UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 1, 2011

 

 

HOST HOTELS & RESORTS, INC.

HOST HOTELS & RESORTS, L.P.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Maryland (Host Hotels & Resorts, Inc.)		001-14625		53-0085950
Delaware (Host Hotels & Resorts, L.P.)		0-25087		52-2095412
(State or Other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

6903 Rockledge Drive, Suite 1500

Bethesda, Maryland 20817

(Address of principal executive offices and Zip Code)

(240) 744-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

---

Item 8.01—Other Events

The purpose of this Current Report on Form 8-K is to set forth the following information previously filed as part of, or as an exhibit or financial statement schedule to, the Annual Report on Form 10-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. (collectively, the “Company”) for the fiscal year ended December 31, 2011, which information has been revised to reflect the impact of the disposition of one property. We also use the term “Host Inc.” to refer specifically to Host Hotels & Resorts, Inc. and the term “Host L.P.” to refer specifically to Host Hotels & Resorts, L.P. (and its consolidated subsidiaries). The revised information includes:

 

•

Computation of Ratios of Earnings to Fixed Charges;

 

•

Selected Financial Data;

 

•

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”);

 

•

Consolidated Financial Statements and Notes thereto; and

 

•

Schedule of Real Estate and Accumulated Depreciation.

This information is attached hereto as exhibits 12.1, 12.2 and 99.1 through 99.7 and is incorporated herein by reference.

On March 23, 2012, the Company sold the San Francisco Airport Marriott for net proceeds of approximately $108 million plus $5 million for the furniture, fixtures and equipment replacement fund and recorded a gain on the disposition of approximately $48 million. The results of this hotel were presented in the Company’s continuing operations for all fiscal years included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Securities and Exchange Commission (“SEC”) on February 22, 2012. In accordance with U.S. generally accepted accounting principles, the Company reported the results of this hotel as discontinued operations in its Form 10-Q for the first quarter ended March 23, 2012, and reclassified the results of operations from a property disposed or held for sale as discontinued operations during all reported periods. Accordingly, the information included in this Current Report reflects the reclassification of the results of this hotel as discontinued operations for the years ended December 31, 2011 and December 31, 2010.

The Company has also updated the footnotes to the audited consolidated financial statements to disclose certain significant transactions listed below that occurred subsequent to December 31, 2011. However, investors are cautioned that the MD&A with respect to the three years ended December 31, 2011 presented herein represents the MD&A that the Company filed as part of its 2011 Annual Report on Form 10-K updated only to reflect the effect on its results of operations and financial position discussed therein of the sale of the property discussed above. The MD&A presented herein has not been updated or amended to reflect any other information, uncertainties, transactions, risks, events or trends occurring, or known to management, including those listed below, that have occurred subsequent to February 22, 2012, the date on which the Company filed its Annual Report on Form 10-K. Among the items for which the MD&A presented herein has not been updated or amended (but for which the audited consolidated financial statements and notes thereto have been updated) include:

 

•

The March issuance of $350 million 5 1/4% Series A senior notes due 2022 for net proceeds of approximately $344 million;

 

•

The issuance of the remaining $174 million of capacity under Host Inc.’s continuous equity offering program through the issuance of 11.1 million shares of common stock at an average price of $15.67 per share, for proceeds of approximately $172 million, net of $2 million of commissions;

 

•

The April repayment of the $113 million principal amount outstanding of the 7.5% mortgage debt secured by the JW Marriott, Washington, D.C.;

 

•

The April redemption of the $250 million of our 6 7/8% Series S senior notes due 2014 for $254 million;

 

•

The April repurchase of $386 million face amount of 2.625% Exchangeable Senior Debentures due 2027; and

 

•

On April 26, 2012, we notified holders of the remaining $250 million principal amount of 6 7/8% Series S senior notes that we intend to redeem the remaining balance on May 29, 2012.

In addition, neither the footnotes to the audited consolidated financial statements nor the MD&A presented herein have been amended or updated to reflect the following information:

 

•

Modification of the Company’s forecast on the range of expected revenues per available room (RevPAR) for its comparable hotels for 2012; and

 

2

---

•

All other events relating to the results of operations for the first quarter of 2012 or the Company’s outlook for the remainder of 2012.

Investors should read the information contained in this current report together with the other information contained in the Company’s 2011 Annual Report on Form 10-K filed on February 22, 2012, the Company’s Form 10-Q for the quarter ended March 23, 2012, filed with the SEC on April 30, 2012 and other information filed with, or furnished to, the SEC after February 22, 2012.

This combined Form 8-K for Host Inc. and Host L.P. includes for each entity separate consolidated financial statements, selected financial data and separate computations of ratios of earnings to fixed charges, but combined presentations of the MD&A, footnotes to the financial statements and schedule of real estate and accumulated depreciation. For the portions of this Form 8-K that include combined presentations, any material differences between Host Inc. and Host L.P. are noted therein. For a more detailed discussion of the substantive differences between Host Inc. and Host L.P. and why we believe combined filings results in benefits to investors, see the discussion in the Company’s combined Annual Report on Form 10-K for the year ended December 31, 2011 under the heading “Explanatory Note”.

 

3

---

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

 

(d)

Exhibits

 

Exhibit No.
12.1		Computation of Ratios of Earnings to Fixed Charges (Host Hotels & Resorts, Inc.)
12.2		Computation of Ratios of Earnings to Fixed Charges (Host Hotels & Resorts, L.P.)
23.1		Consent of KPMG LLP
99.1		Selected Financial Data (Host Hotels & Resorts, Inc.)
99.2		Selected Financial Data (Host Hotels & Resorts, L.P.)
99.3		Management’s Discussion and Analysis of Results of Operations and Financial Condition
99.4		Consolidated financial statements as of December 31, 2011 and 2010 and for the three years ended December 31, 2011 (Host Hotels & Resorts, Inc.)
99.5		Consolidated financial statements as of December 31, 2011 and 2010 and for the three years ended December 31, 2011 (Host Hotels & Resorts, L.P.)
99.6		Host Hotels & Resorts, Inc., Host Hotels & Resorts, L.P., and Subsidiaries Combined Notes to Consolidated Financial Statements
99.7		Schedule of Real Estate and Accumulated Depreciation as of December 31, 2011
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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, 2011, 2010 and 2009, respectively, for Host Hotels & Resorts Inc.; (ii) the Condensed Consolidated Balance Sheets at December 31, 2011, and December 31, 2010, respectively, for Host Hotels & Resorts Inc.; (iii) the Consolidated Statements of Equity for the Years ended December 31, 2011, 2010 and 2009, respectively, for Host Hotels & Resorts Inc.; (iv) the Condensed Consolidated Statement of Cash Flows for the Years ended December 31, 2011, 2010 and 2009, respectively, for Host Hotels & Resorts Inc.; (v) the Consolidated Statement of Comprehensive Income (Loss) for the Years ended December 31, 2011, 2010 and 2009, respectively, for Host Hotels & Resorts Inc.; (vi) the Condensed Consolidated Statements of Operations for the Years ended December 31, 2011, 2010 and 2009, respectively, for Host Hotels & Resorts L.P.; (vii) the Condensed Consolidated Balance Sheets at December 31, 2011, and December 31, 2010, respectively, for Host Hotels & Resorts L.P.; (viii) the Consolidated Statements of Capital for the Years ended December 31, 2011, 2010 and 2009 respectively, for Host Hotels & Resorts L.P.; (ix) the Condensed Consolidated Statement of Cash Flows for the Years ended December 31, 2011, 2010 and 2009, respectively, for Host Hotels & Resorts L.P.; (x) the Condensed Consolidated Statement of Comprehensive Income for the Years ended December 31, 2011, 2010 and 2009, respectively, for Host Hotels & Resorts L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.

 

4

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 30, 2012

 

5

---

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: April 30, 2012

 

6