SEC Comment Letter for HOST HOTELS & RESORTS, (HST) — Apr 5, 2007
HOST HOTELS & RESORTS, INC.
Date: April 5, 2007 · CIK: 0001070750 · Accession: 0000000000-07-016839
AI Filing Summary & Sentiment
File numbers found in text: 001-14625
Letter
Mail Stop 4561 A p r i l 5 , 2 0 0 7 Mr. W. Edward Walter Executive Vice President and Chief Financial Officer Host Hotels & Resorts, Inc. 6903 Rockledge Drive, Suite 1500 Bethesda, MD 20817
Re: Host Hotels & Resorts, Inc. Form 10-K for Fiscal Ye ar Ended December 31, 2006 Filed February 27, 2007 File No. 001-14625
Dear Mr. Walter:
We have reviewed your filing and have the following comments. We have limited our review to only your financial stat ements and related disclosures and do not intend to expand our review to other portions of your docum ent. Where indicated, we think you should revise your documents in response to these comments in future filings. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In some of our comments, we may ask you to provi de us with information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. W. Edward Walter Host Hotels & Resorts, Inc. April 5, 2007 Page 2 Form 10-K for Fiscal Year Ended December 31, 2006
Financial Statements
Note 1. Summary of Significant Accounting Policies
Minority Interest, page 88
1. In future filings, please revise to disclose the amount of consideration that would be paid to the holders of the non-controll ing interests in the operating partnership as if the termination of the operating pa rtnership occurred on the balance sheet date.
Note 20. Quarterly Financia l Data (unaudited), page 115
2. In future filings, please revise to disclose gross (operating) profit. Refer to Item 302 of Regulation S-K.
As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please furnish a cover letter with your proposed revisions that keys your responses to our comments and provides any requested information. Detailed cover le tters greatly facilitate our re view. Please understand that we may have additional comments after re viewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed invest ment decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the filings;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding initiated by the Commission or any person under the federal secu rities laws of the United States.
Mr. W. Edward Walter Host Hotels & Resorts, Inc. April 5, 2007 Page 3 In addition, please be advise d that the Division of Enfo rcement has access to all information you provide to the staff of the Divi sion of Corporation Fi nance in our review of your filings or in response to our comments on your filings.
You may contact Amanda Jaffe, Staff Accountant, at (202) 551-3473 or the undersigned at (202) 551-3629 if you have questions.
S i n c e r e l y ,
Kevin Woody Accounting Branch Chief
Show Raw Text
Mail Stop 4561
A p r i l 5 , 2 0 0 7
Mr. W. Edward Walter
Executive Vice President and Chief Financial Officer
Host Hotels & Resorts, Inc.
6903 Rockledge Drive, Suite 1500
Bethesda, MD 20817
Re: Host Hotels & Resorts, Inc.
Form 10-K for Fiscal Ye ar Ended December 31, 2006
Filed February 27, 2007
File No. 001-14625
Dear Mr. Walter:
We have reviewed your filing and have the following comments. We have
limited our review to only your financial stat ements and related disclosures and do not
intend to expand our review to other portions of your docum ent. Where indicated, we
think you should revise your documents in response to these comments in future filings.
If you disagree, we will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary. Please be as detailed as necessary in your explanation. In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filings. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. W. Edward Walter
Host Hotels & Resorts, Inc.
April 5, 2007 Page 2
Form 10-K for Fiscal Year Ended December 31, 2006
Financial Statements
Note 1. Summary of Significant Accounting Policies
Minority Interest, page 88
1. In future filings, please revise to disclose the amount of consideration that would
be paid to the holders of the non-controll ing interests in the operating partnership
as if the termination of the operating pa rtnership occurred on the balance sheet
date.
Note 20. Quarterly Financia l Data (unaudited), page 115
2. In future filings, please revise to disclose gross (operating) profit. Refer to Item
302 of Regulation S-K.
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please furnish a cover letter with your
proposed revisions that keys your responses to our comments and provides any requested
information. Detailed cover le tters greatly facilitate our re view. Please understand that
we may have additional comments after re viewing your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings includes all information required under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in the
filings;
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
Mr. W. Edward Walter
Host Hotels & Resorts, Inc.
April 5, 2007 Page 3
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.
You may contact Amanda Jaffe, Staff Accountant, at (202) 551-3473 or the
undersigned at (202) 551-3629 if you have questions.
S i n c e r e l y ,
Kevin Woody
Accounting Branch Chief