted earnings (loss)
per common share
$0.46 $(0.04) $(0.07) $(0.19)
(a) Our consolidated statements of
operations for the year ended December 31, 2003 and the quarter ended December
31, 2003 and 2002 have been prepared without audit. Certain information
and footnote disclosures normally included in financial statements presented
in accordance with GAAP have been omitted. The consolidated statements
of operations should be read in conjunction with the consolidated financial
statements and notes thereto included in our Annual Report on Form 10-K.
(b) Rental income and expense for
the quarter ended and years ended
December 31,
2003 and 2002 are as follows:
Quarter ended Year ended
December December December December
31, 31, 31,
31,
2003 2002 2003
2002
Rental income
$5 $5
$25 $24
Full-service
24 26
75 77
Limited service and office
buildings $29 $31
$100 $101
Rental and other expenses (included
in other property-level expenses)
$2 $2
$7 $7
Full-service
24 23
74 73
Limited service and office
buildings $26 $25
$81 $80
(c) Reflects the results of operations
and gain (loss) on sale, net of the related income tax, for eight properties
disposed of during 2003 and one in 2002, five properties classified as
held for sale as of December 31, 2003 and the business interruption proceeds,
net of expenses, for the New York Marriott World Trade Center hotel for
2003, as well as the gain recorded from the settlement of insurance claims
for the hotel of approximately $212 million. This gain is comprised of
$156 million in post-2003 business interruption proceeds and $56 million
from the disposition of the hotel.
(d) We adopted Statement of Financial
Accounting Standards No. 150, "Accounting for Certain Financial Instruments
with Characteristics of Both Liabilities and Equity," or SFAS 150, as of
the beginning of our quarter ended September 12, 2003 as required by the
pronouncement. On October 8, 2003, the Financial Accounting Standards
Board (FASB) issued guidance with respect to SFAS 150 that issuers whose
financial statements include consolidated ventures with finite lives should
reflect any minority interests in such consolidated ventures as a liability
on the issuer's financial statements presented at its fair value as of
the applicable balance sheet date. Under SFAS 150, any fluctuation in the
fair value of the minority interest from period to period would be recorded
on the issuer's financial statements as interest expense for the change
in the fair value of the liability. As a result of applying SFAS 150 in
accordance with this guidance from the FASB, we recorded a loss from a
cumulative effect of a change in accounting principle of $24 million in
our third quarter Form 10-Q. Additionally, we included minority interests
with a fair value of $112 million in our liabilities as of September 12,
2003.
On November
7, 2003, the FASB issued a FASB Staff Position (FSP) 150-3 indefinitely
deferring the application of a portion of SFAS 150 with respect to minority
interests in consolidated ventures entered into prior to November 5, 2003
effectively reversing its guidance of October 8, 2003. In accordance with
FSP 150-3, we recorded a cumulative effect of a change in accounting principle
reversing the impact of our adoption of SFAS 150 with respect to consolidated
ventures with finite lives in the fourth quarter of 2003.
HOST MARRIOTT CORPORATION
Earnings (Loss) per Common Share (unaudited, in millions, except per share
amount)
Quarter ended
Quarter ended
December 31, 2003
December 31, 2002
Income
Income
(Loss) Shares Per
(Loss) Shares Per
(Numer- (Denomi- Share (Numer-
(Denomi- Share
ator) nator) Amount
ator) nator) Amount
Net income
(loss)(a)
$150 310.7 $0.48
$(3) 263.6 $(0.01) Dividends on preferred stock
(8) -
(0.02) (8)
- (0.03)
Basic and diluted
earnings (loss)
available to common
shareholders per
share(b)
$142 310.7 $0.46
$(11) 263.6 $(0.04)
Year ended
Year ended
December 31, 2003
December 31, 2002
Income
Income
(Loss) Shares Per
(Loss) Shares Per
(Numer- (Denomi- Share (Numer-
(Denomi- Share
ator) nator) Amount
ator) nator) Amount
Net income
(loss)(a)
$14 281.0 $0.05
$(16) 263.0 $(0.06) Dividends on preferred stock
(35) -
(0.12) (35)
- (0.13)
Basic and diluted
earnings (loss)
available to common
shareholders per
share(b)
$(21) 281.0 $(0.07)
$(51) 263.0 $(0.19)
(a) Our results for the fourth quarter
of 2003 and for full-year 2003 were significantly affected by several items.
For a discussion of these items, see footnote (c) to the table reconciling
net income available to common shareholders to FFO per diluted share included
in this release.
(b) Basic earnings (loss) per common
share is computed by dividing net income (loss) available to common shareholders
by the weighted average number of shares of common stock outstanding. Diluted
earnings (loss) per common share is computed by dividing net income (loss)
available to common shareholders as adjusted for potentially dilutive securities,
by the weighted average number of shares of common stock outstanding plus
other potentially dilutive securities. Dilutive securities may include
shares granted under comprehensive stock plans, those preferred OP Units
held by minority partners, other minority interests that have the option
to convert their limited partnership interests to common OP Units and the
Convertible Preferred Securities. No effect is shown for any securities
that are anti-dilutive.
HOST
MARRIOTT CORPORATION
Hotel Operational Data
Comparable Hotels by Region(a)
(unaudited)
As of December 31, 2003
No. of
No. of
Properties Rooms
Pacific
22
11,526
Florida
11
7,047
Atlanta
15
6,563
Mid-Atlantic
9
6,222
South Central
9
5,700
North Central
15
5,395
DC Metro
11
4,296
Mountain
8
3,313
International
6
2,552
New England
6
2,274
All Regions
112
54,888
Quarter ended December 31, 2003
Average
Average Occupancy
Daily Rate Percentages RevPAR
Pacific
$143.59 65.7%
$94.27
Florida
147.86 65.0
96.13
Atlanta
138.12 62.3
86.06
Mid-Atlantic
197.10 76.5
150.87
South Central
128.14 73.0
93.57
North Central
126.37 64.6
81.61
DC Metro
150.43 67.2
101.09
Mountain
105.22 56.2
59.12
International
112.38 73.4
82.46
New England
127.12 63.0
80.09
All Regions
143.38 66.9
95.86
Quarter ended December 31, 2002
Average Average
Percent
Daily Occupancy Change
in
Rate Percentages RevPAR RevPAR
Pacific
$147.41 64.5% $95.09 -0.9%
Florida
147.01 65.6 96.42
(0.3)
Atlanta
136.00 62.9 85.57
0.6
Mid-Atlantic
196.74 76.5 150.48
0.3
South Central
133.38 74.4 99.27
(5.7)
North Central
125.24 66.5 83.26
(2.0)
DC Metro
146.59 66.3 97.17
4.0
Mountain
105.98 57.0 60.43
(2.2)
International
109.67 69.3 76.01
8.5
New England
131.51 71.1 93.54
(14.4)
All Regions
143.96 67.2 96.78
(1.0)
As of December 31, 2003
No. of
No. of
Properties Rooms
Pacific
22
11,526
Florida
11
7,047
Atlanta
15
6,563
Mid-Atlantic
9
6,222
South Central
9
5,700
North Central
15
5,395
DC Metro
11
4,296
Mountain
8
3,313
International
6
2,552
New England
6
2,274
All Regions
112
54,888
Year ended December 31, 2003
Average
Average Occupancy
Daily Rate Percentages RevPAR
Pacific
$146.12 68.0%
$99.29
Florida
155.59 69.5
108.11
Atlanta
134.29 65.2
87.58
Mid-Atlantic
178.89 74.5
133.27
South Central
128.11 75.1
96.25
North Central
121.81 66.4
80.88
DC Metro
146.07 70.5
102.91
Mountain
103.61 61.9
64.16
International
110.95 67.9
75.33
New England
122.83 62.3
76.47
All Regions
140.86 68.8
96.85
Year ended December 31, 2002
Average Average
Percent
Daily Occupancy Change
in
Rate Percentages RevPAR RevPAR
Pacific
$150.77 69.3% $104.42 -4.9%
Florida
153.37 70.3 107.88
0.2
Atlanta
138.70 66.4 92.03
(4.8)
Mid-Atlantic
186.41 76.7 143.05 (6.8)
South Central
132.39 77.2 102.16 (5.8)
North Central
120.89 67.8 82.00
(1.4)
DC Metro
144.29 69.6 100.42
2.5
Mountain
107.87 64.1 69.17
(7.3)
International
110.03 71.0 78.09
(3.5)
New England
129.97 69.3 90.02 (15.1)
All Regions
143.60 70.4 101.07 (4.2)
HOST MARRIOTT CORPORATION
Hotel Operational Data
All Full-Service Hotels by Region(a)
(unaudited)
As of December 31, 2003
No. of
No. of
Properties(b) Rooms(b)
Pacific
23
12,332
Florida
12
7,342
Atlanta
15
6,563
Mid-Atlantic
10
6,726
South Central
9
5,700
North Central
15
5,395
DC Metro
12
5,068
Mountain
8
3,313
International
6
2,552
New England
7
3,413
All Regions
117
58,404
Quarter ended December 31, 2003
Average
Average Occupancy
Daily Rate Percentages RevPAR
Pacific
$147.23 65.8%
$96.82
Florida
149.12 64.4
96.08
Atlanta
138.12 62.3
86.06
Mid-Atlantic
197.99 76.4
151.34
South Central
125.93 72.6
91.38
North Central
126.37 64.6
81.61
DC Metro
153.28 68.0
104.31
Mountain
105.22 56.2
59.12
International
112.38 73.4
82.46
New England
149.34 67.1
100.27
All Regions
145.84 67.1
97.88
Quarter ended December 31, 2002
Average Average
Percent
Daily Occupancy Change
in
Rate Percentages RevPAR RevPAR
Pacific
$146.04 64.6% $94.40 2.6%
Florida
145.41 64.6 93.93
2.3
Atlanta
136.00 62.9 85.57
0.6
Mid-Atlantic
197.74 76.4 151.07
0.2
South Central
129.08 73.9 95.43
(4.2)
North Central
125.24 66.5 83.26
(2.0)
DC Metro
141.88 66.1 93.74
11.3
Mountain
105.98 57.0 60.43
(2.2)
International
109.67 69.3 76.01
8.5
New England
151.95 71.6 108.85
(7.9)
All Regions
144.15 67.3 96.97
0.9
As of December 31, 2003
No. of
No. of
Properties(b) Rooms(b)
Pacific
23
12,332
Florida
12
7,342
Atlanta
15
6,563
Mid-Atlantic
10
6,726
South Central
9
5,700
North Central
15
5,395
DC Metro
12
5,068
Mountain
8
3,313
International
6
2,552
New England
7
3,413
All Regions
117
58,404
Year ended December 31, 2003
Average
Average Occupancy
Daily Rate Percentages RevPAR
Pacific
$147.11 68.0%
$100.02
Florida
155.97 69.0
107.56
Atlanta
134.29 65.2
87.58
Mid-Atlantic
180.11 74.3
133.85
South Central
124.93 75.0
93.76
North Central
121.81 66.4
80.88
DC Metro
145.09 71.1
103.13
Mountain
103.61 61.9
64.16
International
110.95 67.9
75.33
New England
142.32 67.5
96.11
All Regions
141.93 69.1
98.01
Year ended December 31, 2002
Average Average
Percent
Daily Occupancy Change
in
Rate Percentages RevPAR RevPAR
Pacific
$149.43 69.3% $103.63 -3.5%
Florida
152.53 69.3 105.76
1.7
Atlanta
138.70 66.4 92.03
(4.8)
Mid-Atlantic
186.47 76.5 142.70
(6.2)
South Central
128.47 76.5 98.32
(4.6)
North Central
120.89 67.8 82.00
(1.4)
DC Metro
139.70 69.9 97.59
5.7
Mountain
107.87 64.1 69.17
(7.2)
International
110.03 71.0 78.09
(3.5)
New England
142.27 70.0 99.65
(3.6)
All Regions
143.19 70.4 100.74
(2.7)
(a) See the introductory notes to financial
information for a discussion of reporting periods and comparable hotel
results.
(b) The number of properties and the
room count reflect all consolidated properties as of December 31, 2003.
However, the operating statistics include the results of operations for
the nine properties sold in 2003 and 2002 prior to their disposition and
the results of operations of properties acquired subsequent to the date
of their acquisition.
HOST MARRIOTT CORPORATION
Hotel Operational Data
Schedule of Comparable
Hotel Results (a)
(unaudited, in millions, except per share amounts)
Quarter ended Year ended
December 31, December 31,
2003 2002 2003
2002
Number of hotels
112 112 112
112
Number of rooms
54,888 54,888 54,888 54,888
Percent change in Comparable Hotel
RevPAR
-1.0%
-4.2%
Operating profit margin under
GAAP(b)
9.8% 12.2% 9.2%
12.4%
Comparable hotel adjusted
operating profit margin(c)
21.7% 23.7% 21.6%
24.6%
Comparable hotel sales
Room
$599 $635 $1,937 $2,052
Food and beverage
360 367 1,061
1,091
Other
68 77
224 250
Comparable hotel
sales(d)
1,027 1,079 3,222
3,393
Comparable hotel expenses
Room
154 158 490
502
Food and beverage
265 268 791
798
Other
43 44
137 142
Management fees, ground rent
and
other costs
342 353 1,109
1,117
Comparable hotel
expenses(e)
804 823 2,527
2,559
Comparable Hotel Adjusted Operating
Profit
223 256 695
834
Non-comparable hotel results,
net(f) 21
4 43
13
Comparable hotels classified
as held for sale(g)
(2) (3) (7)
(9)
Office building and limited
service
properties, net(h)
- 3
1 4
Other income
- -
12 -
Depreciation and amortization
(114) (113) (367)
(358)
Corporate and other expenses
(21) (9) (61)
(47)
Operating Profit
$107 $138 $316
$437
(a) See the introductory notes to the
financial information for discussion of non-GAAP measures, reporting periods
and comparable hotel results.
(b) Operating profit margin under
GAAP is calculated as the operating profit divided by the total revenues
per the consolidated statements of operations.
(c) Comparable hotel adjusted operating
profit margin is calculated as the comparable hotel adjusted operating
profit divided by the comparable hotel sales per the schedule above.
(d) The reconciliation of total revenues
per the consolidated statements of operations to the comparable hotel sales
is as follows (in millions):
Quarter ended Year ended
December 31, December 31,
2003 2002 2003
2002
Revenues per
the consolidated
statements
of operations $1,092
$1,128 $3,448 $3,516
Revenues of
hotels held for sale 13
14 42
44
Non-comparable
hotel sales
(80) (70) (221)
(172)
Hotel sales
for the property for
which
we record rental income, net 15
15 46
45
Rental income
for office buildings
and
limited service hotels
(24) (26) (75)
(77)
Other income
- -
(12) -
Adjustment
for hotel sales for
comparable
hotels to reflect
Marriott's
fiscal year for
Marriott-managed
hotels
11 18
(6) 37
Comparable
hotel sales
$1,027 $1,079 $3,222 $3,393
(e) The reconciliation of operating
costs per the consolidated statements of operations to the comparable hotel
expenses is as follows (in millions):
Quarter ended Year Ended
December 31, December 31,
2003 2002 2003
2002
Operating
costs and expenses per
the
consolidated statements
of operations
$985 $990 $3,132 $3,079
Operating
costs of hotels held
for
sale
11 11
35 35
Non-comparable
hotel expenses (57)
(61) (183) (155)
Hotel expenses
for the property for which we record rental income
14 13
50 48 Rent expense for office buildings
and limited service hotels
(24) (23) (74)
(73)
Adjustment
for hotel expenses for
comparable
hotels to reflect
Marriott's
fiscal year for
Marriott-managed
hotels
10 15
(5) 30
Depreciation
and amortization (114)
(113) (367) (358)
Corporate
and other expenses
(21) (9) (61)
(47)
Comparable
hotel expenses
$804 $823 $2,527 $2,559
(f) Non-comparable hotel results, net
includes the following items: (i) the results of operations of our non-comparable
hotels whose operations are included in our consolidated statement of operations
as continuing operations, (ii) for full year 2003 and 2002 results, the
difference between comparable hotel adjusted operating profit which reflects
364 and 371 days, respectively, of operations and the operating results
included in the consolidated statements of operations which reflects 365
days and (iii) for fourth quarter of 2003 and 2002 results, the difference
between 112 and 119 days, respectively, of operations versus 110 and 116
days, respectively, in the statements of operations.
(g) Included in our comparable hotel
results are five hotels that are classified as held for sale as of December
31, 2003 per the requirements of SFAS 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets." Because the hotels are classified
as held for sale, their operating results are not included in the revenues
or operating costs and expenses from continuing operations, but are instead
included in discontinued operations. We continue to include them
as comparable hotels, however, because the operating results for these
properties were reported by us throughout the entire reporting periods
being compared.
(h) Represents rental income less
rental expense for limited service properties and office buildings.
For detail, see footnote (b) to the statements of operations.
HOST MARRIOTT CORPORATION
Other Financial Data
(unaudited, in millions, except per share)
December 31
2003
2002
Equity
Common shares outstanding
320.3
263.7
Common shares and minority held
common OP Units outstanding
343.8
291.5
Preferred OP Units outstanding
0.02
0.02
Class A Preferred shares outstanding
4.1
4.1
Class B Preferred shares outstanding
4.0
4.0
Class C Preferred shares outstanding
6.0
6.0
Class D Preferred shares outstanding
0.3
-
Security pricing (per share price)
Common(a)
$ 12.32 $
8.86
Class A Preferred(a)
$ 26.74 $ 26.15
Class B Preferred(a)
$ 27.00 $ 25.65
Class C Preferred(a)
$ 27.26 $ 25.70
Convertible Preferred Securities(b)
$ 51.00 $ 36.94
Dividends per share
Common(c)
$ -
$ -
Class A Preferred
$ 2.50
$ 2.50
Class B Preferred
$ 2.50
$ 2.50
Class C Preferred
$ 2.50
$ 2.50
Class D Preferred
$ 1.88
$ -
Debt
Percentage of fixed rate debt
85%
90%
Weighted average interest rate(d)
7.7%
7.9%
Weighted average debt maturity(d)
5.5 years 5.5 years
Credit facility, outstanding
balance
(capacity of $250 million)
$ -
$ -
Other Financial Data
Construction in progress
$ 56
$ 39
(a) Share prices are the closing price
on the balance sheet date, as reported by the New York Stock Exchange,
for the common and preferred stock.
(b) Market price as of December 31,
2003 as quoted by Bloomberg L.P.
(c) We did not declare a common stock
dividend during 2003 or 2002.
(d) As a result of debt repayments
of approximately $262 million during January 2004, our weighted average
interest rate has been reduced to
7.4% and our weighted average maturity is 5.6 years.
HOST MARRIOTT CORPORATION
Reconciliation of Net Income
(Loss) Available to Common Shareholders
to Funds From Operations per Diluted Share (unaudited, in millions, except
per share amounts)
Quarter ended Quarter ended
December 31, 2003 December 31, 2002
Per
Per
Income Share Income
Share
(Loss) Shares Amount (Loss) Shares Amount
Net income (loss) available to common
shareholders
$142 310.7 $0.46 $(11) 263.6 $(0.04)
Adjustments:
Cumulative effect of change
in accounting principle
(24) - (0.08) -
- -
Gain on the disposition
of
the New York Marriott
World
Trade Center hotel
(56) - (0.18) -
- -
Gains on dispositions,
net (9) - (0.03)
- -
-
Depreciation and amortization
114 - 0.37
115 - 0.43
Partnership adjustments
21 - 0.07
2 - 0.01
FFO of minority partners
of
Host LP(a)
(14) - (0.05) (10)
- (0.03)
Adjustments for dilutive
securities:
Assuming distribution
of
common shares granted
under
the comprehensive
stock plan
less shares assumed
purchased
at average market
price - 3.9
(0.01) - 4.0 (0.01)
Assuming conversion of
Convertible Preferred
Securities
10 30.9 (0.02) 10
30.9 -
Assuming conversion of
minority OP Units
issuable - 2.0
- - -
-
FFO per diluted share(b)(c)
$184 347.5 $0.53 $106 298.5
$0.36
Year ended
Year ended
December 31, 2003 December 31, 2002
Per
Per
Income Share Income
Share
(Loss) Shares Amount (Loss) Shares Amount
Net income (loss) available to common
shareholders $(21) 281.0
$(0.07) $(51) 263.0 $(0.19)
Adjustments:
Gain on the disposition
of
the New York Marriott
World
Trade Center hotel
(56) - (0.20) -
- -
Gain on dispositions,
net (9) -
(0.04) (13) - -0.05
Depreciation and amortization
371 - 1.32
366 - 1.39
Partnership adjustments
24 - 0.08
20 - 0.07
FFO of minority partners
of
Host LP(a)
(26) - (0.09) (30)
- -0.11
Adjustments for dilutive
securities:
Assuming distribution of
common shares granted under
the comprehensive stock plan
less shares assumed purchased
at average market price
- 3.5 (0.01) -
4.0 -0.02
Assuming conversion of
Convertible Preferred
Securities
- - -
32 30.9 -
FFO per diluted share(b)(c)
$283 284.5 $0.99 $324 297.9
$1.09
(a) Represents FFO attributable to
the minority interest in Host LP.
(b) FFO per diluted share in accordance
with NAREIT is adjusted for the
effects of
dilutive securities. Dilutive securities may include shares granted under
comprehensive stock plans, those preferred OP Units held by minority partners,
other minority interests that have the option to convert their limited
partnership interest to common OP Units and the Convertible Preferred Securities.
No effect is shown for securities if they are anti-dilutive.
(c) Quarterly and full year results
were significantly affected by several
transactions,
the effect of which is shown in the table below:
Quarter ended
Year ended
December 31, 2003 December 31, 2003
Net Adjusted
Net Adjusted
Income EBITDA
Income EBITDA
(Loss) FFO
(Loss) FFO
World Trade
Center
insurance
gain(1) $212 $156
$ - $212 $156
$ -
Senior notes
redemptions(2)
(33) (33) -
(35) (35) -
Loss on foreign
currency
forward
contracts(3)
(17) (17) (17)
(18) (18) (18)
Directors'
and
officers'
insurance
settlement(4)
- - -
7 7 10
Minority interest
(expense)
benefit(5) (14) (8)
- (14) (9)
-
(1) As a result
of the New York Marriott World Trade Center hotel insurance settlement
in the fourth quarter of 2003, we recorded a gain of approximately $212
million, which is comprised of $156 million in post-2003 business interruption
proceeds and $56 million from the disposition of the hotel. See the
previous discussion of non-GAAP financial measures, which describes why
we exclude the $56 million gain from FFO per diluted share and Adjusted
EBITDA. For these reasons, we have also excluded the $156 million gain
on settlement for business interruption insurance proceeds for the periods
subsequent to December 31, 2003 from Adjusted EBITDA. These business interruption
proceeds, because they relate to future periods for a hotel that, even
if rebuilt would be in a different location and would be significantly
different from the prior hotel, are not consistent with reflecting the
ongoing performance of our remaining assets.
(2) In conjunction
with the redemption of $711 million of our senior notes in the fourth quarter
of 2003, we incurred a total of approximately $28 million of expense related
to the call premiums paid and the acceleration of related deferred financing
fees. We also incurred approximately $5 million of incremental interest
expense during the redemption call period. In addition, we incurred
approximately $2.3 million of call premiums and accelerated deferred financing
fees related to a $71 million senior notes redemption in the third quarter
of 2003.
(3) In the
fourth quarter of 2003, we made a partial repayment of the Canadian mortgage
debt, which resulted in the related forward currency contracts hedge being
deemed ineffective for accounting purposes. Accordingly, the company recorded
an approximate $17 million decrease in net income, FFO and Adjusted EBITDA
in the fourth quarter in addition to the approximate $1 million recorded
in the first three quarters of 2003.
(4) Represents
approximately $9.6 million of other income in the third quarter of 2003
from the settlement of a claim that we brought against our directors' and
officers' insurance carriers for reimbursement of defense costs and settlement
payments incurred in resolving a series of related actions brought against
us and Marriott International that arose from the sale of certain limited
partnership units to investors prior to 1993. The settlement amount, net
of taxes of approximately $2.4 million, totaled $7.2 million.
(5) Represents
the portion of the above listed amounts attributable to the minority partners
in Host LP.
HOST MARRIOTT CORPORATION
Reconciliation of Net
Income (Loss) to EBITDA and Adjusted EBITDA
(unaudited, in millions)
Quarter ended Year ended
December 31, December 31,
2003 2002 2003
2002
Net income (loss)(a)
$150 $(3) $14
$(16)
Interest expense
167 146 491
462
Dividends on Convertible Preferred
Securities
10 10
32 32
Depreciation and amortization
114 113 367
358
Income taxes
(3) (3) (12)
4
Discontinued operations(b)
5 8
16 20
EBITDA(c)
443 271 908
860
Gains and losses on dispositions
and related debt extinguishments
(11) (2) (13)
(18)
Gain on settlement of the New
York
Marriott World Trade Center
hotel
for post-2003 business
interruption
insurance(a)
(156) - (156)
-
Gain on the disposition of the
New
York Marriott World Trade
Center
hotel(a)
(56) -
(56) -
Impairment of assets held for
sale 2
- 2
-
Consolidated partnership adjustments:
Minority interest (income) expense
16 (1)
5 7
Distributions to minority interest
partners of Host LP and
other
minority partners
(1) (4) (6)
(13)
Equity investment adjustments:
Equity in losses
of affiliates
9 3
22 9
Distributions received
from equity
investments
- 3
3 6
Cumulative effect of a change
in
accounting principle(d)
(24) -
- -
Adjusted EBITDA(a)(c)
$222 $270 $709
$851
(a) Our results for the fourth quarter
and full-year 2003 were
significantly
affected by several items. For a discussion of these items, see footnote
(c) to the table reconciling net income available to common shareholders
to FFO per diluted share included in this release.
(b) Reflects the interest expense,
depreciation and amortization and
income taxes
included in discontinued operations.
(c) See the introductory notes to
the financial information for discussion
of non-GAAP
measures.
(d) For detail, see footnote (d) to
the statements of operations.
HOST MARRIOTT CORPORATION
Reconciliation of Net Loss Available
to Common Shareholders to Funds From Operations per Diluted Share for Full
Year 2004 Forecasts (a)
(unaudited, in millions, except per share amounts)
Low-end of Range
Full Year 2004 Forecast
Per Share
Income (Loss) Shares
Amount
Forecast net loss available to common
shareholders
$ (112) 322.1
$ (.35)
Adjustments:
Depreciation and amortization
360 -
1.12
Gain on dispositions,
net (58)
- (.18)
Partnership adjustments
20 -
.06
FFO of minority partners
of Host LP(b)
(17) -
(.05)
Adjustment for
dilutive securities:(c)
Assuming distribution
of common shares
granted
under the comprehensive
stock plan less
shares
assumed purchased
at
average market price
- 2.9
(.01)
FFO per diluted share(a)(d)
$ 193 325.0
$ .59
High-end of Range
Full Year 2004 Forecast
Per Share
Income (Loss) Shares
Amount
Forecast net loss available to common
shareholders
$ (98) 322.1
$ (.30)
Adjustments:
Depreciation and amortization
360 -
1.12
Gain on dispositions,
net (58)
- (.18)
Partnership adjustments
21 -
.07
FFO of minority partners
of Host LP(b)
(18) -
(.06)
Adjustment for
dilutive securities:(c)
Assuming distribution
of common shares
granted
under the comprehensive
stock plan less
shares
assumed purchased
at
average market price
- 2.9
(.01)
FFO per diluted share(a)(d)
$ 207 325.0
$ .64
See the notes following the table reconciling
net loss to EBITDA and Adjusted EBITDA for full year 2004 forecasts.
HOST MARRIOTT CORPORATION
Reconciliation of Net Loss Available
to Common Shareholders to Funds From Operations per Diluted Share for First
Quarter 2004 Forecasts (a)
(unaudited, in millions, except per share amounts)
Low-end of Range
First Quarter 2004 Forecast
Per Share
Income (Loss) Shares
Amount
Forecast net loss available to common
shareholders
$ (43) 320.3
$ (.14)
Adjustments:
Depreciation and amortization
83 -
.26
Partnership adjustments
(5) -
(.01)
FFO of minority partners
of Host LP(b)
(3) -
(.01)
Adjustment for
dilutive securities:(c)
Assuming distribution of
common shares granted
under the comprehensive
stock plan less
shares
assumed purchased
at
average market price
- 2.5
-
FFO per diluted share(a)(d)
$ 32 322.8
$ .10
High-end of Range
First Quarter 2004 Forecast
Per Share
Income (Loss) Shares
Amount
Forecast net loss available to common
shareholders
$ (37) 320.3
$ (.12)
Adjustments:
Depreciation and amortization
83 -
.26
Partnership adjustments
(4) -
(.01)
FFO of minority partners
of Host LP(b)
(3) -
(.01)
Adjustment for
dilutive securities:(c)
Assuming distribution
of common shares
granted
under the comprehensive
stock plan less
shares
assumed purchased
at
average market price
- 2.5
-
FFO per diluted share(a)(d)
$ 39 322.8
$ .12
See the notes following the table reconciling
net loss to EBITDA and Adjusted EBITDA for full year 2004 forecasts.
HOST MARRIOTT CORPORATION
Reconciliation of Net Loss to EBITDA and Adjusted EBITDA for Full Year
2004 Forecasts (unaudited, in millions)
Full Year 2004
Low-end High-end
of Range of Range
Net Loss
$ (77) $ (63)
Interest expense
433 433
Dividends on Convertible
Preferred Securities
32
32
Depreciation and amortization
361 361
Income taxes
(10)
(9)
EBITDA
739 754
Gains (losses) on dispositions
(62) (62)
Consolidated partnership
adjustments:
Minority interest
(income) expense
5
5 Distributions to minority interest partners of Host LP and other minority
partners
(6) (6)
Equity investment adjustments:
Equity in
(earnings) losses
of affiliates
22
22
Distributions
received from
equity
investments
2
2
Adjusted EBITDA
$ 700 $ 715
(a) The amounts shown in these reconciliations
are based on management's
estimate of
operations for 2004. These tables are forward-looking and as such contain
assumptions by management based on known and unknown risks, uncertainties
and other factors which may cause the actual transactions, results, performance
or achievements to be materially different from any future transactions,
results, performance or achievements expressed or implied by this table.
General economic conditions, competition and governmental actions will
affect future transactions, results, performance and achievements. Although
we believe the expectations reflected in this reconciliation are based
upon reasonable assumptions, we can give no assurance that the expectations
will be attained or that any deviations will not be material.
For purposes
of preparing the full year and first quarter 2004 forecasts, we have made
the following assumptions:
* RevPAR
will increase between 3% and 4% for the full year and increase between
0% and 2% for the first quarter for the low and high ends of the forecasted
ranges, respectively.
* Comparable
hotel adjusted operating profit margins will decrease 15 basis points and
increase 15 basis points for the full year and will decrease 130 basis
points and 70 basis points for the first quarter for the low and high ends
of the forecasted ranges, respectively.
* $450
million of hotels will be sold during 2004.
* $400
million of acquisitions will be made during 2004.
* $700
million of debt will be redeemed or repaid for the full year ($262 million
of which will be redeemed or repaid in the first quarter) and charges totaling
$29 million in call premiums and accelerated deferred financing fees associated
with the debt will be incurred in the full year and $11 million in the
first quarter.
* Fully
diluted shares will be 325.0 million and 322.5 million for the full year
and first quarter, respectively.
(b) Represents FFO attributable to
the minority interests in Host LP.
(c) These shares are dilutive for
purposes of the FFO per diluted share
calculation,
yet are anti-dilutive for the purposes of the earnings per share calculation.
This is due to the net loss that is forecasted for 2004 compared to net
earnings for FFO for the year.
(d) FFO per diluted share in accordance
with NAREIT is adjusted for the
effects of
dilutive securities. Dilutive securities may include shares granted under
comprehensive stock plans, those preferred OP Units held by minority partners,
other minority interests that have the option to convert their limited
partnership interest to common OP Units and the Convertible Preferred Securities.
No effect is shown for securities if they are anti-dilutive. |