XML 43 R15.htm IDEA: XBRL DOCUMENT v3.20.4
Equity of Host Inc. and Capital of Host L.P.
12 Months Ended
Dec. 31, 2020
Equity [Abstract]  
Equity of Host Inc. and Capital of Host L.P.

6.

Equity of Host Inc. and Capital of Host L.P.

Equity of Host Inc.

Host Inc. has authorized 1,050 million shares of common stock, with a par value of $0.01 per share, of which 705.4 million and 713.4 million were outstanding as of December 31, 2020 and 2019, respectively. Fifty million shares of no par value preferred stock are authorized; none of such preferred shares was outstanding as of December 31, 2020 and 2019.

Capital of Host L.P.

As of December 31, 2020, Host Inc. is the owner of approximately 99% of Host L.P.’s common OP units. The remaining 1% of Host L.P.’s common OP units are held by various unaffiliated limited partners. Each common OP unit may be redeemed for cash or, at the election of Host Inc., Host Inc. common stock, based on the conversion ratio of 1.021494 shares of Host Inc. common stock for each OP unit. During the Covenant Relief Period, all redemptions must be made with Host Inc. common stock. In connection with the issuance of shares by Host Inc., Host L.P. will issue OP units based on the same conversion ratio. As of December 31, 2020 and 2019, Host L.P. had 697.7 million and 705.8 million OP units outstanding, respectively, of which Host Inc. held 690.5 million and 698.3 million, respectively.

Repurchases and Issuances of Common Stock and Common OP Units

In February 2017, the Host Inc. Board of Directors authorized a program to repurchase up to $500 million of common stock. On August 5, 2019, Host Inc.’s Board of Directors authorized an increase in its share repurchase program from $500 million to $1 billion. During 2020, we repurchased 8.9 million shares at an average price of $16.49 per share, exclusive of commissions, for a total of $147 million. In 2019, we repurchased 27.8 million shares at an average price of $17.37 per share, exclusive of commissions, for a total of $482 million. As of December 31, 2020, we have $371 million available for repurchase under the program. Under the terms of the Amendment of our credit facility, we currently are restricted from repurchasing stock or OP units.

Dividends/Distributions

Host Inc. is required to distribute at least 90% of its annual taxable income, excluding net capital gains, to its stockholders in order to maintain its qualification as a REIT. Funds used by Host Inc. to pay dividends on its common stock are provided by distributions from Host L.P. The amount of any future dividends will be determined by Host Inc.’s Board of Directors.

The dividends that were taxable to our stockholders in 2020 were considered 5.9% qualified REIT dividends, 3.6% qualified dividend income, 46.6% unrecaptured Section 1250 gain, and 43.9% long term capital gain. The dividends that were taxable to our stockholders in 2019 were considered 63.4% qualified REIT dividends, 33.7% qualified dividend income, 2.5% unrecaptured Section 1250 gain, and 0.4% long term capital gain. The 2020 and 2019 qualified REIT dividends are eligible for the 20% deduction provided by Section 199A.

The table below presents the amount of common dividends declared per share and common distributions per unit as follows:

 

 

Year ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Common stock

 

$

.20

 

 

$

.85

 

 

$

.85

 

Common OP units

 

 

.204

 

 

 

.868

 

 

 

.868

 

 

As part of our response to COVID-19 and in order to preserve cash and future financial flexibility, we suspended our regular quarterly common cash dividends, commencing with the second quarter 2020 dividend that would have been paid in July 2020. Additionally, based on the terms of the credit facility amendments, we are restricted to paying a quarterly common cash dividend of $0.01 per share or higher amounts to the extent necessary to allow Host Inc. to maintain REIT status or to avoid corporate income or excise taxes, until after the covenant waiver period expires following the second quarter of 2022.