Debt

Debt consists of the following (in millions):

	As of December 31,
	2015		2014
Series V senior notes, with a rate of 6% due November 2020	$	—	$	495
Series X senior notes, with a rate of 5⅞% due June 2019		—		493
Series Z senior notes, with a rate of 6% due October 2021		297		296
Series B senior notes, with a rate of 5¼% due March 2022		347		346
Series C senior notes, with a rate of 4¾% due March 2023		445		445
Series D senior notes, with a rate of 3¾% due October 2023		397		397
Series E senior notes, with a rate of 4% due June 2025		495		—
Series F senior notes, with a rate of 4½% due February 2026		395		—
2009 Exchangeable Senior Debentures, with a rate of 2½% due October 2029		—		386
Total senior notes		2,376		2,858
Credit facility revolver		295		198
2014 Credit facility term loan due June 2017		499		499
2015 Credit facility term loan due September 2020		497		—
Mortgage debt (non-recourse), with an average interest rate of 4.7% and 5.0% at December 31, 2015 and 2014, respectively, maturing through January 2024		350		402
Total debt	$	4,017	$	3,957

In connection with the adoption of ASU 2015-03, deferred financing costs of $29 million and $35 million as of December 31, 2015 and 2014, respectively, now are classified within the debt on our consolidated balance sheets. The total deferred financing costs of $35 million at December 31, 2014 had previously been classified as an asset on our consolidated balance sheets.

Senior Notes

General. Under the terms of our senior notes indenture, our senior notes are equal in right of payment with all of our unsubordinated indebtedness and senior to all of our subordinated obligations. The face amount of our senior notes as of December 31, 2015 and 2014 was $2.4 billion and $2.9 billion, respectively. The senior notes balance as of December 31, 2015 and 2014 includes discounts of approximately $2 million and $16 million, respectively. We pay interest on each series of our senior notes semi-annually in arrears at the respective annual rates indicated in the table above.

Under the terms of the senior notes indenture, our ability to incur indebtedness and pay dividends is subject to restrictions and the satisfaction of various conditions. As of December 31, 2015, we are in compliance with all of these covenants.

We completed the following senior notes transactions in 2015 and 2014:

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On May 15, 2015, we issued $500 million 4% Series E Senior Notes due June 2025 for proceeds of approximately $495 million, net of discounts, underwriting fees and expenses. Interest is payable semi-annually on June 15 and December 15, commencing June 15, 2015. Net proceeds, along with cash on hand, were used on June 15, 2015 to redeem $500 million of 5 7/8% Series X Senior Notes due 2019 at an aggregate redemption price of $515 million.

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On October 14, 2015, we issued $400 million of 4.5% Series F Senior Notes due February 2026 for proceeds of approximately $395 million, net of discounts, underwriting fees and expenses. Interest is payable semi-annually on February 1 and August 1, commencing February 1, 2016. Net proceeds, along with cash on hand and an additional $100 million draw on the credit facility, were used to redeem $500 million of 6% Series V Senior Notes due 2020 for $515 million in November 2015.

—

In February 2014, we redeemed the remaining $150 million 6¾% Series Q senior notes due 2016 for an aggregate price of $152 million.

Exchangeable Debentures. In 2009, Host L.P. issued $400 million of 2½% exchangeable senior debentures (the “Debentures”). In October 2015, Host L.P. gave notice that it would redeem all of its currently outstanding Debentures at a cash redemption price of 100% of the principal amount, plus accrued interest. At the time, the Debentures were exchangeable and the exchange price was equivalent to a Host Inc. share price of $12.45. Based on Host Inc.’s then current stock price, the exchange value of the Debentures exceeded the cash redemption price and holders of all but $1 million of the Debentures elected to exchange their Debentures for shares of Host Inc. common stock at the exchange value rather than receive the redemption price at par. As a result, we issued 32 million shares of Host Inc. common stock upon exchange (including $8.7 million of Debentures that holders had elected to exchange in July 2015) and redeemed approximately $1 million of Debentures for cash.

Interest expense recorded for our exchangeable senior debentures (including interest expense for debentures redeemed in 2015, 2014 and 2013) consists of the following (in millions):

	Year ended December 31,
	2015		2014		2013
Contractual interest expense (cash)	$	8	$	10	$	10
Non-cash interest expense due to discount amortization		13		16		15
Total interest expense	$	21	$	26	$	25

Authorization for Repurchase of Senior Notes and Exchangeable Senior Debentures. In February 2016, Host Inc.’s Board of Directors authorized repurchases of up to $500 million of senior notes and mortgage debt (other than in accordance with their terms).

Credit Facility. On June 27, 2014, we entered into a new senior revolving credit facility with Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, and certain other agents and lenders. The credit facility allows for revolving borrowings in an aggregate principal amount of up to $1 billion, including a foreign currency subfacility for Canadian dollars, Australian dollars, New Zealand dollars, Japanese yen, Euros, British pound sterling and, if available to the lenders, Mexican pesos, of up to the foreign currency equivalent of $500 million, subject to a lower amount in the case of New Zealand dollar and Mexican peso borrowings. The credit facility also provides a subfacility of up to $100 million for swingline borrowings in U.S. dollars, Canadian dollars, Euros and British pound sterling and a subfacility of up to $100 million for issuances of letters of credit. Host L.P. also has the option to increase the aggregate principal amount of the credit facility by up to $500 million, subject to obtaining additional loan commitments and satisfaction of certain conditions. The credit facility has an initial scheduled maturity of June 2018, with two six-month renewal options. The credit facility contained a term loan facility of $500 million, which replaced and refinanced the term loan under our prior facility of like amount. The term loan facility has an initial scheduled maturity of June 2017, with two one-year renewal options, resulting in a maturity for the entire credit facility of June 2019, if all renewal options are exercised, subject to certain conditions, including the payment of an extension fee and the accuracy of representations and warranties.

We pay interest on revolver borrowings under the credit facility at floating rates equal to LIBOR plus a margin ranging from 87.5 to 155 basis points (depending on Host L.P.’s unsecured long-term debt rating). We also pay a facility fee ranging from 12.5 to 30 basis points, depending on our rating and regardless of usage. Based on Host L.P.’s unsecured long-term debt rating as of December 31, 2015, we are able to borrow at a rate of LIBOR plus 100 basis points and pay a facility fee of 20 basis points.

On September 10, 2015, we closed on a $500 million term loan (“2015 Term Loan”) by exercising the accordion feature of our existing credit facility. The loan has a five-year maturity and its interest rate spread depends on our unsecured debt rating. At the time it closed, based on our unsecured debt rating, the loan has a floating interest rate of LIBOR + 110 bps (or approximately 1.3% all-in interest rate). This increases our credit facility to $2 billion, consisting of the $1 billion revolver and two $500 million term loans. On that same day, we drew $300 million on the 2015 Term Loan and drew the remaining $200 million on December 29, 2015. The proceeds were used to repay outstanding amounts on the revolver.

Net draws under the credit facility were $120 million in 2015, while in 2014 we repaid $221 million, net. As of December 31, 2015, we have $702 million available capacity under the revolver portion of our credit facility.

Financial Covenants. The credit facility contains covenants concerning allowable leverage, fixed charge coverage and unsecured interest coverage (as defined in our credit facility). Currently, we are permitted to borrow and maintain amounts outstanding under the credit facility so long as our leverage ratio is not in excess of 7.25x, our unsecured coverage ratio is not less than 1.75x and our fixed charge coverage ratio is not less than 1.25x. The financial covenants for the credit facility do not apply when there are no borrowings thereunder. Therefore, so long as there are no amounts outstanding, we would not be in default if we do not satisfy the financial covenants and we do not lose the potential to draw under the credit facility in the future if we were to regain compliance with the financial covenants. These calculations are performed based on pro forma results for the prior four fiscal quarters, giving effect to transactions such as acquisitions, dispositions and financings as if they had occurred at the beginning of the period. Under the terms of the credit facility, interest expense excludes items such as gains and losses on the extinguishment of debt, deferred financing charges related to the senior notes or the credit facility, amortization of debt premiums or discounts that were recorded at issuance of a loan in order to establish the debt at fair value and non-cash interest expense due to the implementation in 2009 of accounting standards related to our exchangeable debentures, all of which are included in interest expense on our consolidated statement of operations. Additionally, total debt used in the calculation of our leverage ratio is based on a “net debt” concept, under which cash and cash equivalents in excess of $100 million are deducted from our total debt balance. As of December 31, 2015, we are in compliance with the financial covenants under our credit facility.

Collateral and Guarantees. The credit facility initially does not include any subsidiary guarantees or pledges of equity interests in our subsidiaries, and the guarantees and pledges are required only in the event that Host L.P.’s leverage ratio exceeds 6.0x for two consecutive fiscal quarters at a time that Host L.P. does not have an investment grade long-term unsecured debt rating. In the event that such guarantee and pledge requirement is triggered, the guarantees and pledges ratably would benefit the credit facility, as well as the notes outstanding under Host L.P.’s senior notes indenture, interest rate and currency hedges and certain other hedging and bank product arrangements with lenders that are parties to the credit facility. Even when triggered, the guarantees and pledges only would be required by certain U.S. and Canadian subsidiaries of Host L.P. and a substantial portion of our subsidiaries would provide neither guarantees nor pledges of equity interests. As of December 31, 2015, our leverage ratio was 2.8x.

Other Covenants and Events of Default. The credit facility contains restrictive covenants on customary matters. Certain covenants become less restrictive at any time that our leverage ratio falls below 6.0x. In particular, at any time that our leverage ratio is below 6.0x, we will not be subject to limitations on capital expenditures, and the limitations on acquisitions, investments and dividends contained in the credit facility will be superseded by the generally less restrictive corresponding covenants in our senior notes indenture. Additionally, the credit facility’s restrictions on the incurrence of debt and the payment of dividends generally are consistent with our senior notes indenture for our Series D senior notes. These provisions, under certain circumstances, limit debt incurrence to debt incurred under the credit facility or in connection with a refinancing, and limit dividend payments to those necessary to maintain Host Inc.’s tax status as a REIT. Our senior notes and credit facility have cross default provisions that would trigger a default under those agreements if we were to have a payment default or an acceleration prior to maturity of other debt of Host L.P. or its subsidiaries. The amount of other debt in default needs to exceed certain thresholds in order to trigger a cross default and the thresholds are greater for secured debt than for unsecured debt. The credit facility also includes usual and customary events of default for facilities of this nature, and provides that, upon the occurrence and continuance of an event of default, payment of all amounts owed under the credit facility may be accelerated, and the lenders’ commitments may be terminated. In addition, upon the occurrence of certain insolvency or bankruptcy related events of default, all amounts owed under the credit facility will become due and payable and the lenders’ commitments will terminate.

Mortgage Debt

All of our mortgage debt is recourse solely to specific assets, except for environmental liabilities, fraud, misapplication of funds and other customary recourse provisions. As of December 31, 2015, we have mortgage debt secured by seven assets, with an average interest rate of 4.7%, which mortgage debt matures between 2016 and 2024. Interest is payable either monthly or quarterly. As of December 31, 2015, we are in compliance with the covenants under all of our mortgage debt obligations.

We have made the following mortgage debt repayments since January 2014:

					Maturity
Transaction Date	Property	Rate			Date	Amount
Repayments
November 2015	Novotel Queenstown Lakeside		6.65	%	2/18/2016	$	(20	)
October 2015	Novotel Auckland Ellerslie and ibis Auckland Ellerslie		6.40	%	2/18/2016		(15	)
February 2014	The Ritz-Carlton, Naples and Newport Beach Marriott Hotel		3.25	%	3/1/2014		(300	)

Aggregate Debt Maturities

Aggregate debt maturities are as follows (in millions):

	As of December 31, 2015
2016	$	163
2017		500
2018		334
2019		—
2020		500
Thereafter		2,550
		4,047
Deferred financing costs		(29	)
Unamortized (discounts) premiums, net		(2	)
Capital lease obligations		1
	$	4,017

Other

On October 30, 2014, we redeemed the $12 million 7.125% Dulles Airport Industrial Development Revenue Bonds. On June 25, 2014, we redeemed the $40 million 7.75% Philadelphia Airport Industrial Development Revenue Bonds. Additionally, on June 15, 2014, we redeemed the $32 million 7% Newark Airport Industrial Development Refunding Revenue Bonds.

Interest

The following items are included in interest expense (in millions):

	Year ended December 31,
	2015⁽¹⁾			2014⁽¹⁾			2013⁽¹⁾
Interest expense	$	234		$	214		$	304
Amortization of debt premiums/discounts, net ⁽²⁾		(13	)		(16	)		(15	)
Amortization of deferred financing costs		(8	)		(8	)		(10	)
Non-cash losses on debt extinguishments		(11	)		(2	)		(13	)
Change in accrued interest		12			1			16
Interest paid ⁽³⁾	$	214		$	189		$	282
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(1)	Interest expense and interest paid for 2015, 2014 and 2013 include cash prepayment premiums of approximately $30 million, $2 million and $23 million, respectively.

(2)	Primarily represents the amortization of the debt discount on our Debentures, which is considered non-cash interest expense.

(3)	Does not include capitalized interest of $5 million, $7 million and $6 million during 2015, 2014 and 2013, respectively.

Our debt repayments resulted in debt extinguishment costs included in interest expense for 2015, 2014 and 2013 of $41 million, $4 million and $36 million, respectively.