EXHIBIT 1
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[FOUR SEASONS HOTELS INC. LOGO]
FOUR SEASONS HOTELS INC.
FORM 51-102F2
ANNUAL INFORMATION FORM
April 12, 2004
TABLE OF CONTENTS
Page
Business of Four Seasons.......................................................1
Management Operations..........................................................2
Hotels and Resorts.........................................................2
Management.............................................................2
Sales, Marketing, Advertising and Reservations.........................3
Residence Clubs and Other Branded Residential Properties...................3
Management Resources.......................................................4
Employees..................................................................4
Ownership Operations...........................................................4
Intellectual Property..........................................................5
Business and Growth Strategy...................................................5
Growth from Existing Properties............................................6
RevPAR Statistics -- Core Hotels...........................................6
New Hotel and Resort Opportunities.........................................6
Residence Clubs and Other Branded Residential Properties...................7
Capital Deployment.........................................................7
Competitive Strengths..........................................................7
Strong Brand Recognition...................................................7
Superior Hotel Operating Results...........................................8
Strategic Relationships....................................................8
Management Focus...........................................................8
Global Presence............................................................8
Strong Management Team.....................................................9
Four Seasons Portfolio.........................................................9
Descriptions of Hotels, Resorts and Residence Clubs........................9
Properties under Construction or Development..............................13
Summary Hotel Operating Data..................................................15
Risk Factors..................................................................17
Geopolitical, Economic and Lodging Industry Conditions....................17
Competition...............................................................18
Dependence on Management Agreements.......................................18
Dependence on Property Owners.............................................19
Risk Associated with Expansion, Growth and New Construction...............19
Investments in and Advances to Managed and Owned Properties...............19
Debt Rating Risks.........................................................20
Government Regulation.....................................................20
Political Risk............................................................21
Insurance.................................................................21
Legal Proceedings.........................................................21
Currency Exposure.........................................................22
Seasonality...............................................................22
Intellectual Property.....................................................22
Risks Associated with Residence Club Business.............................23
Dependence on Key Employees...............................................23
Corporate Information.........................................................23
Description of Share Capital..............................................23
Dividends.............................................................23
Rights on Dissolution.................................................23
(i)
Voting Rights.........................................................24
Take-Over Bid Protection..............................................24
Conversion............................................................25
Modifications, Subdivisions and Consolidation.........................25
Transfer Agent and Registrar..............................................25
Market for Securities.....................................................25
Dividend Policy...........................................................25
Directors and Officers........................................................26
Corporate Chart...............................................................29
Additional Information........................................................29
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FORWARD LOOKING STATEMENTS
This document contains "forward-looking statements" within the meaning
of federal securities laws, including RevPAR, profit margin and earning trends;
statements concerning the number of lodging properties expected to be added in
this and future years; expected investment spending; and similar statements
concerning anticipated future events results, circumstances, performance or
expectations that are not historical facts. These statements are not guarantees
of future performance and are subject to numerous risks and uncertainties,
including those described in this document. Those risks and uncertainties
include the rate and extent of the current economic recovery and the rate and
extent of the lodging industry's recovery from the terrorist attacks of
September 11, 2001, Severe Acute Respiratory Syndrome (SARS), the civil unrest
in Iraq and elsewhere, supply and demand changes for hotel rooms and residential
properties, competitive conditions in the lodging industry, relationships with
clients and property owners, and the availability of capital to finance growth.
Many of these risks and uncertainties can affect our actual results and could
cause our actual results to differ materially from those expressed or implied in
any forward-looking statement made by us or on our behalf. These statements are
made as of the date of this document and, except as required by applicable law,
we undertake no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
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All amounts referred to in this document are in Canadian dollars unless
otherwise noted. This document contains references to our Consolidated Financial
Statements for the years ended December 31, 2003 and 2002 and related
Management's Discussion and Analysis, which are available on SEDAR at
www.sedar.com.
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(ii)
FOUR SEASONS HOTELS INC.
Four Seasons Hotels Inc. was incorporated under the Business Corporations Act
(Ontario) on January 6, 1978.(1) Our registered and principal office is located
at 1165 Leslie Street, Toronto, Ontario, Canada M3C 2K8. Our Limited Voting
Shares are listed on the Toronto Stock Exchange under the symbol FSH and on the
New York Stock Exchange under the symbol FS.
BUSINESS OF FOUR SEASONS
Four Seasons is one of the world's leading managers of luxury hotels and
resorts. We manage 62 luxury hotel and resort properties (containing
approximately 16,000 guest rooms) and three Residence Clubs. (Interval and
fractional ownership projects that are known as "Four Seasons Residence Clubs"
are referred to as "Residence Clubs.") These properties are operated primarily
under the Four Seasons and Regent brand names in principal cities and resort
destinations in 29 countries in North America, the Caribbean, Europe, Asia,
Australia, the Middle East and South America. In addition, 25 properties to be
operated under the Four Seasons brand name are under construction or development
in a further nine countries around the world. Nine of these new properties are
to include a Residence Club or other residential component. (For a chart
summarizing the hotels, resorts, Residence Clubs and Four Seasons branded
residential projects that are managed by us and under construction or
development to be managed by us see "Four Seasons Portfolio".) Our goal is to
offer business and leisure travelers the finest accommodation in each
destination in which we operate.
We earn income primarily from management, and to a significantly lesser
extent, ownership operations. Under our management agreements, we generally
supervise all aspects of the day-to-day operations of each hotel and resort on
behalf of its owner, including sales and marketing, advertising, reservations,
accounting, purchasing, budgeting and the hiring, training and supervising of
staff. In addition, we generally provide owners with strategic management
services, assistance with the sourcing of financing and development of new
hotels and resorts, advice with respect to the design and construction of new or
renovated hotels and resorts, assistance with the refurbishment of hotels and
resorts, support and advice with respect to management information technology
systems and database applications, and a centralized purchasing system for
goods. For providing these services, we generally receive a variety of fees,
including a base fee, an incentive fee, a sales and marketing charge, an
advertising charge, a reservation charge, and purchasing and pre-opening fees.
The base fee is calculated as a percentage of the gross revenues of the
property. We also may receive incentive fees based on the property's operating
performance. (See "Management Operations".)
To further capitalize on the value of the Four Seasons brand, we license and
manage Residence Clubs and other Four Seasons branded residential projects. We
generally receive fees for the use of the Four Seasons brand in connection with
the sale of the interests in these projects and for services provided in the
oversight of the sales and marketing activities. In addition, we receive fees
from the owners of the interests for services provided in the ongoing management
of these projects.
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(1) The articles of Four Seasons Hotels Inc. were restated in 1986 to
consolidate prior amendments and were amended in 1989 to subdivide each
Subordinate Voting Share and each Multiple Voting Share on a 2:1 basis and
to create an unlimited number of special shares designated as First
Preference Shares and Second Preference Shares. In 1996 the articles were
further amended to re-designate the Subordinate Voting Shares as Limited
Voting Shares and to create 4,171,924 special shares designated as Variable
Multiple Voting Shares, which replaced and have substantially the same
rights, privileges, restrictions and conditions as did the Multiple Voting
Shares, except that the number of votes per Variable Multiple Voting Share
generally increases as Limited Voting Shares are issued and dividends on
the Variable Multiple Voting Shares will be in an amount per share equal to
50% of the dividends per Limited Voting Share.
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As part of our business strategy, we make investments in, or advances
in respect of or to owners of, properties with a view to obtaining new
management agreements or enhancing existing management agreements where the
overall economic return justifies the investment or loan. We generally seek to
limit our total long-term capital exposure to no more than 20% of the total
equity required for a property and typically can choose to have our ownership
interest diluted if additional capital is required. We attempt to structure our
ownership interests separately from our management interests to enable us to
dispose of ownership interests as opportunities arise, without affecting our
management interests.
MANAGEMENT OPERATIONS
HOTELS AND RESORTS
Management
We generally manage our hotels and resorts on behalf of our property owners
pursuant to separate management agreements for each property. Under these
management agreements, we generally oversee, as agent for the property owner,
all aspects of the day-to-day operations of each hotel and resort on behalf of
the owner, including hiring, training and supervising staff, maintaining sales
and marketing, as well as advertising, efforts and providing accounting,
purchasing and budgeting functions, providing support for management information
technology systems and database applications, and providing for the safekeeping,
repair and maintenance of physical assets. We perform these services within the
guidelines contained in annual operating and capital plans that are submitted to
the owners of the hotels and resorts during the last quarter of the preceding
year for their review and approval. For these services, we generally earn a
number of fees including base fees equal to a percentage of gross revenues and
incentive fees based on the profits of the hotel or resort.
We have the ability to earn incentive fees in 58 of the 62 hotels and resorts
under our management. These incentive fees are based on the profits of the hotel
or resort as determined in accordance with the relevant management agreement.
Incentive fees were earned from 33 of our 60 hotels and resorts under management
during 2003, as compared to 33 of our 57 hotels and resorts under management in
2002.
We generally supervise purchasing at the hotels and resorts that we manage in
order to maintain a uniform quality of goods purchased and to control hotel
operating costs. We maintain a centralized purchasing system and receive a fee
calculated as a percentage of the cost of goods purchased when this system is
utilized by the hotels and resorts under management.
Although the hotel and resort owners are generally responsible for financing
and managing the development of the hotels and resorts, we typically play a
significant pre-opening role. We provide advice with respect to the design,
construction and fitting out specifications of the hotels and resorts during the
development stage to ensure that they meet Four Seasons' standards and earn a
variety of fees for these pre-opening services. We may also assist owners in
connection with the refurbishment of the hotels and resorts after opening in
return for a refurbishing fee.
Under our management agreements, the hotel or resort owner is responsible for
funding the hotel or resort's operating costs, capital expenditures and working
capital requirements, including the salaries and benefits of all employees. The
owner typically is required to set aside a percentage of the gross revenue of
the hotel or resort each year as a reserve for capital expenditures. Such
percentages typically range from 3% to 5% of hotel or resort annual gross
revenues. We propose an operating plan and capital expenditure budget to the
owner for approval on an annual basis. All structural changes, major
refurbishing programs and major repairs generally require the separate approval
of owners prior to implementation and may be carried out by us or a third party.
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Total fee revenues are geographically diversified around the world. The
United States is the only geographic segment which contributed in excess of 40%
of all our fee revenues in 2003. The diversification of our fee revenues has
increased significantly over the past 10 years. With the opening of hotels and
resorts currently under construction and development around the world, we expect
greater diversification of fee revenues in the future.
Sales, Marketing, Advertising and Reservations
We are responsible for the development of overall sales and marketing
strategies for our portfolio of branded hotels and resorts, which include
enhancing international awareness of the Four Seasons brand and developing local
market potential for specific hotels and resorts. Our marketing efforts are
coordinated through our headquarters in Toronto and are targeted at the luxury
segment of the market worldwide. Our customer mix consists of business
travelers, groups (including corporate and incentive), and leisure travelers.
These customer segments accounted for an estimated 32%, 32% and 36%,
respectively, of total room nights in 2003. Our corporate marketing staff also
oversees the planning and implementation of hotel and resort marketing programs
and organizes the training and development programs for the global sales force
and the hotel sales and marketing staff. We also provide supplementary oversight
sales support to all of the Regent hotels that we manage (see "Intellectual
Property") with core marketing services for the Regent brand being provided by
Carlson Hospitality Group of Minneapolis.
We have a global sales force of approximately 108 people in 14 integrated
sales offices in Atlanta, Bahrain, Chicago, Dallas, Frankfurt, Hong Kong,
London, Los Angeles, New York, Singapore, Sydney, Tokyo, San Francisco and
Washington, D.C. Key objectives of our sales force are to attract groups and
corporate business travelers for the hotels and resorts, as well as to establish
personal contact with nationally recognized travel agencies. In addition, a
total of over 385 salespeople are employed locally at hotels and resorts that we
manage. Our local marketing strategy is concentrated on developing rooms and
food and beverage business for hotels and resorts locally and regionally, and
promoting the hotel or resort as a centre of community activity with a view to
increasing revenues from local sources.
We also provide an international corporate advertising program that develops
and places advertising for Four Seasons branded hotels and resorts and oversees
the promotional programs for each hotel or resort. Our advertisements are
designed to enhance consumer awareness of our luxury service and the value that
such services provide to the business and leisure traveler.
We staff one reservation centre for all Four Seasons branded hotels and
resorts, while Carlson Hospitality Group provides core reservation services for
the Regent hotels. In addition, our global reservation service system provides
reservation services in the local language in 28 markets in major North
American, Asian and European cities. Electronic reservations are another key
part of our global distribution network, as our reservation systems are fully
integrated with international airline booking systems. The Internet is a growing
distribution channel which is supported by our website - www.fourseasons.com.
Our website accepts on-line reservations and also refers guests to other
reservation channels.
We receive corporate sales and marketing charges, centralized reservation
service charges and corporate advertising charges from our hotels and resorts,
thereby enabling us to recover substantially all of the costs of providing these
services.
RESIDENCE CLUBS AND OTHER BRANDED RESIDENTIAL PROPERTIES
We manage the Residence Clubs and other Four Seasons branded and serviced
residential projects pursuant to management agreements under which we oversee
the management of the day-to-day operations of the completed projects and for
which we receive an ongoing management fee from the owners of interests. We also
oversee the sales and marketing of the Residence Club interests and are
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responsible for the branding of the Residence Clubs and the other Four Seasons
branded residential projects. For these services we receive fees generally based
on a percentage of the gross selling price of the interests.
MANAGEMENT RESOURCES
Each of our properties is managed by a General Manager and supported by a
Regional Vice President (who is also a General Manager), and other corporate
Vice Presidents. The size of each property's management team and its hourly
staff varies, based on the size and business volume of the particular property.
Property management monitors staffing levels on an ongoing basis to optimize
service standards and labour productivity.
A General Manager is responsible for supervising the day-to-day operations
of a single property, is a full-time employee at that property, and is
compensated in part based on the operational performance of that property. Our
General Managers report directly to one of 16 Regional Vice Presidents or
directly to a Senior Vice President, Operations, the President Europe/Middle
East, or the Executive Vice-President, Operations. Area Directors of Finance and
Regional IT Directors, each of whom is a full-time employee at a property that
we manage, also devote a portion of their time to regional activities and
providing assistance to other properties that we manage. Corporate Area
Directors or Vice-Presidents of Human Resources and Marketing complete each
regional support team. We believe that our regional management structure is a
key component in our ability to deliver and maintain the highest and most
consistent standards of product quality and service at each of our properties in
a cost effective manner, especially as we expand globally.
From the corporate level, we provide each of our properties with the
benefits of management services delivered by our network of highly experienced
executives, corporate personnel and area managers. We also provide or arrange
assistance and training to each property's employees for administration,
operations, rooms and guest service, reservations, maintenance and engineering,
human resources and benefits. Other services arranged by us include advice and
assistance with accounting, tax, legal, risk management, treasury, information
technology, internal audit and credit services.
EMPLOYEES
We directly employ and are financially responsible for approximately 440
people at the various corporate offices, the worldwide sales offices and the
central reservations offices. In addition, there are approximately 28,450
employees located at the 62 hotels and resorts and three Residence Clubs that we
manage. All costs relating to property-based employees, including wages,
salaries and health and insurance benefits, are the responsibility of the
property owners and are generally paid out of the operating cash flow of the
property. Management and corporate staff share responsibility for the selection
and training of property-based employees and for ensuring, through progressive
career development, an adequate supply of mobile, qualified and experienced
staff to match the growth of our operations internationally. Maintenance of
employee communication, motivation and morale at high levels is necessary to
meet the expectations of our clientele. In this context, we have devoted
significant effort to developing customized hiring practices, training and
career development programs and approaches.
Employees at 20 hotels and resorts that we manage are covered by collective
bargaining agreements.
OWNERSHIP OPERATIONS
We hold ownership interests in, or have made advances in respect of or to,
27 of the 62 hotels and resorts and all three of the Residence Clubs that we
currently manage, including a 100% leasehold interest in each of The Pierre in
New York, Four Seasons Hotel Vancouver and Four Seasons Hotel Berlin and an
approximately 71% freehold interest in Four Seasons Residence Club Scottsdale at
Troon North. We
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hold secured cash flow loans in connection with Four Seasons Hotel London(2)
and have advances outstanding in connection with various properties including
Four Seasons Hotel George V Paris, Four Seasons Hotel Sydney, Four Seasons Hotel
San Francisco and Four Seasons Resort Nevis.
We work closely with owners and investors in developing new properties and
acquiring existing luxury properties that we will manage. To the extent
required, we will make investments or advances to secure long-term management
contracts with a view to expanding or enhancing our management business and
where we believe the overall economic return to us justifies the investment or
advance. We generally seek to limit our total long-term capital exposure to no
more than 20% of the total equity required for a property. We structure our
investments to be able to have our interest diluted if additional capital is
required. We attempt to structure our ownership interests separately from our
management interests so as to be able to dispose of an ownership interest as
sale opportunities arise, without affecting our management interests.
INTELLECTUAL PROPERTY
In the highly competitive service industry in which we operate, trade names,
trademarks, service marks and logos are very important in the sales and
marketing of those services. We have a significant number of trade names,
trademarks, service marks and logos, and significant time and effort are
expended each year on surveillance, registration and protection of our trade
names, trademarks, service marks and logos, which we believe have become
synonymous in the lodging industry with a standard of attention to detail and an
unwavering dedication to excellence.
We have an arrangement with Carlson Hospitality Group pursuant to which
Carlson owns and has the exclusive right to use the Regent name, and related
names, trademarks, service marks and logos for new development. Pursuant to this
arrangement we retain the right to use the Regent name and related marks and
logos at the five Regent properties we manage and, in consideration for the
transfer of the ownership rights in the Regent name and related marks and logos,
we receive fixed annual payments from Carlson. The costs associated with the
maintenance of the Regent brand and marks are the obligation of Carlson.
BUSINESS AND GROWTH STRATEGY
Our core business strategy continues to be to enhance our industry
position and overall profitability through a focused, international expansion
program that capitalizes on the strengths of our core management operations and
the value of our brand name. We intend to continue to focus on growth and to
seek to utilize our competitive strengths to increase earnings, cash flow,
property owners' returns, and shareholder value by continuing to improve the
operating performance of our existing property portfolio, by generating
profitable growth through the acquisition of new management contracts and by
capitalizing on opportunities to leverage our luxury brand name through
compatible business extensions such as Residence Clubs and other Four Seasons
branded residential products.
We believe that the strength of our brand name, our global marketing
presence and our operational expertise result in average room revenue per
available room (RevPAR)(3) premiums and strong operating
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(2) See note 3(a) and (b) to Four Seasons' consolidated financial statements.
(3) RevPAR is defined as average room revenue per available room. RevPAR is
a commonly used indicator of market performance for hotels and resorts and
represents the combination of the average daily room rate and the average
occupancy rate achieved during the period. RevPAR does not include food and
beverage or other ancillary revenues generated by a hotel or resort. RevPAR
is the most commonly used measure in the lodging industry to measure the
period-over-period performance of comparable properties.
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profitability for luxury hotels and resorts that we manage and provide us with a
competitive advantage in obtaining new management contracts worldwide. RevPAR
for Core Hotels(4) in the United States during 2003 was US$224, 143% higher than
the RevPAR of the United States luxury segment as compiled by Smith Travel
Research.
Since 2001, the travel industry worldwide has been operating in a challenging
environment. Further tumultuous events for the travel industry occurred in the
first half of 2003: war in Iraq, acts of terrorism and Severe Acute Respiratory
Syndrome (SARS). The impact of these factors, in addition to a weak global
economic environment, had a significant negative impact on travel demand
throughout the world. In particular, the impact of SARS on the properties that
we manage in Asia and Canada was more dramatic than any other single event we
have experienced in those regions.
GROWTH FROM EXISTING PROPERTIES
We believe opportunities will exist for growth within our existing and newly
opened properties by increasing overall market share and RevPAR, thereby
improving the properties' profitability and, in turn, our fee revenues and
ownership earnings. From 2002 to 2003, on a US dollar basis, RevPAR for all Core
Hotels increased by 2%. During this period, on a US dollar basis, RevPAR for
Core Hotels in the United States and Europe/Middle East increased 2.9% and 7.5%,
respectively, RevPAR for Core Hotels in Asia/Pacific decreased 9.2%, and RevPAR
for Core Hotels in Other Americas/Caribbean remained essentially unchanged. On a
local currency basis, as compared to 2002, RevPAR for Europe/Middle East and
Asia/Pacific Core Hotels decreased 5.1% and 15.6%, respectively, while RevPAR
for Core Hotels in Other Americas/Caribbean increased 0.9%.
RevPAR STATISTICS -- CORE HOTELS (5)
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REGION OCCUPANCY AVERAGE ROOM RATE RevPAR
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(In US$) 2003 2002 2003 2002 2003 2002
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Worldwide 62.5% 63.9% $304 $292 $190 $186
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United States 67.6% 66.6% $331 $327 $224 $218
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Other Americas/Caribbean 56.1% 58.8% $271 $258 $152 $152
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Asia/Pacific 57.5% 63.9% $165 $164 $95 $105
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Europe/Middle East 56.4% 58.4% $422 $380 $238 $222
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NEW HOTEL AND RESORT OPPORTUNITIES
Having established a network of luxury hotels in many of the world's key
financial centres, future expansion is expected to occur primarily in locations
that satisfy our objectives of better servicing the travel needs of our existing
customer base and attracting new international business travelers to our managed
hotels and resorts worldwide. We expect that future growth will primarily be in
the form of new hotels and resorts, or the conversion of existing hotels and
resorts, in Europe, the Middle East, South America and Asia/India, as well as
selected urban and resort locations in the United States and the Caribbean. We
plan to increase the number of resorts that we manage in order to serve the
leisure travel
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(4) The term "Core Hotels" means hotels and resorts under management
for the full year of both 2003 and 2002. Changes from the 2002/2001 Core
Hotels are the additions of Four Seasons Hotel San Francisco, Four Seasons
Hotel Dublin, Four Seasons Hotel Buenos Aires and Four Seasons Resort
Carmelo, and the deletion of Four Seasons Olympic Hotel Seattle.
(5) See "Summary Hotel Operating Data".
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needs of our customers, which is expected to reduce the seasonality of our cash
flows. We currently have 26 new properties under construction or development and
are evaluating numerous other management opportunities in various locations
around the world.
We believe that we will continue to have the opportunity to consider
and enter into appropriate new hotel and resort management agreements as a
result of our competitive strengths. In 2003, we began operations at Four
Seasons Hotel Riyadh, Four Seasons Hotel Miami, Four Seasons Resort Jackson Hole
and Four Seasons Resort Great Exuma at Emerald Bay, and in early 2004, we began
operations at Four Seasons Resort Costa Rica and Four Seasons Resort Provence at
Terre Blanche. We also expect to begin operating seven additional hotels and
resorts in 2004 or early 2005. (For details on these and other hotels and
resorts under construction or advanced stages of development, see "Four Seasons
Portfolio -- Properties under Construction or Development".)
RESIDENCE CLUBS AND OTHER BRANDED RESIDENTIAL PROPERTIES
As part of our program to capitalize on the value of the Four Seasons brand,
we have embarked on opportunities such as additional Residence Clubs and other
branded and serviced residential projects. Typically, these residential projects
will be integrated with our managed hotels and resorts. (See discussion under
"Management Operations -- Residence Clubs and Other Branded Residential
Properties".) During 2003, interests were available for initial sale in
Residence Clubs or other branded and serviced residential projects in Aviara,
California; Scottsdale, Arizona; Punta Mita, Mexico; San Francisco, California;
Nevis, West Indies; Jackson Hole, Wyoming; Miami, Florida; Great Exuma, the
Bahamas; and Whistler, British Columbia. We anticipate pursuing similar
initiatives in a number of our future resort and urban developments.
CAPITAL DEPLOYMENT
Consistent with our business strategy, we do not generally require large
amounts of capital to maintain existing management agreements or our ownership
positions, which are typically minority interests. As a result, in 2003, we
utilized a majority of the operating cash flow to make investments that allowed
us to obtain new or enhanced management agreements. As at December 31, 2003 we
had $170.7 million in cash and cash equivalents and additional financing
available under our bank credit facilities. (For details of those credit
facilities see "Liquidity and Capital Resources" in Management's Discussion and
Analysis.)
COMPETITIVE STRENGTHS
The hotel industry is highly competitive. We believe that our competitive
position is strengthened by the barriers to entry into the luxury segment of the
hotel management business. Those barriers to entry include the time and
significant capital resources required to establish a well recognized and
respected luxury brand name and to obtain management contracts for luxury
properties in strategic markets worldwide. We also believe that we have
developed a unique service culture, depth of management expertise, and multiple
capital resources over our more than 40-year history that would be difficult for
others to replicate.
STRONG BRAND RECOGNITION
Our properties are widely recognized for the exceptional quality of their
guest facilities, service and atmosphere, and have been named more frequently
than any other competitor among the world's best hotels and travel experiences
by Institutional Investor, Conde Nast Traveler, AAA Five Diamond, Zagat and
others. We believe that our brand name recognition cannot easily be replicated
by others, as it is dependent upon the establishment of a global chain of unique
properties of the highest quality.
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SUPERIOR HOTEL OPERATING RESULTS
We generally achieve RevPAR and operating profit margins for hotels and
resorts that we manage that are above the average achieved in the luxury segment
of the lodging industry. We believe that we attract owners and developers of
luxury hotels and resorts worldwide as a result of the superior financial
performance of the hotels and resorts that we manage.
STRATEGIC RELATIONSHIPS
Strategic relationships are an important source of financing for the
development opportunities required to expand our management operations. We have
established relationships with numerous institutional and private equity sources
that invest in and develop luxury properties. Several of the existing owners
have an ownership interest in more than one Four Seasons hotel or resort,
including three owners that have interests in either four or five properties.
In 1994, a company controlled by His Royal Highness Prince Alwaleed Bin Talal
Bin Abdulaziz Al Saud purchased a significant minority position in Four Seasons
Hotels Inc. Prince Alwaleed or companies controlled by him (collectively,
"Kingdom"), own a majority interest in Four Seasons Hotel London, Four Seasons
Hotel George V Paris and Four Seasons Hotel Riyadh, with Four Seasons having
made advances in respect of the former two hotels. Kingdom also holds minority
interests in the Four Seasons Resort Aviara, California, Four Seasons Hotel
Amman, and Four Seasons Resort Sharm el Sheikh and has invested, or is expected
to make investments, in a number of additional properties at various stages of
development that we expect to manage under the Four Seasons brand name, such as
the Four Seasons hotels or resorts being developed in Cairo, Alexandria,
Damascus, Beirut and Geneva. All of our transactions with Kingdom are conducted
at arm's length.
MANAGEMENT FOCUS
We are principally a global hotel and resort management company. Management
agreements for the hotels and resorts that we manage generally are long-term,
having an average remaining term of approximately 52 years, including extension
periods available at our option. The average term of the management contracts
for the eight new properties expected to open in 2004 or early in 2005 is 63
years. (For a chart summarizing, among other things, the hotels and resorts
under construction or development by Four Seasons that are expected to open in
2004 or early 2005 see "Four Seasons Portfolio -- Properties under Construction
or Development".)
GLOBAL PRESENCE
We manage a global portfolio of 62 luxury hotels and resorts and three
Residence Clubs in 29 countries in North America, the Caribbean, Europe, Asia,
Australia, the Middle East and South America. Twenty-five additional properties
to be operated under the Four Seasons name are under construction or development
in a further ten countries around the world. Nine of these new properties are to
include a Residence Club or other residential component. Hotels that we
currently manage are located in major international financial centres, such as
London, New York, Paris, Chicago, Washington, Los Angeles, Tokyo, Milan,
Shanghai, Singapore, Toronto and Sydney, as well as in emerging international
markets, such as Dublin and Mexico City. We also manage resorts in world-class
destinations, such as California, Hawaii, Nevis, Mexico and Bali, and have
Residence Clubs in active sales and operation in California, Arizona and
Wyoming. We anticipate that we will continue to expand in urban and resort
destinations where consumer demand warrants a luxury property. In 2003,
approximately 55%, 12%, 22% and 11% of our management revenues were derived from
hotels and resorts in the United States, Asia/Pacific, Europe/Middle East, and
Other Americas/Caribbean, respectively. We maintain a fully integrated global
reservation and sales office system that provides international sales coverage
for our properties.
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STRONG MANAGEMENT TEAM
Our corporate executive management team consists of 9 individuals who are
responsible for our global strategic direction and who have an average of
approximately 22 years of experience with us. This team is supported by 26
corporate Vice Presidents, who are responsible for various aspects of our daily
operations, as well as by 64 General Managers and Regional Vice Presidents, who
together have an average of approximately 15 years of experience with us. We
have a fundamental strategy of developing our senior management team, to the
extent possible, from within in order to ensure consistency of our service
culture and work ethic.
FOUR SEASONS PORTFOLIO
Our properties are comprised of luxury hotels, resorts, Residence Clubs and
other serviced and branded residential projects whose target customers are
principally business travelers, corporate and incentive groups and discerning
leisure travelers. Our urban hotels generally are centrally located in the
commercial and financial districts of the world's leading cities in North
America, South America, Asia, Europe and the Middle East. Our luxury resorts,
Residence Clubs and other serviced and branded residential projects are located
in world-class leisure destinations and provide extensive recreational and
meeting facilities to attract upscale leisure travelers and groups.
DESCRIPTION OF HOTELS, RESORTS AND RESIDENCE CLUBS
The following chart provides an overview of the properties currently managed by
Four Seasons:
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APPROXIMATE
NUMBER OF APPROXIMATE
ROOMS/UNITS EQUITY INTEREST (1)
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UNITED STATES
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Four Seasons Hotel Atlanta, Georgia 244 --
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Four Seasons Hotel Austin, Texas 291 --
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Four Seasons Resort Aviara, California 329 7.3% (2)
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Four Seasons Residence Club Aviara, California 120 7.3% (2)
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The Regent Beverly Wilshire (Beverly Hills), California 395 --
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Four Seasons Biltmore Resort (Santa Barbara), California 213 --
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Four Seasons Hotel Boston, Massachusetts (3) 272 --
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Four Seasons Hotel Chicago, Illinois 343 --
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The Ritz-Carlton Hotel Chicago, Illinois 435 --
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Four Seasons Hotel Houston, Texas (3) 404 --
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Four Seasons Resort Hualalai at Historic Ka'upulehu, Hawaii 243 --
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Four Seasons Resort Jackson Hole, Wyoming (3) 124 10% (2)
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Four Seasons Residence Club Jackson Hole, Wyoming 16 (4) 10% (2)
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Four Seasons Resort and Club Dallas at Las Colinas, Texas 357 --
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Four Seasons Hotel Las Vegas, Nevada 424 --
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Four Seasons Hotel Los Angeles, California 285 -- (5)
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Four Seasons Resort Maui at Wailea, Hawaii 377 --
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Four Seasons Hotel Miami, Florida 221 4.5% (2)
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Four Seasons Hotel Newport Beach, California 295 --
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Four Seasons Hotel New York, New York 368 --
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Four Seasons Resort Palm Beach, Florida 210 --
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APPROXIMATE
NUMBER OF APPROXIMATE
ROOMS/UNITS EQUITY INTEREST (1)
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Four Seasons Hotel Philadelphia, Pennsylvania 364 --
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The Pierre in New York, New York 201 (6) 100% (7)
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Four Seasons Hotel San Francisco, California (3) 277 --
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Four Seasons Resort Scottsdale at Troon North, Arizona 210 3.9% (2)(5)(8)
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Four Seasons Residence Club Scottsdale at Troon North, Arizona 44 71% (2)(5)(9)
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Four Seasons Hotel Washington, District of Columbia 263 --
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OTHER AMERICAS/CARIBBEAN
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Four Seasons Hotel Buenos Aires, Argentina 158 --
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Four Seasons Hotel Caracas, Venezuela (3)(10) 212 -- (5)
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Four Seasons Resort Carmelo, Uruguay 44 --
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Four Seasons Resort Costa Rica at Peninsula Papagayo, Costa Rica (3) 153 11.9% (7)
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Four Seasons Resort Great Exuma at Emerald Bay, The Bahamas (3) 183 --
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Four Seasons Hotel Mexico City, Mexico 240 --
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Four Seasons Resort Nevis, West Indies (3) 196 --
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Four Seasons Resort Punta Mita, Mexico (3) 140 --
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Four Seasons Hotel Toronto, Ontario, Canada 380 --
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Four Seasons Hotel Vancouver, British Columbia, Canada 376 100% (7)
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ASIA/PACIFIC
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Four Seasons Resort Bali at Jimbaran Bay, Indonesia 147 --
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Four Seasons Resort Bali at Sayan, Indonesia (3) 60 --
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Four Seasons Hotel Bangkok, Thailand (11) 340 --
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Four Seasons Resort Chiang Mai, Thailand (11) 80 --
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The Regent Jakarta, Indonesia (3) 365 2% (2)(12)
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The Regent Kuala Lumpur, Malaysia 468 --
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Four Seasons Resort Maldives at Kuda Huraa, Maldives 106 --
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Four Seasons Hotel Shanghai, People's Republic of China 439 21.2% (2)(5)(9)
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Four Seasons Hotel Singapore, Singapore 254 --
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The Regent Singapore, Singapore 441 --
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Four Seasons Hotel Sydney, Australia 531 15.2% (7)
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Grand Formosa Regent Taipei, Taiwan 538 --
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Four Seasons Hotel Tokyo at Chinzan-so, Japan 283 --
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Four Seasons Hotel Tokyo at Marunouchi, Japan 57 --
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EUROPE/MIDDLE EAST
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Four Seasons Hotel Amman, Jordan 193 8% (2)
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Four Seasons Hotel Berlin, Germany 204 100% (7)
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Four Seasons Hotel Cairo at The First Residence, Egypt (3) 269 --
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Four Seasons Hotel Dublin, Ireland 259 --
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Four Seasons Hotel Istanbul, Turkey 65 -- (13)
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Four Seasons Hotel The Ritz Lisbon, Portugal 282 --
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Four Seasons Hotel Canary Wharf, England 142 -- (14)
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Four Seasons Hotel London, England 220 12.5% (5)(7)(15)
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Four Seasons Hotel Milan, Italy 118 --
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Four Seasons Hotel George V Paris, France 245 --
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-10-
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APPROXIMATE
NUMBER OF APPROXIMATE
ROOMS/UNITS EQUITY INTEREST (1)
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Four Seasons Hotel Prague, Czech Republic 161 -- (5)
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Four Seasons Resort Provence at Terre Blanche, France 115 --
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Four Seasons Hotel Riyadh, Saudi Arabia 249 --
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Four Seasons Resort Sharm el Sheikh, Egypt (3) 136 --
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(1) In the ordinary course, we make investments in, or advances in
respect of or to owners of, properties to obtain new management
agreements or to enhance existing management agreements where we
believe the overall economic return to us will justify the investment
or advance. We generally seek to limit our total long-term capital
exposure to no more than 20% of the total equity required for a
property. For a description of our investments in, or advances in
respect of or to owners of properties, and other commitments in respect
of existing properties, including the equity investments listed in this
chart, see "Balance Sheet Review and Analysis" and "Liquidity and
Capital Resources" in Management's Discussion and Analysis.
(2) Freehold interest.
(3) This project includes, or is expected to include, a Four Seasons
Residence Club or a Four Seasons branded residential component.
(4) Four Seasons Residence Club Jackson Hole, Wyoming may have up to 40
units at full build out.
(5) In addition to providing management services to this property, we have
a funding commitment in respect of this property.
(6) Includes approximately 30 cooperative suites leased from individual
owners and operated as hotel rooms.
(7) Leasehold interest.
(8) We have a preferred profits interest derived from a previously
existing subordinated loan to the resort or property of approximately
US$10.6 million plus a loan to the hotel in the amount of US$5.6
million, which may be increased to reflect amounts funded for
completion of the resort or property.
(9) We anticipate that we will reduce our equity interest through a sale to
a third party.
(10) We are in a dispute with the owner of Four Seasons Hotel Caracas
regarding a variety of matters relating to the completion and ongoing
operation of the hotel, including the default of a US$5 million loan
owed to us. During the second quarter of 2003, we received a judgment
in the legal proceedings against the owner, which involved the
protection of our proprietary materials. The court found against the
owner on all matters, including illegal computer "hacking" and unlawful
and unauthorized use of our proprietary information, and ordered that
the owner pay to us damages totalling US$4.9 million, plus legal costs
and expenses of US$1.4 million. The owner has appealed the judgment
from the legal proceeding, but execution has not been stayed pending
appeal. We are moving to enforce the judgment from the legal proceeding
against the owner, but have not recorded any receivable arising from
the judgment as at December 31, 2003. In addition, the arbitration
hearing in respect of the other contractual breaches of the management
contract by the owner was completed during the third quarter of 2003
and a decision is pending.
(11) The Regent Bangkok and The Regent Chiang Mai were re-branded as
Four Seasons Hotel Bangkok and Four Seasons Resort Chiang Mai effective
December 15, 2003.
(12) The hotel was closed for repairs required due to extensive flooding
during the first quarter of 2002, and reopened on August 4, 2003.
-11-
(13) Subject to satisfaction of certain conditions, we may acquire an
18% leasehold interest in conjunction with a proposed expansion and
renovation of Four Seasons Hotel Istanbul.
(14) We have made a loan of (pound)3 million, which is convertible into
an equity interest in the hotel on the occurrence of certain events.
(15) Four Seasons Hotels Limited is the tenant of the land and premises
constituting Four Seasons Hotel London. FSHL has entered into a
sublease of the hotel with the entity on whose behalf we manage the
hotel. The annual rent payable by FSHL under the lease is the same as
the annual rent that is payable by the sub-tenant pursuant to the
sublease. Indirectly, we now hold a 12.5% ownership interest in the
sub-tenant.
-12-
PROPERTIES UNDER CONSTRUCTION OR DEVELOPMENT
We currently have 25 properties under construction or development that are to
be operated under the Four Seasons name. We expect nine of those properties to
include a Residence Club or other residential branded component. The following
table provides an overview of these properties:
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CAPITAL COMMITMENT
APPROXIMATE TOTAL CAPITAL NOT YET FUNDED
NUMBER OF COMMITMENT AS AT APRIL 1, 2004
HOTEL/RESORT/RESIDENCE CLUB AND LOCATION (1)(2) ROOMS/UNITS (IN MILLIONS) (IN MILLIONS)
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SCHEDULED 2004/2005 OPENINGS
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Four Seasons Hotel Gresham Palace Budapest, Hungary 175 (euro) 11.2 --
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Four Seasons Hotel Nile Plaza, Cairo, Egypt (3) 365 US$5 --
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Four Seasons Hotel Damascus, Syria 300 US$5 US$5
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Four Seasons Hotel Doha, Qatar 235 US$4 (4) US$4
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Four Seasons Hotel Geneva, Switzerland 110 US$19 US$19
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Four Seasons Hotel Hampshire, England 135 (pound)6.4 (5) (pound)6.4
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Four Seasons Hotel Hong Kong, Hong Kong (3) 390 -- --
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Four Seasons Hotel Istanbul at the Bosphorus, Turkey 170 US$9.5 (6) US$9
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Four Seasons Resort Lanai at Koele, Hawaii, USA 100 -- --
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Four Seasons Resort Lanai at Manele Bay, Hawaii, USA 250 -- --
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Four Seasons Resort Langkawi, Malaysia 90 -- --
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Four Seasons Hotel Palo Alto, California, USA 200 US$6.7 US$6.7
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Four Seasons Resort Whistler, British Columbia, 240 C$30 (5) C$24.1
Canada (7)(9)
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Four Seasons Private Residences Whistler, British 35 -- --
Columbia, Canada (7)(8)
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Beyond 2005
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Four Seasons Hotel Alexandria, Egypt (3) 120 -- --
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Four Seasons Hotel Baltimore, Maryland, USA (3) 200 US$5 US$5
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Four Seasons Hotel Beirut, Lebanon 230 US$5 US$5
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Four Seasons Resort Bora Bora, French Polynesia 100 US$6.5 (4) US$6.5
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Four Seasons Hotel Florence, Italy 115 (euro)10 (4) (euro)10
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Four Seasons Hotel Kuwait City, Kuwait 225 -- --
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Four Seasons Hotel Mumbai, India 200 US$5 US$5
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Four Seasons Resort Puerto Rico, Puerto Rico (3) 250 US$10 US$10
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Four Seasons Residence Club Punta Mita, Mexico (10) 35 US$36.8 US$35.8
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(1) Information concerning hotels, resorts and Residence Clubs or other
residential branded components under construction or under development
is based upon agreements and letters of intent and may change prior to
the completion of the project. We have estimated the dates of scheduled
openings based upon information
-13-
provided by the various developers. There can be no assurance that the
dates of scheduled openings will be achieved, that estimated capital
commitments will not change or that these projects will be completed.
In particular, where a property is scheduled to open near the end of a
year there is a greater possibility that the year of opening could be
changed.
(2) We have made an investment in Orlando, which we expect will
include a Four Seasons Residence Club and/or a Four Seasons branded
residential component. The financing for this project has not yet been
completed and therefore a scheduled opening date cannot be established
at this time. We have also made an investment in Sedona at Seven
Canyons in Arizona in connection with a potential Residence Club. The
developer is working on a plan to finalize that project, however, there
is no certainty that it will come to fruition as a Four Seasons
property.
(3) We expect this project to include a Four Seasons Residence Club and/or
a Four Seasons branded residential component.
(4) All or a portion of the capital commitment is to be provided by way
of an operating deficit loan that may or may not be required to be
funded. In the case of Four Seasons Hotel Doha, Four Seasons Hotel
Florence and Four Seasons Resort Bora Bora, we do not expect the
operating deficit loans that we are to provide to exceed US$4 million,
(euro)10 million and US$4 million, respectively, if they are funded.
(5) In the case of Four Seasons Hotel Hampshire and Four Seasons Resort
Whistler, we have letters of credit securing a portion of the capital
commitment expected to be funded.
(6) This capital commitment relates to our purchase of an equity interest
in Four Seasons Hotel Istanbul at the Bosphorus as well as Four Seasons
Hotel Istanbul.
(7) This project is a condominium hotel that will be subject to a mandatory
rental pool that we will manage and operate.
(8) Four Seasons Private Residences Whistler are under development
adjacent to Four Seasons Resort Whistler.
(9) We anticipate that we will reduce our equity interest through a sale
to a third party.
(10) Four Seasons Residence Club Punta Mita remains under development
adjacent to Four Seasons Resort Punta Mita.
-14-
SUMMARY HOTEL OPERATING DATA
The following table sets forth certain summary operating data in the years shown
for hotels and resorts that we manage.
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(Unaudited) 2003 2002 2001
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ALL MANAGED HOTELS
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Worldwide
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No. of properties 60 (1) 57 53
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No. of rooms 15,726 15,433 14,598
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United States
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No. of properties 24 23 23
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No. of rooms 7,145 7,248 7,248
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Other Americas/Caribbean
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No. of properties 9 (1) 8 8
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No. of rooms 1,929 (1) 1,762 1,762
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Asia/Pacific
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No. of properties 14 14 12
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No. of rooms 4,109 4,119 3,619
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Europe/Middle East
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No. of properties 13 (1) 12 10
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No. of rooms 2,543 (1) 2,304 1,969
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MANAGED HOTELS (EXCLUDING RECENTLY OPENED PROPERTIES) (2)
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Worldwide
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No. of properties 50 46 45
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No. of rooms 13,423 12,834 12,744
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Occupancy (3) 61.9% 64.6% 65.0%
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ADR (4) US$299 US$289 US$287
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RevPAR (5) US$185 US$187 US$187
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Gross operating margin (6) 26.7% 30.0% 32.1%
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United States
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No. of properties 22 22 22
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No. of rooms 6,800 6,971 6,971
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Occupancy (3) 67.6% 66.7% 67.1%
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ADR (4) US$331 US$321 US$331
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RevPAR (5) US$224 US$214 US$222
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Gross operating margin (6) 24.9% 28.0% 30.8%
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Other Americas/Caribbean
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No. of properties 7 5 4
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No. of rooms 1,534 1,341 1,145
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Occupancy (3) 56.1% 63.8% 64.3%
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ADR (4) US$271 US$261 US$220
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RevPAR (5) US$152 US$167 US$141
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Gross operating margin (6) 26.7% 30.9% 30.5%
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Asia/Pacific
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No. of properties 11 10 11
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No. of rooms 3,149 2,715 3,080
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Occupancy (3) 56.6% 63.9% 61.3%
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ADR (4) US$165 US$164 US$163
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RevPAR (5) US$93 US$105 US$100
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Gross operating margin (6) 29.5% 33.7% 35.5%
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-15-
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(Unaudited) 2003 2002 2001
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Europe/Middle East
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No. of properties 10 9 8
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No. of rooms 1,940 1,807 1,548
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Occupancy (3) 55.3% 58.4% 62.9%
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ADR (4) US$403 US$380 US$368
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RevPAR (5) US$223 US$222 US$231
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Gross operating margin (6) 31.4% 34.6% 36.2%
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(1) Since December 31, 2003, we commenced management of Four Seasons
Resort Costa Rica, which has 153 rooms and Four Seasons Resort Provence
at Terre Blanche, which has 115 rooms. These two properties are not
reflected in this table.
(2) Includes hotels and resorts that were fully open and that we
managed throughout a particular year and during the last quarter of the
prior year. This data is used when information for more than two years
is provided.
(3) Occupancy percentage is defined as the total number of rooms occupied
divided by the total number of rooms available.
(4) ADR is defined as average daily room rate per room occupied.
(5) RevPAR is defined as average room revenue per available room. RevPAR
is a commonly used indicator of market performance for hotels and
resorts and represents the combination of the average daily room rate
and the average occupancy rate achieved during the period. RevPAR does
not include food and beverage or other ancillary revenues generated by
a hotel or resort. RevPAR is the most commonly used measure in the
lodging industry to measure the period-over-period performance of
comparable properties.
(6) Gross operating margin represents gross operating profit as a
percentage of gross operating revenue.
-16-
RISK FACTORS
Our business is subject to many risks and uncertainties, including those
discussed below.
GEOPOLITICAL, ECONOMIC AND LODGING INDUSTRY CONDITIONS
We focus exclusively on the luxury segment of the lodging industry, which
is subject to operating risks inherent in the industry. These risks include,
among other things:
o changes in general, local and industry-specific economic and financial
conditions, such as the airline industry,
o periodic overbuilding in the industry or a specific market,
o varying levels of demand for rooms and related services (including food
and beverage and function space),
o competition from other properties,
o changes in travel patterns,
o the recurring need for renovation, refurbishment and improvement of
hotel and resort properties,
o changes in wages, benefits, prices, construction and maintenance,
insurance and operating costs that may result from inflation or
otherwise;
o government regulations,
o changes in taxes and interest rates,
o currency fluctuations,
o the availability and cost of financing for operating or capital
requirements,
o natural disasters,
o extreme weather conditions,
o labour disputes,
o contagious illness outbreaks (such as SARS), and
o war, civil unrest, terrorism, international conflict and political
instability, and their resulting effects on travel.
We operate and own luxury hotels and resorts and Residence Clubs and other
branded residential projects in many areas of the world and our revenues are
dependent upon the results of the individual properties. The conditions listed
above can have, and have from time to time had, a significant adverse impact
upon individual properties or particular regions. A period of economic recession
or downturn in any of the world's primary outbound travel markets could
materially and adversely affect, and have from time to time materially and
adversely affected, our business, results of operations and financial condition,
including fee revenue and ownership earnings. An economic downturn generally
affects ownership results to a significantly greater degree than management
results due to the high fixed costs associated with hotel ownership.
-17-
COMPETITION
The luxury segment of the hotel and resort industry is subject to intense
competition, both for guests and for the acquisition of new management
agreements. Competition for guests arises primarily from other luxury hotel
chains, individual luxury hotels and resorts and a limited number of luxury
properties operated by larger hotel chains. That competition is primarily based
on, among other things, brand name recognition, location, room rates and quality
of service and accommodations. Demographic, geographic and other changes in
specific market conditions could materially and adversely affect the convenience
or desirability of the locales in which hotels and resorts that we manage are
located.
We compete for management opportunities with other hotel operators. We
believe that our ability to obtain management agreements is based primarily on
the value and quality of our management services, brand name recognition and the
economic advantages to the hotel owner of retaining our management services and
using our brand name. We also believe that an owner's assessment of the economic
advantages of retaining our management services and using our brand name is, in
part, a function of the success of the hotels and resorts currently under
management by us. Competitive factors also include relationships with hotel
owners and investors, marketing support, reservation system capacity and the
ability to make investments that may be necessary to obtain management
agreements. Our failure to compete successfully for expansion opportunities or
to attract and maintain relationships with current hotel owners could materially
and adversely affect our business, results of operations and financial
condition.
DEPENDENCE ON MANAGEMENT AGREEMENTS
Management agreements expire and are renegotiated in the ordinary course, and
may in certain circumstances be subject to termination upon the occurrence of
specified events. Failure to obtain new management agreements or maintain
existing management agreements could materially and adversely affect our
business, results of operations and financial condition. We manage hotels and
resorts for various owners subject to the terms of each property's management
agreements. Those agreements generally can be terminated by the non-defaulting
party upon default in payment or unremedied failure to comply with the terms of
the agreements unless, in most cases, such default or unremedied failure was
caused by typical force majeure events. Most of the management agreements are
subject to performance tests that, if not met, could allow the agreements to be
terminated by the owner prior to the expiration of their respective terms. The
failure to maintain the standards specified in the agreement or to meet the
other terms and conditions of an agreement could result in the loss or
cancellation of a management agreement. Typically, but not in all cases, we have
certain rights to cure a default to avoid termination. Substantially all of the
management agreements include typical force majeure events, which, if they were
to occur would prevent the termination of the management agreements. Some
management agreements also can be terminated subject to a payment to us if the
property is sold by the owner to a new owner who does not wish to retain the
existing agreement.
In the event of bankruptcy involving a property and foreclosure, a management
agreement may be terminated in most jurisdictions, unless the lender has
executed a non-disturbance agreement that is enforceable under applicable
bankruptcy laws. We generally have non-disturbance agreements with the lenders
to owners of hotels and resorts that we manage. Where no non-disturbance
agreement is in place or where it is not enforceable under applicable bankruptcy
laws, the risk of loss of a management agreement increases where debt that
cannot be serviced adequately is incurred by the owner at the property level. In
some jurisdictions, particularly in the United States, management agreements
have been construed by courts to create an agency relationship that is
terminable by the owner, notwithstanding any provision of the agreement that
purports to make the agreement not terminable under such circumstances. In such
circumstances, we would generally have an unsecured claim for breach of contract
against the owner of the hotel or its trustee in bankruptcy.
-18-
Management agreements for hotels and resorts we manage currently have
remaining terms (including extension periods at our election) averaging
approximately 52 years. Renewal of management agreements at the end of their
term is the subject of negotiation between us and the relevant owners. There can
be no assurance that any particular management agreement or agreements will be
renewed or with respect to the terms and conditions of any renewal.
DEPENDENCE ON PROPERTY OWNERS
As a result of our strategic decision to focus on management as opposed to
ownership of hotel and resort properties, our growth opportunities are dependent
in part on our ability to establish and maintain satisfactory relationships and
enhance those relationships with existing and new property owners. Those growth
opportunities are also dependent on access to capital by these investors. In
2003, no owner had interests in any combination of hotels, resorts and Residence
Club properties managed by Four Seasons that represented in excess of 10% of our
total consolidated revenues. A failure by us to maintain satisfactory
relationships with any owner or owners of a significant number of properties
could have a material adverse effect on our business, results of operations and
financial condition.
RISK ASSOCIATED WITH EXPANSION, GROWTH AND NEW CONSTRUCTION
An element of our business strategy is to increase the number of hotels and
resorts under management. That expansion is dependent upon a number of factors,
including the identification of appropriate management opportunities, competing
successfully for the management agreements relating to those opportunities,
availability of financing for new developments and timely completion of
construction of new hotels and resorts (or the refurbishment of existing
properties) that are, or are to be, managed by us.
From time to time, the hotel industry has experienced periods during which
financial institutions generally have been reluctant to provide financing for
the construction of real estate properties, including hotels and resorts.
However, there can be no assurance that we will be able to obtain financing for
projects or that the terms on which such financing can be obtained will be
acceptable to us. The inability to obtain financing for a project could cause
cancellation of, or short-term interruption in, the progress or completion of
properties under construction or development.
Additionally, any construction project entails significant construction risks
that could delay or result in a substantial increase in the cost of
construction. The opening of newly constructed properties, in particular, is
contingent upon, among other things, receipt of all required licences, permits
and authorizations, including local land use permits, building and zoning
permits, health and safety permits and liquor licences. Changes or concessions
required by regulatory authorities could also involve significant additional
costs and delays or prevent completion of construction or opening of a project.
As a result of the global nature of our business, these regulatory matters arise
in a number of jurisdictions, many of which have distinctive regulatory regimes.
INVESTMENTS IN AND ADVANCES TO MANAGED AND OWNED PROPERTIES
We have made investments in, and/or advances in respect of or to owners of,
several of the hotels and resorts that we manage, to enable us to acquire the
management agreements for those properties or to enhance the terms of those
agreements. Currently, we hold an ownership or leasehold interest in, or have
made advances in respect of, 27 of the 62 hotels and resorts that we manage,
including a 100% leasehold interest in each of Four Seasons Hotel Vancouver, The
Pierre in New York and Four Seasons Hotel Berlin. We also have made, or expect
to make in the near term, investments in, or advances in respect of or to owners
of, 17 of the 25 properties under construction or development. In addition, we
have an investment in three Four Seasons Residence Club properties, including an
approximately 71% freehold interest in Four Seasons Residence Club Scottsdale at
Troon North. The book value of total investments and advances as at December 31,
2003 was approximately $531 million.
-19-
In addition to the risks associated with operation of a hotel, we are subject to
risks generally related to owning and leasing real estate in connection with
these properties. These risks include, among others, adverse changes in general
or local economic conditions, local real estate market conditions, property and
income taxes, interest rates, the availability, cost and terms of financing, the
financial stability of the property owner, liability for long-term lease
obligations, the availability and costs of insurance coverage, the potential for
uninsured casualty and other losses, the impact of present or future legislation
or regulation (including those relating to the environment), adverse changes in
zoning laws and other regulations, civil unrest, terrorism, war and political
instability. In addition, these investments in real estate are relatively
illiquid and our ability to dispose of our ownership interests, particularly our
leasehold interests, in response to changes in economic or other conditions may
be limited. Further, advances to owners of properties are typically subordinated
and, in any event, may be subject to loss in the event of insolvency of the
owner to which an advance was made. Any of these factors could result in
material operating losses by us or a particular hotel or resort and possibly the
whole or partial loss of our equity investment in the property or the inability
to collect advances outstanding. Holding an interest in a hotel also introduces
risks associated with funding of capital expenditures and incurring our
proportionate share of any operating losses. Where cash and working capital
reserves provided by hotel operations are insufficient, debt service, major
repairs, renovations, refurbishments, alterations or other capital expenditures
generally must be funded by the owners of the hotels and resorts, including us
in some cases.
DEBT RATING RISKS
Our corporate rating is currently investment grade (BBB-) as rated by both
Standard and Poor's and Dominion Bond Rating Service. Our senior unsecured debt
is currently rated by three debt rating agencies (Standard and Poor's: BBB-;
Moody's: Bal; Dominion Bond Rating Service: BBB-(low)). As a result of current
global economic and political events, it is possible that the rating agencies
may downgrade the rating and/or outlook for many of the lodging companies, which
would result in an increase in our borrowing costs. In addition, pricing of any
amounts drawn under our bank credit facilities (which are undrawn but under
which US$28.1 million of letters of credit were issued at December 31, 2003)
includes a spread to LIBOR ranging between 0.3% and 1%, depending upon the
ratings from all three agencies and certain financial ratios.
GOVERNMENT REGULATION
We are subject to laws, ordinances and regulations relating to, among other
things, taxes, environmental matters, the preparation and sale of food and
beverages, accessibility for disabled persons and general building and zoning
requirements in the various jurisdictions in which we manage hotels and resorts.
Owners and managers of hotels and resorts also may be subject to laws governing
the relationship with employees, including minimum wage requirements, overtime,
working conditions and work permit requirements. Compliance with these laws can
affect the revenues and profits of hotels and resorts managed by us or could
materially and adversely affect our business, results of operations and
financial condition.
Four Seasons, as the current or previous owner or operator of certain hotels,
could be liable for investigation and clean-up of contamination and other
corrective or remedial action under various laws, ordinances and regulations
relating to environmental matters. These laws often impose liability without
regard to whether the owner or operator knew of, or was responsible for, the
condition requiring environmental response and whether the party is currently or
formerly the owner or manager of the property. The presence of contamination
from hazardous or toxic substances, or the failure to properly remediate a
contaminated property, may affect the ability to use the property for its
intended purpose, to sell or rent the property, or to borrow using the property
as collateral. Persons who arrange for the disposal or treatment of hazardous or
toxic substances also may be liable for the cost of removal or remediation of
substances at the disposal or treatment facility. In connection with the
operation and
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ownership of various properties, we could be held liable for the cost of
remedial action with respect to environmental matters. We are not aware of any
potential material environmental liabilities for which we will be responsible
with respect to any of the properties which we currently manage or previously
had managed.
Pursuant to the management agreements to which we are a party, the owner is
responsible for the costs and expenses of the employees at each hotel and for
all costs, expenses and liabilities incurred in connection with the operation of
the hotel, including compliance with government regulations. However, as the
manager, we may be contingently liable for certain liabilities in respect of
which we do not maintain insurance, including certain workers' compensation
claims, environmental liabilities and, in respect to hotels in the United
States, claims arising under the Americans with Disabilities Act.
We generally obtain indemnities from the owners of the hotels that we manage in
respect of these liabilities. The value of those indemnities is dependent upon,
among other things, the financial condition of the owners who have provided
them.
POLITICAL RISK
We currently manage and/or have an equity interest in hotels and resorts in 29
countries and currently have development plans to open hotels and resorts in ten
additional countries around the world. In certain of these countries, from time
to time, the related assets and revenues may be exposed to political and other
risks associated with foreign investment. In some jurisdictions, at certain
times, there may be a risk that we may have difficulty enforcing our contractual
rights relating to our assets including our non-disturbance agreements and any
security relating to our loan receivables if due process of law is not
respected.
INSURANCE
All hotels and resorts managed by us are required to be insured against property
damage, business interruption and liability at the expense of the owner of the
property. Under these policies we are also typically insured against loss of fee
income in the event of a temporary business interruption at any of the hotels
and resorts that we manage. In addition, we obtain indemnities from the owners
of the hotels and resorts that we manage in respect to damages caused by acts,
omissions and liabilities of the employees of the property or of Four Seasons,
other than damages resulting from certain actions of Four Seasons and certain
senior management personnel. If we were held liable for amounts exceeding the
limits of our insurance coverage or for claims outside the scope of that
coverage or if the indemnities were insufficient for any reason, including as a
result of the owner's or indemnitor's financial condition, our business, results
of operations and financial condition could be materially and adversely
affected.
Events of September 11, 2001 severely affected an already tightening insurance
market. Premiums have increased and underwriters are imposing increasingly
restrictive terms and conditions. All lines of coverage generally have been
affected; however, commercial properties generally continue to be the most
difficult to insure. Exposures for terrorism, cyber perils and toxic mould are
now common exclusions.
LEGAL PROCEEDINGS
In the ordinary course of our business, we are named as a defendant in legal
proceedings resulting from incidents taking place at properties we own or
manage. We maintain comprehensive liability insurance and also require owners to
maintain adequate insurance coverage. We believe such coverage to be of a nature
and amount sufficient to ensure that we are adequately protected from suffering
material financial loss as a result of such claims.
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CURRENCY EXPOSURE
We have entered into management agreements with respect to hotels throughout the
world and record sales and liabilities in the local currencies for many of these
hotels. We report our results in Canadian dollars. However, our relevant
currency risk is in US dollars, as more than half of our revenues and assets
currently are US dollar denominated. As a result, our results and financial
positions are affected by foreign exchange rate fluctuations and, most
significantly, changes in the value of the US dollar through both translation
risk (which is the risk that financial statements for a particular period or as
of a certain date depend on the prevailing exchange rate of the various
currencies against the US dollar) and transaction risk (which is the risk that
the currency of costs and liabilities fluctuates in relation to the currency of
revenues and assets, which may materially and adversely affect our business,
results of operations and financial condition). With respect to the translation
risk, the fluctuations of currencies against the Canadian dollar can be
substantial, and our reported results could fluctuate materially and have
fluctuated materially as a result of foreign exchange fluctuations.
We endeavour to match foreign currency revenues and costs, and assets and
liabilities, to provide a natural hedge against translation and transaction
risks, although there can be no assurance that these measures will be effective
in the management of those risks. We also endeavour to manage our currency
exposure through, among other things, the use of foreign exchange forward
contracts. In addition, certain currencies are subject to exchange controls or
are not freely tradeable and as a result are relatively illiquid. We attempt to
minimize our foreign currency risk by monitoring our cash position, keeping fee
receivables current, monitoring the political and economic climate and
considering whether to insure convertibility risk in each country in which we
manage a property. In certain hotels, the foreign currency risks are further
mitigated by pricing room rates in US dollars. However, no assurances can be
given as to whether our strategies relating to currency exposure will be
successful or that foreign exchange fluctuations will not materially adversely
affect our business, results of operations and financial condition.
SEASONALITY
Our hotels and resorts are affected by normally recurring seasonal patterns and,
for most of the properties, demand is lower in December through March than
during the remainder of the year.
Management operations are seasonal in nature, as fee revenues are affected by
the seasonality of hotel and resort revenues and operating results. Urban hotels
generally experience lower revenues and operating results in the first quarter,
which has a negative impact on management revenues. However, this negative
impact on management revenues generally is offset, to some degree, by increased
travel to resorts in that quarter and may be offset to a greater extent as the
portfolio of resort properties that we manage increases. In 2002, this normal
seasonality was also affected by the delayed recovery in the global economy, and
ongoing geopolitical concerns, which have continued to negatively affect
business travel on a global basis. In addition, specific local events can cause,
and from time to time have caused, unanticipated disruptions to the operations
of certain of our properties.
Our ownership operations are particularly affected by seasonal fluctuations,
with lower revenue, operating profit and cash flow in the first quarter;
ownership positions typically incur an operating loss in the first quarter of
each year. Typically, the fourth quarter is the strongest quarter for the
majority of the hotels, although this was not true in 2001, as a result of the
terrorist attacks in the United States, nor in 2002, as a result of the
difficult economic environment and continued geopolitical instability.
INTELLECTUAL PROPERTY
In the highly competitive service industry in which we operate, we have a
significant number of trade names, trademarks, service marks and logos, and
significant time and effort are spent each year on surveillance, registration
and protection of trade names, trademarks, service marks and logos. The loss or
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infringement of any of our trade names, trademarks, service marks and logos
could have a material and adverse effect on our business, results of operations
and financial condition.
RISKS ASSOCIATED WITH RESIDENCE CLUB BUSINESS
We currently operate three Residence Clubs. We are expanding our presence in the
luxury segment of the interval and fractional ownership industry, with a number
of other projects under development. Our ability to successfully develop and
sell interests in Residence Clubs that are built, and the various fees earned by
us from each Residence Club project, could be materially and adversely affected
by one or any combination of the factors described in this "Risk Factors"
section. Additionally, the laws of many jurisdictions in which we may sell
interests in our Residence Clubs grant purchasers the right to rescind the
purchase contract at any time within a statutory rescission period. Although we
believe that we are in compliance in all material respects with applicable laws
and regulations to which Residence Club marketing, sales and operations
currently are subject, changes in these requirements or a determination by a
regulatory authority that we are not in compliance could materially and
adversely affect our business, results of operations and financial condition.
Additionally, if a purchaser of an ownership interest in a Residence Club
defaults, we may not recover the marketing, selling and general administrative
costs related to that sale.
DEPENDENCE ON KEY EMPLOYEES
Our success depends in part on our senior executives, who have an average of 22
years of experience with us. In particular, our senior management is responsible
for the development and/or maintenance of ongoing relationships with new and
existing investors in the properties that are managed by us. The unanticipated
departure of individuals responsible for those relationships could have a
material and adverse effect on, among other things, relationships affecting
properties that are, or that may be, managed by us.
CORPORATE INFORMATION
DESCRIPTION OF SHARE CAPITAL
Our authorized share capital consists of an unlimited number of First Preference
Shares, issuable in series, an unlimited number of Second Preference Shares,
issuable in series, 3,832,172 Variable Multiple Voting Shares and an unlimited
number of Limited Voting Shares. At April 1, 2004, 3,832,172 Variable Multiple
Voting Shares, 31,611,338 Limited Voting Shares and options to purchase
5,635,379 Limited Voting Shares were outstanding.
The following is a summary of the material attributes of our Variable Multiple
Voting Shares and Limited Voting Shares.
Dividends
The dividends declared and paid on our Variable Multiple Voting Shares will be
in amounts per share equal to 50% of the dividends declared and paid on our
Limited Voting Shares, regardless of whether the number of votes attaching to
the Variable Multiple Voting Shares is further increased.
Rights on Dissolution
In the event of the liquidation, dissolution or winding up of FSHI, the holders
of Limited Voting Shares and Variable Multiple Voting Shares will be entitled,
share for share, to receive, on a pro rata basis, all of the assets of FSHI
remaining after payment of all of its liabilities, subject to the preferential
rights of any shares ranking prior to the Limited Voting Shares and Variable
Multiple Voting Shares.
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Voting Rights
The holders of Limited Voting Shares and Variable Multiple Voting Shares will be
entitled to receive notice of any meeting of our shareholders and to attend and
vote thereat, except those meetings where only the holders of shares of another
class or of a particular series are entitled to vote. Each Limited Voting Share
will entitle the holder to one vote. Each Variable Multiple Voting Share
currently entitles the holder to that number of votes that results in the
aggregate votes attaching to the Variable Multiple Voting Shares representing
approximately 65% of the votes attaching to the Variable Multiple Voting Shares
and the Limited Voting Shares, in the aggregate. The number of votes attaching
to the Variable Multiple Voting Shares adjusts concurrently with the issue of
additional Limited Voting Shares in order to maintain this voting control.
Holders of Limited Voting Shares are entitled, voting separately as a class, to
elect two members of our board of directors annually.
Under the provisions attaching to the Variable Multiple Voting Shares, beginning
with the annual meeting held in 2000 and every three years thereafter, the
continued application of this adjusting mechanism is subject to ratification by
the holders of our Limited Voting Shares. The adjusting mechanism was last
ratified by shareholders at the annual and special meeting of shareholders in
2003. If the maintenance of the adjustment mechanism is not confirmed by a
simple majority of the votes cast by the holders of Limited Voting Shares (other
than "prescribed holders" of Limited Voting Shares), any issue of Limited Voting
Shares after that time (other than the issue of Limited Voting Shares pursuant
to a right, option or similar obligation granted prior to that time) will not
result in a further adjustment in the number of votes attaching to the Variable
Multiple Voting Shares. Additionally, the continued application of the
adjustment mechanism will be subject to ratification after any transfer of
Variable Multiple Voting Shares that results in a person other than a member of
the Sharp Family (as defined in the articles of FSHI) holding Variable Multiple
Voting Shares or after Isadore Sharp ceases to be the Chief Executive Officer.
For these purposes, the "prescribed holders" of Limited Voting Shares shall be:
(a) any person or company that beneficially owns, directly or indirectly,
Variable Multiple Voting Shares; (b) any person or company that beneficially
owns, directly or indirectly, securities carrying more than 20% of the votes
attaching to all of our outstanding voting securities; (c) any associate,
insider or affiliate (as defined in the Securities Act (Ontario)) of any person
or company referred to in (b); (d) any of our affiliates (as defined in the
Securities Act (Ontario)); (e) any person or company that, alone or in concert
with others, effectively controls FSHI; and (f) if all of (b), (d) and (e) are
inapplicable, all directors and officers of FSHI and their associates (as
defined in the Securities Act (Ontario)). To our knowledge, the prescribed
holders are Triples Holdings Limited, Isadore Sharp and Rosalie Sharp.
Take-Over Bid Protection
Variable Multiple Voting Shares will be converted automatically into Limited
Voting Shares upon any transfer thereof, except (i) a transfer within the
immediate family of Isadore Sharp (so long as the family beneficially owns a
majority of the outstanding Variable Multiple Voting Shares) or (ii) a transfer
of a majority of the outstanding Variable Multiple Voting Shares to a purchaser
who has offered to purchase all outstanding Variable Multiple Voting Shares and
will, as a result, have acquired a majority of the outstanding Variable Multiple
Voting Shares and who offers to purchase all outstanding Limited Voting Shares
for a per share consideration equal to that offered for the Variable Multiple
Voting Shares.
Triples Holdings Limited, which owns all of the outstanding Variable Multiple
Voting Shares, has entered into an agreement with Montreal Trust Company of
Canada, as trustee for the benefit of the holders of the Limited Voting Shares,
that has the effect of preventing transactions that otherwise would deprive the
holders of Limited Voting Shares of rights under applicable provincial take-over
bid legislation to which they would have been entitled if the Variable Multiple
Voting Shares had been Limited Voting Shares.
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Conversion
Variable Multiple Voting Shares are convertible into Limited Voting Shares on a
one-for-one basis at any time at the option of the holder.
Modifications, Subdivisions and Consolidation
Modifications to the provisions attaching to the Variable Multiple Voting Shares
as a class, or to the Limited Voting Shares as a class, will require the
separate affirmative vote of two-thirds of the votes cast at a meeting of the
holders of the shares of the respective class. No subdivision or consolidation
of the Variable Multiple Voting Shares or of the Limited Voting Shares may take
place unless the Limited Voting Shares or the Variable Multiple Voting Shares,
as the case may be, are concurrently subdivided or consolidated in the same
proportion. If we propose to grant rights to holders of shares of any class, as
a class, to acquire additional voting or participating securities (or securities
convertible into voting or participating securities), the holders of the Limited
Voting Shares and the Variable Multiple Voting Shares shall for the purposes of
that distribution be deemed to be holders of shares of the same class.
TRANSFER AGENT AND REGISTRAR
The registrar and transfer agent for our Limited Voting Shares in Canada is
Computershare Trust Company of Canada, Toronto, Ontario, Canada.
MARKET FOR SECURITIES
Our Limited Voting Shares are listed on the Toronto and New York stock
exchanges. The following table sets forth the high and low closing prices of the
Limited Voting Shares as reported by the Toronto Stock Exchange and the trading
volumes on the Toronto Stock Exchange during the periods indicated, according to
published reports:
NYSE TSX
-------------------------------------- ---------------------------------------
Price Range Price Range
--------------------- ------------------------
2003 High US$ Low US$ Volume High Cdn$ Low Cdn$ Volume
- ----------------------------- -------- ------- ------ --------- -------- --------
January...................... 29.50 25.36 8,786,900 46.07 37.75 796,126
February..................... 28.25 25.26 7,586,100 43.20 37.00 538,400
March........................ 31.90 24.99 8,593,300 47.40 36.25 1,055,352
April........................ 30.50 26.34 7,289,600 44.57 38.78 771,456
May.......................... 37.15 29.90 9,741,200 51.00 42.79 1,234,793
June......................... 43.64 35.88 7,626,100 59.24 49.07 945,152
July......................... 45.12 40.24 6,880,800 62.13 56.00 706,236
August....................... 48.90 41.96 5,539,200 68.97 58.98 688,941
September.................... 52.52 47.57 4,954,900 71.25 64.17 956,579
October...................... 56.08 49.70 5,390,000 73.80 66.52 744,047
November..................... 59.83 51.63 6,342,900 79.08 67.43 694,827
December..................... 54.81 48.92 4,630,200 71.31 63.15 800,999
On April 12, 2004, the last reported sale prices of the Limited Voting Shares on
the NYSE and TSX were US$54.04 and Cdn$72.12 per share, respectively.
DIVIDEND POLICY
It is our policy to pay a semi-annual dividend to holders of our Limited Voting
Shares and Variable Multiple Voting Shares. In each of the years 2001, 2002 and
2003 we paid semi-annual cash dividends of $0.055 per Limited Voting Share and
$0.0275 per Variable Multiple Voting Share. There are no
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restrictions currently that prevent us from continuing to pay dividends on this
basis. We do not expect to change our dividend policy in 2004.
DIRECTORS AND OFFICERS
The following table sets forth certain information regarding each of FSHI's
executive officers and directors:
- ---------------------------------------- ---------------------------------- ------------------------------------------
NAME AND RESIDENCE POSITION WITH FSHI PRINCIPAL OCCUPATION
- ---------------------------------------- ---------------------------------- ------------------------------------------
Isadore Sharp Chairman, Chief Executive Chairman and Chief Executive Officer,
Ontario, Canada Officer and Director Four Seasons Hotels Limited
- ---------------------------------------- ---------------------------------- ------------------------------------------
Brent Belzberg (1) Director Managing Partner, Torquest Partners Inc. (2)
Ontario, Canada
- ---------------------------------------- ---------------------------------- ------------------------------------------
H. Roger Garland Director Corporate Director
Ontario, Canada
- ---------------------------------------- ---------------------------------- ------------------------------------------
Nan-b de Gaspe Beaubien (1)(3)(4) Director Co-Chair, Business Families Foundation (5)
Quebec, Canada and Co-Chair, Philbeau Company (6)
- ---------------------------------------- ---------------------------------- ------------------------------------------
Charles S. Henry (1)(4)(7) Director President, Hotel Capital Advisers, Inc. (8)
New York, USA
- ---------------------------------------- ---------------------------------- ------------------------------------------
Heather Munroe-Blum (4) Director Principal and Vice Chancellor, McGill
Quebec, Canada University (9)
- ---------------------------------------- ---------------------------------- ------------------------------------------
Ronald W. Osborne (10) Director Corporate Director
Ontario, Canada
- ---------------------------------------- ---------------------------------- ------------------------------------------
J. Robert S. Prichard (3)(4) Lead Director President and Chief Executive Officer,
Ontario, Canada Torstar Corporation (11)
- ---------------------------------------- ---------------------------------- ------------------------------------------
Lionel H. Schipper (1)(10) Director President, Schipper Enterprises Inc. (6)
Ontario, Canada
- ---------------------------------------- ---------------------------------- ------------------------------------------
Anthony Sharp Director President, AD Sharp Development, Inc. (12)
Ontario, Canada
- ---------------------------------------- ---------------------------------- ------------------------------------------
Benjamin Swirsky (10) Director Chairman and Chief Executive Officer,
Ontario, Canada Beswir Properties Inc. (6)
- ---------------------------------------- ---------------------------------- ------------------------------------------
Shuichiro Tamaki Director Executive Vice President, Japan-Mexico
Tokyo, Japan Hotel Investment Co., Ltd. (13)
- ---------------------------------------- ---------------------------------- ------------------------------------------
Simon M. Turner (7) Director Principal, Hotel Capital Advisers, Inc. (8)
New York, USA
- ---------------------------------------- ---------------------------------- ------------------------------------------
Sarah Cohen Vice President, Corporate Vice President, Corporate Counsel and
Ontario, Canada Counsel and Assistant Secretary Assistant Secretary, Four Seasons Hotels
Limited
- ---------------------------------------- ---------------------------------- ------------------------------------------
Wolf H. Hengst President, Worldwide Hotel President, Worldwide Hotel Operations,
Ontario, Canada Operations Four Seasons Hotels Limited
- ---------------------------------------- ---------------------------------- ------------------------------------------
Douglas L. Ludwig Executive Vice President, Chief Executive Vice President, Chief
Ontario, Canada Financial Officer and Treasurer Financial Officer and Treasurer, Four
Seasons Hotels Limited
- ---------------------------------------- ---------------------------------- ------------------------------------------
Craig O. Reith Vice President Finance and Vice President Finance and Assistant
Ontario, Canada Assistant Treasurer Treasurer, Four Seasons Hotels Limited
- ---------------------------------------- ---------------------------------- ------------------------------------------
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- ---------------------------------------- ---------------------------------- ------------------------------------------
NAME AND RESIDENCE POSITION WITH FSHI PRINCIPAL OCCUPATION
- ---------------------------------------- ---------------------------------- ------------------------------------------
Kathleen Taylor President, Worldwide Business President, Worldwide Business
Ontario, Canada Operations Operations, Four Seasons Hotels Limited
- ---------------------------------------- ---------------------------------- ------------------------------------------
Randolph Weisz Executive Vice President, Executive Vice President, General
Ontario, Canada General Counsel and Secretary Counsel and Secretary, Four Seasons
Hotels Limited
- ---------------------------------------- ---------------------------------- ------------------------------------------
(1) Member of the Human Resources Committee.
(2) Private equity fund manager.
(3) Elected by the holders of the Limited Voting Shares.
(4 Member of the Corporate Governance Committee.
(5) Non-profit foundation.
(6) Investment holding company.
(7) Nominee of Kingdom, which has the right pursuant to an agreement
with Triples Holdings Limited and Isadore Sharp to elect two directors
to the FSHI Board of Directors.
(8) Hotel investment advisory firm.
(9) Educational institute.
(10) Member of the Audit Committee.
(11) Media and publishing company.
(12) Real estate/resort development company.
(13) Real estate holding company.
Isadore Sharp has served as a director of FSHI and its predecessor corporation
since January 9, 1978. H. Roger Garland and Benjamin Swirsky were elected to the
Board of Directors of FSHI's predecessor corporation on October 1, 1985. Lionel
H. Schipper was appointed to the Board of Directors on February 18, 1988.
Shuichiro Tamaki was appointed to the Board of Directors on April 18, 1991.
Charles S. Henry was appointed to the Board of Directors on November 11, 1994.
J. Robert S. Prichard was appointed to the Board of Directors on March 6, 1996.
Nan-b de Gaspe Beaubien was elected to the Board of Directors on May 23, 1997.
Anthony Sharp was appointed to the Board of Directors on August 25, 1999. Simon
M. Turner was re-appointed to the Board of Directors on February 14, 2002. Brent
Belzberg and Heather Munroe-Blum were appointed to the Board of Directors on
November 7, 2002. Ronald W. Osborne was elected to the Board of Directors on May
21, 2003.
All of the Directors will hold office until the next annual meeting of
shareholders, or until their successors are elected or appointed.
All of the officers and directors of FSHI have held their principal occupations
for more than five years with the exception of the following. Brent Belzberg was
President and CEO of Harrowston Inc. prior to February 2002. Heather Munroe-Blum
was a Professor at the University of Toronto prior to December 31, 2002 and was
Vice-President, Research and International Relations at the University of
Toronto prior to June 1, 2002. H. Roger Garland was Vice Chairman of Four
Seasons Hotels Limited prior to December 29, 2000. Ronald W. Osborne was
President and Chief Executive Officer of Ontario Power Corporation prior to
December 4, 2003. J. Robert S. Prichard was Professor of Law and President
Emeritus, University of Toronto prior to July 1, 2001 and President, University
of Toronto prior to June 30, 2000. Anthony Sharp was Executive Vice President,
Vacation Ownership of Four Seasons Hotels Limited prior to September 7, 1999.
Shuichiro Tamaki was Advisor, Jowa Corporation prior to June 26, 2000. Wolf H.
Hengst was Executive Vice President, Operations of Four Seasons Hotels Limited
prior to November 1,
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1999. Kathleen Taylor was President, Worldwide Business Operations and Secretary
prior to February 15, 2001 and was Executive Vice President and Chief Corporate
Officer prior to November 1, 1999. Randolph Weisz was Senior Vice President and
General Counsel of Four Seasons Hotels Limited prior to August 6, 2002. Sarah
Cohen was Corporate Counsel of Four Seasons Hotels Limited prior to February 15,
2001.
Heather Munroe-Blum served on the board of directors of Livent Inc. from June
1998 through November 27, 1998. On November 18, 1998, Livent filed a voluntary
petition under Chapter 11 of the US Bankruptcy Code. On November 19, 1998,
Livent filed for protection under the Companies Creditors Arrangement Act.
Additionally, on August 28, 1998 the Ontario Securities Commission made an order
pursuant to section 127(5) of the Securities Act (Ontario) that trading in
securities of Livent cease immediately for a period of 15 days on the grounds
that there was not sufficient information in the marketplace on which investors
could make informed decisions as to the purchase or sale of the securities of
Livent. That order was extended, with the consent of Livent, on September 11,
1998. That cease trade order was revoked by the Ontario Securities Commission on
November 19, 1998.
Ronald W. Osborne has served on the board of directors of Air Canada since May
of 1999. In April 2003 Air Canada filed for protection under the Companies
Creditors Arrangement Act and is still under such protection.
Kathleen Taylor was formerly a director of The T. Eaton Company Limited which,
in 1999, completed a court sanctioned reorganization pursuant to a plan of
compromise and arrangement under the corporate and insolvency laws of Ontario
and Canada, respectively. As a result of this situation, trading of the common
shares of Eaton's was suspended by the Toronto Stock Exchange on August 23, 1999
and the common shares were ultimately delisted in connection with the
implementation of the reorganization.
Our directors and executive officers, as a group, own beneficially, directly or
indirectly, or exercise control or direction over, the following number of
Limited Voting Shares and Variable Multiple Voting Shares:
- ----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF CLASS NUMBER OF SHARES PERCENTAGE OF CLASS
- ----------------------------------------------------------------------------------------------------------------------
Limited Voting Shares 325,309 1.03%
- ----------------------------------------------------------------------------------------------------------------------
Variable Multiple Voting Shares 3,832,172 100%
- ----------------------------------------------------------------------------------------------------------------------
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CORPORATE CHART
The following chart illustrates our corporate structure, and includes
corporations in which we have a significant interest, either directly or
indirectly, and their jurisdictions of incorporation or organization.
FOUR SEASONS HOTELS INC.
(Ontario Corporation)
FOUR SEASONS HOTELS LIMITED (A)
(Ontario Corporation) 100% (B)
FOUR SEASONS HOTELS AND RESORTS B.V (C)
(Netherlands Corporation) 100% (B)
FOUR SEASONS HOTELS AND RESORTS ASIA PACIFIC PTE LTD. (C)
(Singapore Corporation) 100% (B)
FOUR SEASONS HOTELS (BARBADOS) LTD.
(Barbados Corporation) 100% (B)
FOUR SEASONS HOTELS (U.S.) INC.
(Delaware Corporation) 100% (B)
Notes
(A). The management of Four Seasons hotels in North America is
generally carried out by Four Seasons Hotels Limited.
(B). Direct.
(C). The management of Four Seasons hotels outside North
America and Regent hotels is generally carried out by Four
Seasons Hotels and Resorts B.V. and Four Seasons Hotels and
Resorts Asia Pacific Pte Ltd.
ADDITIONAL INFORMATION
Additional information about us, including directors' and officers' remuneration
and indebtedness, principal holders of our securities and options to purchase
securities is contained in our Management Information Circular prepared for the
most recent annual meeting of our shareholders. Additional financial information
is provided in our Consolidated Financial Statements for the year ended December
31, 2003 and related Management's Discussion and Analysis. Such information and
other information about us may be found at www.sedar.com.
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