11-K 1 d11k.htm FORM 11-K FORM 11-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 


 

FORM 11-K

 


 

(Mark One)

 

x ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]

 

For the fiscal year ended December 31, 2003

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[NO FEE REQUIRED]

 

For the transition period from                          to                         

 

Commission file number 0-25087

 

HOST MARRIOTT, L.P. RETIREMENT AND SAVINGS PLAN

(Full title of the plan)

 

Host Marriott, L.P.

6903 Rockledge Dr., Ste. 1500

Bethesda, MD 20817

(Name of issuer of the securities held

pursuant to the plan and the address of

its principal executive office)

 



Required Information

 

Financial Statements and Schedules

 

Statements of Net Assets Available for Benefits, as of December 31, 2003 and December 31, 2002.

 

Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2003.

 

Schedule of Assets (Held at End of Year) December 31, 2003.

 

Designation


 

Description


 

Method of Filing


Exhibit 23

  Consent of KPMG LLP   Filed with this report

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Host Marriott L.P. Retirement and Savings Plan has duly caused this Annual Report to be signed by the undersigned thereunto duly authorized.

 

Host Marriott L.P. Retirement and Savings Plan

By:

 

/s/    Pamela Wagoner


   

Pamela Wagoner, Plan Administrator

Host Marriott L.P. Retirement and Savings Plan

June 24, 2004


EXHIBIT INDEX

 

 

Designation


 

Description


   

Exhibit 23

  Consent of KPMG LLP    


HOST MARRIOTT, L.P.

RETIREMENT AND SAVINGS PLAN

 

Table of Contents

 

     Page

Report of Independent Registered Public Accounting Firm    1
Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002    2
Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2003    3
Notes to Financial Statements    4-6
Schedule H, line 4i—Schedule of Assets (Held at End of Year)    7

 

4


Report of Independent Registered Public Accounting Firm

 

The Board of Directors

Host Marriott Corporation:

 

We have audited the accompanying statements of net assets available for benefits of the Host Marriott, L.P. Retirement and Savings Plan (the Plan) as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan’s administrator. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Host Marriott, L.P. Retirement and Savings Plan as of December 31, 2003 and 2002 and the changes in net assets available for benefits for the year ended December 31, 2003, in conformity with U.S. generally accepted accounting principles.

 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2003 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s administrator. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/    KPMG LLP

McLean, Virginia

June 1, 2004

 

5


HOST MARRIOTT, L.P.

RETIREMENT AND SAVINGS PLAN

Statements of Net Assets Available for Benefits

December 31, 2003 and 2002

 

     2003

   2002

Investments at fair value (note 4)

   $ 22,814,039    $ 17,904,865

Participant loans

     124,998      90,678
    

  

Net assets available for benefits

   $ 22,939,037    $ 17,995,543
    

  

 

See notes to financial statements.

 

6


HOST MARRIOTT, L.P.

RETIREMENT AND SAVINGS PLAN

Statement of Changes in Net Assets Available for Benefits

Year ended December 31, 2003

 

Additions to net assets attributable to:

      

Investment income (note 4):

      

Appreciation in fair value of investments, net

   $ 4,088,169

Interest on loans

     6,092
    

Total investment income

     4,094,261
    

Contributions:

      

Participant Contributions

      

Salary deferrals

     1,127,731

Rollover contributions

     106,244
    

Total participant contributions

     1,233,975

Employer Contributions

     409,799
    

Total contributions

     1,643,774
    

Total additions

     5,738,035
    

Deductions from net assets attributable to:

      

Benefits paid to participants

     794,141

Administrative and other expenses

     400
    

Total deductions

     794,541
    

Net increase

     4,943,494

Net assets available for benefits, beginning of year

     17,995,543
    

Net assets available for benefits, end of year

   $ 22,939,037
    

 

See notes to financial statements.

 

7


HOST MARRIOTT, L.P.

RETIREMENT AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2003 and 2002

 

NOTE 1. PLAN DESCRIPTION

 

The following description of the Host Marriott, L.P. Retirement and Savings Plan (the “Plan”) is for general information purposes only. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

 

General

 

Host Marriott, L.P. (the “Partnership” or “Plan Sponsor”), a majority owned subsidiary of Host Marriott Corporation (the “Company”), adopted a retirement plan and trust effective December 30, 1995. The Plan is a defined contribution plan established by the Company under the provisions of Section 401(a) of the Internal Revenue Code (“IRC”), which includes qualified cash or deferred arrangement as described in Section 401(k) of the IRC, for the benefit of eligible employees of the Partnership. The Plan covers all employees. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

 

Contributions

 

Participants may elect to defer from 1 to 20% of their compensation, as defined by the Plan, subject to certain limitations under the IRC. The Plan requires employer matching contributions of 50% of the participants’ contribution up to 6% of each participant’s compensation. The Plan also allows for discretionary employer contributions for each eligible participant based upon approval of the Board of Directors of the Company.

 

Participant Accounts

 

Individual accounts are maintained for each of the Plan’s participants to reflect the participant’s contributions, employer contributions, and the participant’s share of the Plan’s income and administrative expenses. Participant accounts are valued on a daily basis.

 

Vesting

 

Participants are fully vested in their contributions and the earnings immediately thereon. A participant vests in their employer matching contributions, additional contributions, and earnings thereon according to the following schedule:

 

Two years

   25 %

Three years

   50  

Four years

   75  

Five or more years

   100  

 

Participant Loans

 

Participant loans are made available to all participants who have a vested account balance. The minimum loan amount is $1,000 and the maximum loan amount is the lesser of $50,000 or 50% of a participant’s vested account balance. Additionally, interest rates are equal to the prime rate on the date the loan is issued and there is a $50 processing fee per loan. Participants may have no more than two loans

 

8


HOST MARRIOTT, L.P.

RETIREMENT AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2003 and 2002

 

outstanding at any one time. The interest rates on outstanding loans at December 31, 2003 ranged from 4% to 9.5%.

 

Payment of Benefits

 

On termination of service due to death, disability or retirement, a participant may elect to: (a) receive a lump-sum amount equal to the value of the participant’s vested interest in his or her account, (b) roll over the value of the participant’s vested interest in his or her account into another qualified plan or (c) receive annual installments over a specified period. Participants may also receive hardship withdrawals, as defined, in a lump-sum payment in an amount up to 100% of the participants’ balance under certain circumstances other than those previously discussed.

 

Forfeited Accounts

 

At December 31, 2003 and 2002, forfeited nonvested accounts totaled $149,646 and $130,671, respectively. Forfeitures may be used to pay administrative expenses of the Plan and to reduce future employer contributions. The Company has not yet exercised this option. Forfeitures of $149,646 and $130,671 are held in the T. Rowe Price Stable Value Fund as of December 31, 2003 and 2002, respectively, and are unallocated to participant accounts. In the event a former participant returns to the Plan, he or she would be eligible to reclaim these amounts under certain situations.

 

NOTE 2. SUMMARY OF ACCOUNTING POLICIES

 

Basis of Accounting

 

The accompanying financial statements are prepared under the accrual basis of accounting.

 

Investment Valuation and Income Recognition

 

The Plan has investments in registered investment companies (“mutual funds”), a common/collective trust and in the Company’s common stock. The Plan’s investments in mutual funds and the Company’s common stock are stated at fair market value based on quoted market prices. The Plan’s investments in the common/collective trust are carried at fair value using the value of the underlying securities. Participant loans are valued at cost, which approximates fair value. Interest income is recorded on an accrual basis. Dividend income is recorded on the ex-dividend date. Purchases and sales of securities are recorded on a trade-date basis.

 

Use of Estimates

 

The preparation of financial statements in accordance with United States generally accepted accounting principles requires the Plan’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates.

 

NOTE 3. TAX STATUS

 

The Internal Revenue Service has determined and informed the Partnership by a letter dated February 29, 2000, that the Plan and related trust are designed in accordance with applicable sections of the IRC.

 

9


HOST MARRIOTT, L.P.

RETIREMENT AND SAVINGS PLAN

NOTES TO FINANCIAL STATEMENTS

December 31, 2003 and 2002

 

Although the Plan has been amended since receiving the determination letter, the plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.

 

NOTE 4. INVESTMENTS

 

The fair value of individual investments that represent 5% or more of the Plan’s net assets or qualify as parties-in-interest (defined in Note 5) as of December 31, 2003 and 2002 are as follows:

 

     2003

   2002

Host Marriott Corporation common stock

   $ 1,195,336    $ 844,418

T. Rowe Price New Horizons Fund

     2,327,661      1,337,468

T. Rowe Price Balanced Fund

     4,642,868      3,846,658

T. Rowe Price Spectrum Income Fund

     3,240,371      2,742,374

T. Rowe Price Blue Chip Growth Fund

     4,271,197      3,111,174

T. Rowe Price Stable Value Fund

     4,625,402      4,743,833

T. Rowe Price International Stock Fund

     999,533      697,122

T. Rowe Price Small Cap Value Fund

     534,375      184,938

T. Rowe Price Equity Index 500 Fund

     150,295      54,130

T. Rowe Price Mid Cap Growth Fund

     350,645      87,593

T. Rowe Price Equity Income Fund

     214,979      80,604

T. Rowe Price Trade Link Investments

     261,377      173,853

 

During 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated/(depreciated) in value as follows:

 

     2003

 

Mutual Funds

   $ 3,859,746  

Host Marriott Corporation common stock

     346,854  

Common/collective trust

     (118,431 )
    


Total

   $ 4,088,169  
    


 

NOTE 5. RELATED-PARTY TRANSACTIONS

 

Certain Plan investments are shares of mutual funds and common collective trusts (the T. Rowe Price Stable Value Fund) managed by T. Rowe Price. Additionally, certain Plan investments are in the Company’s common stock. T. Rowe Price is the Trustee and the Partnership is the Sponsor as defined by the Plan and, therefore, these transactions qualify as party-in-interest. The fair value of these investments as of December 31, 2003 and 2002 are included in Note 4, above.

 

NOTE 6. PLAN TERMINATION

 

Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event the Plan is terminated, each participant will automatically become 100% vested in their account balances.

 

10


SCHEDULE

HOST MARRIOTT, L.P.

RETIREMENT AND SAVINGS PLAN

Schedule H, line 4i – Schedule of Assets (Held at End of Year)

December 31, 2003

 

Identity of issuer, borrower, lessor or similar party


  

Description of investment, including

maturity date, rate of interest, par or

maturity value


   Current Value

Host Marriott Corporation Common Stock *

   Company stock, 97,024 shares    $ 1,195,336

T. Rowe Price:*

           

International Stock Fund

   Mutual fund, 86,992 shares      999,533

New Horizons Fund

   Mutual fund, 93,857 shares      2,327,661

Balanced Fund

   Mutual fund, 252,193 shares      4,642,868

Spectrum Income Fund

   Mutual fund, 275,308 shares      3,240,371

Blue Chip Growth Fund

   Mutual fund, 150,130 shares      4,271,197

Small-Cap Value Fund

   Mutual fund, 18,182 shares      534,375

Equity Index 500 Fund

   Mutual fund, 5,018 shares      150,295

Mid-Cap Growth Fund

   Mutual fund, 8,174 shares      350,645

Equity Income Fund

   Mutual fund, 8,898 shares      214,979

Tradelink Investments

   Brokerage account      261,377

Stable Value Fund

   Common/collective trust, 4,625,402 shares      4,625,402

Loans to participants*

   21 loans, various maturity dates with interest rates ranging from 4% to 9.5%      124,998
         

Total assets (held at end of year)

        $ 22,939,037
         


* Parties-in-interest

 

See Report of Independent Registered Public Accounting Firm

 

11