Investor Relations

Dividend & Tax Information

Important Note:The information provided here is intended to afford general guidelines on matters of interest to limited partners. The application and impact of tax laws can vary from case to case based upon the specific or unique facts involved.

Accordingly, the information presented here is not intended to serve as legal, accounting or tax advice. Readers are encouraged to consult with professional advisors for advice concerning specific matters before making any decision. The General Partners and Host Hotels & Resorts disclaim any responsibility for positions taken by partners in their tax returns or for any misunderstanding on the part of readers.

The information in this section relates to investments in the following limited partnership:

  • Host Hotels & Resorts, L.P. (formerly Host Marriott, L.P.) ("Host")

The topics covered in this section include:

  • Limited Partnership Schedule K-1s
  • Tax Impact of the Sale of a Limited Partnership Investment
  • The Merger with Host
  • Tax Results of the Exchange of OP Units for Common Shares, and Cost Basis for Common Shares Taken in Exchange for OP Units
  • Tax Impact of the Redemption of OP units in Host

Limited Partnership Schedule K-1s

Each year, limited partners in all partnerships are mailed a Schedule K-1 and a booklet regarding the use of the information provided on the K-1 in filing your federal and state tax returns. This booklet includes most of the additional forms you would need relating to your partnership investment for your federal return.

Limited Partnership tax issues are extremely complex. Therefore, we recommend that each limited partner consult with their own tax advisor regarding these investments. Either you or your advisor may contact Partnership Investor Relations for assistance.

The Schedule K-1 is prepared after the partnership's year-end financial statements are completed and audited. Although this means the earliest K-1s can be mailed is March, it minimizes the likelihood of any later amended filings that could affect your returns. Timing of the Schedule K-1 mailing depends upon how complicated the particular partnership's tax situation is for that year. Therefore, we suggest you check on the timing of your partnership's K-1 when planning your tax preparation schedule.

  • To receive copies of prior years' K-1s, please contact our transfer agent, Gemisys at 1-800-797-6812. They may require a signed written request via mail, facsimile or e-mail.
  • To have a copy of your K-1 sent to your tax advisor, please contact our transfer agent, Gemisys at 1-800-797-6812. They may require a signed written request with the appropriate information via mail, facsimile or e-mail.

In the interest of accuracy and confidentiality we do not provide specific tax information from an investor's K-1 over the telephone.

Tax Impact of the Sale of a Limited Partnership Investment

Generally, the sale of a limited partnership investment will result in a taxable gain. This is because the tax impact is calculated beginning with your tax basis in the investment, not your purchase price.

Over the life of your investment, each time you received a cash distribution or used allocated losses to offset income, your basis was reduced by the corresponding amount. In very simple terms, if you purchased your investment for $10,000 and over the life of your investment you received $5,000 in cash distributions and used $3,000 in allocated losses to offset income, your basis for tax purposes has been reduced to $2,000.

$10,000 - ($5,000 + $3,000) = $2,000

Therefore, if you sell your investment for $7,000, you will have a gain of $5,000; not a loss of $3,000.

The Merger with Host

Please refer to the Prospectus/Consent Solicitation document dated October 8, 1998.

On December 29, 1998, eight limited partnerships merged with Host. As a result of this transaction, limited partners who owned units in the following partnerships received units of Host (OP Units).

Exchange Value Dollars/unit Number of OP Units

Common Stock Dividends

Exchange Value Dollars/unitNumber of OP Units
Atlanta Marriott Marquis II45,4253,415
Chicago Suites33,2562,500
Desert Springs40,8803,074
Hanover123,2029,263
Marriott Diversified American Hotels109,4728,231
Marriott Hotel Properties 164,89912,398
Marriott Hotel Properties II237,33417,845
Potomac Hotel Limited Partnership5,040379

To determine the number of OP Units, the exchange value was divided by the average share price of Host Marriott Common Shares (NYSE: HMT) for the first twenty days of 1999 or $13.30.

Each limited partner had the option to exchange their OP Units for Common Shares or a Note. If a limited partner chose to keep their OP Units, their capital account that was transferred to their Host, LP on December 30, 1998 was maintained and there was no capital transaction to report for 1998. The capital transaction will occur, when at the limited partners' discretion, the OP Units are redeemed.

OP Units may be redeemed at any time after December 30, 1999. For redemption documents, please contact our Transfer Agent,

Gemisys
800-797-6812

Tax Results of the Exchange of OP Units for Common Shares, and Cost Basis for Common Shares Taken in Exchange for OP Units

The determination of the taxable gain for the exchange of OP Units for Common Shares will depend in part upon the fair market value of the Host Hotels & Resorts Common Shares received.

Tax Impact of the Redemption of OP units in Host

The determination of the taxable gain for the redemption of OP Units for Common Shares will depend in part upon the fair market value of the Host Common Shares or Cash Amount received. Common Shares will be issued on a one for one basis, ten business days after the redemption. The redemption generally will occur on the tenth business day after the notice to exercise the Unit Redemption Right by a holder of OP units is given to the Operating Partnership. Notice, for this purpose, is receipt in good order by the Transfer Agent, Gemisys, of the Notice of Redemption. This document may be obtained by contacting Gemisys at 800-797-6812. No other document will be accepted for this purpose.

Exchanging your OP units will be treated as a sale of those units for federal income tax purposes. The sale price can be considered the market value of the Common Shares at the close of the market the day prior to the date they are issued to you. There may be a significant tax impact that may influence your decision to redeem your OP units. You should refer to the tax booklet included with your K-1 for the worksheet to assist you in calculating the tax impact of redeeming your OP Units. Please consult with your personal tax advisor before redeeming your OP units.

Limited Partner OP unit Transfer Agent:

Gemisys
800-797-6812
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