Equity of Host Inc. and Capital of Host L.P. | 7. Equity of Host Inc. and Capital of Host L.P. Equity of Host Inc. The components of the Equity of Host Inc. are as follows (in millions): Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings / (Deficit) Non-redeemable, non-controlling interests Total equity Redeemable, non-controlling interests Balance, December 31, 2020 $ 7 $ 7,568 $ ( 74 ) $ ( 1,180 ) $ 5 $ 6,326 $ 108 Net loss — — — ( 331 ) — ( 331 ) ( 3 ) Issuance of common stock for comprehensive stock plans, net — 8 — — — 8 — Common stock issuances — 138 — — — 138 — Changes in ownership and other — ( 14 ) — — — ( 14 ) 14 Other comprehensive loss — — ( 1 ) — — ( 1 ) — Balance, September 30, 2021 $ 7 $ 7,700 $ ( 75 ) $ ( 1,511 ) $ 5 $ 6,126 $ 119 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings / (Deficit) Non-redeemable, non-controlling interests Total equity Redeemable, non-controlling interests Balance, June 30, 2021 $ 7 $ 7,688 $ ( 71 ) $ ( 1,392 ) $ 5 $ 6,237 $ 125 Net loss — — — ( 119 ) — ( 119 ) ( 1 ) Issuance of common stock for comprehensive stock plans, net — 6 — — — 6 — Common stock issuances — — — — — — — Changes in ownership and other — 6 — — — 6 ( 5 ) Other comprehensive loss — — ( 4 ) — — ( 4 ) — Balance, September 30, 2021 $ 7 $ 7,700 $ ( 75 ) $ ( 1,511 ) $ 5 $ 6,126 $ 119 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings / (Deficit) Non-redeemable, non-controlling interests Total equity Redeemable, non-controlling interests Balance, December 31, 2019 $ 7 $ 7,675 $ ( 56 ) $ ( 307 ) $ 6 $ 7,325 $ 142 Net loss — — — ( 668 ) — ( 668 ) ( 7 ) Issuance of common stock for comprehensive stock plans, net — 7 — — — 7 — Repurchase of common stock — ( 147 ) — — — ( 147 ) — Dividends declared on common stock — — — ( 141 ) — ( 141 ) — Distributions to non-controlling interests — — — — — — ( 2 ) Changes in ownership and other — 54 — 1 ( 1 ) 54 ( 53 ) Other comprehensive loss — — ( 23 ) — — ( 23 ) — Balance, September 30, 2020 $ 7 $ 7,589 $ ( 79 ) $ ( 1,115 ) $ 5 $ 6,407 $ 80 Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings / (Deficit) Non-redeemable, non-controlling interests Total equity Redeemable, non-controlling interests Balance, June 30, 2020 $ 7 $ 7,586 $ ( 74 ) $ ( 802 ) $ 5 $ 6,722 $ 81 Net loss — — — ( 313 ) — ( 313 ) ( 3 ) Issuance of common stock for comprehensive stock plans, net — 6 — — — 6 — Changes in ownership and other — ( 3 ) — — — ( 3 ) 2 Other comprehensive loss — — ( 5 ) — — ( 5 ) — Balance, September 30, 2020 $ 7 $ 7,589 $ ( 79 ) $ ( 1,115 ) $ 5 $ 6,407 $ 80 Capital of Host L.P. As of September 30, 2021, Host Inc. is the owner of approximately 99 % of Host L.P.’s common OP units. The remaining common OP units are owned by unaffiliated 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 common OP unit. Under the credit facility, all redemptions must be made with Host Inc. common stock until Host L.P.’s leverage ratio (as calculated under the credit facility) is below 7.25 x. In exchange for any shares issued by Host Inc., Host L.P. will issue common OP units to Host Inc. based on the applicable conversion ratio. Additionally, funds used by Host Inc. to pay dividends on its common stock are provided by distributions from Host L.P. The components of the Capital of Host L.P. are as follows (in millions): General Partner Limited Partner Accumulated Other Comprehensive Income (Loss) Non-controlling interests Total capital Balance, December 31, 2020 $ 1 $ 6,394 $ ( 74 ) $ 5 $ 6,326 $ 108 Net loss — ( 331 ) — — ( 331 ) ( 3 ) Issuance of common OP units to Host Inc. for comprehensive stock plans, net — 8 — — 8 — Common OP unit issuances — 138 — — 138 — Changes in ownership and other — ( 14 ) — — ( 14 ) 14 Other comprehensive loss — — ( 1 ) — ( 1 ) — Balance, September 30, 2021 $ 1 $ 6,195 $ ( 75 ) $ 5 $ 6,126 $ 119 General Partner Limited Partner Accumulated Other Comprehensive Income (Loss) Non-controlling interests Total capital Balance, June 30, 2021 $ 1 $ 6,302 $ ( 71 ) $ 5 $ 6,237 $ 125 Net loss — ( 119 ) — — ( 119 ) ( 1 ) Issuance of common OP units to Host Inc. for comprehensive stock plans, net — 6 — — 6 — Common OP unit issuances — — — — — — Changes in ownership and other — 6 — — 6 ( 5 ) Other comprehensive loss — — ( 4 ) — ( 4 ) — Balance, September 30, 2021 $ 1 $ 6,195 $ ( 75 ) $ 5 $ 6,126 $ 119 General Partner Limited Partner Accumulated Other Comprehensive Income (Loss) Non-controlling interests Total capital Balance, December 31, 2019 $ 1 $ 7,374 $ ( 56 ) $ 6 $ 7,325 $ 142 Net loss — ( 668 ) — — ( 668 ) ( 7 ) Issuance of common OP units to Host Inc. for comprehensive stock plans, net — 7 — — 7 — Repurchase of common OP units — ( 147 ) — — ( 147 ) — Distributions declared on common OP units — ( 141 ) — — ( 141 ) ( 2 ) Changes in ownership and other — 55 — ( 1 ) 54 ( 53 ) Other comprehensive loss — — ( 23 ) — ( 23 ) — Balance, September 30, 2020 $ 1 $ 6,480 $ ( 79 ) $ 5 $ 6,407 $ 80 General Partner Limited Partner Accumulated Other Comprehensive Income (Loss) Non-controlling interests Total capital Balance, June 30, 2020 $ 1 $ 6,790 $ ( 74 ) $ 5 $ 6,722 $ 81 Net loss — ( 313 ) — — ( 313 ) ( 3 ) Issuance of common OP units to Host Inc. for comprehensive stock plans, net — 6 — — 6 — Changes in ownership and other — ( 3 ) — — ( 3 ) 2 Other comprehensive loss — — ( 5 ) — ( 5 ) — Balance, September 30, 2020 $ 1 $ 6,480 $ ( 79 ) $ 5 $ 6,407 $ 80 Share Repurchases As of September 30, 2021, we have $ 371 million available for repurchase under our common share repurchase program. In accordance with the restrictions in our amended credit facility, there have been no share repurchases year-to-date in 2021. Issuance of Common Stock On May 6, 2021, we entered into a distribution agreement with J. P. Morgan Securities LLC, BofA Securities, Inc., BTIG, LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC, as sales agents, pursuant to which we may issue and sell, from time to time, shares having an aggregate offering price of up to $ 600 million. The sales will be made in “at the market” offerings under the SEC rules. We may sell shares of Host Inc. common stock under this program from time to time based on market conditions, although we are not under an obligation to sell any shares. No shares were issued during the third quarter. Year-to-date, we have issued approximately 7.8 million shares under the program at an average price of $ 17.99 per share, for net proceeds of approximately $ 138 million. In connection with the common stock issuance by Host Inc., Host L.P. issued 7.6 million common OP units to Host Inc. At September 30, 2021, there was $ 460 million of remaining capacity under the agreement. Dividends/Distributions As part of our response to the COVID-19 pandemic and in order to preserve cash and future financial flexibility, we have suspended our regular quarterly common cash dividends. Additionally, based on the terms of the credit facility amendments, we are restricted from paying a quarterly common cash dividend in excess of $ 0.01 per share during the Covenant Relief Period, unless a higher amount is required to allow Host Inc. to maintain its REIT status or to avoid the payment of corporate income or excise taxes, until after the covenant waiver period expires. Subsequent to quarter end, we terminated the Covenant Relief Period early, as we met the minimum fixed charge coverage ratio required for our first phase-in quarterly test period. |