Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc.
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Item 5. Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc.
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Host Inc.’s common stock is listed on the New York Stock Exchange and trades under the symbol “HST.”
As of February 19, 2019, there were 18,359 holders of record of Host Inc.’s common stock. However, because many of the shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe that there are considerably more beneficial holders of our common stock than record holders. As of February 19, 2019, there were 1,239 holders of OP units (in addition to Host Inc.). OP units are redeemable for cash, or, at our election, for Host Inc.’s common stock.
Stockholder Return Performance
The following graph compares the five-year cumulative total stockholder return on Host Inc.’s common stock against the cumulative total returns of the Standard & Poor’s Corporation Composite 500 Index, the National Association of Real Estate Investment Trust (“NAREIT”) Equity Index and the NAREIT Lodging Index. The graph assumes an initial investment of $100 in Host Inc.’s common stock and in each of the indexes, and also assumes the reinvestment of dividends.
Comparison of Five-Year Cumulative Stockholder Returns 2013 – 2018

| 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Host Hotels & Resorts, Inc. | $ | 100.00 | $ | 126.21 | $ | 85.19 | $ | 110.22 | $ | 121.18 | $ | 106.45 | |||||||||||
| NAREIT Equity Index (1) | $ | 100.00 | $ | 128.03 | $ | 131.64 | $ | 143.00 | $ | 155.41 | $ | 149.12 | |||||||||||
| S&P 500 Index | $ | 100.00 | $ | 113.70 | $ | 115.28 | $ | 129.06 | $ | 157.24 | $ | 150.34 | |||||||||||
| NAREIT Lodging Index (1) | $ | 100.00 | $ | 132.50 | $ | 100.14 | $ | 124.52 | $ | 133.45 | $ | 116.34 |
| (1) | Beginning in 2019, the NAREIT Lodging Index will be used by our Compensation Policy Committee instead of the NAREIT Equity Index to determine a portion of our executive compensation that is based on our total stockholder return performance relative to the index. Due to this change, we intend to use the NAREIT Lodging Index as the comparative index going forward and discontinue the use of the NAREIT Equity Index. |
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This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing of Host Inc. or Host L.P. (or any of their respective subsidiaries) under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Fourth Quarter 2018 Host Inc. Purchases of Equity Securities
On February 22, 2017, Host Inc. announced a program to repurchase up to $500 million of common stock. The common stock may be purchased from time to time depending upon market conditions, and repurchases may be made in the open market or through private transactions or by other means, including principal transactions with various financial institutions, like accelerated share
repurchases, forwards, options and similar transactions, and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Act of 1934, as amended. The program does not obligate us to repurchase any specific number of shares or any specific dollar amount and may be suspended at any time at our discretion. No repurchases were made in 2017 or 2018.
| Period | Total Number of Host Inc. Common Shares Purchased | Average Price Paid per Common Share | Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number (or Approximate Dollar Value) of Common Shares that May Yet Be Purchased Under the Plans or Programs (in millions) | |||||||||||
| October 1, 2018 – October 31, 2018 | — | — | — | $ | $500 | ||||||||||
| November 1, 2018 – November 30, 2018 | — | — | — | $500 | |||||||||||
| December 1, 2018 – December 31, 2018 | — | — | — | $500 | |||||||||||
| Total | — | — | — |
Fourth Quarter 2018 Host Inc. Sales of Unregistered Securities
Set forth in the table below is information relating to shares of Host Inc. common stock issued in exchange for OP units redeemed by the holders. All the shares were issued pursuant to the private placement exemption provided by Section 4(2) of the Securities Act. The number of shares issued was based on the current conversion factor of 1.021494 common shares per OP unit.
| Date of Issuance | Host L.P. OP units redeemed | Host Inc. Common Shares Issued | ||||||||
| Cristo Rey St. Martin College Prep | October 10, 2018 | 50,550 | 51,636 | |||||||
| Vanguard Charitable Endowment Program | October 17, 2018 | 147,270 | 150,435 | |||||||
| Northwestern Memorial Healthcare | October 24, 2018 | 87,320 | 89,196 | |||||||
| Loyola University of Chicago | November 19, 2018 | 97,000 | 99,084 | |||||||
| Tsinghua Education Foundation NA | December 17, 2018 | 18,380 | 18,775 | |||||||
| Loyola University of Chicago | December 27, 2018 | 4,110 | 4,198 |
Item 5. Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P. | --- | --- |
There is no established public trading market for our OP units and transfers of OP units are restricted by the terms of Host L.P.’s partnership agreement. The number of holders of record of Host L.P.’s common OP units on February 19, 2019 was 1,239. The number of outstanding common OP units as of February 19, 2019 was 732,359,445 of which 724,900,679 were owned by Host Inc.
Fourth Quarter 2018 Host L.P. Purchases of Equity Securities
| Period | Total Number of OP Units Purchased | Average Price Paid Per Unit | Total Number of OP Units Purchased as Part of Publicly Announced Plans or Programs | Maximum number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs (in millions) | |||||||||||||||||
| October 1, 2018 — October 31, 2018 | 285,519 | 1.021494 shares of Host Inc. Common Stock | — | — | |||||||||||||||||
| November 1, 2018 — November 30, 2018 | 107,981 | 1.021494 shares of Host Inc. Common Stock | — | — | |||||||||||||||||
| December 1, 2018 — December 31, 2018 | 22,490 | 1.021494 shares of Host Inc. Common Stock | — | — | |||||||||||||||||
| Total | 415,990 | — | — |
| * | Reflects common OP units redeemed by holders in exchange for shares of Host Inc.’s common stock. |
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Item 6. Selected Financial Data (Host Hotels & Resorts, Inc.) | --- | --- |
The following table presents certain selected historical financial data which has been derived from audited consolidated financial statements of Host Hotels & Resorts, Inc. for the five years ended December 31, 2018 and should be read in conjunction with the consolidated financial statements and related notes and Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”:
| Calendar year | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2018 | 2017 | 2016 | 2015 | 2014 | ||||||||||||||||
| (in millions, except per share amounts) | ||||||||||||||||||||
| Income Statement Data: | ||||||||||||||||||||
| Revenues | $ | 5,524 | $ | 5,387 | 5,430 | $ | 5,350 | $ | 5,321 | |||||||||||
| Net income | 1,151 | 571 | 771 | 565 | 741 | |||||||||||||||
| Net income attributable to Host Hotels & Resorts, Inc. | 1,087 | 564 | 762 | 558 | 732 | |||||||||||||||
| Earnings per common share: | ||||||||||||||||||||
| Basic earnings per common share | 1.47 | .76 | 1.03 | .74 | .97 | |||||||||||||||
| Diluted earnings per common share | 1.47 | .76 | 1.02 | .74 | .96 | |||||||||||||||
| Dividends declared per common share | .85 | .85 | .85 | .80 | .75 | |||||||||||||||
| Balance Sheet Data: | ||||||||||||||||||||
| Total assets | $ | 12,090 | $ | 11,693 | $ | 11,408 | $ | 11,656 | $ | 12,043 | ||||||||||
| Debt | 3,837 | 3,954 | 3,649 | 3,867 | 3,807 | |||||||||||||||
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