SEC Comment Letter for HOST HOTELS & RESORTS, (HST) — Apr 23, 2010
HOST HOTELS & RESORTS, INC.
Date: April 23, 2010 · CIK: 0001070750 · Accession: 0000000000-10-022245
AI Filing Summary & Sentiment
Letter
Mail Stop 3010 April 22, 2010 Mr. Larry K. Harvey Chief Financial Officer Host Hotels & Resorts, Inc. 6903 Rockledge Drive, Suite 1500 Bethesda, Maryland 20817
Re: Host Hotels & Resorts, Inc. Form 10-K for the year ended December 31, 2009 File No. 1-14625
Dear Mr. Harvey:
We have reviewed your filing and have the following comments. Where indicated, we think you should revise your document in future filings in response to these comments. If you disagree with a comment, 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 provide us with information so we may better understand your disclosure. Af ter reviewing this 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 filing. 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. Harvey Host Hotels & Resorts, Inc. April 22, 2010 Page Form 10-K for the year ended December 31, 2009
General
1. We note that you incorporate Part III di sclosure by reference to your proxy statement. We also note that the regi strant filed its proxy statement on April 1, 2010. Please note that we will need to review this material before we can complete our review of your 10-K, and we may have additional comments. Financial Statements
Consolidated Statements of Operations, page 91
2. We note that you reported within your 2008 Form 10-K that net income available to common stockholders was $418 million and $718 million for the years ended December 31, 2008 and 2007. We also note that you have reported within your 2009 Form 10-K that net income ava ilable to common stockholders was $386 million and $694 million for the years ended December 31, 2008 and 2007. Please clarify for us why these prior year amounts appear to have been changed.
Summary of Significant Accounting Policies, page 98
3. Please tell us and disclose why you have classified the non-co ntrolling interests associated with your operating partners hip within the mezzanine section of your balance sheet. Please cite the relevant accounting guidance within your response. As appropriate, please respond to these co mments within 10 business days or tell us when you will provide us with a response. Please submit a response letter on EDGAR that keys your responses to our comment s and provides any requested information. Detailed cover letters greatly facilitate our review. Please understa nd that we may have additional comments after reviewin g your responses to our comments. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under the Securities Exchange Act of 1934 and th at they have provided all information investors require for an informed decision. Since the company and its management are in possession of all facts relating 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 filing;
Mr. Harvey Host Hotels & Resorts, Inc. April 22, 2010 Page
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; 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.
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 filing or in response to our comments on your filing. You may contact Howard Efron, Staff Accountant, at (202) 551-3439 or me at (202) 551-3629 if you have questions regard ing comments on the financial statements and related matters. Please contact Stacie Gorman, Staff Attorney, at (202) 551-3585 or Tom Kluck, Branch Chief at (202) 551- 3233 with regard to legal comments. S i n c e r e l y , Kevin Woody Branch Chief
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Mail Stop 3010
April 22, 2010
Mr. Larry K. Harvey Chief Financial Officer Host Hotels & Resorts, Inc. 6903 Rockledge Drive, Suite 1500 Bethesda, Maryland 20817
Re: Host Hotels & Resorts, Inc.
Form 10-K for the year ended December 31, 2009
File No. 1-14625
Dear Mr. Harvey:
We have reviewed your filing and have the following comments. Where
indicated, we think you should revise your document in future filings in response to these
comments. If you disagree with a comment, 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 provide us with information so we may better understand your disclosure. Af ter reviewing this
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 filing. 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. Harvey
Host Hotels & Resorts, Inc.
April 22, 2010 Page
2
Form 10-K for the year ended December 31, 2009
General
1. We note that you incorporate Part III di sclosure by reference to your proxy
statement. We also note that the regi strant filed its proxy statement on April 1,
2010. Please note that we will need to review this material before we can complete our review of your 10-K, and we may have additional comments.
Financial Statements
Consolidated Statements of Operations, page 91
2. We note that you reported within your 2008 Form 10-K that net income available
to common stockholders was $418 million and $718 million for the years ended
December 31, 2008 and 2007. We also note that you have reported within your
2009 Form 10-K that net income ava ilable to common stockholders was $386
million and $694 million for the years ended December 31, 2008 and 2007. Please clarify for us why these prior year amounts appear to have been changed.
Summary of Significant Accounting Policies, page 98
3. Please tell us and disclose why you have classified the non-co ntrolling interests
associated with your operating partners hip within the mezzanine section of your
balance sheet. Please cite the relevant accounting guidance within your response.
As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response. Please submit a response letter on EDGAR that keys your responses to our comment s and provides any requested information.
Detailed cover letters greatly facilitate our review. Please understa nd that we may have
additional comments after reviewin g your responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed decision. Since the company and its management are in
possession of all facts relating 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
filing;
Mr. Harvey
Host Hotels & Resorts, Inc. April 22, 2010 Page
3
• staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; 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.
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 filing or in response to our comments on your filing. You may contact Howard Efron, Staff Accountant, at (202) 551-3439 or me at
(202) 551-3629 if you have questions regard ing comments on the financial statements
and related matters. Please contact Stacie Gorman, Staff Attorney, at (202) 551-3585 or
Tom Kluck, Branch Chief at (202) 551- 3233 with regard to legal comments.
S i n c e r e l y ,
Kevin Woody Branch Chief