<PAGE>

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-K

        [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
             EXCHANGE ACT OF 1934

                                      OR

        [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934


<TABLE>
<S>                                         <C>
For the Fiscal Year Ended December 31, 2001       Commission File No. 0-25087
</TABLE>


                              HOST MARRIOTT, L.P.

                      Delaware                 52-2095412
              (State of Incorporation)      (I.R.S. Employer
                                         Identification Number)

                              10400 Fernwood Road
                           Bethesda, Maryland 20817
                                (301) 380-9000

          Securities registered pursuant to Section 12(g) of the Act:

                              Title of each class
                      ----------------------------------
  Units of limited partnership interest (286,012,373 units outstanding as of
                                March 22, 2002)

   Indicate by check mark whether the registrant (i) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (ii) has been subject to such filing
requirements for the past 90 days.  Yes [X]  No [_]

                      Document Incorporated by Reference
Notice of 2002 Annual Meeting and Proxy Statement of Host Marriott Corporation

================================================================================


<PAGE>

                          FORWARD-LOOKING STATEMENTS

   This annual report on Form 10-K and the information incorporated by
reference herein include forward-looking statements. We have based these
forward-looking statements on our current expectations and projections about
future events. We identify forward-looking statements in this annual report and
the information incorporated by reference herein by using words or phrases such
as "anticipate", "believe", "estimate", "expect", "intend", "may be",
"objective", "plan", "predict", "project" and "will be" and similar words or
phrases, or the negative thereof.

   These forward-looking statements are subject to numerous assumptions, risks
and uncertainties. Factors which may cause our actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by us in those statements include, among
others, the following:

    .  national and local economic and business conditions, including the
       effect of the terrorist attacks of September 11, 2001 on travel, that
       will affect, among other things, demand for products and services at our
       hotels and other properties, the level of room rates and occupancy that
       can be achieved by such properties and the availability and terms of
       financing and our liquidity;

    .  our ability to maintain the properties in a first-class manner,
       including meeting capital expenditure requirements;

    .  our ability to compete effectively in areas such as access, location,
       quality of accommodations and room rate structures;

    .  our ability to acquire or develop additional properties and the risk
       that potential acquisitions or developments may not perform in
       accordance with expectations;

    .  our degree of leverage which may affect our ability to obtain financing
       in the future;

    .  our degree of compliance with current debt covenants;

    .  changes in travel patterns, taxes and government regulations which
       influence or determine wages, prices, construction procedures and costs;

    .  government approvals, actions and initiatives, including the need for
       compliance with environmental and safety requirements, and changes in
       laws and regulations or the interpretation thereof;

    .  the effects of tax legislative action, including specified provisions of
       the Work Incentives Improvement Act of 1999 as enacted on December 17,
       1999 (we refer to this as the "REIT Modernization Act");

    .  the ability of our sole general partner, Host Marriott Corporation, to
       continue to satisfy complex rules in order for it to qualify as a REIT
       for federal income tax purposes, our ability to satisfy the rules for us
       to qualify as a partnership for federal income tax purposes, and the
       ability of certain of our subsidiaries to qualify as taxable REIT
       subsidiaries for federal income tax purposes, and our ability and the
       ability of our subsidiaries to operate effectively within the
       limitations imposed by these rules; and

    .  other factors discussed below under the heading ''Risk Factors'' and in
       other filings with the Securities and Exchange Commission.

   Although we believe the expectations reflected in our forward-looking
statements are based upon reasonable assumptions, we can give no assurance that
we will attain these expectations or that any deviations will not be material.
Except as otherwise required by the federal securities laws, we disclaim any
obligation or undertaking to publicly release any updates or revisions to any
forward-looking statement contained in this annual report on Form 10-K and the
information incorporated by reference herein to reflect any change in our
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

                                      1


<PAGE>


Items 1 & 2.  Business and Properties

Introduction

   We are a limited partnership owning full-service hotel properties, whose
sole general partner is Host Marriott Corporation, a Maryland corporation
("Host REIT"). As of March 1, 2002, we own 122 hotels representing
approximately 58,000 rooms located throughout North America. Most of our hotels
are operated under brand names that are among the most respected and widely
recognized in the lodging industry--including the Marriott, Ritz-Carlton, Four
Seasons, Hilton, Hyatt and Swissotel brand names.

   Our primary business objective is to provide superior total returns to our
unitholders through a combination of distributions, appreciation in net asset
value per unit, and growth in funds from operations, or FFO, by focusing on
aggressive asset management and disciplined capital allocation. FFO is defined
by the National Association of Real Estate Investment Trusts as net income
computed in accordance with GAAP, excluding gains or losses from sales of
properties, plus real estate-related depreciation and amortization, and after
adjustments for unconsolidated partnerships and joint ventures.

   We were formed in connection with Host REIT's efforts to convert its
business operations to qualify as a real estate investment trust, or "REIT,"
for federal income tax purposes. As part of this conversion, which we refer to
as the REIT conversion, on December 29, 1998, Host Marriott and various of its
subsidiaries contributed substantially all of their assets to us and we assumed
substantially all of their liabilities. The hotel ownership business formerly
conducted by Host Marriott and its subsidiaries is conducted by and through
Host Marriott, L.P. and our subsidiaries, and Host Marriott was merged with and
into Host REIT. Host REIT owns approximately 92% of Host Marriott, L.P.

   In this report, we refer to ourselves as "Host Marriott, L.P.," the
"operating partnership," or "Host L.P.," to our sole general partner (excluding
its subsidiaries) as "Host REIT" and its predecessor, Host Marriott, a Delaware
corporation, as "Host Marriott."

   The address of our principal executive office is 10400 Fernwood Road,
Bethesda, Maryland, 20817. Our phone number is 301-380-9000.

The Lodging Industry

   The lodging industry in the United States consists of both private and
public entities, which operate in an extremely diversified market under a
variety of brand names. Competition in the industry is based primarily on the
level of service, quality of accommodations, convenience of locations and room
rates. In order to cater to a wide variety of tastes and needs, the lodging
industry is broadly segmented into six categories: luxury, upper-upscale,
upscale, midscale (with and without food and beverage service) and economy.
Most of our hotels operate in urban markets in either the luxury lodging
segment (represented by such brand names as Ritz-Carlton and Four Seasons) and
the upper-upscale lodging segment (represented by such brand names as Marriott,
Hilton, Hyatt, Swissotel, Crowne Plaza, Doubletree, Renaissance and Westin).
Although the competitive position of each of our hotel properties varies by
market, we believe that our properties compare favorably to their competitive
set in their respective markets.

   A common measure used by the industry to evaluate the operations of a hotel
is "Revenue per available room," or "RevPAR," which is defined as the product
of the average daily room rate charged and the average daily occupancy
achieved. RevPAR does not include food and beverage or other ancillary revenues
such as parking, telephone or other guest services generated by the property.
The lodging industry experienced significant RevPAR declines in 2001 compared
to 2000 due to the sluggish economy that was intensified by the September 11,
2001 terrorist attacks. We believe that the lodging industry will continue to
experience RevPAR declines at least through the first half of 2002. From 1991
through 1997, the upper-upscale sector of the lodging industry benefited from a
favorable supply/demand imbalance, driven in part by low construction levels
combined with high gross domestic product, or GDP, growth. However, beginning
in 1998, supply has moderately outpaced demand, causing slight declines in
occupancy rates in the sector in which we operate, although room rates
continued to increase through 2000. The relative balance between

                                      2


<PAGE>

supply and demand growth in the industry and the segments in which we operate
may be influenced by a number of factors, including growth of the economy,
interest rates, unique local considerations and the relatively long lead time
to develop urban, convention and resort hotels. The current amount of excess
supply growth in the upper-upscale and luxury portions of the full-service
segment of the lodging industry has been much less severe than that experienced
in the lodging industry in other economic downturns. Growth in room supply in
the upper-upscale sector continued in 2001, while room demand declined during
the year. We believe that during 2002, the rate of supply growth will begin to
decrease as the lack of availability of development financing slows new
construction. However, demand decreased substantially in 2001 because of the
economic recession, and the decline was deepened by the terrorist attacks on
September 11, 2001. We believe that demand will remain below historical levels
at least during the first half of 2002, but should begin to grow toward the end
of 2002 and continue in 2003 if the economy strengthens.

   According to Smith Travel Research, RevPAR for hotels operating in the
upper-upscale and luxury segments decreased 12% for the year ended December 31,
2001 when compared to the year ended December 31, 2000. This decrease resulted
from decreases in occupancy and average daily rate for this period of 10% and
2%, respectively. Our portfolio of hotels has experienced an overall decline in
RevPAR that is consistent with the results of our segment as a whole.

Business Strategy

   Our primary business objective is to provide superior total returns to our
unitholders through a combination of distributions, appreciation in net asset
value per unit, and growth in FFO, a frequently used measure in the real estate
industry. In order to achieve this objective we employ the following strategies:

    .  we acquire existing upper-upscale and luxury full-service hotels as
       market conditions permit, including hotels operated by leading
       management companies which satisfy our investment criteria such as
       Marriott, Ritz-Carlton, Four Seasons, Hyatt, and Hilton. Such
       acquisitions may be completed through various means including
       transactions involving entities in which we are already a partner,
       public and private portfolio transactions, single asset transactions and
       by entering into joint ventures when we believe our return on investment
       will be maximized by doing so;

    .  we seek to maximize the value of our existing portfolio through
       aggressive asset management, by working with the managers of our hotels
       to reduce the operating costs of our hotels and increase revenues, as
       well as by completing selective capital improvements and expansions that
       are designed to improve operations;

    .  we selectively expand existing properties and develop new upper-upscale
       and luxury full-service hotels operated by leading management companies
       that we believe satisfy our investment criteria and employ transaction
       structures which mitigate our risk; and

    .  we seek to recycle capital through opportunistic asset sales and
       selective disposal of non-core assets, including older assets with
       significant capital needs, assets that are at a competitive risk given
       potential new supply, or assets in slower-growth markets.

   Our acquisition strategy focuses on hotels operating in the upper-upscale
and luxury full-service segments of the market. We believe these market
segments will continue to offer opportunities over time to acquire assets at
attractive multiples of cash flow and at discounts to replacement value. Our
acquisition criteria continues to focus on:

    .  properties in locations that are difficult to duplicate with high costs
       for market entry by prospective competitors, such as hotels located in
       urban, airport and resort/convention locations;

    .  properties operated under premium brand names, such as Marriott,
       Ritz-Carlton, Four Seasons, Hilton, and Hyatt; and

    .  underperforming hotels that can be improved by conversion to high
       quality brands;

                                      3


<PAGE>

   We believe we are well-qualified to pursue our acquisition and development
strategy. Management has extensive experience in acquiring and financing
lodging properties and believes its industry knowledge, relationships and
access to market information provide a competitive advantage with respect to
identifying, evaluating and acquiring lodging properties, as well as improving
and maintaining the quality of the hotel assets.

   Our acquisition efforts since 1998 have been limited and primarily focused
on acquiring the interests of limited or joint venture partners, consolidating
our ownership of assets already included in the portfolio and purchasing the
lessee interests that were created as part of the REIT conversion. We are
exploring acquisitions with an emphasis on transactions that can be
accomplished, at least in part, through the issuance of operating partnership
units such that our overall debt ratios are improved. Recently, our
acquisitions have been limited due to the lack of availability of suitable
candidates that complement our portfolio of upper-upscale and luxury hotels and
provide an attractive return on our investments, increased price competition
for upper-upscale and luxury hotels, and capital limitations due to weak equity
markets for REIT stocks. We expect that lack of liquidity will ultimately cause
some property owners to make some of their properties available for sale;
however, the timing of these potential sales is uncertain. We believe that
acquisitions that meet our criteria will provide the highest and best use of
our capital.

   Our asset management team, which consists of professionals with extensive
industry knowledge and relationships, focuses on maximizing the value of our
existing portfolio through working with our managers to reduce operating costs
at our hotels and to provide economic incentives to individual and business
travelers in selected markets in order to increase demand; monitoring property
and brand performance; pursuing expansion and repositioning opportunities;
overseeing capital expenditure budgets and forecasts; assessing return on
investment expenditure opportunities; and analyzing competitive supply
conditions in each market.

   In addition to acquiring and maintaining superior assets, a key part of our
strategy is to have the hotels managed by leading management companies. As of
March 1, 2002, 101 of our 122 properties were managed by subsidiaries of
Marriott International as Marriott or Ritz-Carlton brand hotels and an
additional eight hotels are part of Marriott International's full-service hotel
system through franchise agreements. The remaining hotels are managed by
leading management companies including Four Seasons, Hyatt and Swissotel. In
general, we believe that these premium brands have consistently outperformed
the industry. Demonstrating the strength of our portfolio, our comparable
properties, consisting of 116 hotels, owned directly or indirectly by us for
the entire 2001 and 2000 fiscal years (excluding nine hotels with
non-comparable operating environments as a result of acquisitions,
dispositions, property damage, and expansion and development projects),
generated 24% and 26% RevPAR premiums over other similar brands in the
upper-upscale and luxury segment for fiscal years 2001 and 2000, respectively,
based on information from Smith Travel Research.

Operating Structure

   Host REIT, our sole general partner, manages all aspects of our business.
This includes decisions with respect to sales and purchases of hotels, our
financing, the leasing of the hotels, and capital expenditures for the hotels
subject to the terms of the leases and the management agreements. Together with
Host REIT, we continue, in an UPREIT structure, the full-service hotel
ownership business formerly conducted by Host Marriott and its subsidiaries.
We, or one or more of our subsidiaries, own all of our hotels.

   Host Marriott and its subsidiaries and affiliates consummated a series of
transactions in order to qualify as a REIT for federal income tax purposes for
the fiscal year beginning January 1, 1999 (a process which we refer to as the
REIT conversion). During 1998, Host Marriott reorganized its hotels and certain
other assets so that they would be owned us and our subsidiaries. Host Marriott
and its subsidiaries received a number of operating partnership interests, or
OP Units, equal to the number of then outstanding shares of Host Marriott
common stock, and we and our subsidiaries assumed substantially all of the
liabilities of Host Marriott and its subsidiaries. As a result of this
reorganization, Host REIT is our sole general partner. OP Units owned by
holders other than Host REIT are redeemable at the option of the holders,
generally commencing one year after the issuance of their OP Units. Upon
redemption of an OP Unit, a holder would receive cash from us in an amount
equal to the market

                                      4


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value of one share of Host REIT common stock. However, in lieu of a cash
redemption by us, Host REIT has the right to acquire any OP Unit offered for
redemption directly from the holder thereof in exchange for one share of Host
REIT common stock. As of December 31, 2001, Host REIT owned approximately 92%
of our outstanding OP Units.

   Due to certain tax laws restricting REITs from deriving revenues directly
from the operations of hotels, as part of the REIT conversion, the hotel
properties were leased by us and our subsidiaries to third party lessees that,
in turn, assumed or entered into agreements with Marriott International and
other hotel operators to conduct the day-to-day management of the hotels.
During 1999 and 2000, approximately 95% of our hotels were leased to Crestline
Capital Corporation and its subsidiaries.

   The REIT Modernization Act, which was enacted in December 1999, amended the
tax laws to permit REITs, effective January 1, 2001, to lease hotels to a
subsidiary that qualifies as a taxable REIT subsidiary, and to own all of the
voting stock of such subsidiary. The earnings of the taxable REIT subsidiary
are subject to normal corporate level federal and state income taxes.

   Effective January 1, 2001, a wholly owned taxable REIT subsidiary of ours,
HMT Lessee LLC (the "TRS") acquired from Crestline the equity interests in the
lessees of 112 of our hotels and the leasehold interests in four hotels for
$207 million in cash, including approximately $6 million of legal fees and
transfer taxes. In connection with that transaction, we recorded a
non-recurring, pre-tax loss related to the termination of the leases for
financial reporting purposes of $207 million during the fourth quarter of 2000,
net of an $82 million tax benefit which we have recorded as a deferred tax
asset, because for income tax purposes, the transaction is recorded as an
acquisition of leasehold interests that will be amortized over the remaining
term of the leases.

   During June 2001, we completed two other transactions, which resulted in the
acquisition by the TRS of our remaining four leases held by third parties.
Effective June 16, 2001, we acquired the lease for the San Diego Marriott Hotel
and Marina by purchasing the lessee equity interest from Crestline for $2.7
million net of an income tax benefit of $1.8 million. Also in June 2001, in
connection with the acquisition from Wyndham International, Inc. of the
minority limited partnership interests in five partnerships holding seven
hotels, we acquired the leases for three hotels: the San Diego Marriott Mission
Valley, the Minneapolis Marriott Southwest, and the Albany Marriott.

   Prior to the effectiveness of the REIT Modernization Act, we held a 95%
non-voting interest in two taxable subsidiaries, Rockledge Hotel Properties,
Inc. ("Rockledge") and Fernwood Hotel Assets, Inc. ("Fernwood"), that held
assets in which, under REIT rules, we could not own a controlling interest. As
a result of the effectiveness of the REIT Modernization Act, we were able to
acquire the remaining 5% economic interest and 100% of the voting interest in
these subsidiaries for $2 million. The purchase was consummated in April of
2001, and, as a result, we now consolidate these subsidiaries.

   The acquisition of the leases through taxable REIT subsidiaries enables us
to better control our portfolio of hotels and was accretive to our earnings and
cash flows. There can be no guarantee, however, that we will benefit from
similar favorable results in the future. Further, on a consolidated basis our
results of operations will reflect the revenues and expenses, including taxes
paid by the taxable REIT subsidiaries, generated by these hotels rather than
rental income.

   We also consolidate seven entities in which we have a controlling financial
interest. At December 31, 2001, these entities own, in the aggregate, 8 hotels,
with $842 million in assets and $400 million in debt, all of which is
non-recourse to Host Marriott. Our ownership in these entities varies from
50.5% to 97.5%.

Lodging Property Portfolio

   Overview.  Our lodging portfolio, as of March 1, 2002, consists of 122
upper-upscale and luxury full-service hotels containing approximately 58,000
rooms. Our hotel lodging properties represent quality upper-upscale and luxury
assets in the full-service segment and are operated under various premium
brands including Marriott, Ritz-Carlton, Four Seasons, Hilton, Hyatt, and
Swissotel.

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   The following chart details our portfolio by brand:


<TABLE>
<CAPTION>
                                           Number
                                             of
                       Brand               Hotels Rooms
                       -----               ------ ------
                       <S>                 <C>    <C>
                       Marriott managed...   91   46,383
                       Marriott franchised    8    2,321
                       Ritz-Carlton.......   10    3,831
                       Hyatt..............    4    2,214
                       Swissotel..........    4    1,970
                       Four Seasons.......    2      608
                       Other brands.......    3      682
                                            ---   ------
                                            122   58,009
                                            ===   ======
</TABLE>


   Our hotels average approximately 475 rooms. Twelve of our hotels have more
than 750 rooms. Hotel facilities typically include meeting and banquet
facilities, a variety of restaurants and lounges, swimming pools, gift shops
and parking facilities. Our hotels primarily serve business and pleasure
travelers and group meetings at locations that are generally well situated with
significant barriers to entry by competitors. These locations include downtown
areas of major metropolitan cities, airports and resort/convention locations
where there are limited or no development sites and suburban areas near
business corridors. The average age of the properties is 18 years, although
many of the properties have had substantial renovations or major additions.

   To maintain the overall quality of our lodging properties, each property
undergoes refurbishments and capital improvements on a regularly scheduled
basis. Typically, refurbishing has been provided at intervals of five years,
based on an annual review of the condition of each property. For fiscal years
2001, 2000 and 1999 we spent $230 million, $271 million and $211 million,
respectively, on capital improvements to existing properties. As a result of
these expenditures, we expect to maintain high-quality rooms, restaurants and
meeting facilities at our properties. During the current economic downturn we
are conserving funds by temporarily suspending certain major capital
expenditures.

   Acquisitions.  Recently, our acquisitions have been limited due to the lack
of availability of suitable candidates that complement our portfolio of
upper-upscale and luxury hotels and provide an attractive return on our
investments, increased price competition for upper-upscale and luxury hotels,
and capital limitations due to weak equity markets for REIT stocks. During the
three-year period from 1996 through 1998, we acquired 77 full-service hotels,
but since 1998 our acquisitions have primarily focused on acquiring the
interests of limited or joint venture partners, consolidating our ownership of
assets already included in the portfolio and repurchasing the lessee interests
that were created as part of our REIT conversion. We believe that acquisitions
that meet our criteria will provide the highest and best use of our capital.

   During 2001, we acquired outstanding minority interests in seven hotels from
Wyndham for $60 million. In addition, we acquired the voting interests
representing 5% of the equity interests in two previously non-controlled
subsidiaries for approximately $2 million. During 2000, we acquired a
non-controlling partnership interest in JWDC Limited Partnership, which owns
the 772-room J.W. Marriott Hotel in Washington, D.C., for $40 million and have
the option to purchase the outstanding interests beginning in 2002. Also during
2000, we invested with Marriott International in the Courtyard joint venture
described below in "Business and Properties--Other Real Estate Investments."
During 1999, our acquisitions were limited to the purchase of minority
interests in two hotels where we had previously acquired the controlling
interests, for a total consideration of approximately $14 million.

   Through subsidiaries we currently own four Canadian and two Mexican
properties, with 2,548 rooms. International acquisitions are limited due to the
difficulty in meeting our stringent return criteria. However, we intend to
continue to evaluate acquisition opportunities in Canada and other
international locations. We will acquire international properties only when we
believe such acquisitions offer satisfactory returns after adjustments for
currency and country risks.

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<PAGE>

   Dispositions.  We will also consider from time to time selling hotels that
do not fit our long-term strategy or otherwise meet our ongoing investment
criteria, including, for example, hotels in some smaller or slower growth
markets, hotels that require significant future capital improvements and other
underperforming assets. We typically reinvest the net proceeds from any
property sales into upper-upscale and luxury hotels more consistent with our
strategy or otherwise apply such net proceeds in a manner consistent with our
investment strategy (which has included open market purchases of Host REIT's
common stock, OP Units, Host REIT's convertible redeemable preferred securities
and other securities). Under the terms of our amended bank credit facility into
which we entered into in late 2001, we are required to use the net proceeds
from any sale of hotel properties to repay amounts due, if any, under our bank
credit facility. As of March 1, 2002, we have no borrowings under our credit
facility. The following table summarizes our dispositions from January 1, 1999
through March 1, 2002 (in millions, except number of rooms):


<TABLE>
<CAPTION>
                                                                                 Pre-tax
                                                                                   Gain
                                                                                  (Loss)
                                                                       Total        on
Property                                        Location     Rooms Consideration Disposal
--------                                    ---------------- ----- ------------- --------
<S>                                         <C>              <C>   <C>           <C>
1999 Dispositions
Minneapolis/Bloomington Marriott........... Bloomington, MN   479      $ 35        $10
Saddle Brook Marriott...................... Saddle Brook, NJ  221        15          3
Marriott's Grand Hotel Resort and Golf Club Point Clear, AL   306        28         (2)
The Ritz-Carlton, Boston................... Boston, MA        275       119         15
El Paso Marriott........................... El Paso, TX       296         1         (2)

2001 Dispositions
Vail Marriott Mountain Resort.............. Vail, CO          349        50         15
Pittsburgh City Center Marriott............ Pittsburgh, PA    402        15         (3)
</TABLE>


   During January 2002, we transferred one of our non-core properties, the St.
Louis Marriott Pavilion hotel, to the mortgage lender. Due to the original
management agreement and debt structure of this partnership, we had not been
receiving any cash flow after payments of debt service from this property. In
the first quarter, we will write off the remaining $13 million of property and
equipment, eliminate $37 million of mortgage debt and related liabilities and
record a non-cash gain of approximately $22 million.

   Development Projects.  During 2000 and 2001, we focused our energies on
increasing the value of our current portfolio with selective investments,
expansions at existing hotels and a limited amount of new development projects.
Concurrent with the slowdown in the economy, we had evaluated the timing and
size of many of our capital projects. For 2001, we had anticipated spending
approximately $350 million in total capital expenditures, including $225
million in replacement and renewal expenditures. Subsequent to September 11,
however, we temporarily suspended certain major capital expenditures. As a
result of the actions taken, our capital expenditures for 2001, not including
new investments such as the Ritz-Carlton, Naples Golf Resort, were $230
million. Based on expected business conditions, we anticipate that our capital
spending will be approximately $185 million in 2002. Over the past three years,
our capital spending has focused on properly maintaining and enhancing the
values of our existing hotels. As a result of the regular attention we have
paid to maintaining our assets at a high standard and the high quality of our
assets, we believe that these capital reductions are achievable during this
period without materially affecting the long-term value of our portfolio. For
the four-year period beginning in 1998, we have spent $1.3 billion on capital
expenditures, including $798 million in replacement and renewal expenditures.
As the industry recovers, we plan to continue our strategy of pursuing capital
expenditure projects designed to enhance the value of our hotels.

   In January 2002, we opened the 295-room Ritz-Carlton, Naples Golf Resort,
which is approximately 2 miles from our existing Ritz-Carlton, Naples hotel, at
a development cost of approximately $75 million. The golf resort has 15,000
square-feet of meeting space, four food and beverage outlets, and full access
to 36 holes of a Greg Norman-designed golf course surrounding the hotel. The
newly created golf resort, as well as the 50,000 square-foot world-class
beachfront spa facility, which opened in April 2001 at a cost of $26 million,
will operate in

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concert with the 463-room Ritz-Carlton, Naples and will offer travelers an
unmatched resort experience. Further, given the close proximity of the
properties to each other, we hope to benefit from cost efficiencies and the
ability to capture larger groups.

   Also, during June 2001, we completed the addition of a 20,000 square foot
oceanfront spa to the Marriott Harbor Beach Resort at a development cost of $8
million.

   During 2000, we completed construction of a 717-room full-service Marriott
hotel adjacent to the convention center in downtown Tampa, Florida. The hotel
(completed at a development cost of approximately $104 million, excluding a $16
million tax subsidy by the City of Tampa, Florida) opened for business on
February 19, 2000 and includes 45,000 square feet of meeting space, three
restaurants and a 30-slip marina as well as many other amenities.

   At the Orlando World Center Marriott Resort, the addition of a 500-room
tower and 15,000 square feet of meeting space was placed in service in June
2000 at an approximate development cost of $88 million, making this hotel the
largest in the Marriott system with 2,000 rooms and over 200,000 square feet of
meeting space. We have also renovated the property's golf course, added a
multi-level parking deck, and upgraded and expanded several restaurants.

   We also accomplished various projects to enhance revenues, control expenses
and enhance technology at the hotels. In 2001, we reached an agreement with a
national parking management company to act as an advisor to us regarding
methods to maximize revenues from the parking facilities throughout our entire
portfolio. During 2000, we added approximately 36,000 square feet of new
meeting space and 200 premium-priced rooms to the portfolio, and approved new
parking contracts at four of our properties. We authorized utility conservation
efforts including energy management strategies at five properties, the closing
of several unprofitable food and beverage outlets, and the development of a
program to review labor models. We also approved and implemented internet
connectivity solutions and in-room portal and entertainment options to better
meet the technology needs of our customers.

   Portfolio Performance.  The chart below sets forth performance information
for our comparable properties as of December 31, 2001:


<TABLE>
<CAPTION>
                                                 2001      2000
                                                -------   -------
              <S>                               <C>       <C>
              Comparable Full-Service Hotels(1)
              Number of properties.............     116       116
              Number of rooms..................  53,580    53,580
              Average daily rate............... $151.02   $156.50
              Occupancy percentage.............   70.0 %    77.7 %
              RevPAR........................... $105.71   $121.55
              RevPAR % change..................   (13.0)%
</TABLE>

--------
(1) Consists of 116 properties owned, directly or indirectly, by us for the
    entire 2001 and 2000 fiscal years, respectively, excluding nine properties
    with non-comparable operating environments as a result of acquisitions,
    dispositions, substantial property damage, or major expansion and
    development projects.

   The chart below presents some performance information for our entire
portfolio of full-service hotels as of December 31, 2001:


<TABLE>
<CAPTION>
                                           2001(1)   2000    1999(2)
                                           -------  -------  -------
          <S>                              <C>      <C>      <C>
          Portfolio of Full-Service Hotels
          Number of properties............     122      122      121
          Number of rooms.................  58,385   58,370   57,086
          Average daily rate.............. $151.68  $158.24  $149.51
          Occupancy percentage............    69.9%    77.6%    77.7%
          RevPAR.......................... $105.96  $122.72  $116.13
</TABLE>

--------
(1) Includes the operating results of the New York World Trade Center Marriott
    which was destroyed on September 11, 2001, the Vail Marriott Mountain
    Resort and Pittsburgh City Center Marriott which were sold in December 2001
    and the St Louis Pavilion Marriott which was transferred to the lender
    during January of 2002.
(2) Includes the operating results for five properties, which were sold at
    various times throughout 1999, through the date of sale.

                                      8


<PAGE>

   The following table presents performance information for our comparable
properties by geographic region for 2001 and 2000:


<TABLE>
<CAPTION>
                              As of               Year Ended                  Year Ended
                        December 31, 2001      December 31, 2001           December 31, 2000
                        ----------------- --------------------------- ---------------------------
                                          Average   Average           Average   Average
                          No. of   No. of  Daily   Occupancy           Daily   Occupancy
                        Properties Rooms   Rate   Percentages RevPAR   Rate   Percentages RevPAR
                        ---------- ------ ------- ----------- ------- ------- ----------- -------
<S>                     <C>        <C>    <C>     <C>         <C>     <C>     <C>         <C>
Comparable Full-Service
 Hotels (1)
Atlanta................     15      6,542 $150.80    65.0%    $ 98.02 $151.11    72.7%    $109.82
DC Metro...............     13      4,995  150.67    67.9      102.26  152.54    76.5      116.68
Florida................     11      4,878  160.52    71.7      115.15  157.33    77.1      121.28
International..........      4      1,636  102.04    71.8       73.28  108.26    74.8       80.94
Mid-Atlantic...........      9      6,221  189.43    77.5      146.77  209.40    81.8      171.23
Mountain...............      8      3,310  110.02    66.2       72.79  114.25    74.1       84.64
New England............      6      2,279  144.62    66.2       95.78  158.21    77.8      123.11
North Central..........     15      5,394  131.20    66.9       87.80  136.98    75.6      103.53
Pacific................     23     11,812  163.96    68.9      112.98  169.60    80.7      136.83
South Central..........     12      6,513  132.32    75.5       99.91  133.97    78.9      105.71
                           ---     ------ -------    ----     ------- -------    ----     -------

     All regions.......    116     53,580 $151.02    70.0%    $105.71 $156.50    77.7%    $121.55
                           ===     ====== =======    ====     ======= =======    ====     =======
</TABLE>

--------
(1) Consists of 116 properties owned, directly or indirectly, by us for the
    entire 2001 and 2000 fiscal years, respectively, excluding nine properties
    with non-comparable operating environments as a result of acquisitions,
    dispositions, substantial property damage, or major expansion and
    development projects.

   Our properties have reported annual increases in RevPAR in every year since
1993 except the year just ended. Based upon data provided by Smith Travel
Research, our comparable properties have an approximate 6 and 7 percentage
point occupancy premium for fiscal years 2001 and 2000, respectively, and an
approximate 24% and 26% RevPAR premium over similar brands in the upper-upscale
and luxury segments for fiscal years 2001 and 2000, respectively. We believe
the hotel brands in the upper-upscale and luxury full-service segment that are
most representative of our overall portfolio of full-service hotels are Ritz
Carlton; Marriott; Four Seasons; Crowne Plaza; Doubletree; Hyatt; Hilton;
Radisson; Renaissance; Sheraton; Westin; and Wyndham.

   Historically, our hotels have experienced relatively high occupancy rates,
which along with strong demand for full-service hotel rooms have allowed the
managers of our hotels to increase average daily room rates by selectively
raising room rates for certain types of bookings and by minimizing, in
specified cases, discounted group business. For the year ended December 31,
2001, as a percentage of total rooms sold, transient business comprised 58%,
and group business, including contract business, comprised 42%.

   The occupancy rates and average daily rates commanded by our properties in
2001 and 2000 exceeded both the industry as a whole and the upper-upscale and
luxury full-service segment. The attractive locations of our hotels, the
limited availability of new building sites for new construction of competing
full-service hotels, and the lack of availability of financing for new
full-service hotels has allowed us to maintain RevPAR and average daily rate
premiums over our competitors in these service segments. For our comparable
hotels, average daily rates increased 6.3% in 2000. The increase in average
daily rate helped generate a strong increase in comparable hotel RevPAR of 6.6%
for the same period. However, for 2001, operations for our comparable
properties declined with average occupancy and RevPAR decreasing 7.7 percentage
points and 13.0%, respectively. Furthermore, because our lodging operations
have a high fixed-cost component, increases/decreases in RevPAR generally yield
greater percentage increases/decreases in our earnings and cash flows. As a
result of the decline in operations in 2001, we have been working with our
managers to achieve cost reductions at the properties that have slowed the
decrease in operating margins. These cost reduction efforts have been
accelerated since the events of September 11. The efforts were successful based
on the ratio of RevPAR to EBITDA calculated for both the year and the fourth
quarter. While RevPAR declined 28% for the fourth quarter, margins were only

                                      9


<PAGE>

down 5.0 percentage points, resulting in a ratio of RevPAR to EBITDA decline of
only 1.4 times. Similarly, while RevPAR declined 13% for the full year, margins
were only down 2.9 percentage points, resulting in a ratio of RevPAR to EBITDA
decline of only 1.5 times. Although some of these savings will not be
permanent, we do believe that we have achieved meaningful long-term
efficiencies. Also, as a result of our acquisition in 2001 of the lessee
entities and/or leasehold interests, changes in earnings and cash flow at those
properties now have a direct effect on our consolidated earnings and cash
flows. See "Business and Properties--Operating Structure."

   The economic trends affecting the hotel industry and the overall economy
will be a major factor in the operating partnership's ability to generate
growth in hotel revenues. Additionally, the abilities of the managers to curb
operating costs while continuing to maintain high quality hotels will have a
material impact on future hotel level sales and operating profit growth. If the
current economic conditions continue, operations may decline further in 2002.

   Foreign Operations.  During 2000 and 1999, our foreign operations consisted
of four full-service hotel properties located in Canada. Effective in the
second quarter of 2001, with the acquisition of a controlling voting interest
in Rockledge, we own a controlling interest in a partnership that owns two
full-service hotel properties in Mexico and, as a result, began consolidating
the operations of those hotel properties. During 2001, 2000, and 1999,
respectively, 98% of total revenues were attributed to sales within the United
States, and the remaining 2% of total revenues were attributed to foreign
countries.

   Competition.  We compete with other hotel owners through the ownership of
premium branded hotels in downtown/urban, airport, and resort locations. Our
competitors include Starwood Hotels and Resorts, Hilton Hotel Corporation,
Wyndham International, FelCor Lodging Trust, and MeriStar Hospitality
Corporation.

   We believe that our properties will continue to enjoy competitive advantages
arising from their participation in the Marriott, Ritz-Carlton, Four Seasons,
Hilton, Hyatt and Swissotel hotel brand systems. The national marketing
programs and reservation systems of each of these managers, as well as the
advantages of strong customer preference for these upper-upscale and luxury
brands should also help these properties to maintain or increase their premium
over competitors in both occupancy and room rates. Repeat guest business is
enhanced by guest rewards programs offered by Marriott, Hilton, Hyatt and
Swissotel. Each of the managers maintains national reservation systems that
provide reservation agents with complete descriptions of the rooms available
and up-to-date rate information from the properties. Our website
(www.hostmarriott.com) currently permits users to connect to the Marriott,
Ritz-Carlton, Four Seasons, Hilton and Hyatt reservation systems to reserve
rooms in our hotels.

   Seasonality.  Our hotel sales have traditionally experienced moderate
seasonality. Additionally, hotel revenues in the fourth quarter reflect sixteen
weeks of results compared to twelve weeks for the first three quarters of the
fiscal year. As a result of the events of September 11, 2001 and the subsequent
decline in the economy, the fourth quarter 2001 dispersion rate was 6
percentage points below that of 1999 and 2000. During 1999 and 2000, the hotel
sales were not recorded in our revenues, as most of our hotels were leased to
third parties. However, hotel sales were used to calculate rental income.
Average hotel sales by quarter for the years 1999 through 2001 for our lodging
properties are as follows:


<TABLE>
<CAPTION>
                                             First  Second   Third  Fourth
    Year                                    Quarter Quarter Quarter Quarter
    ----                                    ------- ------- ------- -------
    <S>                                     <C>     <C>     <C>     <C>
    1999...................................   22%     24%     21%     33%
    2000...................................   21      25      21      33
    2001...................................   24      27      22      27
                                              --      --      --      --
    Average................................   22%     25%     22%     31%
                                              ==      ==      ==      ==
</TABLE>


                                      10


<PAGE>

   Hotel Properties.  The following table sets forth the location and number of
rooms of our 122 hotels as of March 1, 2002. All of the properties are
currently leased to our wholly owned taxable REIT subsidiaries, unless
otherwise indicated. Each hotel is operated as a Marriott brand hotel unless
otherwise indicated by its name.

<TABLE>
<CAPTION>
                 Location                                Rooms
                 --------                                -----
                 <S>                                     <C>
                 Arizona
                   Mountain Shadows Resort..............   337
                   Scottsdale Suites....................   251
                   The Ritz-Carlton, Phoenix............   281
                 California
                   Coronado Island Resort(1)............   300
                   Costa Mesa Suites....................   253
                   Desert Springs Resort and Spa........   884
                   Fullerton(1).........................   224
                   Hyatt Regency, Burlingame............   793
                   Manhattan Beach(1)...................   380
                   Marina Beach(1)......................   370
                   Newport Beach........................   586
                   Newport Beach Suites.................   254
                   Ontario Airport......................   299
                   Sacramento Airport(3)................    85
                   San Diego Hotel and Marina(1)(2)..... 1,356
                   San Diego Mission Valley(2)..........   350
                   San Francisco Airport................   684
                   San Francisco Fisherman's Wharf......   285
                   San Francisco Moscone Center(1)...... 1,498
                   San Ramon(1).........................   368
                   Santa Clara(1).......................   755
                   The Ritz-Carlton, Marina del Rey(1)..   304
                   The Ritz-Carlton, San Francisco......   336
                   Torrance.............................   487
                 Colorado
                   Denver Southeast(1)..................   590
                   Denver Tech Center...................   625
                   Denver West(1).......................   305
                 Connecticut
                   Hartford/Farmington..................   380
                   Hartford/Rocky Hill(1)...............   251
                 Florida
                   Fort Lauderdale Marina...............   580
                   Harbor Beach Resort(1)(2)(3).........   637
                   Jacksonville(1)......................   256
                   Miami Airport(1).....................   782
                   Miami Biscayne Bay(1)................   605
                   Orlando World Center Resort.......... 2,000
                   Palm Beach Gardens...................   279
                   Singer Island Hilton.................   223
                   Tampa Airport(1).....................   295
                   Tampa Waterside......................   717
                   Tampa Westshore(1)...................   309
                   The Ritz-Carlton, Amelia Island......   449
                   The Ritz-Carlton, Naples.............   463
                   The Ritz-Carlton, Naples Golf Resort.   295
                 Georgia
                   Atlanta Marriott Marquis............. 1,671
                   Atlanta Midtown Suites(1)............   254
                   Atlanta Norcross.....................   222
                   Atlanta Northwest....................   401
                   Atlanta Perimeter(1).................   400
                   Four Seasons, Atlanta................   244
                   Grand Hyatt, Atlanta.................   438
</TABLE>


<TABLE>
<CAPTION>
                   Location                             Rooms
                   --------                             -----
                   <S>                                  <C>
                   Georgia (continued)
                     JW Marriott Hotel at Lenox(1).....   371
                     Swissotel, Atlanta................   348
                     The Ritz-Carlton, Atlanta.........   444
                     The Ritz-Carlton, Buckhead........   553
                   Illinois
                     Chicago/Deerfield Suites..........   248
                     Chicago/Downers Grove Suites......   254
                     Chicago/Downtown Courtyard........   337
                     Chicago O'Hare....................   681
                     Chicago O'Hare Suites(1)..........   256
                     Swissotel, Chicago................   630
                   Indiana
                     South Bend(1).....................   300
                   Louisiana
                     New Orleans....................... 1,290
                   Maryland
                     Bethesda(1).......................   407
                     Gaithersburg/Washingtonian Center.   284
                   Massachusetts
                     Boston/Newton.....................   430
                     Hyatt Regency, Cambridge..........   469
                     Swissotel, Boston.................   498
                   Michigan
                     The Ritz-Carlton, Dearborn........   308
                     Detroit Livonia...................   224
                     Detroit Romulus...................   245
                     Detroit Southfield................   226
                   Minnesota
                     Minneapolis City Center...........   583
                     Minneapolis Southwest(2)..........   321
                   Missouri
                     Kansas City Airport(1)............   382
                   New Hampshire
                     Nashua............................   251
                   New Jersey
                     Hanover...........................   353
                     Newark Airport(1).................   591
                     Park Ridge(1).....................   289
                   New Mexico
                     Albuquerque(1)....................   411
                   New York
                     Albany(2).........................   359
                     New York Financial Center.........   504
                     New York Marquis(1)............... 1,944
                     Swissotel, The Drake..............   494
                   North Carolina
                     Charlotte Executive Park..........   298
                     Greensboro/Highpoint(1)...........   299
                     Raleigh Crabtree Valley...........   375
                     Research Triangle Park............   224
                   Ohio
                     Dayton............................   399
                   Oklahoma
                     Oklahoma City.....................   354
                     Oklahoma City Waterford...........   197
</TABLE>


                                      11


<PAGE>


<TABLE>
<CAPTION>
                 Location                                Rooms
                 --------                                -----
                 <S>                                     <C>
                 Oregon
                   Portland.............................   503
                 Pennsylvania
                   Four Seasons, Philadelphia...........   364
                   Philadelphia Convention Center(1)(2). 1,408
                   Philadelphia Airport(1)..............   419
                 Tennessee
                   Memphis..............................   403
                 Texas
                   Dallas/Fort Worth Airport............   492
                   Dallas Quorum(1).....................   547
                   Houston Airport(1)...................   565
                   Houston Medical Center(1)............   386
                   JW Marriott Houston..................   514
                   Plaza San Antonio(1).................   252
                   San Antonio Rivercenter(1)........... 1,001
                   San Antonio Riverwalk(1).............   512
                 Utah
                   Salt Lake City(1)....................   510
                 Virginia
                   Dulles Airport(1)....................   368
                   Fairview Park........................   395
                   Hyatt Regency, Reston................   514
</TABLE>


<TABLE>
<CAPTION>
                Location                                 Rooms
                --------                                 ------
                <S>                                      <C>
                Virginia (continued)
                  Key Bridge(1).........................    586
                  Norfolk Waterside(1)..................    404
                  Pentagon City Residence Inn...........    299
                  The Ritz-Carlton, Tysons Corner(1)....    398
                  Washington Dulles Suites..............    254
                  Westfields............................    335
                  Williamsburg..........................    295
                Washington
                  Seattle SeaTac Airport................    459
                Washington, DC
                  Washington Metro Center...............    456
                Canada
                  Calgary...............................    380
                  Toronto Airport(2)....................    423
                  Toronto Eaton Center(1)...............    459
                  Toronto Delta Meadowvale..............    374
                Mexico
                  JW Marriott Hotel, Mexico City (2)(3).    312
                  Mexico City Airport Hotel (2)(3)......    600
                                                         ------
                TOTAL................................... 58,009
                                                         ======
</TABLE>


--------
(1) The land on which this hotel is built is leased under one or more long-term
    lease agreements.
(2) This property is not wholly owned by the operating partnership.
(3) This property is not leased to the TRS.

Other Real Estate Investments

   In addition to our 122 full-service hotels, we maintain investments in
general and/or limited partner interests in partnerships that in the aggregate
own 2 full-service hotels and 158 limited service hotels, as well as other real
estate investments, the operations of which we do not consolidate. During 2001,
our EBITDA from these partnership investments was less than 1% of our total
EBITDA. Typically, we and certain of our subsidiaries manage our investments
and, through a combination of general and limited partnership and limited
liability company interests, conduct the venture's or partnership's business.
As of December 31, 2001, the combined balance sheets of these investments
included approximately $1.7 billion in assets and $1.3 billion in debt,
principally mortgages. All partnership investments in which we do not own a
controlling interest are accounted for using the equity method, and,
accordingly, do not consolidate the debt or assets on our balance sheet. All of
the debt of those partnerships is non-recourse to us and our subsidiaries.

   The hotels owned by the partnerships are currently operated under management
agreements with Marriott International or its subsidiaries. As the general
partner, we oversee and monitor Marriott International and its subsidiaries'
performance pursuant to these agreements. Additionally, we are responsible for
the payment of partnership obligations from partnership funds, preparation of
financial reports and tax returns and communications with lenders, limited
partners and regulatory bodies. As the general partner, we are reimbursed for
the cost of providing these services subject to limitations in certain cases.
Cash distributions provided from these partnerships are tied to the overall
performance of the underlying properties and the overall level of debt.
Distributions from these partnerships to us were $8.8 million in 2001 and $1.3
million in 2000. There were no distributions in 1999.

   On March 1, 2002, we mailed a consent solicitation to the limited partners
of Marriott Residence Inn Limited Partnership, in which we own a 1% general
partnership interest, relating to the sale of the partnership to a third party.
The partnership owns 15 Residence Inn hotels. We have received sufficient votes
as of March 20, 2002 to approve the sale subject to normal and customary
closing conditions, and we anticipate the sale to close

                                      12


<PAGE>

during the second quarter of 2002. Additionally, we are currently in
discussions to sell the Marriott Residence Inn II Limited Partnership, which
owns 23 Residence Inn hotels, including our 1% general partnership interest.
The proceeds to us from the sale of these partnerships, if any, would not be
material.

   Effective August 16, 2001, we sold our limited partnership interests in the
Fairfield Inn Limited Partnership for an immaterial amount and withdrew as
general partner, eliminating any further role in the partnership. Additionally,
Mutual Benefit/Marriott Hotel Associates-I L.P., a partnership of which Host
REIT is general partner and the owner of the Richmond Marriott Hotel, filed for
Chapter 11 bankruptcy protection in December 2001. Host REIT is currently in
discussions with the City of Richmond, other independent parties, and the
primary lender regarding restructuring the partnership.

   As a result of the consolidation of Rockledge during March 2001, we own a
49% interest in the partnership that owns the 36-hole Greg Norman-designed golf
course surrounding our Ritz-Carlton, Naples Golf Resort. As previously
discussed, during 2000 we acquired a non-controlling interest in the
partnership that owns the 772-room J.W. Marriott Hotel in Washington, D.C. for
$40 million. This partnership has $95 million in debt that is non-recourse to
Host Marriott.

   Courtyard Joint Venture.  In March 2000, Rockledge formed a joint venture
with Marriott International to acquire and hold the partnership interests in
the Courtyard by Marriott Limited Partnership ("CBM I") and Courtyard by
Marriott II Limited Partnership ("CBM II"), which together own 120 Courtyard by
Marriott properties totaling 17,559 rooms. The formation of the joint venture
and the acquisition of the CBM I and CBM II partnership interests was effected
as part of a settlement of litigation brought against Host Marriott and
Marriott International by CBM I and CBM II limited partners. For our 50%
interest in the joint venture the operating partnership and Rockledge
contributed $90 million and the CBM I and CBM II partnership interests that we
already owned. The joint venture acquired the partnership interests in CBM I
and CBM II for an aggregate payment in cash of $372 million, which was funded
by our cash contribution together with Marriott International's cash
contribution and $200 million of non-recourse mezzanine debt provided by
Marriott International to the joint venture. Additionally, the joint venture
has approximately $735 million of debt, all of which is non-recourse to and not
guaranteed by Host Marriott, that consists of the following: 1) The $287
million mortgage maturing April 2012 requiring monthly payments of principal
and interest at a fixed interest rate of 7.865% which is secured by the 50
hotels owned by CBM I. 2) The $127 million senior notes maturing February 2008
requiring semiannual interest payments at a fixed interest rate of 10.75%. The
notes are secured by a first priority pledge of CBM II of its general and
limited partnership interests. 3) The $321 million multi-class commercial
mortgage pass-through certificates maturing January 2013 requiring monthly
payments of principal and interest at weighted average interest rate of 7.8%,
which is secured by first priority mortgage liens on the 69 hotels owned by CBM
II. Each of the joint venture's 120 hotels is operated by Marriott
International pursuant to long-term management agreements. Since we do not
control the Courtyard joint venture, we record our investment using the equity
method of accounting.

   HPT Leases.  Prior to 1997, we divested certain limited-service hotel
properties through the sale and leaseback of 53 Courtyard properties and 18
Residence Inn properties to Hospitality Properties Trust ("HPT"). The Courtyard
and Residence Inn properties are subleased to subsidiaries of Crestline under
sublease agreements and are managed by Marriott International under long-term
management agreements. Revenues for these 71 properties of $77 million, $83
million and $80 million for 2001, 2000 and 1999, respectively, are reflected in
our rental income. Rental payments to HPT totaled $72 million, $74 million and
$71 million for 2001, 2000 and 1999, respectively.

   Other Real Estate Activities.  We conduct lease activity related to
approximately 249,000 square feet of office space in four buildings that we own
in Atlanta, Chicago and San Francisco which is included in rental income in our
statements of operations. Additionally, we have lease and sublease activity
relating to Host Marriott's former restaurant operations for which we remain
contingently liable. As of December 31, 2001, the expected sublease rental
income for the restaurant operations exceeded our contingent lease liability.
We also have guarantees related to certain divested restaurant properties. The
guarantees totaled $57 million and

                                      13


<PAGE>

$68 million as of December 31, 2001 and 2000, respectively. We consider the
likelihood of any payments under any of these lease guarantees or contingencies
to be remote.

   During 2001, we recorded interest on a note relating to the 1994 sale of 26
Fairfield Inns under the cost recovery method.

   For a more detailed discussion of our other real estate investments, which
includes a summary of the outstanding debt balances of our affiliates, see Note
4 to the Consolidated Financial Statements, "--Investments in and Receivables
from Affiliates."

Environmental and Regulatory Matters

   Under various federal, state and local environmental laws, ordinances and
regulations, a current or previous owner or operator of real property may be
liable for the costs of removal or remediation of hazardous or toxic substances
on, under, or in such property. Such laws may impose liability whether or not
the owner or operator knew of, or was responsible for, the presence of such
hazardous or toxic substances. In addition, certain environmental laws and
common law principles could be used to impose liability for release of
asbestos-containing materials, and third parties may seek recovery from owners
or operators of real properties for personal injury associated with exposure to
released asbestos-containing materials. Environmental laws also may impose
restrictions on the manner in which property may be used or business may be
operated, and these restrictions may require expenditures. In connection with
our current or prior ownership or operation of hotels, we may be potentially
liable for any such costs or liabilities. Although we are currently not aware
of any material environmental claims pending or threatened against us, we can
offer no assurance that a material environmental claim will not be asserted
against us.

Material Agreements

   Our hotels are managed and operated by third parties pursuant to management
agreements with our subsidiaries to which we have leased our hotels. The
initial term of our management agreements is generally 15 to 20 years in length
with multiple renewal terms. As of March 1, 2002, 101 of our hotels are managed
by Marriott International or its affiliates as Marriott or Ritz-Carlton hotels.
The following is a brief summary of the material terms typical to our current
management agreements, an example of which has been filed with the Securities &
Exchange Commission as an exhibit to this report.

  .  General.  Under each management agreement, the manager provides complete
     management services to the applicable lessee with respect to management of
     such lessee's hotels.

  .  Operational services.  The managers have sole responsibility and exclusive
     authority for all activities necessary for the day-to-day operation of the
     hotels, including establishing all room rates, processing reservations,
     procuring inventories, supplies and services, providing periodic
     inspection and consultation visits to the hotels by the managers'
     technical and operational experts and promoting and publicizing of the
     hotels. The manager receives compensation in the form of a base management
     fee and an incentive management fee, typically calculated as percentages
     of gross revenues and operating profits, respectively. The incentive
     management fee typically is paid only after an agreed upon return has been
     paid to our lessee subsidiary from the remaining profit to the hotel.

  .  Executive supervision and management services.  The managers provide all
     managerial and other employees for the hotels, review the operation and
     maintenance of the hotels, prepare reports, budgets and projections,
     provide other administrative and accounting support services to the hotel,
     such as planning and policy services, financial planning, divisional
     financial services, risk planning services, product planning and
     development, employee planning, corporate executive management,
     legislative and governmental representation and certain in-house legal
     services; and protect trademarks, trade-names and service marks. The
     manager also provides a national reservations system.

                                      14


<PAGE>

  .  Chain services.  The management agreements require the manager to furnish
     chain services that are furnished generally on a central basis. Such
     services include: (1) the development and operation of computer systems
     and reservation services, (2) regional management and administrative
     services, regional marketing and sales services, regional training
     services, manpower development and relocation costs of regional personnel
     and (3) such additional central or regional services as may from time to
     time be more efficiently performed on a regional or group level. Costs and
     expenses incurred by the manager in providing such services are allocated
     among all hotels managed by the manager or its affiliates.


  .  Working capital and fixed asset supplies.  Our management agreements
     typically require us to maintain working capital for each hotel and to
     fund the cost of fixed asset supplies such as linen and other similar
     items. We are also responsible for providing funds to meet the cash needs
     for the hotel operations of the hotels if at any time the funds available
     from hotel operations are insufficient to meet the financial requirements
     of the hotels.

  .  FF&E replacements.  The management agreements generally provide that once
     each year the manager will prepare a list of furniture, fixtures and
     equipment (FF&E) to be acquired and certain routine repairs to be
     performed in the next year and an estimate of the funds that are necessary
     therefor, subject to our review or approval. Under the agreement, we are
     required to provide to the manager all necessary FF&E for the operation of
     the hotels (including funding any required FF&E replacements). For
     purposes of funding the FF&E replacements, a specified percentage of the
     gross revenues of the hotel is deposited by the manager in an escrow
     account (typically 5%). However, for 38 of our hotels, we have entered
     into an agreement with Marriott International to allow us to fund such
     expenditures directly as incurred from a consolidated account subject to
     maintaining a balance of the greater of $15 million or 40% of the total
     contributions made in the prior year to the reserve account at all times
     in the account used for such expenditures.

  .  Building alterations, improvements and renewals.  The management
     agreements require the manager to prepare an annual estimate of the
     expenditures necessary for major repairs, alterations, improvements,
     renewals and replacements to the structural, mechanical, electrical,
     heating, ventilating, air conditioning, plumbing and vertical
     transportation elements of each hotel. In addition to the foregoing, the
     management agreements generally provide that the manager may propose such
     changes, alterations and improvements to the hotel as are required, in the
     manager's reasonable judgment, to keep the hotel in a competitive,
     efficient and economical operating condition.

  .  Sale of the hotel.  Most of the management agreements limit our ability to
     sell, lease or otherwise transfer the hotels unless the transferee is not
     a competitor of the manager, and unless the transferee assumes the related
     management agreements and meets specified other conditions.

  .  Service marks.  During the term of the management agreements, the service
     mark, symbols and logos currently used by the manager, such as Marriott
     International, Ritz-Carlton, Four Seasons, Hyatt and Swissotel, may be
     used in the operation of the hotel. Any right to use the service marks,
     logo and symbols and related trademarks at a hotel will terminate with
     respect to that hotel upon termination of the management agreement with
     respect to such hotel.

  .  Termination fee.  Most of the management agreements provide that if the
     management agreement is terminated prior to its full term due to casualty,
     condemnation or the sale of the hotel, the manager would receive a
     termination fee.

  .  Termination for failure to perform.  Most of the management agreements may
     be terminated based upon a failure to meet certain financial performance
     criteria, subject to the manager's right to prevent such termination by
     making specified payments to us based upon the shortfall in such criteria.

   We are currently negotiating with Marriott International certain changes to
the management and other agreements for our Marriott-managed hotels. If made,
the changes, which remain subject to the consent of

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<PAGE>

various lenders to the properties and other third parties, would be effective
as of December 29, 2001. There can be no assurance that the negotiations will
be successful, that the changes will be made in substantially the form
described below or that we will receive the necessary consents to implement the
amendments. The amendments to the management agreements that are under
discussion include the following:

  .  Providing additional approval rights relating to the annual operating
     budgets and FF&E estimates;

  .  Reducing certain expenses to the properties and lowering our working
     capital requirements;

  .  Clarifying the circumstances and conditions under which Marriott
     International and its affiliates may earn a profit on transactions with
     the hotels, in addition to the amounts that Marriott International earns
     through its base and incentive management fees;

  .  Enhancing territorial restrictions for certain hotels;

  .  Reducing the incentive management fees that we pay on our portfolio of
     Marriott-managed hotels;

  .  Expanding the pool of hotels that are subject to an existing agreement
     that allows us to sell certain assets without a Marriott International
     management agreement, and revising the method for determining the number
     of hotels that may be sold without a Marriott International management
     agreement or a franchise agreement, and, in each case, without the payment
     of a termination fee; and

  .  Terminating Marriott International's right to purchase up to 20% of each
     class of Host REIT's outstanding voting shares upon certain changes of
     control and clarifying existing provisions in the management agreements
     that limit our ability to sell a hotel or our company to a competitor of
     Marriott International.

Employees

   We have 199 employees at March 1, 2002, including approximately 14 employees
who are covered by a collective bargaining agreement that is subject to review
and renewal on a regular basis. We believe that we and our managers generally
have good relations with labor unions and have not experienced any material
business interruptions as a result of labor disputes.

RISK FACTORS

   Prospective investors should carefully consider, among other factors, the
material risks described below.

Risks relating to redemption of OP Units

   A holder who redeems OP Units may have adverse tax effects.  A holder of OP
Units who redeems OP Units will be treated for tax purposes as having sold the
OP Units. The sale will be taxable and the holder will be treated as realizing
an amount equal to the sum of the value of the common stock or cash the holder
receives plus the amount of operating partnership nonrecourse liabilities
allocable to the redeemed OP Units. It is possible that the amount of gain the
holder recognizes could exceed the value of the common stock the holder
receives. It is even possible that the tax liability resulting from this gain
could exceed the value of the common stock or cash the holder receives.

   If a holder of OP Units redeems OP Units, the original receipt of the OP
Units may be subject to tax.  If a holder of OP Units redeems OP Units,
particularly within two years of receiving them, there is a risk that the
original receipt of the OP Units may be treated as a taxable sale under the
''disguised sale'' rules of the Internal Revenue Code. Subject to several
exceptions, the tax law generally provides that a partner's contribution of
property to a partnership and a simultaneous or subsequent transfer of money or
other consideration from the partnership to the partner will be presumed to be
a taxable sale. In particular, if money or other consideration is

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<PAGE>

transferred by a partnership to a partner within two years of the partner's
contribution of property, the transactions are presumed to be a taxable sale of
the contributed property unless the facts and circumstances clearly establish
that the transfers are not a sale. On the other hand, if two years have passed
between the original contribution of property and the transfer of money or
other consideration, the transactions will not be presumed to be a taxable sale
unless the facts and circumstances clearly establish that they should be.

   Differences between an investment in shares of common stock and OP Units may
affect redeeming holders of OP Units.  If a holder of OP Units elects to redeem
OP Units, we will determine whether the holder receives cash or shares of our
common stock in exchange for the OP Units. Although an investment in shares of
Host REIT's common stock is substantially similar to an investment in OP Units,
there are some differences between ownership of OP Units and ownership of
common stock. These differences include form of organization, management
structure, voting rights, liquidity and federal income taxation, some of which
may be material to investors.

   There are possible differing fiduciary duties of Host REIT, as the general
partner, and the Board of Directors of Host REIT.  Host REIT, as the general
partner of the operating partnership, and the Board of Directors of Host REIT,
respectively, owe fiduciary duties to their constituent owners. Although some
courts have interpreted the fiduciary duties of the Board of Directors in the
same way as the duties of a general partner in a limited partnership, it is
unclear whether, or to what extent, there are differences in such fiduciary
duties. It is possible that the fiduciary duties of the directors of Host REIT
to the shareholders may be less than those of Host REIT, as the general partner
of the operating partnership, to the holders of OP Units.

   We expect to make distributions to Host REIT even when we cannot otherwise
make restricted payments under the indenture and the bank credit
facility.  Even though we expect generally to be prohibited from making
restricted payments under the indenture, based upon our estimates of taxable
income for 2002, we expect to be able to make distributions to Host REIT under
the indenture and the bank credit facility.

   Under the indenture, we are only allowed to make restricted payments if, at
the time we make such a restricted payment, we are able to incur at least $1.00
of indebtedness under the "Limitation on Incurrence of Indebtedness and
Issuance of Disqualified Stock" covenant. If our consolidated coverage ratio
becomes less than 2.0 to 1.0, as we currently anticipate, we will not be able
to incur $1.00 of additional indebtedness and, thus, will not be able to make
any restricted payments until we comply with the covenant.

   Even when we are unable to make restricted payments during the period that
our consolidated coverage ratio is less than 2.0 to 1.0, the indenture permits
us to make permitted REIT distributions, which are any distributions (1) to
Host REIT that are necessary to maintain Host REIT's status as a REIT under the
Internal Revenue Code or to satisfy the distributions required to be made by
reason of Host REIT's making of the election provided for in Notice 88-19 (or
Treasury regulations issued pursuant thereto) if the aggregate principal amount
of all of our outstanding indebtedness (other than our convertible debt
obligations to Host REIT pertaining to its QUIPs) and that of our restricted
subsidiaries, on a consolidated basis, at such time is less than 80% of
Adjusted Total Assets (as defined in the indenture) and (2) to certain other
holders of our partnership units where such distribution is required as a
result of, or a condition to, the payment of distributions to Host REIT.

   We intend, during the period that we are unable to make restricted payments
under the indenture and under similar restrictions under the bank credit
facility, to continue our practice of distributing quarterly, based on our
current estimates of taxable income for any year, an amount of our available
cash sufficient to enable Host REIT to pay quarterly dividends on its preferred
stock (and, to the extent permitted under the bank credit facility, on its
common stock) in an amount necessary to satisfy the requirements applicable to
REITs under the Internal Revenue Code. In the event that we make distributions
to Host REIT in amounts in excess of those necessary for Host REIT to maintain
its status as a REIT, we will be in default under this indenture.

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<PAGE>

Risks of Ownership of Host REIT Common Stock

   There are limitations on the acquisition of Host REIT common stock and
changes in control.  The charter and bylaws of Host REIT, our partnership, Host
REIT's shareholder rights plan, the Maryland General Corporation Law and
certain contracts contain a number of provisions that could delay, defer or
prevent a transaction or a change in control of us that might involve a premium
price for Host REIT's shareholders or otherwise be in their best interests,
including the following:

      Ownership limit.  The 9.8% ownership limit described under "Risk
   Factors--Risks of Ownership of Our Common Stock--There are possible adverse
   consequences of limits on ownership of our common stock" may have the effect
   of precluding a change in control of us by a third party without the consent
   of Host REIT's Board of Directors, even if the change in control would be in
   the interest of Host REIT's shareholders, and even if the change in control
   would not reasonably jeopardize Host REIT's REIT status.

      Staggered board.  Host REIT's Board of Directors consists of eight
   members, but Host REIT's charter provides that the number of directors may
   be increased or decreased according to Host REIT's bylaws, provided that the
   total number of directors is not less than three nor more than 13. Pursuant
   to Host REIT's bylaws, the number of directors will be fixed by Host REIT's
   Board of Directors within the limits in Host REIT's charter. Host REIT's
   Board of Directors is divided into three classes of directors. Directors for
   each class are chosen for a three-year term when the term of the current
   class expires. The staggered terms for directors may affect Host REIT
   shareholders' ability to effect a change in control of Host REIT, even if a
   change in control would be in the interest of Host REIT's shareholders.

      Removal of board of directors.  Host REIT's charter provides that, except
   for any directors who may be elected by holders of a class or series of
   shares of capital stock other than Host REIT's common stock, directors may
   be removed only for cause and only by the affirmative vote of Host REIT
   shareholders holding at least two-thirds of Host REIT's outstanding shares
   entitled to be cast for the election of directors. Vacancies on the Board of
   Directors may be filled by the concurring vote of a majority of the
   remaining directors and, in the case of a vacancy resulting from the removal
   of a director by Host REIT's shareholders, by at least two-thirds of all the
   votes entitled to be cast in the election of directors.

      Preferred shares; classification or reclassification of unissued shares
   of capital stock without shareholder approval.  Host REIT's charter provides
   that the total number of shares of stock of all classes which Host REIT has
   authority to issue is 800,000,000, initially consisting of 750,000,000
   shares of common stock and 50,000,000 shares of preferred stock, of which
   14,140,000 shares of preferred stock were issued and outstanding as of March
   1, 2002. Host REIT's Board of Directors has the authority, without a vote of
   shareholders, to classify or reclassify any unissued shares of stock,
   including common stock into preferred stock or vice versa, and to establish
   the preferences and rights of any preferred or other class or series of
   shares to be issued. The issuance of preferred shares or other shares having
   special preferences or rights could delay or prevent a change in control
   even if a change in control would be in the interests of Host REIT's
   shareholders. Because Host REIT's Board of Directors has the power to
   establish the preferences and rights of additional classes or series of
   shares without a shareholder vote, Host REIT's Board of Directors may give
   the holders of any class or series preferences, powers and rights, including
   voting rights, senior to the rights of holders of Host REIT's common stock.

      Consent rights of the limited partners.  Under our partnership agreement,
   Host REIT generally will be able to merge or consolidate with another entity
   with the consent of partners holding percentage interests that are more than
   50% of the aggregate percentage interests of the outstanding limited
   partnership interests entitled to vote on the merger or consolidation,
   including any limited partnership interests held by Host REIT, as long as
   the holders of limited partnership interests either receive or have the
   right to receive the same consideration as Host REIT shareholders. Host
   REIT, as holder of a majority of the limited partnership interests, would be
   able to control the vote. Under Host REIT's charter, holders of at least
   two-thirds of Host REIT's outstanding shares of common stock generally must
   approve the merger or consolidation.

                                      18


<PAGE>

      Maryland business combination law.  Under the Maryland General
   Corporation Law, specified "business combinations," including specified
   issuances of equity securities, between a Maryland corporation and any
   person who owns 10% or more of the voting power of the corporation's then
   outstanding shares, or an "interested shareholder," or an affiliate of the
   interested shareholder are prohibited for five years after the most recent
   date in which the interested shareholder becomes an interested shareholder.
   Thereafter, any of these specified business combinations must be approved by
   80% of outstanding voting shares, and by two-thirds of voting shares other
   than voting shares held by an interested shareholder unless, among other
   conditions, the corporation's common shareholders receive a minimum price,
   as defined in the Maryland General Corporation Law, for their shares and the
   consideration is received in cash or in the same form as previously paid by
   the interested shareholder. Host REIT is subject to the Maryland business
   combination statute.

      Maryland control share acquisition law.  Under the Maryland General
   Corporation Law, "control shares" acquired in a "control share acquisition"
   have no voting rights except to the extent approved by a vote of two-thirds
   of the votes entitled to be cast on the matter, excluding shares owned by
   the acquiror and by officers or directors who are employees of the
   corporation. "Control shares" are voting shares which, if aggregated with
   all other voting shares previously acquired by the acquiror or over which
   the acquiror is able to exercise or direct the exercise of voting power
   (except solely by virtue of a revocable proxy), would entitle the acquiror
   to exercise voting power in electing directors within one of the following
   ranges of voting power: (1) one-fifth or more but less than one-third, (2)
   one-third or more but less than a majority or (3) a majority or more of the
   voting power. Control shares do not include shares the acquiring person is
   then entitled to vote as a result of having previously obtained shareholder
   approval. A "control share acquisition" means the acquisition of control
   shares, subject to specified exceptions. Host REIT is subject to these
   control share provisions of Maryland law, subject to an exemption for
   Marriott International pursuant to its purchase right discussed below. See
   "Risk Factors--Risks of Ownership of Our Common Stock--There are limitations
   on the acquisition of our common stock and changes in control--Marriott
   International purchase right."

      Merger, consolidation, share exchange and transfer of our
   assets.  Pursuant to Host REIT's charter, subject to the terms of any
   outstanding class or series of capital stock, Host REIT can merge with or
   into another entity, consolidate with one or more other entities,
   participate in a share exchange or transfer our assets within the meaning of
   the Maryland General Corporation Law if approved (1) by Host REIT's Board of
   Directors in the manner provided in the Maryland General Corporation Law and
   (2) by Host REIT's shareholders holding two-thirds of all the votes entitled
   to be cast on the matter, except that any merger of Host REIT with or into a
   trust organized for the purpose of changing our form of organization from a
   corporation to a trust requires only the approval of Host REIT's
   shareholders holding a majority of all votes entitled to be cast on the
   merger. Under the Maryland General Corporation Law, specified mergers may be
   approved without a vote of shareholders and a share exchange is only
   required to be approved by a Maryland corporation by its Board of Directors.
   Host REIT's voluntary dissolution also would require approval of
   shareholders holding two-thirds of all the votes entitled to be cast on the
   matter.

      Amendments to Host REIT's charter and bylaws.  Host REIT's charter
   contains provisions relating to restrictions on transferability of Host
   REIT's common stock, the classified Board of Directors, fixing the size of
   Host REIT's Board of Directors within the range set forth in Host REIT's
   charter, removal of directors and the filling of vacancies, all of which may
   be amended only by a resolution adopted by the Board of Directors and
   approved by Host REIT's shareholders holding two-thirds of the votes
   entitled to be cast on the matter. As permitted under the Maryland General
   Corporation Law, Host REIT's charter and bylaws provide that directors have
   the exclusive right to amend our bylaws. Amendments of this provision of
   Host REIT's charter also would require action of Host REIT's Board of
   Directors and approval by shareholders holding two-thirds of all the votes
   entitled to be cast on the matter.

      Marriott International purchase right.  As a result of our spin-off of
   Marriott International in 1993, Marriott International has the right to
   purchase up to 20% of each class of Host REIT's outstanding voting shares at
   the then fair market value when specific change of control events involving
   Host REIT occur,

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<PAGE>

   subject to specified limitations to protect Host REIT's REIT status. The
   Marriott International purchase right may have the effect of discouraging a
   takeover of Host REIT, because any person considering acquiring a
   substantial or controlling block of Host REIT's common stock will face the
   possibility that its ability to obtain or exercise control would be impaired
   or made more expensive by the exercise of the Marriott International
   purchase right. In connection with our negotiations with Marriott
   International on changes to our management agreements, we are discussing
   terminating this right and clarifying existing provisions in the management
   agreements that currently limit our ability to sell a hotel or the company
   to a competitor of Marriott International.

      Shareholder rights plan.  Host REIT adopted a shareholder rights plan
   which provides, among other things, that when specified events occur, Host
   REIT's shareholders will be entitled to purchase from Host REIT a newly
   created series of junior preferred shares, subject to Host REIT's ownership
   limit described below. The preferred share purchase rights are triggered by
   the earlier to occur of (1) ten days after the date of a public announcement
   that a person or group acting in concert has acquired, or obtained the right
   to acquire, beneficial ownership of 20% or more of our outstanding shares of
   common stock or (2) ten business days after the commencement of or
   announcement of an intention to make a tender offer or exchange offer, the
   consummation of which would result in the acquiring person's becoming the
   beneficial owner of 20% or more of Host REIT's outstanding common stock. The
   preferred share purchase rights would cause substantial dilution to a person
   or group that attempts to acquire Host REIT on terms not approved by Host
   REIT's Board of Directors.

   There are possible adverse consequences of limits on ownership of Host REIT
common stock.  To maintain its qualification as a REIT for federal income tax
purposes, not more than 50% in value of Host REIT's outstanding shares of
capital stock may be owned, directly or indirectly, by five or fewer
individuals, as defined in the Internal Revenue Code to include some entities.
In addition, a person who owns, directly or by attribution, 10% or more of an
interest in a tenant of Host REIT, or a tenant of any partnership in which Host
REIT is a partner, cannot own, directly or by attribution, 10% or more of Host
REIT's shares without jeopardizing Host REIT's qualification as a REIT.
Primarily to facilitate maintenance of Host REIT's qualification as a REIT for
federal income tax purposes, the ownership limit under Host REIT's charter
prohibits ownership, directly or by virtue of the attribution provisions of the
Internal Revenue Code, by any person or persons acting as a group, of more than
9.8% of the issued and outstanding shares of our common stock, subject to an
exception for shares of Host REIT's common stock held prior to Host REIT's
conversion into a REIT (referred to as the "REIT conversion") so long as the
holder would not own more than 9.9% in value of Host REIT's outstanding shares
after the REIT conversion, and prohibits ownership, directly or by virtue of
the attribution provisions of the Internal Revenue Code, by any person, or
persons acting as a group, of more than 9.8% of the issued and outstanding
shares of any class or series of Host REIT's preferred shares. Together, these
limitations are referred to as the "ownership limit." Host REIT's Board of
Directors, in its sole and absolute discretion, may waive or modify the
ownership limit with respect to one or more persons who would not be treated as
"individuals" for purposes of the Internal Revenue Code if the Board of
Directors is satisfied, based upon information required to be provided by the
party seeking the waiver and, if it determines necessary or advisable, upon an
opinion of counsel satisfactory to Host REIT's Board of Directors, that
ownership in excess of this limit will not cause a person who is an individual
to be treated as owning shares in excess of the ownership limit, applying the
applicable constructive ownership rules, and will not otherwise jeopardize Host
REIT's status as a REIT for federal income tax purposes (for example, by
causing any of Host REIT's tenants to be considered a "related party tenant"
for purposes of the REIT qualification rules). Common stock acquired or held in
violation of the ownership limit will be transferred automatically to a trust
for the benefit of a designated charitable beneficiary, and the person who
acquired the common stock in violation of the ownership limit will not be
entitled to any distributions thereon, to vote those shares of common stock or
to receive any proceeds from the subsequent sale of the common stock in excess
of the lesser of the price paid for the common stock or the amount realized
from the sale. A transfer of shares of Host REIT's common stock to a person
who, as a result of the transfer, violates the ownership limit may be void
under certain circumstances, and, in any event, would deny that person any of
the economic benefits of owning shares of Host REIT's common stock in excess of
the ownership limit. The

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<PAGE>

ownership limit may have the effect of delaying, deferring or preventing a
change in control and, therefore, could adversely affect the shareholders'
ability to realize a premium over the then-prevailing market price for Host
REIT's common stock in connection with such transaction.

   We depend on external sources of capital for future growth.  As with other
REITs, but unlike corporations generally, Host REIT's ability to reduce our
debt and finance our growth largely must be funded by external sources of
capital because Host REIT generally will have to distribute to its shareholders
at least 90% of its taxable income in order to qualify as a REIT, including
taxable income which it recognizes for tax purposes but with regard to which it
does not receive corresponding cash. Our access to external capital will depend
upon a number of factors, including general market conditions, the market's
perception of our growth potential, our current and potential future earnings,
cash distributions and the market price of Host REIT common stock.

   Shares of Host REIT's common stock that are or become available for sale
could affect the price for shares of Host REIT common stock.  Sales of a
substantial number of shares of Host REIT's common stock, or the perception
that sales could occur, could adversely affect prevailing market prices for
Host REIT's common stock. In addition, holders of our OP Units who redeem their
OP Units and receive common stock upon redemption will be able to sell those
shares freely, unless the person is our affiliate and resale of the affiliate's
shares is not covered by an effective registration statement. As of December
31, 2001, there were approximately 21.6 million OP Units outstanding (not
including OP Units held directly or indirectly by Host REIT), all of which are
currently redeemable. Further, a substantial number of shares of Host REIT's
common stock have been and will be issued or reserved for issuance from time to
time under our employee benefit plans, including shares of Host REIT's common
stock reserved for options, and these shares of common stock would be available
for sale in the public markets from time to time pursuant to exemptions from
registration or upon registration. Moreover, the issuance of additional shares
of Host REIT's common stock by us in the future would be available for sale in
the public markets. We can make no prediction about the effect that future
sales of Host REIT's common stock would have on the market price of Host REIT's
common stock.

   Host REIT's earnings and cash distributions will affect the market price of
shares of Host REIT's common stock.  We believe that the market value of a
REIT's equity securities is based primarily upon the market's perception of the
REIT's growth potential and its current and potential future cash
distributions, whether from operations, sales, acquisitions, development or
refinancings, and is secondarily based upon the value of the underlying assets.
For that reason, shares of Host REIT's common stock may trade at prices that
are higher or lower than the net asset value per share. To the extent we retain
operating cash flow for investment purposes, working capital reserves or other
purposes rather than distributing the cash flow to Host REIT's shareholders,
these retained funds, while increasing the value of our underlying assets, may
negatively affect the market price of Host REIT's common stock. Our failure to
meet the market's expectation with regard to future earnings and cash
distributions would likely adversely affect the market price of Host REIT's
common stock.

   Market interest rates may affect the price of shares of Host REIT's common
stock.  We believe that one of the factors that investors consider important in
deciding whether to buy or sell shares of a REIT is the distribution rate on
the shares, considered as a percentage of the price of the shares, relative to
market interest rates. If market interest rates increase, prospective
purchasers of REIT shares may expect a higher distribution rate. Thus, higher
market interest rates could cause the market price of Host REIT's shares to go
down.

Risks of Operation

   Our revenues and the value of our properties are subject to conditions
affecting the lodging industry.  Our revenues and the value of our properties
are subject to conditions affecting the lodging industry. These include:

  .  changes in the national, regional and local economic climate

  .  changes in business and pleasure travel

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<PAGE>

  .  local conditions such as an oversupply of hotel properties or a reduction
     in demand for hotel rooms

  .  the attractiveness of our hotels to consumers and competition from
     comparable hotels

  .  the quality, philosophy and performance of the managers of our hotels

  .  changes in room rates and increases in operating costs due to inflation
     and other factors and

  .  the need to periodically repair and renovate our hotels.

   As a result of the effects of the economic recession and the September 11,
2001 terrorist attacks, the lodging industry has experienced a significant
decline in business caused by a reduction in travel for both business and
pleasure. We currently expect that the decline in operating levels will
continue in 2002. Additionally, as a result of the September 11 terrorist
attacks and the collapse of the World Trade Center Towers, our New York World
Trade Center Marriott hotel was destroyed. We also sustained considerable
damage to a second property, the New York Marriott Financial Center hotel.

   Room revenues of our hotels decreased during 2001 as a result of the
continuing economic recession. For the year ended December 31, 2001 our
comparable RevPAR decreased 13.0% due to a decrease in occupancy of 7.7
percentage points to 70.0% combined with a decline in the average room rate of
3.5% to $151.02.

   During the 4-week period subsequent to the events of September 11, 2001, our
hotels recorded average weekly occupancy rates of 38% to 63%. During that
period, we had a very high level of large group cancellations which represented
approximately $70 million in future revenue primarily affecting our luxury and
larger convention hotels. This period was not representative of the remainder
of the fourth quarter. However, our results from operations for the fourth
quarter of 2001 did reflect a 28.3% decline in RevPAR when compared to the
fourth quarter of 2000. We have been actively working with the managers of our
hotels to reduce the operating costs of our hotels, as well as to provide
economic incentives to individuals and business travelers in selected markets
to increase demand. In addition, based on our assessment of the current
operating environment and to conserve capital, we have reduced or suspended
certain capital expenditure projects.

   As a result of a gradual return to more normal levels of business, we have
begun to see modest improvements in occupancy and average room rates, though
they remain below prior year levels. However, our fourth quarter results for
2001 were significantly lower than the fourth quarter of 2000. There can be no
assurance that the current economic recession will not continue for an extended
period of time and that it will not significantly affect our operations.

   If, as a result of conditions such as those referenced above affecting the
lodging industry, our assets do not generate income sufficient to pay our
expenses, we will be unable to service our debt and maintain our properties.

   Thirty-one of our hotels and assets related thereto are subject to mortgages
in an aggregate amount of approximately $2.3 billion. If these hotels do not
produce adequate cash flow to service the debt represented by such mortgages,
the mortgage lenders could foreclose on such assets and we would lose such
assets; however, the debt is non-recourse to us. If the cash flow on such
properties were not sufficient to provide us with an adequate return, we could
opt to allow such foreclosure rather than making necessary mortgage payments
with funds from other sources.

   Our expenses may remain constant even if our revenue drops. The expenses of
owning property are not necessarily reduced when circumstances like market
factors and competition cause a reduction in income from the property. Because
of the effects of the September 11, 2001 terrorist attacks and the current
economic recession, we are working with our managers to substantially reduce
the operating costs of our hotels. In addition, based on our assessment of the
current operating environment, and in order to conserve capital, we have

                                      22


<PAGE>

reduced or suspended certain capital expenditure projects. Nevertheless, our
financial condition could be adversely affected by the following costs:

    .  interest rate levels

    .  debt service levels (including on loans secured by mortgages)

    .  the availability of financing

    .  the cost of compliance with government regulation, including zoning and
       tax laws and

    .  changes in governmental regulations, including those governing usage,
       zoning and taxes.

   If we are unable to reduce our expenses to reflect our current reduction in
revenue and the reduction that we expect in the future, our business will be
adversely affected.

   We do not control our hotel operations, and we are dependent on the managers
of our hotels. Because federal income tax laws restrict REITs and their
subsidiaries from operating a hotel, we do not manage our hotels. Instead, we
retain third-party managers including, among others, Marriott International,
Hyatt, Four Seasons and Swissotel, to manage our hotels pursuant to management
agreements. Our income from the hotels may be adversely affected if the
managers fail to provide quality services and amenities and competitive room
rates at our hotels or fail to maintain the quality of the hotel brand names.
While HMT Lessee LLC, a taxable REIT subsidiary of ours that is the lessee of
substantially all of our full-service properties, monitors the hotel managers'
performance, we have limited specific recourse if we believe that the hotel
managers are not performing adequately. Underperformance by our hotel managers
could adversely affect our results of operations.

   Our relationships with our hotel managers are primarily contractual in
nature, although certain of our managers owe fiduciary duties to us under
applicable law. We are in discussions with various managers of our hotels
regarding their performance under management agreements for our hotels. We have
had, and continue to have, differences with the managers of our hotels over
their performance and compliance with the terms of our agreements. We generally
resolve issues with our managers through discussions and negotiations. However,
if we are unable to reach satisfactory results through discussions and
negotiations, we also occasionally may engage in litigation with our managers.
For example, we are currently engaged in litigation with Swissotel, the manager
of four of our hotels. If we fail to reach satisfactory resolution with respect
to any disputes, the operation of our hotels could be adversely affected.

   Our relationship with Marriott International may result in conflicts of
interest. Marriott International, a public hotel management company, and its
affiliates, manages or franchises 110 of our 122 hotels. In addition, Marriott
International manages and in some cases may own or be invested in hotels that
compete with our hotels. As a result, Marriott International may make decisions
regarding competing lodging facilities that it manages that would not
necessarily be in our best interests. Richard E. Marriott is Host REIT's
Chairman of the Board and has served as a director of Marriott International
since 1993. He has announced his intention to not stand for reelection to the
Board of Directors of Marriott International in May 2002. His brother, J.W.
Marriott, Jr. has been a member of Host REIT's Board of Directors since 1964
and has announced that he will not stand for reelection at the end of his term
in May 2002. J.W. Marriott, Jr. also serves as a director and an executive
officer of Marriott International. J.W. Marriott, Jr. and Richard E. Marriott
beneficially owned, as determined for securities law purposes, as of January
31, 2002, approximately 12.7% and 12.3%, respectively, of the outstanding
shares of common stock of Marriott International. As a result, J.W. Marriott,
Jr. and Richard E. Marriott have potential conflicts of interest as Host REIT's
directors when making decisions regarding Marriott International, including
decisions relating to the management agreements involving the hotels and
Marriott International's management of competing lodging properties.

   Host REIT's Board of Directors follows policies and procedures intended to
limit the involvement of J.W. Marriott, Jr. and Richard E. Marriott in conflict
situations, including requiring them to abstain from voting as

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<PAGE>

directors on matters which present a conflict between the companies. If
appropriate, these policies and procedures will apply to other directors and
officers.

   We have substantial leverage. We have a significant amount of indebtedness
that could have important consequences. It currently requires us to dedicate a
substantial portion of our cash flow from operations to payments on our
indebtedness, which reduces the availability of our cash flow to fund working
capital, capital expenditures, expansion efforts, distributions to our
shareholders and other general purposes. Additionally, it could:

    .  limit our ability in the future to undertake refinancings of our debt or
       obtain financing for expenditures, acquisitions, development or other
       general business purposes on terms and conditions acceptable to us, if
       at all, or
    .  affect adversely our ability to compete effectively or operate
       successfully under adverse economic conditions.

   If our cash flow and working capital were not sufficient to fund our
expenditures or service our indebtedness, we would have to raise additional
funds through:

    .  the sale of our equity
    .  the incurrence of additional permitted indebtedness or
    .  the sale of our assets.

   We cannot assure you that any of these sources of funds would be available
to us or, if available, would be on terms that we would find acceptable or in
amounts sufficient for us to meet our obligations or fulfill our business plan.
For example, under the terms of our bank credit facility, the proceeds from
these activities must be used to repay amounts outstanding and may not be
otherwise available for our use.

   There is no charter or by-law restriction on the amount of debt we may
incur. There are no restrictions in our organizational documents that limit the
amount of indebtedness that we may incur. However, our existing debt
instruments contain restrictions on the amount of indebtedness that we may
incur. If we became more highly leveraged, our debt service payments would
increase and our cash flow and our ability to service our debt and other
obligations might be adversely affected.

   The terms of our debt place restrictions on us and our subsidiaries,
reducing operational flexibility and creating default risks. The documents
governing the terms of our senior notes and bank credit facility contain
covenants that place restrictions on us and our subsidiaries. The activities
upon which such restrictions exist include, but are not limited to:

    .  acquisitions, merger and consolidations
    .  the incurrence of additional debt
    .  the creation of liens
    .  the sale of assets
    .  capital expenditures
    .  raising capital
    .  the payment of dividends and
    .  transactions with affiliates.

   In addition, certain covenants in our bank credit facility require us and
our subsidiaries to meet financial performance tests. The restrictive covenants
in the indenture, the bank credit facility and the documents governing our
other debt (including our mortgage debt) will reduce our flexibility in
conducting our operations and will limit our ability to engage in activities
that may be in our long-term best interest. Our failure to comply with these
restrictive covenants could result in an event of default that, if not cured or
waived, could result in the acceleration of all or a substantial portion of our
debt or a significant increase in the interest rates on our debt, either of
which could adversely affect our operations and ability to maintain adequate
liquidity.

                                      24


<PAGE>

   As a result of the effects on our business of the economic recession and the
events of September 11, 2001, we anticipate that in the future we may fail to
comply with certain financial covenants under the documents governing certain
of our indebtedness. As a result of the effects on our business of the economic
recession and the events of September 11, 2001, we have entered into an
amendment to our bank credit facility, effective November 19, 2001, which among
other things:

  .  adjusts certain financial covenants so as to require us to meet less
     stringent levels in respect of (a) a minimum consolidated interest
     coverage ratio and a minimum unsecured interest coverage ratio until
     September 6, 2002 and (b) the maximum leverage ratio through August 15,
     2002

  .  suspends until September 6, 2002 the minimum fixed charge coverage ratio
     test that we must meet

  .  limits draws under the revolver portion of our bank credit facility to (a)
     $50 million in the first quarter of 2002 and (b) up to $25 million in the
     second quarter of 2002 (but only if draws in the second quarter of 2002 do
     not cause the aggregate amount drawn in 2002 and then outstanding to
     exceed $25 million) and

  .  increases the interest rate based on higher leverage levels.

   In addition, the amendment imposes restrictions and requirements through
August 15, 2002 which include, among others:

  .  restricting Host REIT's ability to pay dividends on equity securities and
     our convertible debt obligations unless projections indicate such payment
     is necessary to maintain its REIT status and/or unless we are below
     certain leverage levels

  .  restricting our ability to incur additional indebtedness and requiring
     that we apply all net proceeds of permitted incurrences of indebtedness to
     repay outstanding amounts under the bank credit facility

  .  requiring Host REIT to apply all net proceeds from capital contributions
     to us or from sales of equity by Host REIT to repay outstanding amounts
     under the bank credit facility

  .  requiring us to use all net proceeds from the sale of assets to repay
     indebtedness under the bank credit facility

  .  restricting our ability to make acquisitions and investments unless the
     asset to be acquired has a leverage ratio of 3.5 to 1.0 or below

  .  restricting our investments in subsidiaries and

  .  restricting our capital expenditures.

   The amendment also permits us (i) to retain in escrow any casualty insurance
proceeds that we receive from insurance policies covering the New York World
Trade Center Marriott and the New York Marriott Financial Center until such
proceeds are applied toward the restoration of the New York Marriott Financial
Center and the construction of a new hotel that replaces the New York World
Trade Center Marriott, or (ii) to apply such insurance proceeds to the payment
of amounts due to certain third parties, including the New York World Trade
Center Marriott ground lessor, mortgage lender and Marriott International as
manager. Any proceeds (other than business interruption insurance proceeds) not
so used would be used to repay amounts outstanding under the bank credit
facility. The amendment also allows us to include business interruption
proceeds that we receive for the New York World Trade Center Marriott and the
New York Marriott Financial Center hotels in our calculation of consolidated
EBITDA for purposes of our financial covenants.

   We intend to amend or replace the bank credit facility prior to August 15,
2002. There can be no assurance that we will be able to amend or replace the
bank credit facility on terms any more favorable than those currently in
effect, if at all. Any default under the bank credit facility or any successor
credit facility that results in an acceleration of its final stated maturity
could constitute an event of default under the indenture with respect to all
outstanding series of senior notes issued thereunder.

                                      25


<PAGE>

   We are currently in compliance with the terms and restrictive covenants of
our bank credit facility. As a result of entering into the recent amendment,
and obtaining the relief from the financial covenants described above, we
expect to remain in compliance with our bank credit facility through at least
August 15, 2002, the date after which our maximum leverage ratio will return to
the levels that were in effect prior to this amendment. We anticipate that, if
adverse operating conditions continue at currently forecasted levels, we will
not be able to comply with the leverage ratio applicable after August 15, 2002
or other financial tests applicable at the end of our third quarter of 2002
(September 6, 2002). If we fail to comply with the leverage ratio or any other
covenant of the bank credit facility, we would be in default under the bank
credit facility to the extent we had an outstanding balance. As of December 31,
2001 we had no amounts outstanding under our bank credit facility.

   Under the indenture pursuant to which nearly all of our outstanding senior
notes were issued, we and our restricted subsidiaries are generally prohibited
from incurring additional indebtedness unless, at the time of such incurrence,
we would satisfy the requirements set forth in the indenture. One of these
requirements is that, after giving effect to any such new incurrence, on a pro
forma basis, our consolidated coverage ratio cannot be less than 2.0 to 1.0. As
a result of the effects on our business of the economic recession and the
September 11, 2001 terrorist attacks, we anticipate that any consolidated
coverage ratio that is calculated under the indenture after the end of our
first quarter 2002 may be less than 2.0 to 1.0. If this occurs, then we will be
prohibited from incurring indebtedness and from issuing disqualified stock
under the indenture other than the indebtedness that we and our restricted
subsidiaries are specifically permitted to incur under certain exceptions to
this prohibition set forth in the indenture. Our failure to maintain a
consolidated coverage ratio of greater than or equal to 2.0 to 1.0 could limit
our ability to engage in activities that may be in our long-term best interest.

   Our management agreements could impair the sale or financing of our
hotels.  Under the terms of the management agreements, we generally may not
sell, lease or otherwise transfer the hotels unless the transferee is not a
competitor of the manager, and the transferee assumes the related management
agreements and meets specified other conditions. Our ability to finance,
refinance or sell any of the properties may, depending upon the structure of
such transactions, require the manager's consent. If the manager does not
consent, we would be prohibited from financing, refinancing or selling the
property without breaching the management agreement.

   The acquisition contracts relating to some hotels limit our ability to sell
or refinance those hotels.  For reasons relating to federal income tax
considerations of the former and current owners of approximately 20 of our
full-service hotels, we agreed to restrictions on selling some hotels or
repaying or refinancing the mortgage debt on those hotels for varying periods
depending on the hotel. We anticipate that, in specified circumstances, we may
agree to similar restrictions in connection with future hotel acquisitions. As
a result, even if it were in our best interests to sell or refinance the
mortgage debt on these hotels, it may be difficult or impossible to do so
during their respective lock-out periods.

   Our ground lease payments may increase faster than the revenues we receive
on the hotels.  As of January 31, 2002, 45 of our hotels are subject to ground
leases (including the New York World Trade Center Marriott hotel ground lease
which is still in effect). These ground leases generally require increases in
ground rent payments every five years. Our ability to service our debt could be
adversely affected to the extent that our revenues do not increase at the same
or a greater rate as the increases under the ground leases. In addition, if we
were to sell a hotel encumbered by a ground lease, the buyer would have to
assume the ground lease, which could result in a lower sales price. Moreover,
to the extent that such ground leases are not renewed at their expiration, our
revenues could be adversely affected.

   We may be unable to sell properties when appropriate because real estate
investments are illiquid.  Real estate investments generally cannot be sold
quickly. We may not be able to vary our portfolio promptly in response to
economic or other conditions. The inability to respond promptly to changes in
the performance of our investments could adversely affect our financial
condition and ability to service debt. In addition, there are limitations under
the federal tax laws applicable to REITs and agreements that we have entered
into when we acquired some of our properties that may limit our ability to
recognize the full economic benefit from a sale of our assets.

                                      26


<PAGE>

   We depend on our key personnel.  We depend on the efforts of our executive
officers and other key personnel. While we believe that we could find
replacements for these key personnel, the loss of their services could have a
significant adverse effect on our operations. None of our key personnel have
employment agreements. We do not have or intend to obtain key-man life
insurance with respect to any of our personnel.

   Partnership and other litigation judgments or settlements could have a
material adverse effect on our financial condition.  We are a party to various
lawsuits relating to previous partnership transactions, including transactions
relating to our conversion into a REIT. While we and the other defendants to
such lawsuits believe all of the lawsuits in which we are a defendant are
without merit and we are vigorously defending against such claims, we can give
no assurance as to the outcome of any of the lawsuits. If any of the lawsuits
were to be determined adversely to us or a settlement involving a payment of a
material sum of money were to occur, there could be a material adverse effect
on our financial condition.

   We may acquire hotel properties through joint ventures with third parties
that could result in conflicts.  Instead of purchasing hotel properties
directly, we may invest as a co-venturer. Joint venturers often share control
over the operation of the joint venture assets. For example, through our
subsidiary Rockledge, we entered into a joint venture with Marriott
International through which the joint venture owns two limited partnerships
holding, in the aggregate, 120 Courtyard by Marriott hotels. Subsidiaries of
Marriott International manage these Courtyard by Marriott hotels. Actions by a
co-venturer, particularly Marriott International, could subject the assets to
additional risk, including:

  .  our co-venturer in an investment might have economic or business interests
     or goals that are inconsistent with our interests or goals;

  .  our co-venturer may be in a position to take action contrary to our
     instructions or requests or contrary to our policies or objectives or;

  .  a joint venture partner could go bankrupt, leaving us liable for its share
     of joint venture liabilities.

   Although we generally will seek to maintain sufficient control of any joint
venture to permit our objectives to be achieved, we might not be able to take
action without the approval of our joint venture partners. Also, our joint
venture partners could take actions binding on the joint venture without our
consent. For further discussion of the risks associated with entering into a
joint venture with Marriott International, see the discussion above under "Our
relationship with Marriott International may result in conflicts of interest".

   Environmental problems are possible and can be costly.  We believe that our
properties are in compliance in all material respects with applicable
environmental laws. Unidentified environmental liabilities could arise,
however, and could have a material adverse effect on our financial condition
and performance. Federal, state and local laws and regulations relating to the
protection of the environment may require a current or previous owner or
operator of real estate to investigate and clean up hazardous or toxic
substances or petroleum product releases at the property. The owner or operator
may have to pay a governmental entity or third parties for property damage and
for investigation and clean-up costs incurred by the parties in connection with
the contamination. These laws typically impose clean-up responsibility and
liability without regard to whether the owner or operator knew of or caused the
presence of the contaminants. Even if more than one person may have been
responsible for the contamination, each person covered by the environmental
laws may be held responsible for all of the clean-up costs incurred. In
addition, third parties may sue the owner or operator of a site for damages and
costs resulting from environmental contamination emanating from that site.
Environmental laws also govern the presence, maintenance and removal of
asbestos. These laws require that owners or operators of buildings containing
asbestos properly manage and maintain the asbestos, that they notify and train
those who may come into contact with asbestos and that they undertake special
precautions, including removal or other abatement, if asbestos would be
disturbed during renovation or demolition of a building. These laws may impose
fines and penalties on building owners or operators who fail to comply with
these requirements and may allow third parties to seek recovery from owners or
operators for personal injury associated with exposure to asbestos fibers.

                                      27


<PAGE>

   Compliance with other government regulations can also be costly.  Our hotels
are subject to various other forms of regulation, including Title III of the
Americans with Disabilities Act, building codes and regulations pertaining to
fire safety. Compliance with those laws and regulations could require
substantial capital expenditures. These regulations may be changed from time to
time, or new regulations adopted, resulting in additional or unexpected costs
of compliance. Any increased costs could have a material adverse effect on our
business, financial condition or results of operations.

   Some potential losses are not covered by insurance.  We carry comprehensive
insurance coverage for general liability, property, business interruption and
other risks with respect to all of our hotels and other properties. These
policies offer coverage features and insured limits that we believe are
customary for similar type properties. Generally, the policies provide coverage
and limits on a blanket basis, combining the claims of our properties together
for evaluation against policy aggregate limits and sub-limits and, in the case
of our Marriott-managed hotels, with other Marriott-managed hotels of other
owners. Thus, for certain risks (e.g., earthquake), multiple claims from
several hotels or owners may exceed policy sub-limits. Certain other risks
(e.g., war and environmental hazards), however, may be uninsurable or too
expensive to justify insuring against. Furthermore, an insurance provider could
elect to deny or limit coverage under a claim. Should an uninsured loss or a
loss in excess of insured limits occur, or should an insurance carrier deny or
limit coverage under a claim, we could lose all, or a portion of, the capital
we have invested in a property, as well as the anticipated future revenue from
the hotel. In that event, we might nevertheless remain obligated for any
mortgage debt or other financial obligations related to the property.

   As discussed below in "Recent or future terrorist attacks could adversely
affect us", on September 11, 2001, terrorist attacks on the World Trade Center
Towers in New York City resulted in the destruction of our New York World Trade
Center Marriott hotel and caused considerable damage to our New York Marriott
Financial Center hotel. Although we have both property and business
interruption insurance for our two affected hotels with a major insurer through
our manager, Marriott International, from which we expect to receive business
interruption insurance and property damage insurance proceeds to cover all or a
substantial portion of the losses at both hotels, we cannot currently determine
the amount or timing of those payments. Under the terms of the New York World
Trade Center Marriott ground lease, any proceeds from the property portion of
the hotel claim are required to be placed in an insurance trust for the
exclusive purpose of rebuilding the hotel. As of March 1, 2002, we had received
business interruption and property advances from our insurers in an aggregate
amount of $17 million of which approximately $5 million was for property
insurance proceeds relating to the two hotels. Under the terms of our amended
bank credit facility, property insurance proceeds that we receive from
insurance coverage on the New York World Trade Center Marriott and New York
Marriott Financial Center are to be retained in escrow until applied as
described in "--There is no charter or by-law restriction on the amount of debt
we may incur." If the amount of such insurance proceeds is substantially less
than our actual losses or if the payments are substantially delayed, it could
have a material adverse effect on our business. Our insurance carrier has an
A/+ A.M. Best Rating. /

   Recent or future terrorist attacks could adversely affect us.  On September
11, 2001, several aircraft that were hijacked by terrorists destroyed the World
Trade Center Towers in New York City and damaged the Pentagon in northern
Virginia. As a result of the attacks and the collapse of the World Trade Center
Towers, our New York World Trade Center Marriott hotel was destroyed and we
sustained considerable damage to our New York Marriott Financial Center hotel.
Subsequent to the attacks, the Federal Aviation Administration closed United
States airspace to commercial traffic for several days. The aftermath of these
events, together with an economic recession, has adversely affected the travel
and hospitality industries, including the full-service hotel industry. The
impact which these terrorist attacks, or future events such as military or
police activities in the United States or foreign countries, future terrorist
activities or threats of such activities, biological or chemical weapons
attacks, political unrest and instability, interruptions in transportation
infrastructure, riots and protests, could have on our business in particular
and the United States economy, the global economy, and global financial markets
in general cannot presently be determined. It is possible that these factors
could have a material adverse effect on our business, our ability to finance
our business, our ability to insure our properties (see "We may not be able to
obtain new insurance for our hotels or to obtain insurance at acceptable
premium levels" below), and on our financial condition and results of
operations as a whole.

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<PAGE>

   We may not be able to obtain new insurance for our hotels or to obtain
insurance at acceptable premium levels.  Due to changes in the insurance market
arising prior to September 11, 2001 and the effects of the terrorist attacks on
September 11, 2001, it is becoming more difficult and more expensive to obtain
insurance. Our current insurance policies on our hotels generally reach the end
of their terms on April 1, 2002 and June 1, 2002. We may encounter difficulty
in obtaining or renewing property or casualty insurance on our properties at
the same levels of coverage and under similar terms. Such insurance may be more
limited and for some catastrophic risks (e.g., earthquake, flood and terrorism)
may not be generally available at current levels. Even if we are able to renew
our policies or to obtain new policies at levels and with limitations
consistent with our current policies, we cannot be sure that we will be able to
obtain such insurance at premium rates that are commercially reasonable. If we
were unable to obtain adequate insurance on our properties for certain risks,
it could cause us to be in default under specific covenants on certain of our
debt instruments or other contractual commitments we have which require us to
maintain adequate insurance on our properties to protect against the risk of
loss. If this were to occur, or if we were unable to obtain adequate insurance
and our properties experienced damages which would otherwise have been covered
by insurance, it could materially adversely affect our business and the
conditions of our properties.

Federal Income Tax Risks

   To qualify as a REIT, Host REIT is required to distribute at least 90% of
its taxable income, irrespective of its available cash or outstanding
obligations.  To continue to qualify as a REIT, Host REIT currently is required
to distribute to its shareholders with respect to each year at least 90% of its
taxable income, excluding net capital gain. In addition, Host REIT will be
subject to a 4% nondeductible excise tax on the amount, if any, by which
distributions made by Host REIT with respect to the calendar year are less than
the sum of 85% of our ordinary income and 95% of its capital gain net income
for that year and any undistributed taxable income from prior periods. Host
REIT intend to make distributions to its shareholders to comply with the
distribution requirement and to avoid the nondeductible excise tax and will
rely for this purpose on distributions from us. However, there are differences
in timing between Host REIT's recognition of taxable income and Host REIT's
receipt of cash available for distribution due to, among other things, the
seasonality of the lodging industry and the fact that some taxable income will
be "phantom" income, which is taxable income that is not matched by cash flow,
or EBITDA, to us. Due to some transactions entered into in years prior to the
REIT conversion, we expect to recognize substantial amounts of "phantom"
income. There is a distinct possibility that these timing differences could
require us to borrow funds or to issue additional equity to enable us to meet
the distribution requirement and, therefore, to maintain Host REIT's REIT
status, and to avoid the nondeductible excise tax. In addition, because the
REIT distribution requirements prevent us from retaining earnings, we will
generally be required to refinance debt that matures with additional debt or
equity. We cannot assure you that any of these sources of funds, if available
at all, would be sufficient to meet our distribution and tax obligations.

   Adverse consequences would apply if we failed to qualify as a
partnership.  We believe that we qualify to be treated as a partnership for
federal income tax purposes. As a partnership, we are not subject to federal
income tax on our income. Instead, each of our partners is required to pay tax
on its allocable share of our income. No assurance can be provided, however,
that the Internal Revenue Service will not challenge our status as a
partnership for federal income tax purposes, or that a court would not sustain
such a challenge. If the IRS were successful in treating us as a corporation
for tax purposes, we would be subject to federal, state and local, and foreign
corporate income tax, which would reduce significantly the amount of cash
available for debt service and for distribution to our partners, including Host
REIT. In addition, our classification as a corporation would cause some of our
partners, including Host REIT, to recognize gain at least equal to such
partner's "negative capital account", and possibly more, depending upon the
circumstances. Finally, Host REIT would fail to meet the income tests and
certain of the asset tests applicable to REITs and, accordingly, would cease to
qualify as a REIT. If Host REIT fails to qualify as a REIT or we fail to
qualify as a partnership, such failure would cause an event of default under
our credit facility that could lead to an acceleration of the amounts due under
such credit facility, which in turn would constitute an event of default under
our outstanding debt securities.

                                      29


<PAGE>

   Adverse tax consequences would apply if Host REIT failed to qualify as a
REIT.  We believe that Host REIT has been organized and has operated in such a
manner so as to qualify as a REIT under the Internal Revenue Code, commencing
with the taxable year beginning January 1, 1999, and Host REIT currently
intends to continue to operate as a REIT during future years. No assurance can
be provided, however, that Host REIT qualifies as a REIT or that new
legislation, Treasury Regulations, administrative interpretations or court
decisions will not significantly change the tax laws with respect to Host
REIT's qualification as a REIT or the federal income tax consequences of its
REIT qualification. If Host REIT fails to qualify as a REIT, it will be subject
to federal and state income tax, including any applicable alternative minimum
tax, on its taxable income at regular corporate rates. In addition, unless
entitled to statutory relief, Host REIT would not qualify as a REIT for the
four taxable years following the year during which REIT qualification is lost.
The additional tax burden on Host REIT would significantly reduce the cash
available for distribution to its shareholders, and Host REIT would no longer
be required to make any distributions to its shareholders. Host REIT's failure
to qualify as a REIT could reduce materially the value of its common stock and
would cause any distributions to its shareholders that otherwise would have
been subject to tax as capital gain dividends to be taxable as ordinary income
to the extent of its current and accumulated earnings and profits, or "E&P."
However, subject to limitations under the Internal Revenue Code, corporate
distributees may be eligible for the dividends received deduction with respect
to its distributions. Host REIT's failure to qualify as a REIT also would cause
an event of default under our credit facility that could lead to an
acceleration of the amounts due under the credit facility, which, in turn,
would constitute an event of default under our outstanding debt securities.

   Host REIT will be disqualified as a REIT at least for taxable year 1999 if
it failed to distribute all of its E&P attributable to its non-REIT taxable
years.  In order to qualify as a REIT, Host REIT cannot have at the end of any
taxable year any undistributed E&P that is attributable to one of its non-REIT
taxable years. A REIT has until the close of its first taxable year as a REIT
in which it has non-REIT E&P to distribute its accumulated E&P. Host REIT was
required to have distributed this E&P prior to the end of 1999, the first
taxable year for which its REIT election was effective. If Host REIT failed to
do this, it will be disqualified as a REIT at least for taxable year 1999. We
believe that distributions of non-REIT E&P that Host REIT made were sufficient
to distribute all of the non-REIT E&P as of December 31, 1999, but we cannot
guarantee that Host REIT met this requirement.

   If our leases are not respected as true leases for federal income tax
purposes, Host REIT would fail to qualify as a REIT.  To qualify as a REIT,
Host REIT must satisfy two gross income tests, under which specified
percentages of its gross income must be passive income, like rent. For the rent
paid pursuant to the leases, which constitutes substantially all of our gross
income, to qualify for purposes of the gross income tests, the leases must be
respected as true leases for federal income tax purposes and not be treated as
service contracts, joint ventures or some other type of arrangement. In
addition, the lessees must not be regarded as "related party tenants," as
defined in the Internal Revenue Code. We believe that the leases will be
respected as true leases for federal income tax purposes. There can be no
assurance, however, that the IRS will agree with this view. We also believe
that Crestline Capital Corporation, the lessee of substantially all of our
full-service hotels prior to January 1, 2001, was not a "related party tenant"
and, as a result of changes in the tax laws effective January 1, 2001, HMT
Lessee will not be treated as a "related party tenant" so long as it qualifies
as a "taxable REIT subsidiary." If the leases were not respected as true leases
for federal income tax purposes or if the lessees were regarded as "related
party tenants," Host REIT would not be able to satisfy either of the two gross
income tests applicable to REITs and it would lose its REIT status. See "Risk
Factors--Federal Income Tax Risks--Adverse tax consequences would apply if Host
REIT failed to qualify as a REIT" above.

   If HMT Lessee fails to qualify as a taxable REIT subsidiary, Host REIT would
fail to qualify as a REIT.  For Host REIT's taxable years beginning on and
after January 1, 2001, as a result of REIT tax law changes under the specific
provisions of the Ticket to Work and Work Incentives Improvement Act of 1999
relating to REITs (we refer to those provisions as the "REIT Modernization
Act"), Host REIT is permitted to lease the hotels to our subsidiary that is
taxable as a corporation and that elects to be treated as a "taxable REIT
subsidiary." Accordingly, effective January 1, 2001, HMT Lessee directly or
indirectly acquired all but one of

                                      30


<PAGE>

the full-service hotel leasehold interests formerly held by Crestline. So long
as HMT Lessee and other affiliated lessees qualify as taxable REIT subsidiaries
of ours, they will not be treated as "related party tenants." As of June 16,
2001, we acquired the one remaining leasehold interest from Crestline. In
addition, as of June 28, 2001, we acquired the three remaining leasehold
interests from third parties. We believe that HMT Lessee qualifies to be
treated as a taxable REIT subsidiary for federal income tax purposes. We cannot
assure you, however, that the IRS will not challenge its status as a taxable
REIT subsidiary for federal income tax purposes, or that a court would not
sustain such a challenge. If the IRS were successful in disqualifying HMT
Lessee from treatment as a taxable REIT subsidiary, Host REIT would fail to
meet the asset tests applicable to REITs and substantially all of its income
would fail to qualify for the gross income tests and, accordingly, Host REIT
would cease to qualify as a REIT. See "Risk Factors--Federal Income Tax
Risks--Adverse tax consequences would apply if Host REIT failed to qualify as a
REIT" above.

   Despite Host REIT's REIT status, it remains subject to various taxes,
including substantial deferred and contingent tax liabilities.  Notwithstanding
Host REIT's status as a REIT, it is subject, through its ownership interest in
us, to certain federal, state, local and foreign taxes on its income and
property. In addition, Host REIT will be required to pay federal tax at the
highest regular corporate rate upon its share of any "built-in gain" recognized
as a result of any sale before January 1, 2009, by us and our non-corporate
subsidiaries of assets, including the hotels, in which interests were acquired
by us from our predecessor and our subsidiaries as part of the REIT conversion.
Built-in gain is the amount by which an asset's fair market value exceeded our
adjusted basis in the asset on January 1, 1999, the first day of Host REIT's
first taxable year as a REIT. The total amount of gain on which Host REIT would
be subject to corporate income tax if the assets that it held at the time of
the REIT conversion were sold in a taxable transaction prior to January 1, 2009
would be material to Host REIT. In addition, at the time of the REIT
conversion, Host REIT expected that it or Rockledge Hotel Properties, Inc. or
Fernwood Hotel Assets, Inc. (each of which is a taxable corporation in which we
own a 95% nonvoting interest and in April, 2001 we purchased the remaining 5%
voting interest) likely would recognize substantial built-in gain and deferred
tax liabilities in the next ten years without any corresponding receipt of cash
by Host REIT or us. Host REIT may have to pay certain state income taxes
because not all states treat REITs the same as they are treated for federal
income tax purposes. Host REIT may also have to pay certain foreign taxes to
the extent it owns assets or conducts operations in foreign jurisdictions. We
are obligated under our partnership agreement to pay all such taxes (and any
related interest and penalties) incurred by Host REIT, as well as any
liabilities that the IRS successfully may assert against Host REIT for
corporate income taxes for taxable years prior to the time it qualified as a
REIT. Our taxable REIT subsidiaries, including Rockledge, Fernwood and HMT
Lessee, are taxable as corporations and will pay federal, state and local
income tax on their net income at the applicable corporate rates, and foreign
taxes to the extent they own assets or conduct operations in foreign
jurisdictions.

   If the IRS were to challenge successfully the Operating Partnership's status
as a partnership for federal income tax purposes, Host REIT would cease to
qualify as a REIT and suffer other adverse consequences.  We believe that the
Operating Partnership qualifies to be treated as a partnership for federal
income tax purposes. As a partnership, it is not subject to federal income tax
on its income. Instead, each of its partners, including us, is required to
recognize its allocable share of the Operating Partnership's income. No
assurance can be provided, however, that the IRS will not challenge its status
as a partnership for federal income tax purposes, or that a court would not
sustain such a challenge. If the IRS were successful in treating the Operating
Partnership as a corporation for tax purposes, we would fail to meet the income
tests and certain of the asset tests applicable to REITs and, accordingly,
cease to qualify as a REIT. If the Operating Partnership fails to qualify as a
partnership for federal income tax purposes or we fail to qualify as a REIT,
either failure would cause an event of default under our credit facility that,
in turn, could constitute an event of default under our outstanding debt
securities. Also, the failure of the Operating Partnership to qualify as a
partnership would cause it to become subject to federal and state corporate
income tax, which would reduce significantly the amount of cash available for
debt service and for distribution to its partners, including us. Finally, the
classification of the Operating Partnership as a corporation would cause us to
recognize gain at least equal to our "negative capital account," if any.

                                      31


<PAGE>

   As a REIT, Host REIT is subject to limitations on its ownership of debt and
equity securities.  Subject to the exceptions discussed in this paragraph, a
REIT is prohibited from owning securities in any one issuer to the extent that
the value of those securities exceeds 5% of the value of the REIT's total
assets or the securities owned by the REIT represent more than 10% of the
issuer's outstanding voting securities or more than 10% of the value of the
issuer's outstanding securities. A REIT is permitted to own securities of a
subsidiary in an amount that exceeds the 5% value test and the 10% vote or
value test if the subsidiary elects to be a "taxable REIT subsidiary," which is
taxable as a corporation. However, a REIT may not own securities of taxable
REIT subsidiaries that represent in the aggregate more than 20% of the value of
the REIT's total assets. Effective January 1, 2001, each of Fernwood, Rockledge
and HMT Lessee has elected to be treated as a taxable REIT subsidiary.

   Our taxable REIT subsidiaries are subject to special rules that may result
in increased taxes.  Several Internal Revenue Code provisions ensure that a
taxable REIT subsidiary is subject to an appropriate level of federal income
taxation. For example, a taxable REIT subsidiary is limited in its ability to
deduct interest payments made to an affiliated REIT. In addition, the REIT has
to pay a 100% penalty tax on some payments that it receives if the economic
arrangements between the REIT and the taxable REIT subsidiary are not
comparable to similar arrangements between unrelated parties.

   We may be required to pay a penalty tax upon the sale of a hotel.  The
federal income tax provisions applicable to REITs provide that any gain
realized by a REIT on the sale of property held as inventory or other property
held primarily for sale to customers in the ordinary course of business is
treated as income from a "prohibited transaction" that is subject to a 100%
penalty tax. Under existing law, whether property, including hotels, is held as
inventory or primarily for sale to customers in the ordinary course of business
is a question of fact that depends upon all of the facts and circumstances with
respect to the particular transaction. We intend that we and our subsidiaries
will hold the hotels for investment with a view to long-term appreciation, to
engage in the business of acquiring and owning hotels and to make occasional
sales of hotels as are consistent with our investment objectives. We cannot
assure you, however, that the IRS might not contend that one or more of these
sales is subject to the 100% penalty tax.

   Our obligations to Host Marriott potentially may increase our indebtedness
or cause us to liquidate investments on adverse terms.  To continue to qualify
as a REIT, Host Marriott currently is required to distribute to its
shareholders with respect to each year at least 90% of its taxable income,
excluding net capital gain. In addition, Host Marriott will be subject to a 4%
nondeductible excise tax on the amount, if any, by which distributions made by
it with respect to the calendar year are less than the sum of 85% of its
ordinary income and 95% of its capital gain net income for that year and any
undistributed taxable income from prior periods. Host Marriott intends to make
distributions to its shareholders to comply with the distribution requirement
and to avoid the nondeductible excise tax and will rely for this purpose on
distributions from us. Host Marriott's sole source of cash to make these
distributions is with respect to its partnership interest in us. Our
partnership agreement requires us to distribute to our partners an amount of
our available cash sufficient to enable Host Marriott to pay shareholder
dividends that will satisfy the requirements applicable under the Internal
Revenue Code to REITs and to avoid any federal income or excise tax liability
for Host Marriott. There are differences in timing between our recognition of
taxable income and our receipt of cash available for distribution due to, among
other things, the seasonality of the lodging industry and the fact that some
taxable income will be "phantom" income (which is taxable income that is not
matched by cash flow or EBITDA to us) attributable to our deferred tax
liabilities arising from certain transactions entered into by Host Marriott in
years prior to the conversion of Host Marriott to a REIT. There is a distinct
possibility that these differences could require us to arrange for short-term,
or possibly long-term, borrowings or to issue additional equity to enable us to
meet this distribution requirement to Host Marriott. In addition, because the
REIT distribution requirements prevent Host Marriott from retaining earnings,
we effectively are prohibited from retaining earnings, as well. Accordingly, we
will generally be required to refinance debt that matures with additional debt
or equity. We cannot assure you that any of the sources of funds described
herein, if available at all, would be sufficient to meet the distribution
obligations of Host Marriott, in which case we may be required to liquidate
investments on adverse terms in order to satisfy such obligations of Host
Marriott.

                                      32


<PAGE>

   Notwithstanding Host Marriott's status as a REIT, it is subject to various
taxes on its income and property for which we are responsible for paying or
reimbursing Host Marriott.  Among other things, Host Marriott will be required
to pay federal tax at the highest regular corporate rate upon its share of any
"built-in gain" recognized as a result of any sale before January 1, 2009, by
us of assets, including the hotels, in which interests were owned by Host
Marriott, directly or indirectly, immediately prior to January 1, 1999, the
first day of Host Marriott's first taxable year as a REIT. Built-in gain is the
amount by which an asset's fair market value exceeded the adjusted basis in the
asset on January 1, 1999. The total amount of gain on which we would be subject
to corporate income tax if the assets that we held at the time of the REIT
conversion were sold in a taxable transaction prior to January 1, 2009 would be
material to us. In addition, notwithstanding its status as a REIT, Host
Marriott may have to pay certain state income taxes because not all states
treat REITs the same as they are treated for federal income tax purposes. Host
Marriott may also have to pay certain foreign taxes to the extent we own assets
or conduct operations in foreign jurisdictions. Under the terms of the REIT
conversion and our partnership agreement, we are responsible for paying, or
reimbursing Host Marriott for the payment of, any corporate income tax imposed
on built-in gain, as well as any other taxes or other liabilities, including
contingent liabilities and liabilities attributable to litigation that Host
Marriott may incur, whether such liabilities are incurred by reason of
activities prior to the REIT conversion or activities subsequent thereto.
Accordingly, we will pay, or reimburse Host Marriott for the payment of, all
taxes incurred by Host Marriott (and any related interest and penalties),
except for taxes imposed on Host Marriott by reason of its failure to qualify
as a REIT or to distribute to its shareholders an amount equal to its "REIT
taxable income," including net capital gains. We cannot assure you that any of
the sources of funds described herein, if available at all, would be sufficient
to meet the tax obligations of Host Marriott, in which case we may be required
to liquidate investments on adverse terms in order to satisfy such obligations
of Host Marriott.


I
tem 3.  Legal Proceedings

   We believe all of the lawsuits in which we are a defendant, including the
following lawsuits, are without merit and we intend to defend vigorously
against such claims; however, no assurance can be given as to the outcome of
any of the lawsuits.

   Marriott Hotel Properties II Limited Partnership (MHP II).  Limited partners
of MHP II filed putative class action lawsuits in Palm Beach County Circuit
Court on May 10, 1996, Leonard Rosenblum, as Trustee of the Sylvia Bernice
Rosenblum Trust, et. al. v. Marriott MHP Two Corporation, et. al., Case No.
CL-96-4087-AD, and, in the Delaware Court of Chancery on April 24, 1996, Cary
W. Salter, Jr., et. al. v. MHP II Acquisition Corp., et. al., respectively,
against Host REIT and certain of its affiliates alleging that the defendants
violated their fiduciary duties and engaged in fraud and coercion in connection
with the 1996 tender offer for MHP II units and with our acquisition of MHP II
during the 1998 REIT conversion. The plaintiffs in these actions are seeking
unspecified damages.

   In the Florida case, the defendants removed the case to the United States
District Court for the Southern District of Florida and, after hearings on
various procedural motions, the District Court remanded the case to state court
on July 25, 1998.

   In the Delaware case, the Delaware Court of Chancery initially granted the
plaintiffs' motion to voluntarily dismiss the case with the proviso that the
plaintiffs could refile in the aforementioned action in federal court in
Florida. After the District Court's remand of the Florida action back to
Florida state court, two of the three original Delaware plaintiffs asked the
Court of Chancery to reconsider its order granting their voluntary dismissal.
The Court of Chancery refused to allow the plaintiffs to join the Florida
action and, instead, reinstated the Delaware case, now styled In Re Marriott
Hotel Properties II Limited Partnership Unitholders Litigation, Consolidated
Civil Action No. 14961. On January 29, 1999, Cary W. Salter, one of the
original plaintiffs, alone filed an Amended Consolidated Class Action Complaint
in the Delaware action. On January 24, 2000, the Delaware Court of Chancery
issued a memorandum opinion in which the court dismissed all but one of the
plaintiff's claims, which remaining claim concerns the adequacy of disclosure
during the initial tender offer. On

                                      33


<PAGE>

October 22, 2001, we entered into a settlement agreement with respect to the
two above-referenced cases. At a fairness hearing held on February 22, 2002,
the Florida court gave final approval to the settlement. The Court of Chancery
subsequently dismissed the Delaware case.

   A subsequent lawsuit, Accelerated High Yield Growth Fund, Ltd., et al. v.
HMC Hotel Properties II Limited Partnership, et. al., C.A. No. 18254NC, was
filed on August 23, 2000 in the Delaware Court of Chancery by the MacKenzie
Patterson group of funds, one of the three original Delaware plaintiffs,
against Host REIT and certain of its affiliates alleging breach of contract,
fraud and coercion in connection with the acquisition of MHP II during the 1998
REIT conversion. The plaintiffs allege that our acquisition of MHP II by merger
in connection with the REIT conversion violated the partnership agreement and
that our subsidiary acting as the general partner of MHP II breached its
fiduciary duties by allowing the merger to occur. The settlement referenced
above resolves all claims of MHP II's limited partners against Host REIT and
its affiliates with the exception of the claims of the MacKenzie Patterson
group. The MacKenzie Patterson group elected to opt out of the settlement class
with respect to its 28 limited partner units. Discovery is proceeding in this
case.

   Mutual Benefit Chicago Marriott Suite Hotel Partners, L.P. ("O'Hare
Suites").  On October 5, 2000, Joseph S. Roth and Robert M. Niedelman, limited
partners in O'Hare Suites, filed a putative class action lawsuit, Joseph S.
Roth, et al., v. MOHS Corporation, et al., Case No. 00CH14500, in the Circuit
Court of Cook County, Illinois, Chancery Division, against Host REIT, Host LP,
Marriott International, and MOHS Corporation, a subsidiary of Host LP and a
former general partner of O'Hare Suites. The plaintiffs allege that an improper
calculation of the hotel manager's incentive management fees resulted in
inappropriate payments in 1997 and 1998, and, consequently, in an inadequate
appraised value for their limited partner units in connection with the
acquisition of O'Hare Suites during the 1998 REIT conversion. The plaintiffs
are seeking damages of approximately $13 million. On August 28, 2001, the
plaintiffs filed a third amended complaint, which did not include Marriott
International as a defendant. We responded by filing a motion to dismiss based
on the plaintiffs' lack of standing to bring a derivative action under Rhode
Island law. At a hearing held on December 10, 2001, the court denied this
motion and we sought leave to file an appeal. The court granted leave to appeal
on March 15, 2002, and we are pursuing the appeal.

   Swissotel.  On June 22, 2001, Swissotel Management (USA) L.L.C.
("Swissotel") filed a lawsuit against Host REIT, and five of its subsidiaries,
regarding the hotel management agreements between Swissotel and BRE/ Swiss LLC,
dated August 1, 1997 (the "Management Agreements"). The Management Agreements
relate to the Swissotel hotels in Atlanta, Boston, Chicago, and New York (the
"Hotels").

   On January 18, 2001, we informed Swissotel that reports received from
engineering consultants hired by us to inspect the New York hotel established
that Swissotel failed to meet its responsibilities to operate and maintain the
New York hotel in accordance with a first-class hotel standard. In response to
this notice, Swissotel filed a lawsuit seeking declaratory relief, but later
agreed to arbitrate the matter as required by the management agreement for the
New York hotel. On May 18, we informed Swissotel that a performance shortfall
existed under the Management Agreements for fiscal year 2000. A week later, on
May 25, we declared that Swissotel was in default under the Management
Agreements due to deficiencies in its accounting practices. In addition, we
informed Swissotel that we were withholding our consent to the sale of its
management business to Raffles International. Notwithstanding this latter
notice, Swissotel and Raffles closed on their proposed transaction during the
first week of June.

   In response to the performance shortfall and accounting notices, Swissotel
filed a second lawsuit seeking declarations that it is not in violation of the
Management Agreements. In addition, Swissotel has demanded arbitration of those
issues which are arbitrable under the Management Agreements. Swissotel argues
that its accounting practices were, and are, in accordance with the
requirements of the Management Agreements. Swissotel also claims that the
performance of the Hotels in fiscal year 2000 exceeded the performance standard
described in the Management Agreements. Swissotel maintains that the May 18 and
25 letters have no force and effect, and that no event of default can be
declared under the Management Agreements. On July 25, 2001, the

                                      34


<PAGE>

defendants filed answers to the complaint and counterclaims against Swissotel
and Raffles for breach of contract and tortuous interference, respectively. In
addition, we responded to the arbitration demand by denying that any of the
issues raised by Swissotel are arbitrable under the Management Agreements.
Swissotel filed an amended complaint on August 14, 2001. We subsequently
participated in settlement discussions with Swissotel and entered into a
confidentiality agreement and a standstill agreement which, unless extended,
will expire on March 22, 2002. Absent settlement or an extension of the
standstill agreement, our response to Swissotel's amended complaint will be due
on April 10, 2002.


Item 4.  Submission of matters to a vote of security holders

   None

EXECUTIVE AND CORPORATE OFFICERS

   In the following table we set forth certain information regarding those
persons currently serving as our executive officers.


<TABLE>
<CAPTION>
                                                 Business Experience Prior to Becoming an
      Name and Title       Age                 Executive or Corporate Officer of the Company
      --------------       --- ------------------------------------------------------------------------------
<C>                        <C> <S>
Richard E. Marriott        63  Richard E. Marriott joined Host Marriott in 1965 and has served in various
  Chairman of the Board        executive capacities. In 1979, Mr. Marriott was elected to the Board of
                               Directors. In 1984, he was elected Executive Vice President, and in 1986, he
                               was elected Vice Chairman of the Board of Directors. In 1993, Mr. Marriott
                               was elected Chairman of the Board.

Christopher J. Nassetta    39  Christopher J. Nassetta joined Host Marriott in October 1995 as Executive
  President and Chief          Vice President and was elected our Chief Operating Officer in 1997. In May
  Executive Officer            2000, Mr. Nassetta became our President and Chief Executive Officer. Prior
                               to joining us, Mr. Nassetta served as President of Bailey Realty Corporation
                               from 1991 until 1995. He had previously served as Chief Development
                               Officer and in various other positions with The Oliver Carr Company from
                               1984 through 1991.

Robert E. Parsons, Jr.     46  Robert E. Parsons, Jr. joined Host Marriott Corporate Financial Planning
  Executive Vice               staff in 1981 and was made Assistant Treasurer in 1988. In 1993, Mr.
  President and Chief          Parsons was elected our Senior Vice President and Treasurer, and in 1995,
  Financial Officer            he was elected Executive Vice President and Chief Financial Officer.

James F. Risoleo           46  James F. Risoleo joined Host Marriott in 1996 as Senior Vice President for
  Executive                    Acquisitions, and he was elected Executive Vice President in 2000. He is
  Vice President,              responsible for our development, acquisition and disposition activities. Prior
  Acquisitions and             to joining our company, Mr. Risoleo served as Vice President of
  Development                  Development for Interstate Hotels Corporation, then the nation's largest
                               independent hotel management company. Before joining Interstate, he was
                               Senior Vice President at Westinghouse Financial Services. Mr. Risoleo is a
                               member of the Pennsylvania Bar Association.

W. Edward Walter           46  W. Edward Walter joined Host Marriott in 1996 as Senior Vice President for
  Executive Vice President     Acquisitions, and he was elected Treasurer in 1998, Executive Vice
  and Chief Operating          President in 2000 and Chief Operating Officer in 2001. Prior to joining our
  Officer                      company, Mr. Walter was a partner with Trammell Crow Residential
                               Company and the President of Bailey Capital Corporation, a real estate firm
                               that focused on tax-exempt real estate investments. Mr. Walter is a member
                               of the District of Columbia Bar Association.
</TABLE>


                                      35


<PAGE>


<TABLE>
<CAPTION>
                                              Business Experience Prior to Becoming an
     Name and Title      Age                Executive or Corporate Officer of the Company
     --------------      --- ----------------------------------------------------------------------------
<C>                      <C> <S>

Elizabeth A. Abdoo       43  Elizabeth A. Abdoo joined Host Marriott in June 2001 as Senior Vice
  Senior Vice President,     President and General Counsel. She was elected Corporate Secretary in
  General Counsel and        August 2001. Prior to joining our company, Ms. Abdoo was an attorney in
  Corporate Secretary        the legal department of Orbital Sciences Corporation, serving as Senior Vice
                             President and Assistant General Counsel from January 2000 to May 2001
                             and prior to that as Vice President and Assistant General Counsel since
                             1996.

Richard Burton           46  Richard A. Burton joined Host Marriott in 1996 as Senior Vice President-
  Senior Vice President,     Taxes and General Tax Counsel. Prior to joining our company, Mr. Burton
  Taxes and General Tax      was Senior Tax Counsel at Mobil Oil Corporation, and prior to that was with
  Counsel                    the law firm of Sutherland, Asbill & Brennan.

John A. Carnella         38  John A. Carnella joined Host Marriott in 1997 as Senior Vice President for
  Senior Vice President      Acquisitions. In 1998, he moved to our Treasury Department and was
  and Treasurer              elected Treasurer in 2001. Prior to joining Host Marriott, Mr. Carnella was
                             an investment banker with Lazard Freres & Co. and, most recently, he
                             served as a Senior Vice President with the investment banking division of
                             National Westminster Bank.

Donald D. Olinger        43  Donald D. Olinger joined Host Marriott in 1993 as Director of Corporate
  Senior Vice President      Accounting. Later in 1993, Mr. Olinger was promoted to Senior Director
  and Corporate              and Assistant Controller. He was promoted to Vice President of Corporate
  Controller                 Accounting in 1995. In 1996, he was elected Senior Vice President and
                             Corporate Controller. Prior to joining us, Mr. Olinger was with the public
                             accounting firm of Deloitte & Touche.
</TABLE>


                                      36


<PAGE>


                                    PART II


Item 5.  Market for our OP Units and related unitholder matters

   There is no established public trading market for our OP Units and transfers
of OP Units are restricted by the terms of our partnership agreements. We paid
quarterly cash distributions of $0.26 per unit for the first three quarters of
2001. As a result of the declining operations, no distributions were made for
the fourth quarter of 2001. Due to liquidity concerns (see "Management's
Discussion and Analysis--Recent Events") related to the current economic
conditions and the impact of the September 11, 2001 terrorist attacks it is
uncertain at this time when distributions will resume. During 2000, we paid
quarterly cash distributions of $0.21, $0.21, $0.23, and $0.26 per OP Unit.

   The number of holders of record of our OP Units on March 22, 2002 was 2,664.
The number of outstanding OP Units was 286,012,373 as of March 22, 2002, of
which 264,561,792 were owned by Host REIT.

Issuances of Unregistered Securities.

   Unless stated otherwise, we acquired interests in partnerships owning hotel
properties in connection with each of the following issuances of unregistered
securities.

   On December 30, 1998, we issued 25.8 million OP Units to various limited
partners in the eight public partnership mergers and the four private
partnerships in exchange for their existing partnership interests, which were
valued at approximately $333 million. The issuance of OP Units was made in
reliance on an exemption from the registration requirements of the Securities
Act pursuant to Section 4(2). The OP Units issued are redeemable for the cash
equivalent of a share of Host REIT's common stock or, at Host REIT's option,
shares of its common stock.

   Also on December 30, 1998, we issued approximately 43.9 million OP Units to
the Blackstone Entities in part in exchange for the acquisition of, or
controlling interests in, twelve hotels and one mortgage loan secured by an
additional hotel. We issued approximately 3.8 million additional OP Units on
March 31, 1999 to the Blackstone Entities. The issuance of OP Units was made in
reliance on an exemption from the registration requirements of the Securities
Act pursuant to Section 4(2) thereunder. The OP Units are redeemable for the
cash equivalent of a share of Host REIT's common stock or, at Host REIT's
option, shares of its common stock. During 2001, 40.7 million of the
aforementioned OP Units were converted to common stock of Host REIT.

   In December 1998, we issued approximately 205.3 million OP Units to Host
Marriott and its subsidiaries in exchange for substantially all of Host
Marriott's and its subsidiaries' assets (excluding the senior living business
transferred to Crestline) and the assumption of substantially all of their
liabilities. The number of OP Units issued to Host Marriott and its
subsidiaries equalled the number of outstanding shares of Host Marriott's
common stock. The issuance of OP Units was made in reliance on an exemption
from the registration requirements for the Securities Act pursuant to Section
4(2).

   In August 1999, Host REIT issued 4,160,000 shares of Class A cumulative
redeemable preferred stock the proceeds of which were used to purchase
4,160,000 units of Class A cumulative redeemable preferred units. Dividends on
the preferred OP Units are payable quarterly in arrears at the rate of 10% per
year. The issuance of the preferred OP Units was made in reliance on an
exemption from the registration requirements for the Securities Act pursuant to
Section 4(2).

   In November 1999, Host REIT issued 4,000,000 shares of Class B cumulative
redeemable preferred stock the proceeds of which were used to purchase
4,000,000 units of Class B cumulative redeemable preferred units. Dividends on
the preferred OP Units are payable quarterly in arrears at the rate of 10% per
year. The issuance of the preferred OP Units was made in reliance on an
exemption from the registration requirements for the Securities Act pursuant to
Section 4(2).

                                      37


<PAGE>

   In December 1999, we issued approximately 26,000 Class AM cumulative
redeemable preferred OP Units to limited partners of Hopewell Group, Ltd. for
the acquisition of their limited partnership interests in Ivy Street Hotel
Limited Partnership, which indirectly owns the Atlanta Marriott Marquis Hotel.
The issuance of the preferred OP units was made in reliance on an exemption
from the registration requirements for the Securities Act pursuant to Section
4(2). The preferred OP Units are redeemable for OP Units one year from the date
of acquisition and are then immediately redeemable for cash, or at Host REIT's
option, common shares of Host REIT. During 2000, holders of approximately 7,000
of the Class AM Preferred OP Units converted to common OP Units. Host REIT may
require the holders to convert to OP Units.

   In March 2001, Host REIT issued 5,980,000 shares of Class C cumulative
redeemable preferred stock, the proceeds of which were used to purchase
5,980,000 units of Class C cumulative redeemable preferred units. Dividends on
the preferred OP Units are payable quarterly in arrears at the rate of 10% per
year. The issuance of the preferred OP Units was made in reliance on an
exemption from the registration requirements for the Securities Act pursuant to
section 4(2).

                                      38


<PAGE>


Item 6.  Selected Financial Data

   The following table presents certain selected historical financial data of
us and our predecessor, which has been derived from audited consolidated
financial statements for the fiscal years 2001, 2000, 1999, 1998 and 1997.

   The historical information contained in the following table for our 2001,
1998 and 1997 operations relate to an operating entity which owned and operated
its hotels, while during 1999 and 2000 we owned the hotels but leased them to
third-party lessees, thus receiving rental payments. As a result of the
acquisition by our wholly owned taxable REIT subsidiary of the leasehold
interests with respect to 120 of our full-service hotels, our consolidated
operations in 2001 present property-level revenues and expenses rather than
rental income from lessees. For a comparison of hotel level sales for fiscal
years 1999 through 2001, please see the tables presenting comparable periods in
our "Managements Discussion and Analysis of Results of Operations and Financial
Condition--Results of Operations."


<TABLE>
<CAPTION>
                                                              Fiscal Year
                                               ------------------------------------------
                                                2001   2000   1999  1998(1)(2) 1997(1)(2)
                                               ------ ------ ------ ---------- ----------
                                                  (in millions, except per share data)
<S>                                            <C>    <C>    <C>    <C>        <C>
Income Statement Data:
   Revenues(3)................................ $3,754 $1,407 $1,303   $3,455     $2,830
   Income from continuing operations..........     59    203    256      194         47
   Income before extraordinary items(4).......     59    203    256      195         47
   Net income.................................     57    207    285       47         50
   Net income available to common unitholders.     25    187    279       47         50
   Basic earnings per common unit:(5)
       Income from continuing operations......    .10    .64    .86      .90        .22
       Income before extraordinary items......    .10    .64    .86      .91        .22
       Net income.............................    .09    .66    .96      .22        .23
   Diluted earnings per common unit:(5)
       Income from continuing operations......    .10    .63    .83      .84        .22
       Income before extraordinary items......    .10    .63    .83      .85        .22
       Net income.............................    .09    .65    .93      .27        .23
   Cash dividends per common unit(6)..........    .78    .91    .84     1.00         --

Balance Sheet Data:
   Total assets(7)............................ $8,334 $8,391 $8,196   $8,262     $6,141
   Debt(8)....................................  6,094  5,814  5,583    5,698      3,466
   Convertible Preferred Securities...........     --     --     --       --        550
</TABLE>

--------
(1) The Internal Revenue Code requires REITs to file their income tax return on
    a calendar year basis. Accordingly, in 1998 we changed our fiscal year end
    to December 31 for both financial and tax reporting requirements.
    Previously, our fiscal year ended on the Friday nearest to December 31. As
    a result of this change, the results of operations for 15 hotels not
    managed by Marriott International were adjusted in 1998 to include 13
    months of operations (December 1997 through December 1998) and therefore
    are not comparable to fiscal year 1997 which included 12 months of
    operations. The additional month of operations in 1998 increased our
    revenues by $44 million.
(2) The historical financial data for fiscal years 1998 and 1997 reflect as
    discontinued operations our senior living business that we formerly
    conducted but disposed of in the spin-off of Crestline as part of the REIT
    conversion. We recorded income from the discontinued operations, net of
    taxes, of $6 million in fiscal year 1998.
(3) Historical revenues for 2000 and 1999 primarily represent rental income
    generated by our leases, primarily with Crestline. Periods prior to 1999
    represent gross hotel sales because our leases were not in effect until
    January 1, 1999. Effective January 1, 2001, we acquired ownership of the
    leasehold interests in 116 of our full-service hotels from Crestline.
    Accordingly, our results of operations for 2001 reflect this acquisition by

                                      39


<PAGE>

    presenting hotel level revenues rather than rental income. Beginning with
    the third quarter of 2001, hotel level revenues were recorded for an
    additional four full-service hotels as a result of the acquisition of three
    leasehold interests from Wyndham and the final leasehold interest from
    Crestline. Revenues for fiscal years 2000, 1999, 1998 and 1997 have also
    been adjusted to reclassify interest income, net gains on property
    transactions, and equity in earnings of affiliates below operating profit to
    be consistent with our 2001 statement of operations presentation.
(4) During 2001, we recorded an extraordinary loss of $1 million in connection
    with the refinancing of the mortgage debt on our Canadian properties and an
    extraordinary loss of $1 million related to the extinguishment of the
    outstanding balance on the term loan component of the bank credit facility.
    During 2000, we recorded an extraordinary loss of $2 million in connection
    with the renegotiation of the bank credit facility, an extraordinary gain
    of $7 million on the extinguishment of $22 million of the Convertible debt
    obligation to Host REIT, and an extraordinary loss of $1 million
    representing the write-off of deferred financing fees in connection with
    the repurchase of 0.4 million shares of Host REIT's Convertible Preferred
    Securities. In 1999, we recognized a $14 million extraordinary gain on the
    renegotiation of the management agreement for the New York Marriott
    Marquis, a net extraordinary gain of $5 million related to the refinancing
    of the mortgage debt for eight properties, a $2 million extraordinary loss
    related to prepayments on the bank credit facility, and a net extraordinary
    gain of $12 million on the extinguishment of $53 million of the convertible
    debt obligation to Host REIT, including the write-off of deferred financing
    fees in connection with the repurchase of 1.1 million shares of Convertible
    Preferred Securities. In 1998, we recognized a $148 million extraordinary
    loss, net of taxes, on the early extinguishment of debt. In 1997, we
    recognized a $3 million extraordinary gain, net of taxes, on the early
    extinguishment of debt.
(5) Basic earnings per common unit is computed by dividing net income available
    to common unitholders by the weighted average number of common units
    outstanding. Diluted earnings per common unit is computed by dividing net
    income available to common unitholders as adjusted for potentially dilutive
    securities, by the weighted average number of common units outstanding plus
    other dilutive securities. Diluted earnings per unit has not been adjusted
    for the impact of the Convertible Preferred Securities for 2001, 2000, 1999
    and 1997, as they are anti-dilutive.
(6) 2001 cash distributions per common unit reflect quarterly cash
    distributions of $0.26 per common unit paid on April 13, July 13, and
    October 12, 2001. As previously discussed, Host REIT's Board of Directors
    did not declare a fourth quarter 2001 distribution. 2000 cash distributions
    per common unit reflect quarterly cash distributions of $0.21, $0.21,
    $0.23, and $0.26 per common unit. 1999 cash distributions per common unit
    reflect a quarterly cash distribution of $0.21 per common unit. 1998 cash
    distributions per common unit reflect the cash portion of a special
    distribution paid on February 10, 1999. This special distribution entitled
    unitholders of record on December 28, 1998 to elect to receive either $1.00
    in cash or .087 of a share of common stock for each outstanding share of
    our common stock owned by such shareholder on the record date. Cash
    totaling approximately $73 million and approximately 11.5 million shares
    were subsequently issued during 1999.
(7) Total assets for fiscal year 1997 include $236 million related to net
    investment in discontinued operations.
(8) Consists of long term debt (which includes senior notes, secured senior
    notes, mortgage debt, other notes, capital lease obligations, a revolving
    bank credit facility and the Convertible debt obligation to Host REIT).

                                      40


<PAGE>


Item 7.  Management's Discussion and Analysis of Results of Operations and
Financial Condition

Overview

   Host Marriott, L.P. ("Host LP" or the "Operating Partnership"), a Delaware
limited partnership, operating through an umbrella partnership structure with
Host Marriott Corporation ("Host REIT") as the sole general partner, is
primarily the owner of hotel properties. Host REIT operates as a self-managed
and self-administered real estate investment trust ("REIT") with its operations
conducted solely through us and our subsidiaries. As of December 31, 2001, Host
REIT owned approximately 92% of our outstanding OP Units.

Recent Events

   On September 11, 2001, two aircraft that were hijacked by terrorists
destroyed the World Trade Center Towers in New York City, and as a result, our
New York World Trade Center Marriott hotel was destroyed. In addition, we
sustained considerable damage to a second property, the New York Marriott
Financial Center hotel. A third hijacked aircraft caused considerable damage to
the Pentagon in Northern Virginia and a fourth hijacked aircraft crashed in
western Pennsylvania. Subsequent to the attacks, the Federal Aviation
Administration closed United States airspace to commercial traffic for several
days, significantly impacting the operations of our hotels during this period.
As described below, the aftermath of these events, together with an economic
recession has adversely affected our operations.

   Through our manager, Marriott International, we have both property and
business interruption insurance for our two affected hotels with a major
insurer. We have restored the New York Marriott Financial Center to operating
condition and reopened the hotel January 7, 2002. We are required under our
ground lease with The Port Authority of New York and New Jersey to rebuild the
New York World Trade Center Marriott, and our insurance provides for rebuilding
of the asset at replacement cost. Our insurer is a large insurance company with
an A+ A.M. Best Rating and has accepted responsibility for the claim. In
addition, we are obligated to make payments on behalf of the property,
including ground rent and debt service. We are also liable for severance
payments for employees of both hotels as well as other operating liabilities.
While we expect to receive sufficient insurance proceeds to cover all or a
substantial portion of these and other costs at both hotels and reimbursement
of lost profits, we cannot currently determine the total amount or timing of
those payments. We wrote off the $129 million net book value of the New York
World Trade Center Marriott hotel and recorded a corresponding receivable for
property insurance proceeds due to us under the terms of our insurance contract
and for which we believe receipt is probable . We believe the replacement cost
of the property is substantially in excess of the hotel's previously recorded
net book value. Currently, no gain or loss has been recorded. As of December
31, 2001, the Company has received $5 million in property insurance with
respect to the two hotels.

   The Company also receives business interruption insurance as a result of the
discontinuation of operations of the two hotels. Income resulting from business
interruption insurance will not be recognized until all contingencies related
to the insurance recoveries are resolved. To the extent that we incur expenses
related to the hotels, principally the ground rent due for the New York World
Trade Center Marriott, for which we are still liable and for which we are
entitled to recovery under the insurance contract, we will recognize a
receivable, if we can demonstrate that the receivable is probable of
realization. As of December 31, 2001, the Company has received $12 million in
business interruption insurance with respect to the two hotels.

   In the fourth quarter of 2001, RevPAR for comparable hotels showed a
significant decline of approximately 28% when compared to the 2000 fourth
quarter as a result of a decrease in occupancy of 13.4 percentage points and a
decline in room rates of 12.6% due to an economic recession and the reduction
in business travel. During the 4-week period subsequent to the events of
September 11, 2001, our hotels recorded weekly occupancy rates of 38% to 63%.
During that period, we had a very high level of large group cancellations,
which represented a loss of approximately $70 million in revenue. The results
of operations for the fourth quarter have shown steady growth from that point,
reflecting a steady return to more normal business levels; however, they still
remain below prior year levels.

                                      41


<PAGE>

   We have been actively working with the managers of our hotels to reduce the
operating costs of our hotels as well as to provide economic incentives to
individuals and business travelers in selected markets to increase demand. This
process was accelerated after the September 11th terrorist attacks. These
initiatives include reducing labor costs, streamlining staffing and service
delivery, reducing hours of operations at hotel restaurants and consolidating
operations by closing unused or unoccupied floors in hotels.

   In addition, based on our assessment of the current operating environment
and to conserve capital, we have reduced or temporarily suspended certain
capital expenditure projects. Our renewal and replacement expenditures for 2001
were $206 million versus $230 million in 2000. For 2002, we anticipate a
further reduction in spending of approximately 10% for renewal and replacement
expenditures.

   Distributions.  Our policy on cash distributions generally has been to
distribute the minimum amount necessary in order for Host REIT to maintain its
REIT status. As a result of September 11th and the economic downturn, our
operating results and, thus, taxable income have been greatly reduced. On
December 6, 2001, the Board of Directors of Host REIT declared a $0.625
distribution per unit of Class A, B and C preferred limited partner units, but
did not declare a distribution on our OP Units for the fourth quarter of 2001.
The preferred unit distribution was paid on January 15, 2002. Upon a review of
our operating and taxable income on a quarterly basis, we will reinstate the
distribution on our OP Units when operations have improved sufficiently so that
our taxable income supports such a payment. It is likely that when the OP Unit
distribution is reinstated, it will be meaningfully lower than the level for
the first three quarters of 2001. It is our intention to continue to pay
distributions on our preferred limited partner units. On March 19, 2002, the
Board of Directors of Host REIT declared a $0.625 distribution per unit of
Class A, B and C preferred limited partner units.

   Credit Facility and Senior Notes.  Our bank credit facility contains certain
financial covenants related to, among other things, maintaining certain levels
of tangible net worth and certain ratios of EBITDA to interest and fixed
charges, total debt to EBITDA, unencumbered EBITDA interest coverage and
unencumbered EBITDA as a percentage of total EBITDA. Effective November 19,
2001, we amended our bank credit facility to modify these covenants through
August 15, 2002, among other things. This amendment also has resulted in
reducing the availability under the credit facility to $50 million through the
first quarter of 2002 and $25 million for the second quarter of 2002 and placed
additional restrictions on our ability to issue debt or equity, pay
distributions to certain unitholders, make acquisitions or investments, or to
use the proceeds from asset sales. As of March 1, 2002, there was no
outstanding balance for the credit facility. For a further discussion of the
modified covenants of the bank credit facility, see Risk Factors--"There is no
charter or by-law restriction to the amount of debt we may incur."

   We have $3.2 billion of senior notes outstanding as of March 1, 2002. The
balance includes $450 million of Series H senior notes with a fixed interest
rate of 9 1/2% that were issued in December 2001. The proceeds from this
offering were used to repay the majority of the outstanding balance under the
bank credit facility. Under the indenture pursuant to which the senior notes
were issued there are covenants that could restrict our ability to incur
indebtedness, grant liens on our assets, acquire or sell or make investments in
other entities, and make certain distributions to our equity holders. This
restriction would take effect if, after giving effect to any new increase of
debt on a pro forma basis, our consolidated coverage ratio is less than or
equal to 2.0 to 1.0. As a result of the effects on our business of the economic
recession and the events of September 11, 2001, we anticipate that any
consolidated coverage ratio that is calculated under the indenture after the
end of our first quarter 2002 may be less than or equal to 2.0 to 1.0. If this
occurs, then we will be prohibited from incurring indebtedness and from issuing
stock (other than certain types of debt specifically permitted under the
indenture) and we would be prohibited from declaring or paying distributions to
our unitholders, other than to the extent required to have Host Marriott
maintain its status as a REIT.

   Debt and Equity Registrations.  In January 2002, Host REIT's shelf
registration for $1.55 billion of debt and equity was declared effective. They
completed this shelf in order to help expedite future public offerings;
however, they currently do not anticipate accessing the capital markets during
2002. Additionally, during February 2002, Host REIT filed a shelf registration
statement for 1.1 million of its common shares to be issued to

                                      42


<PAGE>

a minority partner in the San Diego Marina Marriott Hotel in exchange of
approximately 5% interest in the San Diego partnership. On March 15, 2002, this
minority partner sold the 1.1 million common shares of Host REIT to an
underwriter for resale on the open market. Concurrent with the issuance of
these common shares, we issued to them an equivalent number of OP Units. This
transaction did not materially impact Host REIT's ownership percentage in us.
Host REIT received no proceeds as a result of these transactions.

   Subsequent to this exchange, other minority partners in the San Diego hotel
have notified us of their intent to exchange additional interests in the San
Diego partnership for approximately 6.8 million OP Units. We expect these
exchanges to close during the second quarter. After completion of these
exchanges, the minority partner will own 10% of the interest in the San Diego
hotel.

   Management and Other Agreements.  Host REIT currently is in the process of
negotiating changes to the management and other agreements with Marriott
International and its affiliates. If made, the changes, which remain subject to
the consent of various lenders to the properties and other third parties, would
be effective December 29, 2001. The proposed changes would result in reductions
in incentive management fees on the portfolio of Marriott-managed hotels,
reduce certain expenses to the property, lower our working capital
requirements, clarify the circumstances and conditions under which Marriott
International and its affiliates may earn a profit on transactions with the
hotels, and provide greater approval rights over budgets and capital
expenditures. The Company is also negotiating to expand the pool of hotels that
are subject to an existing agreement that allows us to sell certain assets
without a Marriott International management agreement, and to revise the method
for determining the number of hotels that may be sold without a Marriott
International management agreement or a franchise agreement, in each case,
without the payment of a termination fee. There can be no assurance that the
negotiations will be successful, that the changes will be made in substantially
the form described or that we will receive the necessary consents to implement
these changes.

   Marriott International currently has the right to purchase up to 20 percent
of Host REIT's outstanding stock upon certain changes in control of Host
Marriott. In connection with Host REIT's negotiations with Marriott
International on changes to the management agreements, we are discussing
terminating this right and clarifying existing provisions in the management
agreements that currently limit Host REIT's ability to sell a hotel or the
company to a competitor of Marriott International.

Results of Operations

   Our historical revenues for 2000 and 1999 represent rental income on leases
of our hotels. Expenses during 2000 and 1999 represent specific owner costs,
including real estate and property taxes, property insurance and ground and
equipment rent. Beginning January 1, 2001, we reported gross property level
sales from the majority of our hotels and, accordingly, our expenses included
all property level costs including depreciation, management fees, real and
personal property taxes, ground building and equipment rent, property insurance
and other costs due to changes in the REIT tax laws which enabled the
subsequent acquisition by the TRS of leases on our hotels previously leased to
third parties (see Business and Properties, "Operating Structure"). As a
result, our 2001 results are not comparable to the historical reported amounts
for 2000 and 1999.

2001 Compared to 2000

   Revenues.  Revenues increased $2.4 billion, or 171%, to approximately $3.8
billion for 2001. As discussed above, our revenues and operating profit are not
comparable to 2000, due to the acquisition of the lessee entities by the TRS.
Rental income decreased $1.3 billion, or 91%, to $126 million for 2001 versus
2000, reflecting the purchase of the leasehold interests from Crestline with
respect to 116 hotels by the TRS effective January 1, 2001 and the purchase of
four additional lessee entities (three of the lessee entities were purchased
from Wyndham, while the other was purchased from Crestline) effective June 16,
2001. Rental income for 2001 includes: 1) lease income from our HPT leases of
$77 million, 2) lease income earned on five full-service properties of $29
million, 3) lease income earned on certain FF&E of $14 million and 4) office
building rental income of $6 million. For 2002, rental income will include the
HPT leases income, rent from the one remaining full-service hotel and the
office building leases.

                                      43


<PAGE>

   The table below presents gross hotel sales for the years ended December 2001
and 2000. For 2000, gross hotel sales were used as the basis for calculating
rental income. The data is presented in order to facilitate an investor's
understanding and comparative analysis of the operations of our properties.


<TABLE>
<CAPTION>
                                                 Year Ended
                                          -------------------------
                                          December 31, December 31,
                                              2001         2000
                                          ------------ ------------
                                                (in millions)
            <S>                           <C>          <C>
            Hotel sales
               Rooms.....................    $2,550       $2,877
               Food and beverage.........     1,173        1,309
               Other.....................       306          323
                                             ------       ------
                   Total hotel sales.....    $4,029       $4,509
                                             ======       ======
</TABLE>


   The $480 million decrease in hotel sales for the year ended December 31,
2001 primarily reflects the decrease in REVPAR for our properties of 13.7% to
$105.96. Room sales also declined as a result of the loss of sales from the New
York Marriott World Trade Center and the New York Marriott Financial Center due
to the terrorist acts of September 11. The declines were partially offset by
incremental revenues provided by the 500-room expansion at the Orlando
Marriott, which was placed in service in June 2000, and the addition of three
hotels as a result of our consolidation of Rockledge and Fernwood as of March
24, 2001.

   The aforementioned decline in REVPAR for the year ended December 31, 2001
compared to the year ended December 31, 2000, of 13.7% to $105.96, was due to
the economic recession and the effects of the September 11, 2001 terrorist
attacks. The decrease is attributable to a decrease in occupancy of 7.7
percentage points and a 4.1% decrease in room rates for the year. As a result
of decreased hotel sales, our hotel managers implemented cost cutting measures
and revenue enhancement programs at the property level during the second
quarter in order to stabilize house profit. These measures include increasing
labor efficiency particularly at the managerial level and in the food and
beverage area at the hotels, reducing discretionary expenses in rooms, food and
beverage, and repairs and maintenance and reducing energy consumption. These
cost cutting measures served to stabilize the profit margins during the second
and third quarters, however, due to continued declines in RevPAR during the
third and fourth quarters, profit margins on our entire portfolio of hotels
decreased 3.0 percentage points for the year ended December 31, 2001.

   Other Property-level Expenses.  Other property-level owner expenses
primarily consist of property taxes, insurance, and ground and equipment rent.
These expenses increased $6 million, or 2%, to $282 million, for the year ended
December 31, 2001. The increase was primarily due to additional expenses
required as the lessee of the properties. Included in other property-level
expenses is $72 million and $74 million for rental expense on our HPT leases
for 2001 and 2000, respectively.

   Depreciation and Amortization.  Depreciation and amortization increased $47
million, or 14%, to $378 million during 2001 primarily reflecting an increase
in depreciable assets. The increase in depreciation expense reflects the
consolidation of three hotels and other equipment as a result of the purchase
of the voting interests in Rockledge and Fernwood. The transaction caused an
increase in depreciable assets of $206 million. The increase in depreciation
expense is also the result of $286 million and $379 million in capital
expenditures in 2000 and 2001, respectively.

   Corporate Expenses.  Corporate expenses decreased by $10 million, or 24%, as
a result of our efforts to curb costs in the wake of a more difficult operating
environment during 2001 and a decrease in compensation expense related to
employee stock plans.

                                      44


<PAGE>

   Lease Repurchase Expense.  In connection with the definitive agreement with
Crestline in November 2000 for the purchase of the leasehold interests with
respect to 116 hotels, by the TRS, we recorded a nonrecurring loss provision of
$207 million. In 2001, as a result of the purchase of four additional leasehold
interests by the TRS, we recognized a loss of $5 million.

   Minority Interest.  Minority interest decreased by $11 million to $16
million for 2001, primarily due to allocation of the Mexico partnership's
minority interest income. The Mexico partnership was not consolidated until
second quarter of 2001.

   Interest Expense.  For the year ended December 31, 2001, interest expense
increased 6% to $493 million, compared to the year ended December 31, 2000,
primarily due to the issuance in October of 2000 of $250 million 9 1/4% Series
F Senior notes, which was primarily used to fund the purchase of the Crestline
lessee entities and for general corporate purposes.

   Interest Income.  Interest income decreased $4 million, or 10%, for the year
ended December 31, 2001, when compared to the year ended December 31, 2000. The
decrease was due to the elimination of notes receivable as a result of the
consolidation of Rockledge on March 24, 2001, the elimination of working
capital notes receivable in connection with the acquisition of the leasehold
interests in 120 hotels, as well as a decrease in the average cash balance
during the year. The decrease was partially offset by interest on a note
relating to the 1994 sale of 26 Fairfield Inns that is recorded under the cost
recovery method.

   Equity in Earnings of Affiliates.  For the year ended December 31, 2001,
equity in earnings of affiliates decreased $22 million, or 88%, to $3 million.
The decrease is due to the consolidation of Rockledge and Fernwood on March 24,
2001 as a result of the purchase of the 5% voting interests in both entities.

   Income Tax Benefit.  For the year ended December 31, 2001, we recorded an
income tax provision of $8 million, a change of $106 million, from the $98
million income tax benefit in 2000. The change is primarily due to the $82
million benefit taken during 2000 due to the recognition of the income tax
asset as a result of the purchase of the leasehold interests with respect to
120 hotels. Also, during 2001 and 2000, we favorably resolved certain tax
matters and recognized $16 million and $32 million, respectively, related
thereto as a benefit to our tax provision.

   Extraordinary (Loss) Gain.  We recorded an extraordinary loss of $2 million
in 2001 and an extraordinary gain of $4 million in 2000. During 2001 and 2000,
we had losses of $1 million and $2 million, respectively, representing the
write-off of deferred financing costs and certain fees paid to our lender in
connection with renegotiations of the bank credit facility.

   In 2001, we recorded an extraordinary loss of $1 million, representing the
write-off of deferred financing costs in connection with the refinancing of the
mortgage debt of our Canadian properties.

   During the first quarter of 2000, we extinguished approximately $22 million
of the convertible debt obligation to Host REIT through the purchase of 0.4
million shares of Host REIT's Convertible Preferred Securities on the open
market. We recorded an extraordinary gain of $7 million on this transaction,
based on the discount at which we purchased the Convertible Preferred
Securities. We also recorded an extraordinary loss of $1 million representing
the write-off of deferred financing costs in connection with the early
extinguishments.

   Net Income.  Our net income was $57 million in 2001 compared to net income
of $207 million in 2000. Basic and diluted earnings per common unit were $.09
and $.09, respectively, for 2001, compared to $.66 and $.65, respectively, in
2000.

   Net Income Available to Common Unitholders.  Our net income available to
common unitholders was $25 million in 2001, a decrease of $162 million when
compared to the same period in 2000. The decrease reflects distributions of $32
million in 2001 on the preferred limited partner units issued in March of 2000.

                                      45


<PAGE>

2000 Compared to 1999

   Revenues.  Revenues increased $97 million, or 7%, to approximately $1.5
billion for 2000. Gross hotel sales, which is used in the determination of
rental income for 2000, increased $231 million or 5% over 1999 amounts as is
shown in the following table.


<TABLE>
<CAPTION>
                                              Year Ended
                                       -------------------------
                                       December 31, December 31,
                                           2000         1999
                                       ------------ ------------
                                             (in millions)
               <S>                     <C>          <C>
               Hotel Sales(1)
                  Rooms...............    $2,877       $2,725
                  Food and beverage...     1,309        1,258
                  Other...............       323          295
                                          ------       ------
                      Total sales.....    $4,509       $4,278
                                          ======       ======
</TABLE>

--------
(1) Gross hotel sales do not represent our reported revenues for 2000 and 1999,
    but are used to compute our reported rental income.

   Rental income increased $95 million, or 7% to approximately $1.4 billion for
2000, primarily driven by the growth in room revenues generated per available
room or RevPar, completion of the new Tampa Waterside Marriott in February
2000, and the opening of a 500-room expansion at the Orlando World Center
Marriott in June 2000, partially offset by the sale of five properties (1,577
rooms) in 1999. RevPAR increased 5.4% to $122.43 in 2000 for our hotels.
Average room rates increased approximately 5.6%, while average occupancy
decreased less than one percentage point for 2000.

   Depreciation and Amortization.  Depreciation and amortization increased $38
million or 13% during 2000, reflecting an increase in depreciable assets, which
is primarily the result of capital projects placed in service in 2000,
including the Tampa Waterside Marriott and expansion at the Orlando World
Center Marriott, partially offset by net asset disposals of approximately $174
million in connection with the sale of five hotels during 1999.

   Other Property-level Expenses.  Property-level expenses primarily consist of
property taxes, insurance, and ground and equipment rent. These expenses
increased $8 million, or 3%, to $272 million for 2000, primarily due to an
increase in ground lease expense, which is commensurate with the increase in
hotel sales, and an increase in equipment rent expense due to technology
initiatives at the hotels during 2000.

   Minority Interest.  Minority interest expense increased $6 million to $27
million for 2000, primarily reflecting the improved property-level results, as
previously discussed, to include those properties that are not wholly-owned by
us.

   Interest Expense.  Interest expense decreased less than 1% to $466 million
in 2000, primarily due to the $75 million reduction in the convertible debt
obligation to Host REIT during the fourth quarter of 1999 and first quarter of
2000, and the decrease in the outstanding balance of the bank credit facility
during 2000 compared to 1999, partially offset by the issuance of the Series F
senior notes in October 2000.

   Corporate Expenses.  Corporate expenses increased $8 million to $42 million
for 2000, resulting primarily from an increase in compensation expense related
to employee stock plans.

   Loss on Litigation Settlement.  In connection with a proposed settlement for
litigation related to seven limited service partnerships discussed above, we
recorded a non-recurring charge of $40 million during the fourth quarter of
1999.

                                      46


<PAGE>

   Lease Repurchase Expense.  In connection with the execution of a definitive
agreement with Crestline in November 2000 for the termination of the Crestline
leases through the purchase and sale of the Crestline Lessee Entities by our
TRS for $207 million in cash, we recorded a non-recurring loss provision of
$207 million during the fourth quarter of 2000.

   Income Tax Benefit.  In connection with the lease repurchase expense
recognized during the fourth quarter of 2000, we recognized an income tax
benefit of $82 million, because for income tax purposes, the acquisition is
recognized as an asset that will be amortized over the remaining term of the
leases. In addition, during 2000 we favorably resolved certain tax
contingencies and reversed $32 million of our net tax liabilities into income
through the tax provision during the year ended December 31, 2000.

   Extraordinary Gain (Loss).  During 2000, we recorded an extraordinary loss
of approximately $2 million representing the write off of deferred financing
costs and certain fees paid to our lender in connection with the renegotiation
of the bank credit facility.

   During the first quarter of 2000, we extinguished approximately $22 million
of the convertible debt obligation to Host REIT through the purchase of 0.4
million shares of Host REIT's Convertible Preferred Securities on the open
market. We recorded an extraordinary gain of $7 million on this transaction,
based on the discount at which we purchased the Convertible Preferred
Securities. We also recorded an extraordinary loss of $1 million representing
the write-off of deferred financing costs in connection with the early
extinguishment.

   In connection with the refinancing of the mortgage and renegotiation of the
management agreement on the New York Marriott Marquis hotel, we recognized an
extraordinary gain of $14 million on the forgiveness of debt in the form of
accrued incentive management fees during 1999.

   An extraordinary loss of $3 million representing the write-off of deferred
financing fees occurred in July 1999 when the mortgage debt for eight
properties, including the New York Marriott Marquis hotel, was refinanced. In
connection with this refinancing, the interest rate swap agreements associated
with some of the original debt were terminated and an extraordinary gain of $8
million was recognized.

   An extraordinary loss of $2 million representing the write-off of deferred
financing fees occurred during the fourth quarter of 1999 when prepayments
totaling $225 million were made to permanently reduce the outstanding balance
of the term loan portion of the Bank Credit Facility to $125 million.

   During the fourth quarter of 1999, we extinguished approximately $53 million
of the convertible debt obligation to Host REIT through the purchase of 1.1
million shares of Host REIT's Convertible Preferred Securities on the open
market. We recorded an extraordinary gain of $14 million on this transaction,
based on the discount at which we purchased the Convertible Preferred
Securities. We also recorded an extraordinary loss of $2 million representing
the write-off of deferred financing fees in connection with the extinguishment.

   Net Income.  Our net income in 2000 was $207 million, compared to $285
million in 1999. Basic and diluted earnings per common unit was $.66 and $.65,
respectively, for 2000, compared to $.96 and $.93, respectively, in 1999.

   Net Income Available to Common Unitholders.  Our net income available to
common unitholders in 2000 was $187 million, compared to $279 million in 1999,
reflecting distributions of $20 million in 2000 on the preferred limited
partner units which were issued during the second half of 1999.

Liquidity and Capital Resources

   During 2000 and 2001, we focused on maintaining the strength and flexibility
of our balance sheet in order to allow us the opportunity to selectively choose
investment alternatives that will further enhance unitholder

                                      47


<PAGE>

value. As a result September 11, 2001, we have focused on implementing cost
controls, limiting capital expenditures and maintaining our liquidity.

   The acquisitions made in January 2001 and June 2001 of the Crestline and
Wyndham lessee entities enable us to better control our portfolio of hotels and
were accretive to our earnings and cash flow during 2001. There can be no
guarantee, however, that we will benefit from similar favorable results in the
future.

   As a result of several key actions taken by us in the fourth quarter of
2001, including amending our bank credit facility, issuing $450 million of
senior notes and selling two hotels, we had $352 million of cash at year end,
no outstanding debt on our bank credit facility and no significant debt
maturities until 2005. Although we do not believe we will need to access the
bank credit facility during 2002, we are seeking to implement a new long-term
facility that will be smaller but with less restrictive covenants than our
existing agreement.

   Cash from Operations.  Cash and cash equivalents were $352 million and $313
million at December 31, 2001 and 2000, respectively. Cash from operations
decreased $253 million to $281 million in 2001, primarily reflecting declining
results of operations due to the 13% decrease in RevPAR for our comparable
properties as previously discussed, in addition to the $208 million paid in
2001 for the purchase of the leasehold interests with respect to 120 of our
hotels.

   Cash from Investing Activities.  Cash used in investing activities was $279
million and $448 million in 2001 and 2000, respectively. Cash used in investing
activities includes capital expenditures of $286 million and $379 million and
cash payments for acquisitions of $63 million and $40 million in 2001 and 2000,
respectively. Cash used in investing activities during 2001 was partially
offset by cash provided by the sale of two hotels of $60 million, discussed
below.

   As a result of our efforts to conserve capital, we have budgeted a lower
level of capital expenditures for 2002 as compared to 2001. We estimate that
approximately $185 million will be required for the upcoming year for renewals
and replacements, new investments and other capital expenditure projects. We
expect to fund the anticipated capital expenditure projects from the property
improvement funds as well as from operations.

   Capital expenditures include contributions to property improvement funds,
which have been established for certain of our hotels pursuant to the
management agreement in order to provide for the replacement of furniture,
fixtures and equipment as well as non-routine repairs and maintenance which are
normally capitalized. Contributions to the property improvement funds are
generally 5% of gross hotel sales. Capital expenditures also include the costs
for expansion and development projects that are funded through loans such as
the Orlando World Center Marriott that was completed during 2000.

   The following table summarizes significant investing activities which were
completed during 2001 and 2000 (in millions).


<TABLE>
<CAPTION>
                                                                          Sale/
                                                                        (Purchase)
Transaction Date                Description of Transaction                Price
----------------    --------------------------------------------------- ----------
<S>                 <C>                                                 <C>
2001
  March............ Purchase of the 5% voting interest in Rockledge and
                    Fernwood (1)                                           $ (2)
  April............ Addition of a spa facility at The Ritz-Carlton,
                    Naples (2)                                              (26)
  June............. Purchase of Wyndham limited partner interests (3)       (60)
  June............. Addition of a spa facility at the Marriott Harbor
                    Beach Resort (8)                                         (8)
  December......... Sale of Vail Marriott Mountain Resort and the
                    Pittsburgh City Center Marriott                          65
2000
  May.............. Purchase of non-controlling partnership interest in
                    JWDC Limited Partnership (4)                           $(40)
  June............. Additions to the Orlando World Center Marriott (5)      (88)
  October.......... Purchase of 50% interest in Courtyard by Marriott
                    Joint Venture (6)                                       (90)
</TABLE>

--------
(1) The voting interests were previously held by the Host Marriott Statutory
    Employee/Charitable Trust. Prior to the acquisition we held a 95%
    non-voting interest in each company. As a result of the acquisition we now
    consolidate three additional full-service hotels.

                                      48


<PAGE>

(2) During 2001, a total of $5 million of the development cost was expended.
(3) The limited partner interests relate to 7 full-service hotels, and as a
    part of the transaction, the leases were acquired from Wyndham with respect
    to three of the hotels.
(4) The partnership owns the 772-room JW Marriott Hotel located on Pennsylvania
    Avenue in Washington, DC.
(5) Includes the addition of a 500-room tower and 15,000 square feet of meeting
    space. During 2000, a total of $39 million of the development cost was
    expended.
(6) See below for discussion.

   In December 2000, a joint venture formed by us (through non-controlled
subsidiaries) and Marriott International acquired the partnership interests in
CBM I and CBM II, two partnerships owning 120 hotels for an aggregate payment
of approximately $372 million plus interest and legal fees, of which Rockledge
paid approximately $90 million. The joint venture acquired the partnerships by
acquiring partnership units pursuant to a tender offer for such units followed
by a merger of each of CBM I and CBM II with subsidiaries of the joint venture.
The joint venture financed the acquisition with mezzanine indebtedness borrowed
from Marriott International, cash and other assets contributed by us (through
our non-controlled subsidiaries) including Rockledge's existing general partner
and limited partner interests in the partnerships, and cash contributed by
Marriott International. We own a 50% interest in the joint venture and account
for it on the equity method because we do not control it.

   For purposes of our investment analysis and the charge for litigation
settlements in our 1999 financial statements, we estimated the value of the
planned investment in the Courtyard joint venture based upon: (1) estimated
post-acquisition cash flows, including anticipated changes in the related hotel
management agreements to be made contemporaneously with the investment; (2) the
joint venture's new capital structure; and (3) estimates of prevailing discount
rates and capitalization rates reflected in the market at that time. The amount
of post-settlement equity of the Courtyard joint venture was considerably lower
than the pre-acquisition equity due to additional indebtedness post-acquisition
offset by the impact of changes to the management agreements made
contemporaneously with the transaction. The investment in the Courtyard joint
venture was consummated late in the fourth quarter of 2000. The Courtyard joint
venture has recorded its investment in the partnership units at $363 million,
which reflected estimated fair value based on: (1) pre-acquisition cash flows;
(2) the pre-acquisition capital structure; and (3) prevailing discount rates
and capitalization rates in December 2000. The factors giving rise to the
differences between our 1999 assessment based on post-acquisition cash flows
and the joint venture purchase accounting based on pre-acquisition cash flows
did not materially affect our previous assessment of expense related to
litigation.

   Due to a number of factors, the equity values used in the purchase
accounting for the joint venture's investment were different from limited
partner unit estimates included in the CBM I and CBM II Purchase Offer and
Consent Solicitations prepared in early 2000. The solicitations reported that
the value of limited partner units based on an assumed 20 percent discount rate
would be $254 million. The difference between this and the purchase accounting
entry by the Courtyard joint venture is primarily attributed to: (1) the
investment's being consummated almost one year subsequent to the time the
original estimates were prepared ($30 million); and (2) a lower discount rate
(17 percent) and capitalization rate reflecting changes in market conditions
and capital structure versus the date at which the estimates in the
solicitations were prepared ($79 million).

   Although we may from time to time sell assets for strategic reasons or to
realize unique market conditions, the factors driving the change in value for
the CBM I and CBM II properties did not have a material impact on other
properties owned by us because our strategy is to buy and hold investments in
real estate. As investments in real estate are accounted for on a historical
basis, the impact of changes in market conditions are not reflected in the
financial statements.

   Property and equipment balances include $149 million and $135 million for
construction in progress as of December 31, 2001 and December 31, 2000,
respectively. The balance as of December 31, 2001, primarily relates to the
development of the Ritz-Carlton, Naples Golf Resort, which opened on January 4,
2002.

                                      49


<PAGE>

   Cash from/used in Financing Activities.  Cash provided by financing
activities was $37 million in 2001 and cash used by financing activities was
$50 million in 2000.

   As of December 31, 2001, our total consolidated debt was approximately $6.1
billion. Our debt is comprised primarily of $3.2 billion in unsecured senior
notes, $2.3 billion in non-recourse mortgage debt and the $492 million
convertible debt obligation to Host REIT.

   As a result of the repayment of the outstanding balance on the credit
facility with the proceeds from the Series H senior notes we have substantially
reduced all of our near term maturities, with $148 million in principal
payments due during 2002 and $294 million in principal payments due over the
next three years. The weighted average interest rate of all our debt is
approximately 8.2%, and our current average maturity is six years.
Additionally, 98% of our debt has a fixed rate of interest as of December 31,
2001. However, in order to reduce interest rate risk by taking advantage of
low, short-term interest rates and to maintain a mix of floating and fixed rate
debt, we entered into an interest rate swap agreement (described below),
effective in January 2002, to convert the fixed rate of the Series H senior
notes to a floating rate. If the swap agreement had been effective as of
December 31, 2001, the percentage of fixed rate debt would have been 90%. We do
not have a specific goal relative to our level of variable or fixed interest
rate debt. We will continue to evaluate each debt offering in regards to the
type and timing of payments, maturity date and its overall effect on earnings.
We entered into a separate cap arrangement in January 2002 to limit our
exposure to interest rate increases on this floating rate swap (described
below).

   The following table summarizes significant financing activity except for the
bank credit facility and non-cash equity transactions (all of which are
discussed below) for fiscal years 2001 and 2000 (in millions):


<TABLE>
<CAPTION>
Transaction                                                             Transaction Interest Rate at
   Date                     Description of Transaction                    Amount        12/31/01
   ----                     --------------------------                  ----------- ----------------
<C>         <S>                                                         <C>         <C>
   2001
 --         Payment of Class A, B and C cumulative redeemable preferred
            limited partner unit distributions(1)                            (28)           --
 --         Payment of OP Unit distributions                                (298)           --
 March      Issuance of Class C cumulative redeemable preferred limited
            partner units(1)                                                 143         10.00%
 August     The Ritz Carlton, Amelia Island mortgage loan                    (88)           --
 August     Canadian mortgage loan(2)                                       96.6          4.82%
 October    San Antonio Marriott Riverwalk mortgage loan                   (16.5)           --
 December   Issuance of Series H Senior Notes(3)                          $  450          9.50%

 2000
 --         Repurchase of equity instruments(4)                              (62)           --
 --         Payment of Class A and B cumulative redeemable preferred
            limited partner unit distributions                               (19)           --
 --         Payment of OP Unit distributions                                (241)           --
 February   Harbor Beach Marriott Mortgage(5)                                 84          8.58%
 February   Harbor Beach Marriott Mortgage(5)                                (80)         9.13%
 October    Issuance of Series F Senior Notes(6)                             250          9.25%
</TABLE>

--------
(1) On March 27, 2001, we sold approximately 6.0 million units of 10% Class C
    cumulative redeemable preferred units ("Class C Preferred Units") with a
    par value of $0.01 for net proceeds of $143 million. Holders of the Class C
    Preferred Units are entitled to receive cumulative cash distributions at a
    rate of 10% per year of the $25 per unit liquidation preference.
    Distributions are payable quarterly in arrears commencing April 15, 2001,
    on which date pro rata distributions of $0.03 per Class C Preferred Unit
    were paid. We paid two other quarterly distributions of $0.625 per share in
    2001, and on December 5, 2001, the Board of Directors declared the fourth
    quarter distribution of $0.625, which was paid in January 2002.
(2) Proceeds from the Canadian mortgage were used to repay the mortgage debt on
    the Ritz Carlton, Amelia Island and the Toronto Eaton Centre. See below for
    further discussion.

                                      50


<PAGE>

(3) Proceeds from the Series H senior notes were used to repay the outstanding
    balance on the credit facility. Additionally, we entered into an interest
    rate swap agreement with regards to this principle balance, as is dicussed
    below.
(4) For the year ended December 31, 2000, we purchased approximately 4.9
    million shares of common stock, 0.4 million shares of the Convertible
    Preferred Securities, and 0.3 million OP Units for approximately $62
    million.
(5) These transactions represent the refinancing of the prior $80 million
    mortgage debt on the Harbor Beach Marriott Hotel.
(6) Proceeds from the Series F senior notes were used to partially fund the
    buyback of leases from Crestline and litigation dealing with our Courtyard
    partnerships. During March of 2001, the Series F senior notes were
    exchanged on a one-for-one basis for Series G senior notes, which are
    freely transferable.

   We have a bank credit facility, which we entered into in 1998 and have
subsequently modified in May 2000 and November 2001. The original facility was
for $1.25 billion and matured in three years. In May 2000 the borrowing
capacity under the facility was reduced to $775 million. As previously
discussed, the last modification to the facility was in November 2001, which
reduced the available capacity to $50 million during the first quarter of 2002
and $25 million during the second quarter of 2002, and temporarily amended
certain covenants as a result of the economic recession and the events of
September 11, 2001. Borrowings under the facility bear interest currently at
the Eurodollar rate plus 225 basis points. Additionally, the interest rate
fluctuates based on our leverage ratio. Borrowings under the facility averaged
$248 million in 2001 and $153 million in 2000 and were used for the purchase of
outside partnership interests in our hotels, to partially fund the purchase of
the leasehold interests by the TRS, as well as general corporate purposes. As
of December 31, 2001 there are no outstanding borrowings under the facility.

   Historically, our debt has primarily been fixed rate including all of the
previous series of senior notes. We have increased the amount of our exposure
to variable rate instruments on the issuance of our Series H senior notes by
using derivative products. On December 20, 2001, we entered into a 5-year
interest rate swap agreement, which is effective January 15, 2002 and matures
January 2007. Under the swap, we receive fixed-rate payments at 9.5% and pay
floating-rate payments based on one-month LIBOR plus 450 basis points, on a
$450 million notional amount. The fair value of the interest rate swap
agreement was zero at inception. Under SFAS 133 we have entered into an
interest rate swap which is designated as a fair value hedge. The requirements
for hedge accounting having been met, the swap is recorded at fair value on the
balance sheet with changes in the fair value recorded to the carrying value of
the Series H debt. Additionally, the amounts paid or received under the swap
agreement will be recognized over the life of the agreement as an adjustment to
interest expense. On January 4, 2002, in a separate agreement with a different
counter party, we purchased for approximately $3.5 million an interest rate cap
with the same notional amount which caps the floating interest rate at 14%.
Under SFAS 133 the cap does not qualify for hedge accounting, and therefore,
will be marked to market and the gains and losses from changes in the market
value of the cap will be recorded in other income or expense in the current
period.

   On August 30, 2001, certain Canadian subsidiaries entered into financing
agreements pursuant to which they borrowed $96.6 million due August 2006 at a
variable rate of LIBOR plus 275 basis points. The Calgary Marriott, Toronto
Airport Marriott, Toronto Marriott Eaton Centre, and Toronto Meadowvale Delta
hotels serve as collateral. Since the mortgage loan on these Canadian
properties is denominated in U.S. Dollars and the functional currency of the
Canadian subsidiary is the Canadian Dollar, we purchased derivative instruments
for hedging of the foreign currency investment. Therefore, the subsidiaries
entered into 60 separate currency forward contracts to buy U.S. dollars at a
fixed price. These forward contracts hedge the currency exposure of converting
Canadian dollars to U.S. dollars on a monthly basis to make debt service
payments. This swap has been designated as a cash flow hedge of the principal
payments, and the forward contracts are recorded at fair value on the balance
sheet with offsetting changes recorded in accumulated other comprehensive
income. The fair value of the forward contracts is recorded each period. As of
December 31, 2001, the fair value of these contracts was $1.5 million and were
recorded in other assets.

   On February 7, 2001, May 7, 2001 and May 29, 2001, Blackstone and affiliates
("Blackstone") converted 12.5 million, 10.0 million and 18.2 million OP Units,
respectively, to Host REIT common shares and immediately sold them to an
underwriter for sale on the open market. As a result of the transactions,
Blackstone now owns approximately 1% of our outstanding OP Units and Host REIT
increased its OP Unit ownership to 92%. We received no proceeds as a result of
the transactions.

                                      51


<PAGE>

FFO and EBITDA

   We consider Comparative Funds From Operations ("Comparative FFO"), which
consists of Funds From Operations, as defined by the National Association of
Real Estate Investment Trusts, adjusted for significant non-recurring items
detailed in the chart below, and our consolidated earnings before interest
expense, income taxes, depreciation, amortization and other non-cash items
(including contingent rent) ("EBITDA") to be indicative measures of our
operating performance due to the significance of our long-lived assets.
Comparative FFO and EBITDA are also useful in measuring our ability to service
debt, fund capital expenditures and expand our business. Furthermore,
management believes that Comparative FFO and EBITDA are meaningful disclosures
that will help shareholders and the investment community to better understand
our financial performance, including comparing our performance to other real
estate investment trusts. However, Comparative FFO and EBITDA as presented may
not be comparable to amounts calculated by other companies. This information
should not be considered as an alternative to net income, operating profit,
cash from operations, or any other operating or liquidity performance measure
prescribed by accounting principles generally accepted in the United States.
Cash expenditures for various long-term assets, interest expense (for EBITDA
purposes only) and income taxes have been, and will be incurred which are not
reflected in the EBITDA and Comparative FFO presentations.

   Comparative FFO available to common unitholders decreased $194 million, or
32%, to $420 million in 2001 over 2000. The following is a reconciliation of
income before extraordinary items to Comparative FFO (in millions):


<TABLE>
<CAPTION>
                                                                        Year Ended
                                                                 ------------------------
                                                                 December 31, December 31,
                                                                     2001         2000
                                                                 ------------ ------------
<S>                                                              <C>          <C>
Funds from Operations
Income before extraordinary items...............................     $ 59         $203
   Depreciation and amortization................................      370          322
   Other real estate activities.................................       (2)          (3)
   Partnership adjustments......................................       26           17
                                                                     ----         ----
Funds from operations of Host LP................................      453          539
   Effective impact of lease repurchase.........................       15          125
   Tax benefit unrelated to ongoing operations..................      (16)         (30)
                                                                     ----         ----
Comparative funds from operations of Host LP....................      452          634
   Dividends on preferred stock.................................      (32)         (20)
                                                                     ----         ----
Comparative funds from operations of Host LP available to common
  unitholders...................................................     $420         $614
                                                                     ====         ====
</TABLE>


   EBITDA decreased $149 million, or 14%, to $949 million in 2001 from $1,098
million in 2000. Hotel EBITDA decreased $160 million, or 14%, to $959 million
in 2001 from $1,119 million in 2000, reflecting the decrease in hotel operating
results during 2001. As previously discussed, 2001 hotel EBITDA primarily
reflects the revenues and expenses generated by the hotels, whereas 2000 hotel
EBITDA primarily reflects rental income from lessees.

                                      52


<PAGE>

   The following schedule presents the components of our EBITDA as well as a
reconciliation of EBITDA to income before extraordinary items (in millions):


<TABLE>
<CAPTION>
                                                            Year Ended
                                                     ------------------------
                                                     December 31, December 31,
                                                         2001         2000
                                                     ------------ ------------
 <S>                                                 <C>          <C>
 EBITDA
    Hotels..........................................    $ 959        $1,119
    Office buildings and other investments..........       14            13
    Interest income.................................       36            40
    Corporate and other expenses....................      (60)          (74)
                                                        -----        ------
 EBITDA of Host LP..................................    $ 949        $1,098
                                                        =====        ======

                                                            Year Ended
                                                     ------------------------
                                                     December 31, December 31,
                                                         2001         2000
                                                     ------------ ------------
 EBITDA of Host L.P.................................    $ 949        $1,098
    Interest expense................................     (493)         (466)
    Income tax (expense) benefit....................       (8)           98
    Depreciation and amortization...................     (378)         (331)
    Minority interest expense.......................      (16)          (27)
    Lease repurchase expense........................       (5)         (207)
    Other non-cash changes, net.....................       10            38
                                                        -----        ------
          Income before extraordinary items.........    $  59        $  203
                                                        =====        ======
</TABLE>


   Our interest coverage, defined as EBITDA divided by cash interest expense,
was 2.0 times, 2.4 times, and 2.2 times for 2001, 2000, and 1999, respectively.
The ratio of earnings to fixed charges was 1.2 to 1.0, 1.2 to 1.0, and 1.5 to
1.0 in 2001, 2000, and 1999, respectively.

   Leases.  In addition to our full-service hotels, we also lease some property
and equipment under noncancelable operating leases, including the long-term
ground leases for some of our hotels, generally with multiple renewal options.
The leases related to the 53 Courtyard properties and 18 Residence Inn
properties sold during 1995 and 1996, are nonrecourse to us and contain
provisions for the payment of contingent rentals based on a percentage of sales
in excess of stipulated amounts. We remain contingently liable on some leases
related to divested non-lodging properties. Such contingent liabilities
aggregated $57 million at December 31, 2001. However, management considers the
likelihood of any substantial funding related to these divested properties'
leases to be remote.

   Inflation.  Our hotel lodging properties have been impacted by inflation
through its effect on increasing costs and on the managers' ability to increase
room rates. Unlike other real estate, hotels have the ability to change room
rates on a daily basis, so the impact of higher inflation often can be passed
on to customers. However, the current weak economic environment has resulted in
a decline in demand and has restricted our managers' ability to raise room
rates to offset rising costs.

   Critical Accounting Policies.  Our consolidated financial statements include
accounts of the company and all majority owned subsidiaries. The preparation of
financial statements in conformity with accounting principles generally
accepted in the United States requires management to make estimates and
assumptions that affect the reported amount of assets and liabilities at the
date of our financial statements, and the reported amounts of revenues and
expenses during the reporting period. While we do not believe the reported
amounts would be materially different, application of these policies involves
the exercise of judgment and the use of assumptions as to future uncertainties
and, as a result, actual results could differ from these estimates. All of our
significant accounting policies are disclosed in footnote 1 to the audited
financial statements. The following represent certain critical accounting
policies that require the use of business judgment or significant estimates to
be made.


                                      53


<PAGE>

    .  Revenue Recognition from the sale of real estate.  Gains on the sale of
       real estate are affected by exposure to continuing involvement with
       properties sold and the structure of specific transactions.

    .  Minority Interest.  The allocation of income between us and outside
       investors for properties that are not wholly owned is generally based on
       stated percentage of ownership by outside interests. However, judgment
       can be required when structures of agreements provide for different
       allocations among investors for profits, losses, certain costs,
       distributions from operations and distributions on liquidations or when
       changes in the allocation ratios are required at specified times or upon
       the occurrence of certain events.

    .  Management Fees.  Incentive management fees due to managers are accrued
       when earned, whether or not paid, based on stated formulas in management
       agreements. However, judgment can be required during interim reporting
       periods as a result of the change in allocation ratios at specified
       times or upon the occurrence of certain events.

    .  Consolidation policies.  Judgment is required with respect to
       consolidation of partnership and joint venture entities in the
       evaluation of control including assessment of the importance of rights
       and privileges of the partners. Currently, we have investments in
       entities that in the aggregate own 161 hotel properties and a golf
       course, which we record using the equity method of accounting. The debt
       on these investments is non-recourse to the company and the effect of
       the results of operations is not material. For further detail on our
       unconsolidated entities see footnote 4 to the audited financial
       statements.

   New Accounting Standards.  In October 2001, the Financial Accounting
Standards Board issued SFAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets" which replaces SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
The standard provides guidance beyond that previously specified in Statement
121 to determine when a long-lived asset should be classified as held for sale,
among other things. This Statement is effective for fiscal years beginning
after December 15, 2001. Additionally, in February 2002 the Financial
Accounting Standards Board resolved an implementation issue regarding SFAS No.
144 dealing with the treatment of sales of properties. Under the new
guidelines, gains and losses from the dispositions of investment properties and
the properties' historical operations for periods beginning in 2002 will be
treated as discontinued operations, and therefore, be classified separately
from income from continuing operations. Historically, we have occasionally
disposed of properties that were not consistent with the overall quality of our
portfolio or presented unique opportunities to realize the asset's value, and
we may dispose of additional assets from time to time in the future. This
statement would require us to reclassify results for any future dispositions
previously included in continuing operations to discontinued operations for all
periods presented, although net income would not be affected and periods prior
to adoption would not be affected.

   In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 sets forth new standards on business combinations,
eliminating the pooling treatment of accounting for business combinations. SFAS
No. 142 requires additional disclosure of identifiable intangible assets, and
requires that they be segregated from goodwill. Additionally, the statement
requires that goodwill no longer be amortized over 40 years, and that it is
instead impaired as the fair value of the goodwill declines. We have not
accounted for any of our business combinations using the pooling method of
accounting and do not have a material amount of goodwill or intangible assets
at year-end 2001. These statements are effective for fiscal years beginning
after December 15, 2001. We will adopt SFAS Nos. 141 and 142 in 2002 and do not
believe implementation of the statements will have a material effect.

   In February 2002, the Financial Accounting Standards Board issued an
exposure draft which would rescind SFAS No. 4, Reporting Gains and Losses from
Extinguishment of Debt. The rescission, which would apply to periods subsequent
to December 31, 2001, would eliminate the requirement that all gains and losses
from the extinguishment of debt be classified as extraordinary items, unless it
can be considered unusual in nature and infrequent in occurrence. As a result
of the rescission, we would no longer classify gains and losses from the
extinguishment of debt as extraordinary items and would adjust prior years
accordingly.


                                      54


<PAGE>

   In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The Statement
establishes accounting and reporting standards requiring that every derivative
instrument (including specified derivative instruments embedded in other
contracts) be recorded in the balance sheet measured at its fair value. The
Statement requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met.
Special accounting for qualifying hedges allows a derivative's gains and losses
to offset related results on the hedged item in the income statement. SFAS No.
133 was implemented on January 1, 2001.


I
tem 7a.  Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity

   The table below provides information about the company's derivative
financial instruments and other financial instruments that are sensitive to
changes in interest rates, including interest rate swaps and debt obligations.
For debt obligations, the table presents scheduled maturities and related
weighted average interest rates by expected maturity dates. For interest rate
swaps, the table presents notional amounts and weighted average interest rates
by expected (contractual) maturity dates. Weighted average interest rates are
based on implied forward rates in the yield curve as of December 31, 2001.
Notional amounts are used to calculate the contractual payments to be exchanged
under the contract. Weighted average variable rates are presented in U.S.
dollar equivalents, which is the company's reporting currency.


<TABLE>
<CAPTION>
                                          Expected Maturity Date
                          -------------------------------------------------------
                                                            There-         Fair
                          2002  2003   2004   2005   2006   after   Total  Value
                          ----  -----  -----  -----  -----  ------  ------ ------
                                              ($ in millions)
<S>                       <C>   <C>    <C>    <C>    <C>    <C>     <C>    <C>
Liabilities
Debt:
 Fixed Rate.............. $148  $  66  $  78  $ 568  $ 565  $4,080  $5,505 $4,963
   Average Interest Rate.  8.1%   8.1%   8.1%   8.1%   8.0%    7.9%
 Variable Rate...........
   Canadian mortgage..... $  1  $   2  $   1  $   1  $  92  $   --  $   97 $   97
   Average Interest Rate.  6.3%   8.4%   8.9%   9.2%   9.4%     --
                                                                    ------
 Total Debt..............                                           $5,602
Interest Rate Derivatives
 Interest Rate Swaps(1)..
   Fixed to Variable..... $ --  $  --  $  --  $  --  $  --  $  450  $  450
   Average Pay Rate......  8.0%  10.1%  10.7%  11.0%  11.1%   11.3%
   Average Receive Rate..  9.5%   9.5%   9.5%   9.5%   9.5%    9.5%
</TABLE>

--------
(1) The swap agreement became effective on January 15, 2002.

   As of December 31, 2001, approximately 98% of our debt bears interest at
fixed rates. Effective January 15, 2002, we entered an interest rate swap
agreement, and, as a result, the percentage of our debt bearing interest at a
fixed rate decreased to 90%. This debt structure largely mitigates the impact
of changes in the rate of inflation on future interest costs. We have some
financial instruments that are sensitive to changes in interest rates,
including our bank credit facility. The interest rate on our bank credit
facility, which had no outstanding balance at December 31, 2001 and $150
million at December 31, 2000, is based on various LIBOR terms plus a spread.
The weighted average interest rate for the facility was 4.4% for the year ended
December 31, 2001 and 9.0% for the year ended December 31, 2000. The credit
facility was repaid in full in December 2001 with the net proceeds from the
offering of the Series H senior notes and a portion of the proceeds from the
sale of two properties.

   Subsequent to the Series H senior note offering, we entered into an interest
rate swap agreement that effectively converts the $450 million notional amount
from a fixed rate to a floating rate based on 30 day LIBOR plus 450 basis
points. A change in the LIBOR rate of 100 basis points will result in an
additional $4.5 million

                                      55


<PAGE>

increase or decrease in interest expense. As discussed earlier, the swap has
been designated as a hedge and changes in the interest rate over the life of
the agreement are recorded as an adjustment to interest expense. Changes in the
fair value of the swap and the notes are reflected in the balance sheet as
offsetting changes and have no income statement effect.

   In January 2002, in addition to the swap agreement, we have entered into a
separate interest rate cap agreement with a different counter party that has a
notional amount of $450 million and caps our floating rate interest expense at
14%. Changes in interest rates will affect the fair value of the cap. The gains
or losses from the changes in the market value of the cap will be recorded in
other income or expense in the current period.

Exchange Rate Sensitivity

   The table below summarizes information on instruments and transactions that
are sensitive to foreign currency exchange rates, including foreign currency
forward exchange agreements. For foreign currency forward exchange agreements,
the table presents the notional amounts and weighted average exchange rates by
expected (contractual) maturity dates. These notional amounts generally are
used to calculate the contractual payments to be exchanged under the contract.


<TABLE>
<CAPTION>
                                                   Expected Maturity Date
                                     --------------------------------------------------
                                                                   There-        Fair
                                     2002  2003  2004  2005  2006  after  Total  Value
                                     ----- ----- ----- ----- ----- ------ ------ ------
                                                      ($ in millions)
<S>                                  <C>   <C>   <C>   <C>   <C>   <C>    <C>    <C>
Anticipated Transactions and Related
  Derivative
 Foreign Currency Forward
   Exchange Agreements
     Contract Amount................ $ 7.1 $ 8.3 $ 8.9 $ 9.2 $97.0 $  --  $130.5 $132.0
   Average Contractual
     Exchange Rate..................  1.55  1.56  1.56  1.57  1.57    --
</TABLE>


   On August 30, 2001, our Canadian subsidiaries entered into a mortgage loan
pursuant to which they borrowed $96.6 million (denominated in US dollars) at a
variable rate of LIBOR plus 275 basis points. In addition, the subsidiaries
entered into currency forward contracts to hedge the currency exposure of
converting Canadian dollars to US dollars on a monthly basis to cover debt
service payments. This swap has been designated as a cash flow hedge of the
principal payments, and the forward contracts are recorded at fair value on the
balance sheet with offsetting changes recorded in accumulated other
comprehensive income. The weighted average interest rate for this mortgage loan
was 5.5% for the year ended December 31, 2001. The fair value of the forward
contracts was $1.5 million at December 31, 2001.



Item 8.  Financial Statements and Supplementary Data

   The following financial information is included on the pages indicated:

Host Marriott Corporation


<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                 <C>
Report of Independent Public Accountants...........................................................  58
Consolidated Balance Sheets as of December 31, 2001 and 2000.......................................  59
Consolidated Statements of Operations for the Fiscal Years Ended December 31, 2001, 2000 and 1999..  60
Consolidated Statements of Shareholders' Equity, Partners' Capital and Comprehensive Income for the
  Fiscal Years Ended December 31, 2001, 2000 and 1999..............................................  61
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, 2001, 2000 and 1999..  62
Notes to Consolidated Financial Statements.........................................................  63
</TABLE>



                                      56


<PAGE>

Lease Pool Financial Statements

  Pool A:


<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                 <C>
Report of Independent Public Accountants...........................................................  98
Consolidated Balance Sheets as of December 29, 2000 and December 31, 1999..........................  99
Consolidated Statements of Operations for the Fiscal Years Ended December 29, 2000 and December 31,
  1999............................................................................................. 100
Consolidated Statements of Shareholders' Equity for the Fiscal Years Ended December 29, 2000 and
  December 31, 1999................................................................................ 101
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 29, 2000 and December 31,
  1999............................................................................................. 102
Notes to Consolidated Financial Statements......................................................... 103
</TABLE>


  Pool B:


<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                 <C>
Report of Independent Public Accountants........................................................... 109
Consolidated Balance Sheets as of December 29, 2000 and December 31, 1999.......................... 110
Consolidated Statements of Operations for the Fiscal Years Ended December 29, 2000 and December 31,
  1999............................................................................................. 111
Consolidated Statements of Shareholders' Equity for the Fiscal Years Ended December 29, 2000 and
  December 31, 1999................................................................................ 112
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 29, 2000 and December 31,
  1999............................................................................................. 113
Notes to Consolidated Financial Statements......................................................... 114
</TABLE>


  Pool C:


<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                 <C>
Report of Independent Public Accountants........................................................... 119
Consolidated Balance Sheets as of December 29, 2000 and December 31, 1999.......................... 120
Consolidated Statements of Operations for the Fiscal Years Ended December 29, 2000 and December 31,
  1999............................................................................................. 121
Consolidated Statements of Shareholders' Equity for the Fiscal Years Ended December 29, 2000 and
  December 31, 1999................................................................................ 122
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 29, 2000 and December 31,
  1999............................................................................................. 123
Notes to Consolidated Financial Statements......................................................... 124
</TABLE>


  Pool D:


<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                 <C>
Report of Independent Public Accountants........................................................... 129
Consolidated Balance Sheets as of December 29, 2000 and December 31, 1999.......................... 130
Consolidated Statements of Operations for the Fiscal Years Ended December 29, 2000 and December 31,
  1999............................................................................................. 131
Consolidated Statements of Shareholders' Equity for the Fiscal Years Ended December 29, 2000 and
  December 31, 1999................................................................................ 132
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 29, 2000 and December 31,
  1999............................................................................................. 133
Notes to Consolidated Financial Statements......................................................... 134
</TABLE>


                                      57


<PAGE>


                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Host Marriott Corporation as General Partner to Host Marriott L.P.:

   We have audited the accompanying consolidated balance sheets of Host
Marriott, L.P. and subsidiaries as of December 31, 2001 and 2000, and the
related consolidated statements of operations, partners' capital and
comprehensive income, and cash flows for each of the three years in the period
ended December 31, 2001. These financial statements and the schedule referred
to below are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated
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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Host
Marriott, L.P. and subsidiaries as of December 31, 2001 and 2000, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2001, in conformity with accounting principles
generally accepted in the United States.

   Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index at Item
14(a)(ii) is presented for purposes of complying with the Securities and
Exchange Commission's rules and is not part of the basic financial statements.
This schedule has been subjected to the auditing procedures applied in our
audit of the basic financial statements and, in our opinion, fairly states in
all material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.

                                          ARTHUR ANDERSEN LLP

Vienna, Virginia
February 25, 2002



                                      58


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEET

                          December 31, 2001 and 2000


<TABLE>
<CAPTION>
                                                                                               2001    2000
                                                                                              ------  ------
                                                                                               (in millions)
<S>                                                                                           <C>     <C>
                                                 A S S E T S
Property and equipment, net.................................................................. $6,999  $7,110
Notes and other receivables, net (including amounts due from affiliates of $6 million and
  $164 million, respectively)................................................................     54     211
Due from manager.............................................................................    141      --
Investments in affiliates....................................................................    142     128
Other assets.................................................................................    532     504
Restricted cash..............................................................................    114     125
Cash and cash equivalents....................................................................    352     313
                                                                                              ------  ------
                                                                                              $8,334  $8,391
                                                                                              ======  ======

                   L I A B I L I T I E S   A N D   S H A R E H O L D E R S'   E Q U I T Y
Debt
   Senior notes.............................................................................. $3,235  $2,790
   Mortgage debt.............................................................................  2,261   2,275
   Convertible debt obligation to Host Marriott Corporation..................................    492     492
   Other.....................................................................................    106     257
                                                                                              ------  ------
                                                                                               6,094   5,814
Accounts payable and accrued expenses........................................................    121     381
Other liabilities............................................................................    320     312
                                                                                              ------  ------
       Total liabilities.....................................................................  6,535   6,507
                                                                                              ------  ------
Minority interest............................................................................    108     139
Limited partnership interests of third parties at redemption value (representing 21.6 million
  units and 63.6 million units at December 31, 2001 and 2000, respectively)..................    194     823
Partners' capital
   General partner...........................................................................      1       1
   Cumulative redeemable preferred limited partner...........................................    339     196
   Limited partner...........................................................................  1,162     726
   Accumulated other comprehensive income (loss).............................................     (5)     (1)
                                                                                              ------  ------
       Total partners' capital...............................................................  1,497     922
                                                                                              ------  ------
                                                                                              $8,334  $8,391
                                                                                              ======  ======
</TABLE>



                See Notes to Consolidated Financial Statements.

                                      59


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                 Years Ended December 31, 2001, 2000 and 1999
                (in millions, except per common share amounts)


<TABLE>
<CAPTION>
                                                                            2001    2000    1999
                                                                           ------  ------  ------
<S>                                                                        <C>     <C>     <C>
REVENUES
  Hotel sales
   Rooms.................................................................. $2,219  $   --  $   --
   Food and beverage......................................................  1,125      --      --
   Other..................................................................    282      --      --
                                                                           ------  ------  ------
    Total hotel sales.....................................................  3,626      --      --
  Rental income...........................................................    126   1,398   1,303
  Other operating income..................................................      2       9       0
                                                                           ------  ------  ------
    Total revenues........................................................  3,754   1,407   1,303
                                                                           ------  ------  ------
OPERATING COSTS AND EXPENSES
  Rooms...................................................................    541      --      --
  Food and beverage.......................................................    843      --      --
  Hotel department costs and deductions...................................    946      --      --
  Management fees and other...............................................    177      --      --
  Property-level expenses.................................................    282     276     268
  Depreciation and amortization...........................................    378     331     293
  Corporate expenses......................................................     32      42      34
  Loss on litigation settlement...........................................     --      --      40
  Lease repurchase expense................................................      5     207      --
  Other...................................................................     19      24      11
                                                                           ------  ------  ------
OPERATING PROFIT..........................................................    531     527     657
  Minority interest.......................................................    (16)    (27)    (21)
  Interest income.........................................................     36      40      39
  Interest expense........................................................   (493)   (466)   (469)
  Net gains on property transactions......................................      6       6      28
  Equity in earnings of affiliates........................................      3      25       6
                                                                           ------  ------  ------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES.....................     67     105     240
  Benefit (provision) for income taxes....................................     (8)     98     (10)
  Benefit from change in tax status.......................................     --      --      26
                                                                           ------  ------  ------
INCOME BEFORE EXTRAORDINARY ITEM..........................................     59     203     256
  Extraordinary (loss) gain on extinguishment of debt.....................     (2)      4      29
                                                                           ------  ------  ------
NET INCOME................................................................ $   57  $  207  $  285
                                                                           ======  ======  ======
  Less: Distributions on preferred limited partner units to Host Marriott.    (32)    (20)     (6)
                                                                           ------  ------  ------
NET INCOME AVAILABLE TO COMMON UNITHOLDERS................................ $   25  $  187  $  279
                                                                           ======  ======  ======
BASIC EARNINGS PER COMMON UNIT:
  Earnings before extraordinary item...................................... $  .10  $  .64  $  .86
  Extraordinary (loss) gain...............................................   (.01)    .02     .10
                                                                           ------  ------  ------
BASIC EARNINGS PER COMMON UNIT............................................ $  .09  $  .66  $  .96
                                                                           ======  ======  ======
DILUTED EARNINGS PER COMMON UNIT:.........................................
  Earnings before extraordinary item...................................... $  .10  $  .63  $  .83
  Extraordinary (loss) gain...............................................   (.01)    .02     .10
                                                                           ------  ------  ------
DILUTED EARNINGS PER COMMON UNIT.......................................... $  .09  $  .65  $  .93
                                                                           ======  ======  ======
</TABLE>


                See Notes to Consolidated Financial Statements.

                                      60


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
                           AND COMPREHENSIVE INCOME

                 Years Ended December 31, 2001, 2000 and 1999
                                 (in millions)

<TABLE>
<CAPTION>
Class A, B,
   and C                                                                                             Accumulated
 Preferred    Common                                                      Preferred                     Other
   Units     OP Units                                                      Limited  General Limited Comprehensive Comprehensive
Outstanding Outstanding                                                    Partner  Partner Partner Income (Loss) Income (Loss)
----------- -----------                                                   --------- ------- ------- ------------- -------------
<C>         <C>         <S>                                               <C>       <C>     <C>     <C>           <C>
   --......    225.6                           Balance, December 31, 1998     --        1      767        (4)           --
   --             --    Net income.......................................     --       --      285        --           285
   --             --    Other comprehensive income (loss):
                        Unrealized loss on HM Services common stock......     --       --       --         4             4
                        Foreign currency translation adjustment..........     --       --       --         3             3
                        Reclassification of gain realized on HM Services
                        common stock--net income.........................     --       --       --        (1)           (1)
                                                                                                                      ----
   --             --    Comprehensive income.............................                                             $291
                                                                                                                      ====
   --            3.6    Units issued to Host Marriott for the
                        comprehensive stock and employee stock purchase
                        plans............................................     --       --        8        --
   --            0.5    Redemptions of limited partnership interests of       --       --       (3)       --
                        third parties....................................
   --             --    Distributions on OP Units........................     --       --     (245)       --
   --             --    Distributions on Preferred Limited Partner Units.     --       --       (6)       --
   --           (0.4)   Adjustment to special dividend...................     --       --       (4)       --
   --           (5.8)   Repurchases of OP Units..........................     --       --      (50)       --
   --             --    Market adjustment to record Preferred OP Units
                        and OP Units of third parties at redemption value     --       --      370        --
   8.2            --    Issuance of Preferred OP Units...................    196       --       --        --
-------------------------------------------------------------------------------------------------------------------------------
   8.2         223.5    Balance, December 31, 1999.......................   $196      $ 1   $1,122       $ 2
   --             --    Net income.......................................     --       --      207        --           207
   --             --    Other comprehensive income (loss):
                        Foreign currency translation adjustment..........     --       --       --        (2)           (2)
                        Reclassification of gain realized on HM Services
                        common stock--net income.........................     --       --       --        (1)           (1)
                                                                                                                      ----
   --             --    Comprehensive income.............................                                             $204
                                                                                                                      ====
   --            2.0    Units issued to Host Marriott for the
                        comprehensive stock and employee stock purchase
                        plans............................................     --       --       15        --
   --            0.7    Redemptions of limited partnership interests of       --       --       (3)       --
                        third parties....................................
   --             --    Distributions on OP Units........................     --       --     (259)       --
   --             --    Distributions on Preferred Limited Partner Units.     --       --      (21)       --
   --           (4.9)   Repurchases of OP Units..........................     --       --      (44)       --
   --             --    Market adjustment to record Preferred OP Units
                        and OP Units of third parties at redemption value     --       --     (291)       --
-------------------------------------------------------------------------------------------------------------------------------
   8.2         221.3    Balance, December 31, 2000.......................   $196      $ 1   $  726       $(1)
   --             --    Net income.......................................     --       --       57        --            57
   --             --    Other comprehensive income (loss):
                        Foreign currency translation adjustment..........     --       --       --        (3)           (3)
                        Reclassification of gain realized on HM Services
                        common stock--net income.........................     --       --       --        (1)           (1)
                                                                                                                      ----
   --             --    Comprehensive income.............................                                             $ 53
                                                                                                                      ====
   --            0.3    Units issued to Host Marriott for the
                        comprehensive stock and employee stock purchase
                        plans............................................     --       --        4        --
   --           (0.5)   Cancellation of Units issued to Host Marriott for
                        shares granted to employees......................     --       --       --        --
   --           42.1    Redemptions of limited partnership interests of       --       --      547        --
                        third parties....................................
   --             --    Distributions on OP Units........................     --       --     (222)       --
   --             --    Distributions on Preferred Limited Partner Units.     --       --      (32)       --
   6.0            --    Issuance of Preferred OP Units...................    143       --       --        --
   --             --    Market adjustment to record Preferred OP Units
                        and OP Units of third parties at redemption value     --       --       82        --
-------------------------------------------------------------------------------------------------------------------------------
   14.2        263.2    Balance, December 31, 2001.......................   $339      $ 1   $1,162       $(5)
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                See Notes to Consolidated Financial Statements.

                                      61


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                 Years Ended December 31, 2001, 2000 and 1999
                                 (in millions)

<TABLE>
<CAPTION>
                                                          2001   2000    1999
                                                          -----  -----  -------
                                                              (in millions)
<S>                                                       <C>    <C>    <C>
OPERATING ACTIVITIES
Income from continuing operations........................ $  59  $ 203  $   256
Adjustments to reconcile to cash from operations:
  Depreciation and amortization..........................   378    331      293
  Income taxes...........................................   (24)   (47)     (66)
  Amortization of deferred income........................    (4)    (4)      (4)
  Net gains on property transactions.....................    (2)    (2)     (24)
  Equity in earnings of affiliates.......................    (3)   (25)      (6)
  Purchase of leasehold interests........................  (208)    --       --
  Other..................................................     5     14       10
  Changes in operating accounts:
   Other assets..........................................    83     (3)     (55)
   Other liabilities.....................................    (3)    67      (44)
                                                          -----  -----  -------
  Cash from operations...................................   281    534      360
                                                          -----  -----  -------
INVESTING ACTIVITIES
Proceeds from sales of assets............................    60     --      195
Acquisitions.............................................   (63)   (40)     (29)
Capital expenditures:
  Capital expenditures for renewals and replacements.....  (206)  (230)    (197)
  New investment capital expenditures....................   (56)  (108)    (150)
  Other Investments......................................   (24)   (41)     (14)
Notes receivable collections, net........................    10      6       19

Affiliate notes receivable issuances and collections, net    --    (39)      --
Other....................................................    --      4       --
                                                          -----  -----  -------
  Cash used in investing activities......................  (279)  (448)    (176)
                                                          -----  -----  -------
FINANCING ACTIVITIES
Issuances of debt........................................   968    540    1,345
Debt prepayments.........................................  (703)  (278)  (1,397)
Cost of extinguishment of debt...........................    --     --       (2)
Scheduled principal repayments...........................   (55)   (39)     (34)
Issuances of OP Units....................................     3      4        5
Issuances of preferred limited partner units.............   143     --      196
Distributions on common OP Units.........................  (298)  (241)    (258)
Distributions on preferred limited partner units.........   (28)   (19)      (2)
Redemption or repurchase of OP Units for cash............    --    (47)     (54)
Repurchases of Convertible Preferred Securities..........    --    (15)     (36)
Other....................................................     7     45     (106)
                                                          -----  -----  -------
  Cash from (used in) financing activities...............    37    (50)    (343)
                                                          -----  -----  -------
(INCREASE) DECREASE IN CASH AND CASH EQUIVALENTS.........    39     36     (159)
CASH AND CASH EQUIVALENTS, beginning of year.............   313    277      436
                                                          -----  -----  -------
CASH AND CASH EQUIVALENTS, end of year................... $ 352  $ 313  $   277
                                                          =====  =====  =======
</TABLE>


Supplemental schedule of noncash investing and financing activities:

   Approximately 612,000 cumulative redeemable preferred limited partnership
units valued at $7.6 million were issued during 1999 in connection with the
acquisition of minority interests in two hotels.

                See Notes to Consolidated Financial Statements.

                                      62


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. Summary of Significant Accounting Policies

  Description of Business

   Host Marriott, L.P. ("Host LP," or the "Operating Partnership"), a Delaware
limited partnership, operating through an umbrella partnership structure with
Host Marriott Corporation ("Host REIT") as the sole general partner, is
primarily the owner of hotel properties. Host REIT operates as a self-managed
and self-administered real estate investment trust ("REIT") with its operations
conducted solely through an operating partnership, Host Marriott, L.P. ("Host
LP"), and its subsidiaries.

   The Work Incentives Improvement Act of 1999 ("REIT Modernization Act")
amended the tax laws to permit REITs, effective January 1, 2001, to lease
hotels to a subsidiary that qualifies as a taxable REIT subsidiary. Prior to
the REIT Modernization Act, certain tax laws restricted REITs from deriving
revenues directly from the operations of hotels, consequently on January 1,
1999, Host REIT leased substantially all of its hotels to subsidiaries of
Crestline Capital Corporation ("Crestline") and certain other lessees as
further discussed at Note 9. However, with the inception of the REIT
Modernization Act, a wholly owned subsidiary of Host LP, HMT Lessee LLC (the
"TRS"), which has elected to be treated as a taxable REIT subsidiary for
federal income tax purposes, acquired certain subsidiaries owning the leasehold
interests with respect to 120 of the Company's full-service hotels (the "Lessee
Entities") from Crestline and Wyndham International, Inc. and affiliates
("Wyndham"). As a result of the acquisitions, the Company's operating results
reflect property-level revenues and expenses rather than rental income from
lessees with respect to those 120 full-service properties from the effective
dates of the acquisitions. Two of the properties were sold in December of 2001.

   As of December 31, 2001, the Company owned, or had controlling interests in,
122 upper-upscale and luxury, full-service hotel lodging properties generally
located throughout the United States, Canada and Mexico operated primarily
under the Marriott, Ritz-Carlton, Four Seasons, Hilton, Hyatt and Swissotel
brand names. Of these properties, 109 are managed or franchised by Marriott
International, Inc. and its subsidiaries ("Marriott International").

  Basis of Presentation

   On December 15, 1998, shareholders of Host Marriott Corporation, ("Host
Marriott"), a Delaware corporation and the predecessor to Host REIT, approved a
plan to reorganize Host Marriott's business operations through the spin-off of
Host Marriott's senior living business as part of Crestline and the
contribution of Host Marriott's hotels and certain other assets and liabilities
to a newly formed Delaware limited partnership, Host LP. Host Marriott
Corporation, a newly formed Maryland corporation elected to be treated,
effective January 1, 1999, as a REIT and is the sole general partner of the
Operating Partnership. Host Marriott and its subsidiaries' contribution of its
hotels and certain assets and liabilities to the Operating Partnership and its
subsidiaries in exchange for units of partnership interest in the Operating
Partnership ("OP Units") was accounted for at Host Marriott's historical basis.
As of December 31, 2001, Host REIT owned approximately 92% of the Operating
Partnership.

   In these consolidated financial statements, the "Company" or "Host Marriott"
refers to Host Marriott Corporation before, and Host LP after Host Marriott
Corporation's conversion to a REIT (the "REIT conversion"). Host Marriott
Corporation is presented as the predecessor to the Operating Partnership since
the Operating Partnership and its subsidiaries received substantially all of
the continuing operations, assets and liabilities of Host Marriott Corporation
and its subsidiaries.

  Principles of Consolidation

   The consolidated financial statements include the accounts of the Company
and its subsidiaries and controlled affiliates. The Company consolidates
entities in which it owns a controlling financial interest (when it owns over
50% of the voting shares of another company or, in the case of partnership
investments, when the

                                      63


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

company owns the general partnership interest). In all cases, the Company
considers the impact on the Company's financial control or the ability of
minority shareholders or other partners to participate or block management
decisions. All material intercompany transactions and balances have been
eliminated.

  Use of Estimates in the Preparation of Financial Statements

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires 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 revenues and expenses
during the reporting period. Actual results could differ from those estimates.

  Revenues

   Revenue from operations of the Company's hotels not leased to third parties
is recognized when the services are provided. As previously discussed, the
Company, through the TRS, acquired the Lessee Entities in 2001, and as a
result, the Company no longer leases the properties to a third party, or
receives rental income with respect to those 120 properties. Therefore, the
Company's consolidated results of operations for 2001 primarily reflect
property-level revenues and expenses.

   The Company's 2000 and 1999 revenues primarily represent the rental income
from its leased hotels. The rent due under each lease is the greater of base
rent or percentage rent, as defined. Percentage rent applicable to room, food
and beverage and other types of hotel revenue varies by lease and is calculated
by multiplying fixed percentages by the total amounts of such revenues over
specified threshold amounts. As of year end 2000 and 1999, all annual
thresholds were achieved.

  Accounting for the Impact of the September 11, 2001 Terrorist Acts

   The Company is entitled to receive business interruption insurance as a
result of the discontinuation of operations of the World Trade Center Marriott
and the New York Marriott Financial Center, both of which were affected by the
terrorist attacks on September 11, 2001. Income resulting from business
interruption insurance will not be recognized until all contingencies related
to the insurance recoveries are resolved. To the extent that the Company incurs
expenses related to the hotels, principally the ground rent due for the World
Trade Center Marriott, for which the Company is still liable and for which it
is entitled to recovery under the insurance contract, a receivable will be
recognized, if it can be demonstrated that it is probable that the receivable
will be realized. The Company also has property insurance for these hotels and
while it is expected that insurance proceeds will be sufficient to cover all or
a substantial portion of the costs at both hotels, no determination has been
made as to the total amount or timing of those payments. The $129 million net
book value of the World Trade Center Marriott hotel has been written off and a
corresponding receivable recorded for the property insurance proceeds due under
the terms of the insurance contract, which the Company believes is probable of
receipt. The Company believes the replacement cost of the property is
substantially in excess of the hotel's previously recorded net book value.
Currently, no gain or loss has been recorded.

  Earnings Per Unit

   Basic earnings per unit is computed by dividing net income less
distributions on preferred limited partner units and preferred OP Units by the
weighted average number of common units outstanding. Diluted earnings per unit
are computed by dividing net income less distributions on preferred limited
partner interest and preferred OP Units as adjusted for potentially dilutive
securities, by the weighted average number of common units outstanding plus
other potentially dilutive securities. Dilutive securities may include units
distributed to Host REIT for Host REIT common shares granted under
comprehensive stock plans and the Convertible Preferred Securities. Dilutive
securities may also include those common and preferred OP Units issuable or
outstanding

                                      64


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

that are held by minority partners which are assumed to be converted. Diluted
earnings per unit was not adjusted for the impact of the Convertible Preferred
Securities for 2001, 2000 and 1999 as they were anti-dilutive. In December
1998, the Company declared the Special Dividend (See discussion at Note 7--"
Equity and Partners' Capital") and, in 1999, the Company distributed 11.5
million shares to existing shareholders in conjunction with the Special
Dividend. The weighted average number of units outstanding and the basic and
diluted earnings per computations have been restated to reflect these shares as
outstanding for all periods presented.

   A reconciliation of the number of units utilized for the calculation of
diluted earnings per unit follows (in millions, except per share amounts):


<TABLE>
<CAPTION>
                                                                                Year Ended
                                  -----------------------------------------------------------------------------------------------
                                                 2001                               2000                              1999
                                  ---------------------------------  ---------------------------------  -------------------------

                                    Income        Units     Per Unit   Income        Units     Per Unit   Income        Units
                                  (Numerator) (Denominator)  Amount  (Numerator) (Denominator)  Amount  (Numerator) (Denominator)
                                  ----------- ------------- -------- ----------- -------------  ------  ----------- -------------
<S>                               <C>         <C>           <C>      <C>         <C>           <C>      <C>         <C>
Net income.......................    $ 57...     284.3....   $ .20.     $207...     284.2....   $ .73.     $285...      291.6
  Distributions on preferred
   limited partner units and
   preferred OP Units............    (32)...        --       (.11).     (20)...        --       (.07).       (6)           --
                                     ----         -----      -----      ----         -----      -----      ----         -----
Basic earnings available to
 unitholders per unit............    $ 25...     284.3....   $ .09.     $187...     284.2....   $ .66.     $279...      291.6
  Assuming distribution of units
   to Host Marriott Corporation
   for Host Marriott Corporation
   common shares granted under
   the comprehensive stock
   plan, less shares assumed
   purchased at average market
   price.........................      --...       4.1          --.       --          4.2       (.01).       --           5.3
  Assuming conversion of
   Preferred OP Units............      --...        --          --.       --          0.6          --        --           0.3
  Assuming issuance of minority
   OP Units issuable under
   certain purchase agreements...      --           --          --        --           --          --.        7          10.9
  Assuming conversion of
   Convertible Preferred
   Securities....................      --           --          --        --           --          --        --            --
                                     ----         -----      -----      ----         -----      -----      ----         -----
Diluted Earnings per Unit........    $ 25         288.4      $ .09      $187         289.0      $ .65      $286         308.1
                                     ====         =====      =====      ====         =====      =====      ====         =====
</TABLE>


<TABLE>
<CAPTION>




                                   Per
                                   Unit
                                  Amount
                                  ------
<S>                               <C>
Net income....................... $ .98
  Distributions on preferred
   limited partner units and
   preferred OP Units............  (.02)
                                  -----
Basic earnings available to
 unitholders per unit............ $ .96
  Assuming distribution of units
   to Host Marriott Corporation
   for Host Marriott Corporation
   common shares granted under
   the comprehensive stock
   plan, less shares assumed
   purchased at average market
   price.........................  (.02)
  Assuming conversion of
   Preferred OP Units............    --
  Assuming issuance of minority
   OP Units issuable under
   certain purchase agreements...  (.01)
  Assuming conversion of
   Convertible Preferred
   Securities....................    --
                                  -----
Diluted Earnings per Unit........ $ .93
                                  =====
</TABLE>


  International Operations

   The consolidated statements of operations include the following amounts
related to non-U.S. subsidiaries and affiliates: revenues of $62 million, $25
million and $24 million, and income before income taxes of $6 million, $6
million and $8 million in 2001, 2000 and 1999, respectively.

  Property and Equipment

   Property and equipment is recorded at cost. For newly developed properties,
cost includes interest, ground rent and real estate taxes incurred during
development and construction. Replacements and improvements are capitalized,
while repairs and maintenance are expensed as incurred.

   Depreciation is computed using the straight-line method over the estimated
useful lives of the assets, generally 40 years for buildings and three to ten
years for furniture and equipment. Leasehold improvements are amortized over
the shorter of the lease term or the useful lives of the related assets.

                                      65


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Gains on sales of properties are recognized at the time of sale or deferred
to the extent required by accounting principles generally accepted in the
United States. Deferred gains are recognized as income in subsequent periods as
conditions requiring deferral are satisfied or expire without further cost to
the Company.

   In cases where management is holding for sale particular hotel properties,
the Company assesses impairment based on whether the estimated sales price less
costs of disposal of each individual property to be sold is less than the net
book value. A property is considered to be held for sale when the Company has
made the decision to dispose of the property. Otherwise, the Company assesses
impairment of its real estate properties based on whether it is probable that
undiscounted future cash flows from each individual property will be less than
its net book value. If a property is impaired, its basis is adjusted to its
fair market value.

  Cash and Cash Equivalents

   The Company considers all highly liquid investments with a maturity of 90
days or less at the date of purchase to be cash equivalents.

  Minority Interest

   Minority interest consists of limited partnership interests in consolidated
investments of $108 million and $139 million at December 31, 2001 and 2000,
respectively.

  Deferred Charges

   Financing costs related to long-term debt are deferred and amortized over
the remaining life of the debt.

  Other Comprehensive Income

   The components of total accumulated other comprehensive income in the
balance sheet are as follows (in millions):


<TABLE>
<CAPTION>
                                                             2001  2000
                                                             ----  ----
         <S>                                                 <C>   <C>
         Net unrealized gains............................... $  6  $ 7
         Foreign currency translation adjustment............  (11)  (8)
                                                             ----  ---
         Total accumulated other comprehensive income (loss) $ (5) $(1)
                                                             ====  ===
</TABLE>


  Derivative Instruments

   The Company attempts to maintain a reasonable balance between fixed- and
floating-rate debt, using interest rate swaps and caps, to keep financing costs
as low as possible. If the requirements for hedge accounting are met, amounts
paid or received under these agreements are recognized over the life of the
agreements as adjustments to interest expense, and the fair value of the
derivatives is recorded on the accompanying balance sheet, with offsetting
adjustments or charges recorded to the underlying debt. Otherwise the
instruments are marked to market, and the gains and losses from the changes in
the market value of the contracts are recorded in other income. Upon early
termination of an interest rate swap or cap, gains or losses are deferred and
amortized as adjustments to interest expense of the related debt over the
remaining period covered by the terminated swap or cap.

                                      66


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The Company is also subject to exposure from fluctuations in foreign
currencies relating to the four properties operated in Canada and two
properties in Mexico. To manage the exposure to changes in the Canadian
exchange rate, the Company uses foreign exchange forward contracts. Gains and
losses on contracts that meet the requirements for hedge accounting are
recorded on the balance sheet at fair value, with offsetting changes recorded
to accumulated other comprehensive income. Contracts that do not meet these
requirements are marked to market and included in other income each period.

  Concentrations of Credit Risk

   Financial instruments that potentially subject the Company to significant
concentrations of credit risk consist principally of cash and cash equivalents.
The Company maintains cash and cash equivalents with various high
credit-quality financial institutions. The Company performs periodic
evaluations of the relative credit standing of these financial institutions and
limits the amount of credit exposure with any one institution.

   On January 1, 1999, subsidiaries of Crestline became the lessees of
virtually all the hotels and, as such, their rent payments were the primary
source of the Company's revenues during 2000 and 1999. As a result of the
acquisition of the Crestline Lessee Entities during January 2001 (Note 2), the
third party credit concentration with Crestline ceased to exist. Effective
January 1, 2001 the Company leases substantially all of the hotels to the TRS.

  Application of New Accounting Standards

   In October 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets" which
replaces SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets SFAS
No. 121 to determine when a long-lived asset should be classified as held for
sale, among other things. Those criteria specify that the asset must be
available for immediate sale in its present condition, subject only to terms
that are usual and customary for sales of such assets, and the sale of the
asset must be probable, and its transfer expected to qualify for recognition as
a completed sale, within one year. This Statement is effective for fiscal years
beginning after December 15, 2001. Additionally, in February 2002 the Financial
Accounting Standards Board resolved an implementation issue regarding SFAS No.
144 dealing with the treatment of sales of properties. Under the new
guidelines, gains and losses from the dispositions of investment properties and
the properties' historical operations for periods beginning in 2002 will be
treated as discontinued operations, and therefore, be classified serparately
from income from continuing operations. Historically, the Company has
occasionally disposed of properties that were not consistent with the overall
quality of their portfolio or presented unique opportunities to realize the
asset's value, and the Company may dispose of additional assets from time to
time in the future. This statement would require reclassification of results
for any future dispositions previously included in continuing operations to
discontinued operations for all periods presented, although net income would
not be affected.

   In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations," and SFAS No. 142, "Goodwill and Other intangible
Assets." SFAS No. 141 sets forth new standards on business combinations,
eliminating the pooling treatment of accounting for business combinations. SFAS
No. 142 requires additional disclosure of identifiable intangible assets, and
requires that they may be segregated from goodwill. Additionally, the statement
requires that goodwill no longer be amortized over 40 years, and that it is
instead impaired as the fair value of the goodwill declines. The Company has
not accounted for any of our business combinations using the pooling method of
accounting and does not have a material amount of goodwill or intangible assets
at year-end 2001. These statements are effective for fiscal years beginning
after December 15, 2001. The Company will implement SFAS Nos. 141 and 142 in
2002 and does not believe the statements will materially impact the Company.

                                      67


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   In 2002, the Financial Accounting Standards Board issued an exposure draft
which would rescind SFAS No. 4, Reporting Gains and Losses from Extinguishment
of Debt. The rescission, which would apply to periods subsequent to December
31, 2001, would eliminate the requirement that gains and losses from the
extinguishment of debt be classified as extraordinary items, unless it can be
considered unusual in nature and infrequent in occurrence. As a result, the
Company would no longer classify gains and losses from the extinguishment of
debt as extraordinary items and will adjust prior years accordingly.

   In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." The standard
establishes accounting and reporting standards requiring that derivative
instruments (including specified derivative instruments embedded in other
contracts) be recorded in the balance sheet measured at fair value. The
standard requires that changes in the derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met.
Accounting for qualifying hedges allows a derivative's gains and losses to
offset related results on the hedged item in the income statement. The Company
implemented SFAS No. 133 in 2001.

2. Lease Repurchase

   Effective January 1, 2001, the Company, through the TRS, acquired from
Crestline the entities ("Crestline Lessee Entities") owning the leasehold
interests with respect to 116 full-service hotel properties owned by the
Company for $207 million in cash, including $6 million of legal and
professional fees and transfer taxes, effectively terminating the leases for
financial reporting purposes. In connection therewith, during the fourth
quarter of 2000 the Company recorded a non-recurring, pre-tax loss of $207
million net of a tax benefit of $82 million which the Company recognized as a
deferred tax asset because, for income tax purposes, the acquisition is
recognized as an asset that will be amortized over the next six years. The
transaction was consummated effective January 1, 2001.

   On June 16, 2001, the Company consummated another agreement with Crestline
for the acquisition of their lease agreement with respect to San Diego Marriott
Hotel and Marina (the "San Diego Hotel"). The purchase price was $4.5 million,
including $1.8 million of legal and professional fees. The TRS acquired the
lease by purchasing the lessee entity, effectively terminating the lease for
financial reporting purposes.

   On June 28, 2001, the Company consummated an agreement to purchase
substantially all the minority limited partnership interests held by Wyndham
with respect to seven full-service hotels for $60 million. As part of this
acquisition, the leases were acquired from Wyndham with respect to the San
Diego Marriott Mission Valley, the Minneapolis Marriott Southwest, and the
Albany Marriott by the TRS, effectively terminating the leases for financial
reporting purposes. For purposes of purchase accounting no amounts were
attributed to the leases themselves, as the leases had no value. The entire
purchase price was allocated to the minority limited partner interests
purchased.

   As a result of these acquisitions, the Company's consolidated results of
operations, from the effective dates of the transactions, will present
property-level revenues and expenses rather than rental income from lessees
with respect to those 120 full-service properties. Two of these properties were
sold in December of 2001.

                                      68


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


3. Property and Equipment

   Property and equipment consists of the following as of December 31:


<TABLE>
<CAPTION>
                                                        2001     2000
                                                       -------  -------
                                                         (in millions)
        <S>                                            <C>      <C>
        Land and land improvements.................... $   696  $   685
        Buildings and leasehold improvements..........   7,039    6,986
        Furniture and equipment.......................     944      793
        Construction in progress......................     149      135
                                                       -------  -------
                                                         8,828    8,599
        Less accumulated depreciation and amortization  (1,829)  (1,489)
                                                       -------  -------
                                                       $ 6,999  $ 7,110
                                                       =======  =======
</TABLE>


   Interest cost capitalized in connection with the Company's development and
construction activities totaled $8 million in 2001, $8 million in 2000, and $7
million in 1999.

   In accordance with SFAS 121, "Accounting for Long-Lived Assets and
Long-Lived Assets to be Disposed of," the Company wrote-down three properties,
one of which was sold in December 2001, considered held-for-sale to estimated
fair value, resulting in a charge of $13 million in 2001. There were no asset
writedowns in 2000.

4. Investments in and Receivables from Affiliates

   Investments in and receivables from affiliates consist of the following:


<TABLE>
<CAPTION>
                                                                As of December 31, 2001
                                                  ----------------------------------------------------
                                                  Ownership
                                                  Interests Investment   Debt            Assets
                                                  --------- ---------- --------    -------------------
                                                                (in millions)
<S>                                               <C>       <C>        <C>         <C>
CBM Joint Venture LLC (a)........................     50%     $ 87.1   $ 935.9 (b) 120 Courtyard
                                                                                    Hotels
JWDC Limited Partnership.........................   54.6%       35.7       95.3    JW Marriott,
                                                                                    Washington, D.C.
Tiburon Golf Ventures, L.P (a)...................     49%       18.1         --    36-hole golf course
Marriott Residence Inn Limited Partnership (a)...      1%        0.6       92.6    15 Residence Inns
Marriott Residence Inn II Limited Partnership (a)      1%        0.4      132.2    23 Residence Inns
                                                              $141.9   $1,256.0
                                                              ======   ========
Notes and other receivables from affiliates, net.             $  6.3
                                                              ======
</TABLE>



<TABLE>
<CAPTION>
                                                             As of December 31, 2000
                                                 -----------------------------------------------
                                                 Ownership
                                                 Interests Investment   Debt        Assets
                                                 --------- ---------- -------- -----------------
                                                              (in millions)
<S>                                              <C>       <C>        <C>      <C>
JWDC Limited Partnership........................    50%      $ 38.7   $   95.3 JW Marriott,
                                                                                Washington, D.C.
Rockledge Hotel Properties, Inc. (a)............    95%        87.3    1,434.5
Fernwood Hotel Assets, Inc......................    95%         2.3         -- --
                                                             $128.3   $1,529.8
                                                             ======   ========
Notes and other receivables from affiliates, net             $163.7
                                                             ======
</TABLE>


                                      69


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


--------
(a) As of December 31, 2000, CBM Joint Venture LLC, Tiburon Golf Ventures,
    L.P., Marriott Residence Inn Limited Partnership and Marriott Residence Inn
    II Limited Partnership were equity investments of Rockledge Hotel
    Properties, Inc. See discussion below.
(b) Includes investment in 120 Courtyard hotels, 38 Residence Inns, 50
    Fairfield Inns (partnership interest was sold during 2001), and the JW
    Marriott, Washington, D.C

   On May 16, 2000, the Company acquired for $40 million in cash a
non-controlling interest in the JWDC Limited Partnership, which owns the JW
Marriott Hotel, a 772-room hotel located on Pennsylvania Avenue in Washington,
D.C. In 2002, we have the option to purchase the 44.4% limited partner interest
of one of the partners for the lesser of $5.8 million or the fair value of the
interest, whichever is greater. Additionally, on or after April 1, 2003, HMC
JWDC GP, our wholly owned subsidiary, Quad-JWM LLC, the other general partner,
have the right to require the partnership to purchase the 1% general partner
interest held by Quad-JWM LLC for the lesser of $375,000 or fair value of the
interest. As of December 31, 2001, the fair value of both interests is less
than $1 million.

   In connection with the REIT conversion, Rockledge Hotel Properties, Inc.
("Rockledge") and Fernwood Hotel Assets, Inc. (together, "Non-Controlled
Subsidiaries") were formed to own various assets contributed by the Company to
the Operating Partnership, the direct ownership of which by the Company could
jeopardize Host REIT's status as a REIT. In exchange for the contribution of
these assets to the Non-Controlled Subsidiaries, the Operating Partnership
received non-voting common stock of the Non-Controlled Subsidiaries,
representing 95% of the total economic interests therein. On March 24, 2001,
the Company acquired, through a taxable REIT subsidiary, all of the voting
common stock representing the remaining 5% of the total economic interest of
the Non-Controlled Subsidiaries from the Host Marriott Statutory
Employee/Charitable Trust. As a result of the acquisition, the Company began
consolidating Rockledge and Fernwood effective March 24, 2001 and therefore
they are no longer accounted for as equity investments.

   During December 2000, a newly created joint venture (the "Joint Venture")
formed by Rockledge and Marriott International acquired the partnership
interests in two partnerships that collectively own 120 limited service hotels
for approximately $372 million plus interest and legal fees, of which Rockledge
paid approximately $90 million. Previously, both partnerships were operated by
Rockledge as sole general partner. The Joint Venture acquired the two
partnerships by acquiring partnership units pursuant to a tender offer for such
units followed by a merger of the two partnerships with and into subsidiaries
of the Joint Venture. The Joint Venture financed the acquisition with $200
million of mezzanine indebtedness borrowed from Marriott International and with
cash and other assets contributed by Rockledge and Marriott International,
including Rockledge's existing general partner and limited partner interests in
the partnerships. Additionally, the joint venture has approximately $735
million of debt, all of which is non-recourse to and not guaranteed by Host
Marriott, that consists of the following: 1) The $287 million mortgage maturing
April 2012 requiring monthly payments of principal and interest at a fixed
interest rate of 7.865% which is secured by the 50 hotels owned by CBM I. 2)
The $127 million senior notes maturing February 2008 requiring semiannual
interest payments at a fixed interest rate of 10.75% secured by a first
priority pledge of CBM II of its general and limited partnership interests. 3)
The $321 million multi-class commercial mortgage pass-through certificates
maturing January 2013 requiring monthly payments of principal and interest at
weighted average interest rate of 7.8%, which is secured by first priority
mortgage liens on the 69 hotels owned by CBM II. Each of the joint venture's
120 hotels is operated by Marriott International pursuant to long-term
management agreements. Rockledge, currently a consolidated, wholly owned
subsidiary of the Company, through its subsidiaries, owns a 50% non-controlling
interest in the Joint Venture and records the investment under the equity
method.

                                      70


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   As a result of the consolidation of Rockledge, our investments include a 49%
interest in Tiburon Golf Ventures, L.P., which owns the 36-hole Greg
Norman-designed golf course surrounding the Ritz-Carlton, Naples Golf Resort.
Additionally, we now consolidate the operations of two hotels located in Mexico
City, Mexico, in which we own a controlling interest.

   Receivables from affiliates are reported net of reserves of $7 million at
December 31, 2001 and 2000. There were no repayments in 2001, while repayments
were $3 million in 2000 and $2 million in 1999. There were no additional
fundings in 2001, 2000, and 1999.

   The Company's pre-tax income from affiliates includes the following:


<TABLE>
<CAPTION>
                                                       2001 2000 1999
                                                       ---- ---- ----
                                                       (in millions)
          <S>                                          <C>  <C>  <C>
          Interest income from loans to affiliates (1)  $4  $10  $11
          Equity in net income........................   3   25    6
                                                        --  ---  ---
                                                        $7  $35  $17
                                                        ==  ===  ===
</TABLE>

--------
(1) This interest income relates to loans to Rockledge prior to their
    consolidation on March 24, 2001.

   Combined summarized balance sheet information for the Company's affiliates
follows as of December 31:


<TABLE>
<CAPTION>
                                                 2001      2000
                                                ------    ------
                                                 (in millions)
               <S>                              <C>       <C>
               Property and equipment, net..... $1,490    $1,821
               Other assets....................    196       330
                                                ------    ------
                  Total assets................. $1,686    $2,151
                                                ======    ======
               Debt, principally mortgages..... $1,256(1) $1,530
               Other liabilities...............     76       231
               Equity..........................    354       390
                                                ------    ------
                  Total liabilities and equity. $1,686    $2,151
                                                ======    ======
</TABLE>

--------
(1) The 2001 debt balances were not funded by the Company and are non-recourse
    to the Company.

   Combined summarized operating results for the Company's affiliates follow:


<TABLE>
<CAPTION>
                                                  2001   2000   1999
                                                  -----  -----  -----
                                                     (in millions)
          <S>                                     <C>    <C>    <C>
          Hotel revenues......................... $ 638  $ 850  $ 897
          Operating expenses:
          Cash charges (including interest)......  (524)  (695)  (711)
          Depreciation and other non-cash charges  (107)  (127)  (137)
                                                  -----  -----  -----
          Income before extraordinary items......     7     28     49
          Extraordinary items....................    --     68     --
                                                  -----  -----  -----
          Net income............................. $   7  $  96  $  49
                                                  =====  =====  =====
</TABLE>


                                      71


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  Loss on Litigation Settlement

   In connection with the settlement of litigation involving seven limited
partnerships in which the Company or its subsidiaries serve as general partner,
the Company recorded a non-recurring charge of $40 million during the fourth
quarter of 1999. The loss is classified as the loss on litigation settlement on
the consolidated statements of operations.

5. Debt

   Debt consists of the following:


<TABLE>
<CAPTION>
                                                                                     2001   2000
                                                                                    ------ ------
                                                                                    (in millions)
<S>                                                                                 <C>    <C>
Series A senior notes, with a rate of 77/8% due August 2005........................ $  500 $  500
Series B senior notes, with a rate of 77/8% due August 2008........................  1,195  1,194
Series C senior notes, with a rate of 8.45% due December 2008......................    499    498
Series E senior notes, with a rate of 83/8% due February 2006......................    300    300
Series G senior notes, with a rate of 91/4% due October 2007.......................    250    250
Series H senior notes, with a rate of 91/2% due January 15, 2007...................    452     --
Senior secured notes, with a rate of 91/2% due May 2005............................     12     13
Senior notes, with an average rate of 93/4% maturing through 2012..................     27     35
                                                                                    ------ ------
   Total senior notes..............................................................  3,235  2,790
                                                                                    ------ ------
Mortgage debt (non-recourse) secured by $3.4 billion of real estate assets, with an
  average rate of 7.9% at December 31, 2001, maturing through February 2023........  2,261  2,275
Line of credit, with a variable rate of Eurodollar plus 2.25% (4.39% at
  December 31, 2001)...............................................................     --    150
Other notes, with an average rate of 7.36% at December 31, 2001, maturing
  through December 2017............................................................     90     90
Capital lease obligations..........................................................     16     17
                                                                                    ------ ------
   Total other.....................................................................    106    257
                                                                                    ------ ------
                                                                                     5,602  5,322
Convertible debt obligation to Host Marriott Corporation (See Note 6)..............    492    492
                                                                                    ------ ------
                                                                                    $6,094 $5,814
                                                                                    ====== ======
</TABLE>


  Senior Notes

   The Company currently has six series of Senior Notes outstanding all of
which have been issued under the same indenture. The indenture contains certain
financial covenants that, in the event of a default, would prohibit the Company
from incurring additional indebtedness. These covenants include a ratio test of
aggregate debt to total assets to be less than 65% on a pro forma basis and a
consolidated coverage ratio of EBITDA to interest expense of 2.0 to 1.0.
Failure to meet these covenants would limit the company's ability to incur
additional debt and make dividend payments except to the extent required for
Host REIT to maintain REIT status. As of December 31, 2001 the Company is in
compliance with these covenants.

   In December 2001, the Company issued $450 million of 91/2% Series H senior
notes due in 2007. The proceeds were used to repay the term loan and pay down
the revolver portion of the bank credit facility. The December 31, 2001 balance
of the Series H senior notes includes an adjustment for the fair market value
of the related interest rate swap agreement as discussed below.

                                      72


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   In October 2000, the Company issued $250 million of 91/4% Series F senior
notes due in 2007. The proceeds were used for the $26 million repayment of the
outstanding balance on the revolver portion of the bank credit facility,
settlement of certain litigation, and to partially fund the acquisition of the
Crestline Lessee Entities. The notes were exchanged in the first quarter of
2001 for Series G senior notes on a one-for-one basis, which are freely
transferable by the holders.

   In February 1999, the Company issued $300 million of 8 3/8% Series D notes
due in 2006. The debt was used to refinance, or purchase, approximately $299
million of debt acquired in the partnership mergers, including a $40 million
variable rate mortgage and an associated swap agreement, which was terminated
by incurring a termination fee of $1 million. The notes were exchanged in
August 1999 for Series E Senior notes on a one-for-one basis, which are freely
transferable by the holders.

   Bank Credit Facility.  The Company has a bank credit facility, which was
entered into in 1998 and has subsequently been modified in June 2000 and
November 2001. The original facility was for $1.25 billion and matured in three
years. In June 2000, the borrowing capacity under the facility was reduced to
$775 million. The last modification to the facility was in November 2001, which
reduced the available capacity to $50 million. The bank credit facility
contains covenants restricting the ability of the Company and certain of its
subsidiaries to incur indebtedness, grant liens on their assets, acquire or
sell assets or make investments in other entities, and make certain
distributions to equity holders of Host REIT and the Operating Partnership. The
bank credit facility also contains certain financial covenants relating to,
among other things, maintaining certain levels of tangible net worth and
certain ratios of EBITDA to interest and fixed charges, total debt to EBITDA,
unencumbered assets to unsecured debt, and secured debt to total debt.
Borrowings under the facility bear interest currently at the Eurodollar rate
plus 225 basis points. The interest rate on the facility fluctuates based on
the company's leverage ratio. Borrowings under the facility averaged $248
million in 2001 and $153 million in 2000. As of December 31, 2001 there are no
outstanding borrowings under the facility. During 2001, 2000 and 1999, the
Company recognized extraordinary losses of approximately $1 million, $2
million, and $2 million, respectively, representing the write-off of deferred
financing costs.

   As a result of the economic recession and the events of September 11, 2001
the operations of our hotels were severely impacted. Certain covenants of the
bank credit facility have been temporarily amended and currently require the
Company, among other items, to: 1) meet less stringent levels in respect to
minimum consolidated interest coverage ratio and minimum unsecured interest
coverage ratio until September 6, 2002 and a maximum leverage ratio through
August 15, 2002, 2) suspends until September 6, 2002 the minimum consolidated
fixed charge coverage ratio test, 3) limits draws under the revolver portion to
$50 million in the first quarter of 2002 and up to $25 million in the second
quarter of 2002 (but only if draws in the second quarter of 2002 do not cause
the aggregate amount drawn in 2002 and then outstanding to exceed $25 million
and 4) increases the interest rate charged for borrowing based on higher
leverage levels. The covenants also restrict our ability to: 1) make equity
distributions, 2) incur additional indebtedness, 3) acquire assets, 4) make
investments in subsidiaries and 5) make capital expenditures. The Company is
currently in compliance with all of these covenants.

  Mortgage Debt

   In October 2001, the Company prepaid the remaining mortgage debt of $16.5
million on the San Antonio Marriott Riverwalk which was due to mature January
1, 2002.

   During January 2002, we transferred one of our non-core properties, the St.
Louis Marriott Pavilion, to the mortgage lender. In the first quarter of 2002,
we wrote off the remaining $13 million of property and equipment,

                                      73


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

eliminated $37 million of mortgage debt and related liabilities and recorded a
non-cash gain of approximately $24 million.

   In August 2001, a Canadian subsidiary of the Company entered into a
financing agreement pursuant to which it borrowed $96.6 million due August 2006
at a variable rate of LIBOR plus 275 basis points. The Calgary Marriott,
Toronto Airport Marriott, Toronto Marriott Eaton Centre, and Toronto Delta
Meadowvale hotels serve as collateral. The proceeds from this financing were
used to refinance existing indebtedness on these hotels as well as to repay the
$88 million mortgage note on The Ritz-Carlton, Amelia Island hotel. The Company
recorded an extraordinary loss of $1 million during 2001 related to this
refinancing.

   In February 2000, the Company refinanced the $80 million mortgage on
Marriott's Harbor Beach Resort property in Fort Lauderdale, Florida. The new
mortgage is for $84 million, at a rate of 8.58%, and matures in March 2007.

   In August 1999, the Company made a prepayment of $19 million to pay down in
full the mezzanine mortgage on the Marriott Desert Springs Resort and Spa. In
September 1999, the Company made a prepayment of $45 million to pay down in
full the mortgage note on the Philadelphia Four Seasons Hotel.

   In July 1999, the Company entered into a financing agreement pursuant to
which it borrowed $665 million due 2009 at a fixed rate of 7.47% with eight
hotels serving as collateral. The proceeds from this financing were used to
refinance existing mortgage indebtedness maturing at various times through
2000, including approximately $590 million of outstanding variable rate
mortgage debt. The Company recorded an extraordinary gain of $5 million during
1999 related to this refinancing.

   In June 1999, the Company refinanced the debt on the San Diego Marriott
Hotel and Marina. The mortgage is $195 million with a term of 10 years at a
rate of 8.45%. In addition, the Company entered into a mortgage for the
Philadelphia Marriott expansion in July 1999 for $23 million at an interest
rate of approximately 8.6%, maturing in 2009.

  Derivative Instruments

   The mortgage loan on the Canadian properties is denominated in U.S. dollars
and the functional currency of the Canadian subsidiaries is the Canadian
dollar. The subsidiaries have entered into 60 separate currency forward
contracts to buy U.S. dollars at a fixed price. These forward contracts hedge
the currency exposure of converting Canadian dollars to U.S. dollars on a
monthly basis to cover debt service payments. The fair value of the contracts
on December 31, 2001 was $1.5 million.

   On December 20, 2001, we entered into a 5-year interest rate swap agreement,
which is effective January 15, 2002 and matures January 2007. Under the swap,
we receive fixed-rate payments of 9.5% and pay floating-rate payments based on
one-month LIBOR plus 450 basis points, on a $450 million notional amount. The
fair value of the interest rate swap agreement was zero at inception. Under
SFAS 133 we have designated the interest rate swap as a fair value hedge, and
the amounts paid or received under the swap agreement will be recognized over
the life of the agreement as an adjustment to interest expense. On January 4,
2002, in a separate agreement with a different counter party, we purchased for
approximately $3.5 million an interest rate cap with the same notional amount
which caps the floating interest rate at 14%. Under SFAS 133 the cap represents
a derivative that will be marked to market and the gains and losses from
changes in the market value of the cap are to be recorded in other income or
expense in the current period.

                                      74


<PAGE>

   During 1999, the Company terminated its then outstanding interest rate swap
agreements and recognized an extraordinary gain of approximately $8 million.

  Aggregate Debt Maturities

   Aggregate debt maturities at December 31, 2001 are (in millions), excluding
the convertible debt obligation to Host Marriott:


<TABLE>
                        <S>                      <C>
                        2002.................... $  148
                        2003....................     67
                        2004....................     79
                        2005....................    570
                        2006....................    656
                        Thereafter..............  4,073
                                                 ------
                                                  5,593
                        Discount on senior notes     (7)
                        Capital lease obligation     16
                                                 ------
                                                 $5,602
                                                 ======
</TABLE>


  Cash Paid for Interest

   Cash paid for interest for continuing operations, net of amounts
capitalized, was $470 million in 2001, $450 million in 2000, and $451 million
in 1999. Deferred financing costs, which are included in other assets, amounted
to $99 million and $108 million, net of accumulated amortization, as of
December 31, 2001 and 2000, respectively. Amortization of deferred financing
costs totaled $22 million, $15 million, and $17 million in 2001, 2000, and
1999, respectively.

6. Convertible Debt Obligation to Host Marriott Corporation

   The obligation for the $492 million of 6 3/4% Convertible Subordinated
Debentures (the "Debentures") as of December 31, 2001 and 2000 has been
included in these financial statements as debt of the Company because upon the
REIT Conversion the Operating Partnership assumed primary liability for
repayment of the Debentures of Host Marriott underlying the Convertible
Preferred Securities (defined below) of the Host Marriott Financial Trust (the
"Issuer"), a wholly-owned subsidiary trust of Host Marriott. The common
securities of Host Marriott Financial Trust were not contributed to the
Operating Partnership and therefore Host Marriott Financial Trust is not
consolidated by the Operating Partnership. Upon conversion by a Convertible
Preferred Securities holder, Host Marriott will issue shares of its common
stock which will be delivered to such holder. Upon the issuance of such shares
by Host Marriott, the Operating Partnership will issue to Host Marriott the
number of OP Units equal to the number of shares of the Host Marriott common
stock issued in exchange for the Debentures.

   In December 1996, Host Marriott Financial Trust (the "Issuer"), a wholly
owned subsidiary trust of the Company, issued 11 million shares of 6 3/4%
convertible quarterly income preferred securities (the "Convertible Preferred
Securities"), with a liquidation preference of $50 per share (for a total
liquidation amount of $550 million). The Convertible Preferred Securities
represent an undivided beneficial interest in the assets of the Issuer. The
payment of distributions out of moneys held by the Issuer and payments on
liquidation of the Issuer or the redemption of the Convertible Preferred
Securities are guaranteed by the Company to the extent the Issuer has funds
available therefor. This guarantee, when taken together with the Company's
obligations under the indenture pursuant to which the Debentures (defined
below) were issued, the Debentures, the Company's obligations under the Trust
Agreement and its obligations under the indenture to pay costs, expenses, debts
and liabilities of the Issuer (other than with respect to the Convertible
Preferred Securities) provides a full and unconditional guarantee of amounts
due on the Convertible Preferred Securities. Proceeds from the issuance

                                      75


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

of the Convertible Preferred Securities were invested in 6 3/4% Convertible
Subordinated Debentures (the "Debentures") due December 2, 2026 issued by the
Company. The Issuer exists solely to issue the Convertible Preferred Securities
and its own common securities (the "Common Securities") and invest the proceeds
therefrom in the Debentures, which is its sole asset. Separate financial
statements of the Issuer are not presented because of the Company's guarantee
described above; the Company's management has concluded that such financial
statements are not material to investors as the Issuer is wholly owned and
essentially has no independent operations.

   Each of the Convertible Preferred Securities and the related debentures are
convertible at the option of the holder into shares of Company common stock at
the rate of 3.2537 shares per Convertible Preferred Security (equivalent to a
conversion price of $15.367 per share of Company common stock). The Issuer will
only convert Debentures pursuant to a notice of conversion by a holder of
Convertible Preferred Securities. During 2001 and 2000, 400 shares and 325
shares were converted into common stock, respectively. During 1999, no shares
were converted into common stock. The conversion ratio and price were adjusted
to reflect the impact of the distribution and the Special Dividend.

   Holders of the Convertible Preferred Securities are entitled to receive
preferential cumulative cash distributions at an annual rate of 6 3/4% accruing
from the original issue date, commencing March 1, 1997, and payable quarterly
in arrears thereafter. The distribution rate and the distribution and other
payment dates for the Convertible Preferred Securities will correspond to the
interest rate and interest and other payment dates on the Debentures. The
Company may defer interest payments on the Debentures for a period not to
exceed 20 consecutive quarters. If interest payments on the Debentures are
deferred, so too are payments on the Convertible Preferred Securities. Under
this circumstance, the Company will not be permitted to declare or pay any cash
distributions with respect to its capital stock or debt securities that rank
pari passu with or junior to the Debentures.

   Subject to certain restrictions, the Convertible Preferred Securities are
redeemable at the Issuer's option upon any redemption by the Company of the
Debentures after December 2, 1999. Upon repayment at maturity or as a result of
the acceleration of the Debentures upon the occurrence of a default, the
Convertible Preferred Securities are subject to mandatory redemption.

   In connection with consummation of the REIT Conversion, we assumed primary
liability for repayment of the Debentures of Host REIT underlying the
Convertible Preferred Securities. Upon conversion by a Convertible Preferred
Securities holder, Host REIT will issue shares of Host REIT common stock, which
will be delivered to
such holder. Upon the issuance of such shares by Host REIT we will issue to
Host REIT a number of OP Units equal to the number of shares of Host REIT
common stock issued in exchange for the Debentures.

   The Company repurchased .4 million shares of the Convertible Preferred
Securities in 2000 as part of the share repurchase program described below in
Note 7. No shares of the Convertible Preferred Securities were repurchased in
2001.

7. Equity and Partners' Capital

   284.7 million and 284.9 million common OP units were outstanding, of which
Host REIT held 263.2 million and 221.3 million, as of December 31, 2001 and
2000, respectively. In addition 14.2 million and 8.2 million preferred limited
partner units were outstanding as of December 31, 2001 and 2000.

   We paid quarterly cash distributions of $0.26 for the first three quarters
of 2001. As a result of the declining operations, no distributions were made
for the fourth quarter of 2001. Due to liquidity concerns related to the

                                      76


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

current economic conditions and the impact of the September 11, 2001 terrorist
attacks it is uncertain at this time when distributions will commence. For
2000, we paid quarterly cash distributions of $0.21, $0.21, $0.23, and $0.26.

   During 1999, approximately 586,000 Class TS cumulative redeemable preferred
operating partnership units and approximately 26,000 Class AM cumulative
redeemable preferred operating partnership units (together the "Preferred OP
Units") were issued in connection with the acquisition of minority interests in
two hotels. The Preferred OP Units are convertible into OP Units on a
one-for-one basis, subject to adjustment in specified events, at any time
beginning one year after acquisition, and after conversion to OP Units are
redeemable for cash or at Host REIT's option, Host REIT common shares. The
Company has the right to convert the Preferred OP Units to OP Units two years
from the date of issuance. Preferred OP Unitholders are entitled to receive a
preferential cash distribution of $0.21 per quarter. During 2000, all of the
Class TS Preferred OP Units and approximately 7,000 of the Class AM Preferred
OP Units were converted by the holders to common OP Units. During 2000, 593,000
Preferred OP Units were converted by their respective holders to common OP
Units. Only 19,000 Preferred OP Units were outstanding as of December 31, 2001
and 2000.

   In September 1999, the Board of Directors of Host Marriott Corporation
approved the repurchase, from time to time on the open market and/or in
privately negotiated transactions, of up to 22 million of the outstanding
shares of the common stock, operating partnership units, or a corresponding
amount of the Convertible Preferred Securities, which are convertible into a
like number of shares of common stock, based on the appropriate conversion
ratio. Such repurchases will be made at management's discretion, subject to
market conditions, and may be suspended at any time at the Company's
discretion. For the year ended December 31, 2000, the Company repurchased 4.9
million common shares, 0.4 million shares of the Convertible Preferred
Securities and 0.3 million OP Units for a total investment of $62 million.
Since inception of the program, the Company has spent, in the aggregate,
approximately $150 million to retire approximately 16.2 million equivalent
units on a fully diluted basis.

   In August 1999, Host REIT sold 4.16 million shares of 10% Class A preferred
stock, in November 1999, Host REIT sold 4.0 million shares of 10% Class B
preferred stock and in March 2001, Host REIT sold 6.0 million shares of 10%
Class C preferred stock. The Operating Partnership, in turn, issued equivalent
securities, the Class A Preferred Units, Class B Preferred Units, and Class C
Preferred Units ("Class A, B and C Preferred Units"), to Host REIT. Holders of
the preferred stock are entitled to receive cumulative cash dividends at a rate
of 10% per annum of the $25.00 per share liquidation preference, payable
quarterly in arrears commencing October 15, 1999 and January 15, 2000 and April
15, 2001 for the Class A, Class B and Class C preferred stock, respectively.
After August 3, 2004, April 29, 2005, and March 27, 2006, Host REIT has the
option to redeem the Class A Preferred Stock, Class B Preferred Stock, and
Class C Preferred Stock, respectively, for $25.00 per share, plus accrued and
unpaid dividends to the date of redemption. The Class A, B and C Preferred
Units rank senior to the OP Units and the Preferred OP Units, and on a parity
with each other. The preferred unitholders generally have no voting rights.
Accrued preferred distributions at December 31, 2001 were $8.8 million.

   The Contribution and related transactions resulted in the exchange of 217.1
million OP Units for substantially all of the assets and liabilities of Host
Marriott Corporation.

   In conjunction with the REIT Conversion, the Company issued approximately
73.5 million OP Units which are convertible into cash or shares of Host
Marriott common stock, at Host Marriott's option. Approximately 21.6 million
and 63.6 million of the OP Units were outstanding as of December 31, 2001 and
2000, respectively.

                                      77


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

On May 29, May 7 and February 7, 2001, Blackstone and affiliates converted 18.2
million, 10.0 million and 12.5 million OP Units, respectively, to Host REIT
common shares and immediately sold them to an underwriter for sale on the open
market. As a result, Host REIT now owns approximately 92% of the outstanding OP
Units. The Company received no proceeds as a result of this transaction.

   Host Marriott Corporation issued 11.5 million shares of common stock as part
of the Special Dividend and 8.5 million shares of common stock in exchange for
8.5 million OP Units issued to certain limited partners in connection with the
Partnership Mergers (Note 13). Also, as part of the REIT Conversion, Host
Marriott Corporation changed its par value from $1 to $0.01 per share. The
change in par value did not affect the number of shares outstanding.

  Special Dividend

   On December 18, 1998, in connection with the Company's REIT conversion, the
Board of Directors declared a special dividend which entitled shareholders of
record on December 28, 1998 to elect to receive either $1.00 in cash or .087 of
a share of common stock of Host REIT for each outstanding share of Host REIT's
common stock owned by such shareholder on the record date (the "Special
Dividend''). Cash totaling $73 million and 11.5 million shares of common stock
that were elected in the Special Dividend were paid and/or issued in 1999.

8.  Income Taxes

   The Operating Partnership is not a tax paying entity. However, the Operating
Partnership under the Operating Partnership Agreement is required to reimburse
Host REIT for any tax payments Host REIT is required to make. Accordingly, the
tax information included herein represents disclosures regarding Host REIT. As
a result of the requirement of the Company to reimburse Host REIT for these
liabilities, such liabilities and related disclosures are included in the
Company's financial statements.

   In December 1998, the Company restructured itself to enable the Company to
qualify for treatment as a REIT effective January 1, 1999, pursuant to the U.S.
Internal Revenue Code of 1986, as amended. In general, a corporation that
elects REIT status and meets certain tax law requirements regarding
distribution of its taxable income to its shareholders as prescribed by
applicable tax laws and complies with certain other requirements (relating
primarily to the nature of its assets and the sources of its revenues) is not
subject to Federal income taxation on its operating income to the extent it
distributes at least 90% (95% for tax years prior to 2001) of its taxable
income. In 2001 and 2000, the Company distributed 100% of its taxable income to
its common and preferred shareholders. Dividends to common shareholders totaled
$.78 and $.91 per outstanding share in 2001 and 2000, respectively. Of the 2001
common stock dividend, $.49 was taxable as ordinary income, $.04 was taxable as
a capital gain and the remaining $.25 was a return of capital. The entire 2000
distribution was taxable as ordinary income. Accordingly, the Company does not
believe that it will be liable for current income taxes at the Federal level or
in most of the states in which it operates. However, the Company is required to
pay taxes on "built-in gains" on sales of certain of its assets, if any.
Additionally, the Company's consolidated taxable REIT subsidiaries are subject
to Federal and state income tax. The consolidated income tax provision
includes, primarily, the tax provision related to the operations of the TRS,
Rockledge, Fernwood and international taxes at the Operating Partnership, as
well as each of their respective subsidiaries.

   In order to qualify as a REIT for federal income tax purposes, among other
things, the Company was required to distribute all of its accumulated earnings
and profits (''E&P'') to its stockholders in one or more taxable dividends
prior to December 31, 1999. To accomplish the requisite distributions of
accumulated E&P, the Company made distributions consisting of approximately
20.4 million shares of Crestline valued at $297 million, $73 million in cash,
and approximately 11.5 million shares of Host Marriott stock valued at $138
million.

                                      78


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Where required, deferred income taxes are accounted for using the asset and
liability method. Under this method, deferred income taxes are recognized for
temporary differences between the financial reporting bases of assets and
liabilities and their respective tax bases and for operating loss and tax
credit carryforwards based on enacted tax rates expected to be in effect when
such amounts are realized or settled. However, deferred tax assets are
recognized only to the extent that it is more likely than not that they will be
realized based on consideration of available evidence, including tax planning
strategies and other factors.

   Total deferred tax assets and liabilities at December 31, 2001 and December
31, 2000 were as follows:


<TABLE>
<CAPTION>
                                                       2001   2000
                                                      -----   ----
                                                      (in millions)
             <S>                                      <C>     <C>
             Deferred tax assets..................... $  77   $ 82
             Deferred tax liabilities................  (110)   (54)
                                                      -----   ----
                Net deferred income tax
                  (liability)/asset.................. $ (33)  $ 28
                                                      =====   ====
</TABLE>

   The tax effect of each type of temporary difference and carryforward that
gives rise to a significant portion of deferred tax assets and liabilities as
of December 31, 2001 and December 31, 2000 were as follows:


<TABLE>
<CAPTION>
                                                       2001    2000
                                                       ----    ----
                                                       (in millions)
              <S>                                      <C>     <C>
              Investment in hotel leases.............. $ 69    $ 82
              Safe harbor lease investments...........  (21)    (23)
              Property and equipment..................   (6)     --
              Investments in affiliates...............  (60)     --
              Deferred gains..........................  (23)    (31)
              Other...................................    6      --
              Alternative minimum tax credit
                carryforwards.........................    2      --
                                                       ----    ----
                 Net deferred income tax (liability)
                   asset.............................. $(33)   $ 28
                                                       ====    ====
</TABLE>


   The provision (benefit) for income taxes consists of:


<TABLE>
<CAPTION>
                                                        2001  2000  1999
                                                        ----  ----  ----
                                                          (in millions)
       <C>      <S>                                     <C>   <C>   <C>
       Current  -- Federal............................. $(11) $(29) $ 26
                -- State...............................    3     2     3
                -- Foreign.............................    4     6     3
                                                        ----  ----  ----
                                                          (4)  (21)   32
                                                        ----  ----  ----
       Deferred -- Federal.............................    9   (66)  (37)
                -- State...............................    2   (11)  (11)
                -- Foreign.............................    1    --    --
                                                        ----  ----  ----
                                                          12   (77)  (48)
                                                        ----  ----  ----
                                                        $  8  $(98) $(16)
                                                        ====  ====  ====
</TABLE>


   On July 20, 2001, the United States Court of Appeals for the Fourth Circuit
affirmed a lower court ruling that allowed the Company to carryback a 1991
specified liability loss to the tax years 1984 and 1985 resulting in a net
income tax refund of $16 million. The Company recorded the refund as a benefit
to the provision in 2001. In addition, the Company settled with the Internal
Revenue Service all other outstanding issues for the tax years through 1998.
The Company made net payments to the IRS of approximately $19 million in 2001
and $14 million in 1999 related to these settlements.

                                      79


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   A reconciliation of the statutory Federal tax expense to the Company's
income tax expense follows:


<TABLE>
<CAPTION>
                                                   2001  2000  1999
                                                   ----  ----  ----
                                                     (in millions)
           <S>                                     <C>   <C>   <C>
           Statutory Federal tax..................   23  $ 37  $ 84
           Nontaxable income of REIT..............   (9)  (37)  (84)
           Built-in-gain tax......................   --    (1)    5
           State income taxes, net of Federal tax
             benefit..............................    5     2     2
           Tax benefit from acquisition of leases.   --   (82)   --
           Tax contingencies......................  (16)  (23)  (26)
           Tax on foreign source income...........    5     6     3
                                                   ----  ----  ----
              Income tax expense.................. $  8  $(98) $(16)
                                                   ====  ====  ====
</TABLE>


   Cash paid for income taxes, including IRS settlements, net of refunds
received, was $24 million, $30 million, and $50 million in 2001, 2000 and 1999,
respectively.

9.  Leases

   Hotel Leases.  Prior to 2001, the Company leased its hotels (the ''Leases'')
to one or more third party lessees (the ''Lessees''), primarily subsidiaries of
Crestline, due to federal income tax law restrictions on a REIT's ability to
derive revenues directly from the operation of a hotel. Effective January 1,
2001, the REIT Modernization Act amended the tax laws to permit REITs to lease
hotels to a subsidiary that qualifies as a taxable REIT subsidiary.
Accordingly, the TRS acquired the Crestline Lessee Entities owning the
leasehold interests with respect to 116 of the Company's full-service hotels
during January 2001 and acquired the Lessee Entities owning the leasehold
interest with respect to four of the Company's full-service hotels from
Crestline (one lease) and Wyndham (three leases) during June of 2001. As a
result, the Company's revenues now reflect hotel level sales instead of rental
income.

   Each Lessee is responsible for paying all of the expenses of operating the
applicable hotel(s), including all personnel costs, utility costs and general
repair and maintenance of the hotel(s). The Lessee also is responsible for all
fees payable to the applicable manager, including base and incentive management
fees, chain services payments and franchise or system fees, with respect to
periods covered by the term of the Lease. The Company also remains liable under
each management agreement.

   The Company is responsible for paying real estate taxes, personal property
taxes (to the extent the Company owns the personal property), casualty
insurance on the structures, ground lease rent payments, required expenditures
for FF&E (including maintaining the FF&E reserve, to the extent such is
required by the applicable management agreement) and other capital expenditures.

   Crestline Guarantees.  During 1999 and 2000, Crestline and certain of its
subsidiaries, as lessees under virtually all of the hotel leases, entered into
limited guarantees of the Lease obligations of each Lessee. The full-service
hotel leases were grouped into four lease pools (determined on the basis of the
term of the particular Lease with all leases having generally the same lease
term placed in the same ''pool''). As a result of the acquisition of the Lessee
Entities in 2001 by the TRS, there no longer is a third party credit
concentration. Separate financial statements for the years ended December 31,
2000 and 1999 for each of the four lease pools in which the Company's hotels
were organized are presented in Item 8 of this Annual Report on Form 10-K.

                                      80


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The Company sold the existing working capital to the applicable Lessee upon
the commencement of the Lease at a price equal to the fair market value of such
assets. The purchase price was represented by a note evidencing a loan that
bore interest at a rate of 5.12%. As of December 31, 2000 and 1999, the note
receivable from Crestline for working capital was $91 million and $90 million,
respectively. In connection with the acquisitions of the Lessee Entities, the
working capital was acquired by the TRS.

   Hospitality Properties Trust Relationship.  In a series of related
transactions in 1995 and 1996, the Company sold and leased back 53 of its
Courtyard properties and 18 of its Residence Inns to Hospitality Properties
Trust (''HPT''). These leases, which are accounted for as operating leases and
are included in the table below, have initial terms expiring through 2012 for
the Courtyard properties and 2010 for the Residence Inn properties, and are
renewable at the option of the Company. Minimum rent payments are $51 million
annually for the Courtyard properties and $17 million annually for the
Residence Inn properties, and additional rent based upon sales levels are
payable to the owner under the terms of the leases.

   In connection with the REIT Conversion, the Company sublet the HPT hotels
(the "Subleases") to separate sublessee subsidiaries of Crestline
("Sublessee"), subject to the terms of the applicable HPT Lease. The term of
each Sublease expires simultaneously with the expiration of the initial term of
the HPT lease to which it relates and automatically renews for the
corresponding renewal term under the HPT lease, unless either the HPT lessee
(the "Sublessor") elects not to renew the HPT lease, or the Sublessee elects
not to renew the Sublease at the expiration of the initial term provided,
however, that neither party can elect to terminate fewer than all of the
Subleases in a particular pool of HPT hotels (one for Courtyard by Marriott
hotels and one for Residence Inn hotels). Rent payable by Crestline under the
Sublease consists of the minimum rent payable under the HPT lease and an
additional percentage rent payable to the Company. The percentage rent payable
by the Sublessor is sufficient to cover the additional rent due under the HPT
lease, with any excess being retained by the Sublessor. The rent payable under
the Subleases is guaranteed by Crestline, up to a maximum amount of $30 million
which amount is allocated between the two pools of HPT hotels.

   Other Lease Information.  A number of the Company's leased hotel properties
also include long-term ground leases for certain hotels, generally with
multiple renewal options. Certain leases contain provisions for the payment of
contingent rentals based on a percentage of sales in excess of stipulated
amounts. Future minimum annual rental commitments for all non-cancelable leases
for which the Company is the lessee are as follows:


<TABLE>
<CAPTION>
                                                    Capital Operating
                                                    Leases   Leases
                                                    ------- ---------
                                                      (in millions)
           <S>                                      <C>     <C>
           2002....................................   $ 6    $  108
           2003....................................     6       104
           2004....................................     6       101
           2005....................................     1        97
           2006....................................     1        95
           Thereafter..............................    --     1,164
                                                      ---    ------
           Total minimum lease payments............    20    $1,669
                                                             ======
           Less amount representing interest.......    (4)
                                                      ---
              Present value of minimum lease
                payments...........................   $16
                                                      ===
</TABLE>


                                      81


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Certain of the lease payments included in the table above relate to
facilities used in the Company's former restaurant business. Most leases
contain one or more renewal options, generally for five or 10-year periods.
Future rentals on leases have not been reduced by aggregate minimum sublease
rentals from restaurants and HPT subleases of $48 million and $722 million,
respectively, payable to the Company under non-cancellable subleases.

   In conjunction with the refinancing of the mortgage of the New York Marriott
Marquis in 1999, the Company also renegotiated the terms of the ground lease.
The renegotiated ground lease provides for the payment of a percentage of the
hotel sales (3% in 1998, 4% in 1999 and 5% thereafter) through 2017, which is
to be used to amortize the then existing deferred ground rent obligation of
$116 million. The Company has the right to purchase the land under certain
circumstances. The balance of the deferred ground rent obligation was
$65 million and $77 million at December 31, 2001 and 2000, respectively, and is
included in other liabilities on the consolidated balance sheets.

   The Company remains contingently liable on certain leases relating to
divested non-lodging properties. Such contingent liabilities aggregated $57
million at December 31, 2001. However, management considers the likelihood of
any substantial funding related to these leases to be remote.

   Rent expense consists of:


<TABLE>
<CAPTION>
                                                     2001 2000 1999
                                                     ---- ---- ----
                                                     (in millions)
             <S>                                     <C>  <C>  <C>
             Minimum rentals on operating leases.... $107 $107 $106
             Additional rentals based on sales......   32   36   29
                                                     ---- ---- ----
                                                     $139 $143 $135
                                                     ==== ==== ====
</TABLE>


10.  Employee Stock Plans

   In connection with the REIT conversion, the Company assumed the employee
obligations of Host REIT. Upon the exercise of stock options in Host REIT
common stock, Host REIT will issue shares of its common stock in return for the
issuance of an equal number of OP Units of the Company. Accordingly, these
liabilities and related disclosures are included in the Company's consolidated
financial statements.

   At December 31, 2001, Host REIT maintained two stock-based compensation
plans, including the comprehensive stock plan (the ''Comprehensive Plan''),
whereby Host REIT may award to participating employees (i) options to purchase
Host REIT's common stock, (ii) deferred shares of Host REIT's common stock and
(iii) restricted shares of Host REIT's common stock, and the employee stock
purchase plan (the "Employee Stock Purchase Plan"). Total shares of common
stock reserved and available for issuance under the Comprehensive Plan at
December 31, 2001 were approximately 15 million.

   Employee stock options may be granted to officers and key employees with an
exercise price not less than the fair market value of the common stock on the
date of grant. Non-qualified options generally expire up to 15 years after the
date of grant. Most options vest ratably over each of the first four years
following the date of the grant. In connection with the Marriott International
distribution in 1993, Host Marriott issued an equivalent number of Marriott
International options and adjusted the exercise prices of its options then
outstanding based on the relative trading prices of shares of the common stock
of the two companies.

                                      82


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   In connection with the Host Marriott Services (''HM Services'') spin-off in
1995, outstanding options held by current and former employees of the Company
were redenominated in both Company and HM Services stock and the exercise
prices of the options were adjusted based on the relative trading prices of
shares of the common stock of the two companies. Pursuant to the distribution
agreement between the Company and HM Services, the Company originally had the
right to receive up to 1.4 million shares of HM Services' common stock or an
equivalent cash value subsequent to exercise of the options held by certain
former and current employees of Marriott International. On August 27, 1999,
Autogrill Acquisition Co., a wholly owned subsidiary of Autogrill SpA of Italy,
acquired Host Marriott Services Corporation. Since HM Services is no longer
publicly traded, all future payments to the Company will be made in cash, as HM
Services Corporation has indicated that the receivable will not be settled in
Autogrill SpA stock. As of December 31, 2001 and 2000, the receivable balance
was approximately $6.4 million and $8.8 million, respectively, which is
included in other assets in the accompanying consolidated balance sheets.

   The Company continues to account for expense under its plans according to
the provisions of Accounting Principle Board Opinion 25 and related
interpretations as permitted under SFAS No. 123. Consequently, no compensation
cost has been recognized for its fixed stock options under the Comprehensive
Plan and its Employee Stock Purchase Plan.

   For purposes of the following disclosures required by SFAS No. 123, the fair
value of each option granted has been estimated on the date of grant using an
option-pricing model with the following weighted average assumptions used for
grants in 2001 and 2000, respectively: risk-free interest rates of 5.2% and
5.1%, volatility of 37% and 32%, expected lives of 12 years, and dividend yield
of $0.78 per share and $0.91 per share. The weighted average fair value per
option granted during the year was $2.73 in 2001 and $1.06 in 2000. Pro forma
compensation cost for 2001, 2000 and 1999 would have reduced net income by
approximately $855,000, $811,000 and $919,000, respectively. Basic and diluted
earnings per share on a pro forma basis were not impacted by the pro forma
compensation cost in 2001, 2000 and 1999.

   The effects of the implementation of SFAS No. 123 are not representative of
the effects on reported net income in future years because only the effects of
stock option awards granted in 1997 and subsequent years have been considered.

   A summary of the status of the Host REIT's stock option plans that have been
approved by the stockholders for 2001, 2000 and 1999 follows. Host REIT does
not have stock option plans that have not been approved by the Company's
stockholders:


<TABLE>
<CAPTION>
                                                  2001                       2000                         1999
                                        ------------------------ ---------------------------- ----------------------------
                                         Shares      Weighted                     Weighted                     Weighted
                                           (in       Average        Shares        Average        Shares        Average
                                        millions) Exercise Price (in millions) Exercise Price (in millions) Exercise Price
                                        --------- -------------- ------------- -------------- ------------- --------------
<S>                                     <C>       <C>            <C>           <C>            <C>           <C>
Balance, at beginning of year..........    4.2          $5            4.9           $  4           5.6           $ 3
Granted................................    1.4           8             .6            .10            .6            10
Exercised..............................    (.6)          4           (1.2)             3          (1.3)            3
Forfeited/Expired......................    (.1)          8            (.1)            10            --            --
                                           ---                       ----                         ----
Balance, at end of year................    4.9          $6            4.2           $  5           4.9           $ 4
                                           ===                       ====                         ====
Options exercisable at year-end........    2.9                        3.2                          4.2
                                           ===                       ====                         ====
</TABLE>


                                      83


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The following table summarizes information about stock options at December
31, 2001:


<TABLE>
<CAPTION>
                              Options Outstanding                    Options Exercisable
-               ----------------------------------------------- ------------------------------
                              Weighted Average
   Range of        Shares        Remaining     Weighted Average    Shares     Weighted Average
Exercise Prices (in millions) Contractual Life  Exercise Price  (in millions)  Exercise Price
--------------- ------------- ---------------- ---------------- ------------- ----------------
<S>             <C>           <C>              <C>              <C>           <C>
    $1 - 3           2.0              5              $ 2             2.0            $ 2
     4 - 6            .2              7                6              .2              6
     7 - 9           1.6             14                8              .4              8
    10 - 12          1.0             14               11              .2             11
    13 - 19           .1             11               18              .1             18
                     ---                                             ---
                     4.9                                             2.9
                     ===                                             ===
</TABLE>


   Deferred stock incentive plan shares granted to officers and key employees
after 1990 generally vest over 10 years in annual installments commencing one
year after the date of grant. Certain employees may elect to defer payments
until termination or retirement. Host REIT accrues compensation expense for the
fair market value of the shares on the date of grant, less estimated
forfeitures. In 2001, 2000 and 1999, 23,000, 20,000 and 11,000 shares were
granted, respectively, under this plan. The compensation cost that has been
charged against income for deferred stock was not material in 2001, 2000 and
1999. The weighted average fair value per share granted during each year was
$12.99 in 2001, $9.44 in 2000 and $14.31 in 1999.

   Host REIT from time to time awards restricted stock shares under the
Comprehensive Plan to officers and key executives to be distributed over the
next three years in annual installments based on continued employment and the
attainment of certain performance criteria. Host REIT recognizes compensation
expense over the restriction period equal to the fair market value of the
shares on the date of issuance adjusted for forfeitures, and where appropriate,
the level of attainment of performance criteria and fluctuations in the fair
market value of Host REIT's common stock. In 2001, 2000 and 1999, 130,000,
889,000, and 3,203,000 shares of restricted stock plan shares were granted to
certain key employees under these terms and conditions. Approximately 593,000
and 106,000 shares were forfeited in 2001 and 2000, respectively. Host REIT
recorded compensation expense of $7.6 million, $11 million and $7.7 million in
2001, 2000 and 1999, respectively, related to these awards. The weighted
average grant date fair value per share granted during each year was $12.82 in
2001, $8.87 in 2000 and $12.83 in 1999. Under these awards 2,010,000 shares
were outstanding at December 31, 2001.

   In 1998, 568,408 stock appreciation rights (''SARs'') were issued under the
Comprehensive Plan to certain directors of Host REIT as a replacement for
previously issued options that were cancelled during the year. The conversion
to SARs was completed in order to comply with ownership limits applicable to
Host REIT upon conversion to a REIT. The SARs are fully vested and the grant
prices range from $1.20 to $5.13. In 2001, 2000 and 1999, Host REIT recognized
compensation (income) expense for outstanding SARs as a result of fluctuations
in the market price of Host REIT's common stock of $(1.2) million, $1.4 million
and $(2.7) million, respectively.

   Under the terms of the Employee Stock Purchase Plan, eligible employees may
purchase common stock through payroll deductions at 90% of the lower of market
value at the beginning or market value at the end of the plan year.

11.  Profit Sharing and Postemployment Benefit Plans

   The Company contributes to profit sharing and other defined contribution
plans for the benefit of employees meeting certain eligibility requirements and
electing participation in the plans. The amount to be matched by the

                                      84


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Company is determined annually by the Board of Directors. The Company provides
medical benefits to a limited number of retired employees meeting restrictive
eligibility requirements. Amounts for these items were not material in 1999
through 2001.

12.  Acquisitions and Dispositions

   Effective March 24, 2001, the Company purchased the 5% voting interests in
each of Rockledge and Fernwood that were previously held by the Host Marriott
Statutory Employee/Charitable Trust for approximately $2 million. Prior to this
acquisition, the Company held a 95% non-voting interest in each company and
accounted for such investments under the equity method. As a result of this
acquisition, the Company holds 100% of the voting and non-voting interests in
Rockledge and Fernwood, and its consolidated results of operations will reflect
the revenues and expenses generated by the two taxable corporations, and its
consolidated balance sheets will include the various assets, including,
primarily, three full-service hotels and certain limited service hotel
partnership interests, including the Joint Venture interest. The Company's
acquisition, including certain joint venture interests, totaled approximately
$356 million in assets and $262 million in liabilities, including $54 million
of third party debt.

   On June 28, 2001, the Company consummated an agreement to purchase
substantially all the minority limited partnership interests held by Wyndham
with respect to seven full-service hotels for $60 million. As part of this
acquisition, the leases were acquired from Wyndham with respect to three hotels
by the TRS, effectively terminating the leases for financial reporting
purposes. The entire purchase price was allocated to the minority limited
partner interests purchased.

   During January 2002, the Company transferred one of our non-core properties,
the St. Louis Marriott Pavilion hotel, to the mortgage lender. Due to the
original structure of this deal, the Company has not received any cash flow
after payments of debt service from this property since the original spin-off
in 1993. In the first quarter of 2002, the Company will write off the remaining
$13 million of property and equipment, eliminate $37 million of mortgage debt
and related liabilities and record a non-cash gain of approximately $22 million.

   In 1999, the Company acquired the remaining unaffiliated partnership
interests in two full-service hotels by issuing approximately 612,000
cumulative preferred OP Units and paid cash of approximately $6.8 million.
During 2000, the holders of approximately 593,000 cumulative preferred OP Units
converted to common OP Units on a one-for-one basis.

   During February 2002, we filed a shelf registration statement for 1.1
million common shares to be issued to a minority partner in the San Diego
Marina Marriott Hotel in exchange for certain interests in the San Diego
partnership. On March 15, 2002, this minority partner sold the 1.1 million
common shares to an underwriter for resale on the open market. Concurrent with
the issuance of the common shares, the Operating Partnership issued to us an
equivalent number of OP Units. This transaction did not materially impact our
ownership percentage in the Operating Partnership. We received no proceeds as a
result of these transactions.

   Subsequent to this exchange, other minority partners in the San Diego hotel
have notified us of their intent to exchange additional interests in the San
Diego partnership for approximately 6.8 million OP Units. We expect these
exchanges to close during the second quarter. After completion of these
exchanges the minority partner will own 10% of the interest in the San Diego
hotel.

   During 2001, 2000 and 1999, respectively, approximately 42,054,000, 652,000
and 467,000 OP Units were redeemed for Host REIT common stock, respectively. In
2000 and 1999 an additional 360,000 and 233,000 OP Units were redeemed for $3
million and $2 million in cash, respectively. No OP Units were redeemed for
cash in 2001.

                                      85


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   During 2001, the Company disposed of two hotels (751 rooms) for a total
consideration of $65 million and recognized a net gain of $12 million. During
1999, the Company disposed of 5 hotels (1,577 rooms) for a total consideration
of $198 million and recognized a net gain of $24 million. There were no
dispositions in 2000.

13.  Fair Value of Financial Instruments

   The fair values of certain financial assets and liabilities and other
financial instruments are shown below:


<TABLE>
<CAPTION>
                                                          2001            2000
                                                     --------------- ---------------
                                                     Carrying Fair   Carrying Fair
                                                      Amount  Value   Amount  Value
                                                     -------- ------ -------- ------
                                                              (in millions)
<S>                                                  <C>      <C>    <C>      <C>
Financial assets
   Receivables from affiliates......................  $    6  $    6  $  164  $  166
   Notes receivable.................................      48      48      47      44
   Other............................................       6       6       9       9
Financial liabilities
   Debt, net of capital leases and Convertible Debt
     Obligation to Host Marriott....................   5,586   5,512   5,305   5,299
   Convertible Debt Obligation to Host Marriott.....     492     349     492     432
</TABLE>


   Receivables from affiliates, notes and other financial assets are valued
based on the expected future cash flows discounted at risk-adjusted rates.
Valuations for secured debt are determined based on the expected future
payments discounted at risk-adjusted rates. The fair value of the bank credit
facility and other notes are estimated to be equal to their carrying value.
Senior notes and the Convertible Debt Obligation to Host Marriott are valued
based on quoted market prices.

14.  Marriott International Distribution and Relationship with Marriott
International

   The Company and Marriott International (formerly a wholly owned subsidiary,
the common stock of which was distributed to the Company's shareholders on
October 8, 1993) have entered into various agreements including the management
of the majority of the company's hotels including franchised properties;
financing for joint ventures including the acquisition in 1996 of two
full-service properties for which Marriott International provided $29 million
of debt financing and $28 million in preferred equity and the 2000 acquisition
of two partnerships owning 120 limited service hotels (see below); and certain
limited administrative services.

   The Company currently is in the process of negotiating changes to the
management and other agreements with Marriott International and its affiliates.
If made, the changes, which remain subject to the consent of various lenders to
the properties and other third parties, would be effective December 29, 2001.
The proposed changes would result in reductions in incentive management fees on
the portfolio of Marriott-managed hotels, reduce certain expenses to the
property, lower our working capital requirements, clarify the circumstances and
conditions under which Marriott International and its affiliates may earn a
profit on transactions with the hotels, and provide greater approval rights
over budgets and capital expenditures. The Company is also negotiating to
expand the pool of hotels that are subject to an existing agreement that allows
us to sell certain assets without a Marriott International management
agreement, and to revise the method for determining the number of hotels that
may be sold without a Marriott International management agreement or a
franchise agreement, in each case, without the payment of a termination fee.
There can be no assurance that the negotiations will be successful, that the
changes will be made in substantially the form described or that we will
receive the necessary consents to implement these changes.

                                      86


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Marriott International currently has the right to purchase up to 20 percent
of the Company's outstanding stock upon certain changes in control of Host
Marriott. In connection with the Company's negotiations with Marriott
International on changes to the management agreements, we are discussing
terminating this right and clarifying existing provisions in the management
agreements that currently limit the Company's ability to sell a hotel or the
company to a competitor of Marriott International.

   During December 2000, the newly created Joint Venture formed by Rockledge
and Marriott International acquired the partnership interests in two
partnerships that collectively own 120 limited service hotels for approximately
$372 million plus interest and legal fees (see Note 4). The Joint Venture
financed the acquisition with mezzanine indebtedness borrowed from Marriott
International and with cash and other assets contributed by Rockledge and
Marriott International. Rockledge and Marriott International each own a 50%
interest in the Joint Venture.

   As a result of the consolidation of Rockledge, we now have a controlling
interest in the entity Elcrisa S.A. de C.V. that owns two hotels located in
Mexico City, Mexico. Marriott International holds the remaining interest of
Elcrisa S.A. de C.V. and is the manager of the hotels.

   In 2001, the Company, as the lessee, paid to Marriott International $162
million in hotel management fees and $6 million in franchise fees. In 2000 and
1999, the fees were paid by Crestline and Wyndham, as the lessees, and totaled
$240 million and $218 million, respectively. In 2000 and 1999, the Company paid
to Marriott International $0.2 million and $0.3 million, respectively, in
guarantee fees pursuant to certain debt service guarantees provided by Marriott
International. No guarantee fees were paid in 2001. In 2001, 2000, and 1999,
the Company paid to Marriott International $2 million, $2 million, and $3
million, respectively, for certain administrative services and office
space.

15.  Hotel Management Agreements

   Of the Company's hotels, 101 are subject to management agreements under
which Marriott International or one of their subsidiaries manages the Company's
hotels, generally for an initial term of 15 to 20 years with renewal terms at
the option of Marriott International of up to an additional 16 to 30 years. The
agreements generally provide for payment of base management fees that are
generally 3 percent of sales and incentive management fees generally equal to
20% to 50% of operating profit (as defined in the agreements) over a priority
return (as defined) to the Company, with total incentive management fees not to
exceed 20% of cumulative operating profit, or 20% of current year operating
profit. In the event of early termination of the agreements, Marriott
International will receive additional fees based on the unexpired term and
expected future base and incentive management fees. The Company has the option
to terminate certain management agreements if specified performance thresholds
are not satisfied. No agreement with respect to a single lodging facility is
cross-collateralized or cross-defaulted to any other agreement and a single
agreement may be canceled under certain conditions, although such cancellation
will not trigger the cancellation of any other agreement.

   Pursuant to the terms of the agreements, Marriott International furnishes
the hotels with certain chain services which are generally provided on a
central or regional basis to all hotels in the Marriott International hotel
system. Chain services include central training, advertising and promotion, a
national reservation system, computerized payroll and accounting services, and
such additional services as needed which may be more efficiently performed on a
centralized basis. Costs and expenses incurred in providing such services are
required to be allocated among all domestic hotels managed, owned or leased by
Marriott International or its subsidiaries on a fair and equitable basis. In
addition, the Company's hotels also participate in the Marriott Rewards
program. The cost of this program is charged to all hotels in the Marriott
hotel system.


                                      87


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

   The Lessees are obligated to provide the manager with sufficient funds,
generally 5% of revenue, to cover the cost of (a) certain non-routine repairs
and maintenance to the hotels which are normally capitalized; and
(b) replacements and renewals to the hotels' property and improvements. Under
certain circumstances, the lessee will be required to establish escrow accounts
for such purposes under terms outlined in the agreements. To the extent the
lessee is not required to fund such amounts into escrow accounts, the lessee
remains liable to make such fundings in the future. As of December 31, 2001,
the Company is obligated under its management agreements to fund FF&E
requirements in excess of amounts placed in restricted cash accounts of $37
million.

   The Lessees assumed franchise agreements with Marriott International for 8
hotels. Pursuant to these franchise agreements, the Lessee generally pays a
franchise fee based on a percentage of room sales and food and beverage sales
as well as certain other fees for advertising and reservations. Franchise fees
for room sales vary from four to six percent of sales, while fees for food and
beverage sales vary from two to three percent of sales. The terms of the
franchise agreements are from 15 to 30 years.

   The Lessees hold management agreements with The Ritz-Carlton Hotel Company,
LLC ("Ritz-Carlton"), an affiliate of Marriott International, to manage ten of
the Company's hotels. These agreements have an initial term of 15 to 25 years
with renewal terms at the option of Ritz-Carlton of up to an additional 10 to
40 years. Base management fees vary from two to five percent of sales and
incentive management fees are generally equal to 20% of available cash flow or
operating profit, as defined in the agreements and funding of the contractual
amount is not required in the current year.

   The Lessees also hold management agreements with hotel management companies
other than Marriott International and Ritz-Carlton for 21 of the Company's
hotels (8 of which are franchised under the Marriott brand). These agreements
generally provide for an initial term of 10 to 20 years with renewal terms at
the option of either party or, in some cases, the hotel management company of
up to an additional one to 15 years. The agreements generally provide for
payment of base management fees equal to one to four percent of sales.
Seventeen of the 21 agreements also provide for incentive management fees
generally equal to 10 to 25 percent of available cash flow, operating profit,
or net operating income, as defined in the agreements.

16.  Relationship with Crestline Capital Corporation

   The Company and Crestline entered into various agreements in connection with
the conversion to a REIT in 1998.

  Distribution Agreement

   Crestline and the Company entered into a distribution agreement (the
"Distribution Agreement"), which provided for, among other things, (i) the
distribution of shares of Crestline; (ii) the division between Crestline and
the Company of certain assets and liabilities; (iii) the transfer to Crestline
of the 25% interest in the Swissotel management company acquired in the
Blackstone Acquisition and (iv) certain other agreements governing the
relationship between Crestline and the Company. Crestline also granted the
Company a contingent right to purchase Crestline's interest in Swissotel
Management (USA) L.L.C. at fair market value in the event the tax laws are
changed so that the Company could own such interest without jeopardizing its
status as a REIT.

   Subject to certain exceptions, the Distribution Agreement provides for,
among other things, assumptions of liabilities and cross-indemnities designed
to allocate to Crestline, effective as of the date of the distribution,
financial responsibilities for liabilities arising out of, or in connection
with, the business of the senior living communities.

   Crestline also had other agreements in connection with the distribution
related to asset management services as well as non-competition agreements.
These agreements were terminated effective January 1, 2001 in connection with
the acquisition of the Crestline Lessee Entities.

                                      88


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


17 .  Geographic and Business Segment Information

   The Company operates one business segment, hotel ownership. The Company's
hotels are primarily operated under the Marriott or Ritz-Carlton brands,
contain an average of approximately 475 rooms as of December 31, 2001, as well
as supply other amenities such as meeting space and banquet facilities; a
variety of restaurants and lounges; gift shops and swimming pools. They are
typically located in downtown, airport, suburban and resort areas throughout
the United States. As of December 31, 2000 and 1999, the Company's foreign
operations were limited to four Canadian hotel properties. Effective March 24,
2001, the Company purchased the 5% voting interest in Rockledge, and, as a
result, foreign operations of the Company included two properties in Mexico
City, Mexico. There were no intercompany sales between the foreign properties
and the Company. The following table presents revenues and long-lived assets
for each of the geographical areas in which the Company operates (in millions):


<TABLE>
<CAPTION>
                                               2001                2000                1999
                                        ------------------- ------------------- -------------------
                                                 Long-lived          Long-lived          Long-lived
                                        Revenues   Assets   Revenues   Assets   Revenues   Assets
                                        -------- ---------- -------- ---------- -------- ----------
<S>                                     <C>      <C>        <C>      <C>        <C>      <C>
United States..........................  $3,692    $6,800    $1,382    $6,991    $1,279    $6,987
International..........................      62       199        25       119        24       121
                                         ------    ------    ------    ------    ------    ------
   Total...............................  $3,754    $6,999    $1,407    $7,110    $1,303    $7,108
                                         ======    ======    ======    ======    ======    ======
</TABLE>


18.  Quarterly Financial Data (unaudited)


<TABLE>
<CAPTION>
                                                          2001
                                         --------------------------------------
                                          First  Second   Third  Fourth  Fiscal
                                         Quarter Quarter Quarter Quarter  Year
                                         ------- ------- ------- ------- ------
                                         (in millions, except per unit amounts)
<S>                                      <C>     <C>     <C>     <C>     <C>
Revenues................................  $ 869   $ 988   $ 848  $1,049  $3,754
Income (loss) before income taxes.......     43      67      (9)    (34)     67
Income (loss) before extraordinary items     40      55      (9)    (27)     59
Net income (loss).......................     40      55     (10)    (28)     57
Net income (loss) available to
  unitholders...........................     35      46     (19)    (37)     25
Basic earnings (loss) per unit:
   Income (loss) before extraordinary
     items..............................    .12     .16    (.06)   (.13)    .10
   Net income (loss)....................    .12     .16    (.07)   (.13)    .09
Diluted earnings (loss) per unit:
   Income (loss) before extraordinary
     items..............................    .12     .16    (.06)   (.13)    .10
   Net income (loss)....................    .12     .16    (.07)   (.13)    .09
                                                          2000
                                         --------------------------------------
                                          First  Second   Third  Fourth  Fiscal
                                         Quarter Quarter Quarter Quarter  Year
                                         ------- ------- ------- ------- ------
                                         (in millions, except per unit amounts)
Revenues................................  $ 175   $ 186   $ 227  $  819  $1,407
Income (loss) before income taxes.......    (73)    (64)    (17)    259     105
Income (loss) before extraordinary items    (74)    (66)    (21)    364     203
Net income (loss).......................    (69)    (68)    (21)    365     207
Net income (loss) available to
  unitholders...........................    (74)    (73)    (27)    361     187
Basic earnings (loss) per unit:
   Income (loss) before extraordinary
     items..............................   (.28)   (.26)   (.09)   1.26     .64
   Net income (loss)....................   (.26)   (.26)   (.09)   1.27     .66
Diluted earnings (loss) per unit:
Income (loss) before extraordinary items   (.28)   (.26)   (.09)   1.13     .63
Net income (loss).......................   (.26)   (.26)   (.09)   1.14     .65
</TABLE>


                                      89


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   During 2000, contingent rental revenue was deferred on the balance sheet
until certain revenue thresholds were realized. All contingent rental revenue
previously deferred was recognized and therefore has no impact on the full year
2000 revenues, net income, or earnings per share.

   For all years presented, the first three quarters consist of 12 weeks each
and the fourth quarter includes 16 weeks. The sum of the basic and diluted
earnings (loss) per common share for the four quarters in all years presented
differs from the annual earnings per unit due to the required method of
computing the weighted average number of units in the respective periods.

19.  Supplemental Guarantor and Non-Guarantor Subsidiary Information

   All subsidiaries of the Company guarantee the Senior Notes except those
owning 42 of the Company's full service hotels and HMH HPT RIBM LLC and HMH HPT
CBM LLC, the lessees of the Residence Inn and Courtyard properties,
respectively. The separate financial statements of each guaranteeing subsidiary
(each, a "Guarantor Subsidiary") are not presented because the Company's
management has concluded that such financial statements are not material to
investors. The guarantee of each Guarantor Subsidiary is full and unconditional
and joint and several and each Guarantor Subsidiary is a wholly owned
subsidiary of the Company.

   The following condensed combined consolidating financial information sets
forth the financial position as of December 31, 2001 and 2000 and results of
operations and cash flows for the three fiscal years in the period ended
December 31, 2001 of the parent, Guarantor Subsidiaries and the Non-Guarantor
Subsidiaries:

                                      90


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

         Supplemental Condensed Combined Consolidating Balance Sheets
                                 (in millions)

                               December 31, 2001


<TABLE>
<CAPTION>
                                                  Guarantor   Non-Guarantor
                                         Parent  Subsidiaries Subsidiaries  Eliminations Consolidated
                                         ------  ------------ ------------- ------------ ------------
<S>                                      <C>     <C>          <C>           <C>          <C>
Property and equipment, net............. $1,111     $2,135       $3,753       $    --       $6,999
Investments in affiliate................  2,651      2,004           --        (4,513)         142
Notes and other receivables.............    704         96          156          (902)          54
Rent receivable.........................      2         17           25           (44)          --
Due from manager........................     (5)         9          137            --          141
Other assets............................    118        210          256           (52)         532
Restricted cash.........................     22          3           89            --          114
Cash, cash equivalents and marketable
  securities............................    222         52           78            --          352
                                         ------     ------       ------       -------       ------
   Total assets......................... $4,825     $4,526       $4,494       $(5,511)      $8,334
                                         ======     ======       ======       =======       ======
Debt.................................... $2,545     $1,293       $2,532       $  (768)      $5,602
Convertible debt obligation to Host
  Marriott..............................    492         --           --            --          492
Other liabilities.......................     96        216          359          (230)         441
                                         ------     ------       ------       -------       ------
   Total liabilities....................  3,133      1,509        2,891          (998)       6,535
Minority interests......................      1         --          107            --          108
Limited partner interest of third
  parties at redemption value...........    194         --           --            --          194
Partners' capital.......................  1,497      3,017        1,496        (4,513)       1,497
                                         ------     ------       ------       -------       ------
   Total liabilities and partners'
     capital............................ $4,825     $4,526       $4,494       $(5,511)      $8,334
                                         ======     ======       ======       =======       ======
</TABLE>


                               December 31, 2000


<TABLE>
<CAPTION>
                                                 Guarantor   Non-Guarantor
                                         Parent Subsidiaries Subsidiaries  Eliminations Consolidated
                                         ------ ------------ ------------- ------------ ------------
<S>                                      <C>    <C>          <C>           <C>          <C>
Property and equipment, net............. $1,181    $2,253       $3,676       $    --       $7,110
Investments in affiliate................  2,550     1,947           --        (4,369)         129
Notes and other receivables.............    593        55          152          (589)         211
Rent receivable.........................     12        12           41            --           65
Other assets............................    122       155          222           (60)         439
Restricted cash.........................     14         6          105            --          125
Cash, cash equivalents and marketable
  securities............................    244        45           24            --          313
                                         ------    ------       ------       -------       ------
   Total assets......................... $4,716    $4,473       $4,220       $(5,018)      $8,391
                                         ======    ======       ======       =======       ======
Debt.................................... $2,250    $1,247       $2,259       $  (434)      $5,322
Convertible debt obligation to Host
  Marriott..............................    492        --           --            --          492
Other liabilities.......................    226       376          306          (215)         693
                                         ------    ------       ------       -------       ------
   Total liabilities....................  2,968     1,623        2,565          (649)       6,507
Minority interests......................      3        --          136            --          139
Limited partner interest of third
  parties at redemption value...........    823        --           --            --          823
Partners' capital.......................    922     2,850        1,519        (4,369)         922
                                         ------    ------       ------       -------       ------
   Total liabilities and partners'
     capital............................ $4,716    $4,473       $4,220       $(5,018)      $8,391
                                         ======    ======       ======       =======       ======
</TABLE>


                                      91


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

    Supplemental Condensed Combined Consolidating Statements of Operations
                                 (in millions)

                     Fiscal Year Ended December 31, 2001)


<TABLE>
<CAPTION>
                                                                       Non-
                                                       Guarantor    Guarantor
                                               Parent Subsidiaries Subsidiaries Eliminations Consolidated
                                               ------ ------------ ------------ ------------ ------------
<S>                                            <C>    <C>          <C>          <C>          <C>
REVENUES...................................... $ 212     $ 355       $ 4,216      $(1,029)     $(3,754)
Depreciation and amortization.................   (80)     (128)         (170)          --         (378)
Hotel operating expenses......................    --        --        (2,507)          --       (2,507)
Property-level expenses.......................   (42)      (68)         (172)          --         (282)
Rental expenses...............................    --        --        (1,029)       1,029           --
Minority interest.............................    (4)       --           (12)          --          (16)
Corporate expenses............................    (5)      (10)          (17)          --          (32)
Interest expense..............................  (212)     (118)         (215)          52         (493)
Interest income...............................    54        22            12          (52)          36
Net gains (losses) on property transactions...    13       (11)            4           --            6
Equity in earnings (losses) of affiliates.....   136        92            (4)        (221)           3
Other expenses................................    (9)       (8)           (7)          --          (24)
                                               -----     -----       -------      -------      -------
Income from continuing operations before taxes    63       126            99         (221)          67
Benefit (provision) for income taxes..........     1        (2)           (1)          (6)          (8)
                                               -----     -----       -------      -------      -------
INCOME BEFORE EXTRAORDINARY
  ITEM........................................    64       124            98         (227)          59
Extraordinary item--gain on extinguishment of
  debt (net of income taxes)..................    (1)       (1)           --           --           (2)
                                               -----     -----       -------      -------      -------
NET INCOME.................................... $  63     $ 123       $    98      $  (227)     $    57
                                               =====     =====       =======      =======      =======
</TABLE>


                      Fiscal Year Ended December 31, 2000


<TABLE>
<CAPTION>
                                                                       Non-
                                                       Guarantor    Guarantor
                                               Parent Subsidiaries Subsidiaries Eliminations Consolidated
                                               ------ ------------ ------------ ------------ ------------
<S>                                            <C>    <C>          <C>          <C>          <C>
REVENUES...................................... $ 260     $ 414        $ 733        $            $1,407
Depreciation and amortization.................   (69)     (106)        (156)          --          (331)
Property-level expenses.......................   (50)      (70)        (156)          --          (276)
Minority interest.............................    (7)       --          (20)          --           (27)
Corporate expenses............................    (7)      (13)         (22)          --           (42)
Interest expense..............................  (183)     (109)        (196)          22          (466)
Interest income...............................    38         7           17          (22)           40
Net gains on property transactions............     1         1            4           --             6
Equity in earnings (losses) of affiliates.....   144       211          (11)        (319)           25
Other expenses................................   (17)     (209)          (5)          --          (231)
                                               -----     -----        -----        -----        ------
Income from continuing operations before taxes   110       126          188         (319)          105
Benefit (provision) for income taxes..........    93         2            3           --            98
                                               -----     -----        -----        -----        ------
INCOME BEFORE EXTRAORDINARY
  ITEM........................................   203       128          191         (319)          203
Extraordinary item--gain on extinguishment of
  debt (net of income taxes)..................     4        --           --           --             4
                                               -----     -----        -----        -----        ------
NET INCOME.................................... $ 207     $ 128        $ 191        $(319)       $  207
                                               =====     =====        =====        =====        ======
</TABLE>


                                      92


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                      Fiscal Year Ended December 31, 1999


<TABLE>
<CAPTION>
                                                                           Non-
                                                           Guarantor    Guarantor
                                                   Parent Subsidiaries Subsidiaries Eliminations Consolidated
                                                   ------ ------------ ------------ ------------ ------------
<S>                                                <C>    <C>          <C>          <C>          <C>
REVENUES.......................................... $ 236     $ 387        $ 680        $  --        $1,303
Depreciation and amortization.....................   (60)      (94)        (139)          --          (293)
Property-level expenses...........................   (55)      (63)        (150)          --          (268)
Minority interest.................................    (5)       --          (16)          --           (21)
Corporate expenses................................    (5)      (11)         (18)          --           (34)
Interest expense..................................  (196)     (121)        (190)          38          (469)
Interest income...................................    44        20           13          (38)           39
Net gains on property transactions................    12        12            4           --            28
Equity in earnings (losses) of affiliates.........   331       200           (2)        (523)            6
Other expenses....................................   (35)      (10)          (6)          --           (51)
                                                   -----     -----        -----        -----        ------
Income from continuing operations before taxes....   267       320          176         (523)          240
Benefit for income taxes..........................     8         5            3           --            16
                                                   -----     -----        -----        -----        ------
INCOME BEFORE EXTRAORDINARY
  ITEM............................................   275       325          179         (523)          256
Extraordinary item--gain on extinguishment of debt
  (net of income taxes)...........................    10        --           19           --            29
                                                   -----     -----        -----        -----        ------
NET INCOME........................................ $ 285     $ 325        $ 198        $(523)       $  285
                                                   =====     =====        =====        =====        ======
</TABLE>


                                      93


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

    Supplemental Condensed Combined Consolidating Statements of Cash Flows
                                 (in millions)

                      Fiscal Year Ended December 31, 2001


<TABLE>
<CAPTION>
                                                                              Non-
                                                              Guarantor    Guarantor
                                                      Parent Subsidiaries Subsidiaries Consolidated
                                                      ------ ------------ ------------ ------------
<S>                                                   <C>    <C>          <C>          <C>
OPERATING ACTIVITIES
Cash from (used in) operations....................... $ 156     $ (90)       $ 215        $ 281
                                                      -----     -----        -----        -----
INVESTING ACTIVITIES
Proceeds from sales of assets........................    45        --           15           60
Capital expenditures.................................   (58)     (109)        (119)        (286)
Acquisitions.........................................   (63)       --           --          (63)
Other................................................    10        --           --           10
                                                      -----     -----        -----        -----
Cash used in investing activities....................   (66)     (109)        (104)        (279)
                                                      -----     -----        -----        -----
FINANCING ACTIVITIES
Repayment of debt....................................  (584)      (45)        (129)        (758)
Issuance of debt.....................................   866        94            8          968
Issuance of OP Units.................................     3        --           --            3
Issuance of preferred limited partner units..........   143        --           --          143
Distributions on common and preferred limited partner
  units..............................................  (326)       --           --         (326)
Transfer to/from Parent..............................  (234)      155           79           --
Other................................................    20         2          (15)           7
                                                      -----     -----        -----        -----
Cash (used in) from financing activities.............   (59)      172          (75)          38
                                                      -----     -----        -----        -----
INCREASE IN CASH AND CASH EQUIVALENTS................  (112)      206          (57)          37
CASH AND CASH EQUIVALENTS, beginning of year.........   244        45           24          313
                                                      -----     -----        -----        -----
CASH AND CASH EQUIVALENTS, end of year............... $ 222     $  52        $  78        $ 352
                                                      =====     =====        =====        =====
</TABLE>


                                      94


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                      Fiscal Year Ended December 31, 2000


<TABLE>
<CAPTION>
                                                                                    Non-
                                                                    Guarantor    Guarantor
                                                            Parent Subsidiaries Subsidiaries Consolidated
                                                            ------ ------------ ------------ ------------
<S>                                                         <C>    <C>          <C>          <C>
OPERATING ACTIVITIES
Cash from operations....................................... $ 116     $ 117        $ 301        $ 534
                                                            -----     -----        -----        -----
INVESTING ACTIVITIES
Capital expenditures.......................................   (82)     (149)        (148)        (379)
Acquisitions...............................................    --       (40)          --          (40)
Other......................................................   (29)       --           --          (29)
                                                            -----     -----        -----        -----
Cash used in investing activities..........................  (111)     (189)        (148)        (448)
                                                            -----     -----        -----        -----
FINANCING ACTIVITIES
Repayment of debt..........................................  (192)      (12)        (113)        (317)
Issuance of debt...........................................   451        --           89          540
Issuance of OP Units.......................................     4        --           --            4
Issuance of preferred limited partner units................    --        --           --           --
Distributions on common and preferred limited partner units  (260)       --           --         (260)
Redemption or repurchase of OP Units for cash..............   (47)       --           --          (47)
Repurchase of Convertible Preferred Securities.............   (15)       --           --          (15)
Cost of extinguishment of debt.............................    --        --           --           --
Transfer to/from Parent....................................   104        88         (192)          --
Other......................................................    (3)       (2)          50           45
                                                            -----     -----        -----        -----
Cash from (used in) financing activities...................    42        74         (166)         (50)
                                                            -----     -----        -----        -----
INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS..............................................    47         2          (13)          36
CASH AND CASH EQUIVALENTS, beginning of year...............   197        43           37          277
                                                            -----     -----        -----        -----
CASH AND CASH EQUIVALENTS, end of year..................... $ 244     $  45        $  24        $ 313
                                                            =====     =====        =====        =====
</TABLE>


                                      95


<PAGE>

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

                      Fiscal Year Ended December 31, 1999


<TABLE>
<CAPTION>
                                                                              Non-
                                                              Guarantor    Guarantor
                                                      Parent Subsidiaries Subsidiaries Consolidated
                                                      ------ ------------ ------------ ------------
<S>                                                   <C>    <C>          <C>          <C>
OPERATING ACTIVITIES
Cash from operations................................. $  46     $ 111       $   203      $   360
                                                      -----     -----       -------      -------
INVESTING ACTIVITIES
Proceeds from sales of assets........................     3       192            --          195
Capital expenditures.................................   (68)     (168)         (125)        (361)
Acquisitions.........................................    (3)       (5)          (21)         (29)
Other................................................    19        --            --           19
                                                      -----     -----       -------      -------
Cash (used in) from investing activities.............   (49)       19          (146)        (176)
                                                      -----     -----       -------      -------
FINANCING ACTIVITIES
Repayment of debt....................................  (229)     (186)       (1,016)      (1,431)
Issuance of debt.....................................   290        23         1,032        1,345
Issuance of OP Units.................................     5        --            --            5
Issuance of preferred limited partner units..........   196        --            --          196
Distributions on common and preferred limited partner
  units..............................................  (260)       --            --         (260)
Redemption or repurchase of OP Units for cash........   (54)       --            --          (54)
Repurchase of Convertible Preferred Securities.......   (36)       --            --          (36)
Cost of extinguishment of debt.......................    (2)       --            --           (2)
Transfer to/from Parent..............................    40        60          (100)          --
Other................................................   (79)      (25)           (2)        (106)
                                                      -----     -----       -------      -------
Cash used in financing activities....................  (129)     (128)          (86)        (343)
                                                      -----     -----       -------      -------
(DECREASE) INCREASE IN CASH AND CASH
  EQUIVALENTS........................................  (132)        2           (29)        (159)
CASH AND CASH EQUIVALENTS, beginning of year.........   329        41            66          436
                                                      -----     -----       -------      -------
CASH AND CASH EQUIVALENTS, end of year............... $ 197     $  43       $    37      $   277
                                                      =====     =====       =======      =======
</TABLE>



                                      96


<PAGE>

                      CCHP I CORPORATION AND SUBSIDIAIRES

                       CONSOLIDATED FINANCIAL STATEMENTS

                    December 29, 2000 and December 31, 1999

              With Independent Public Accountants' Report Thereon



                                      97


<PAGE>

 
                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To CCHP I Corporation:

   We have audited the accompanying consolidated balance sheets of CCHP I
Corporation and its subsidiaries (a Delaware corporation) as of December 29,
2000 and December 31, 1999, and the related consolidated statements of
operations, shareholder's equity and cash flows for the fiscal years ended
December 29, 2000 and December 31, 1999. These consolidated financial
statements are the responsibility of CCHP I Corporation's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audits 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CCHP I
Corporation and its subsidiaries as of December 29, 2000 and December 31, 1999
and the results of their operations and their cash flows for the fiscal years
then ended in conformity with accounting principles generally accepted in the
United States.

                                          ARTHUR ANDERSEN LLP

Vienna, Virginia
February 23, 2001


                                      98


<PAGE>

                      CCHP I CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                 As of December 29, 2000 and December 31, 1999
                       (in thousands, except share data)


<TABLE>
<CAPTION>
                                                             2000    1999
                                                            ------- -------
    <S>                                                     <C>     <C>
                            ASSETS
    Current assets
       Cash and cash equivalents........................... $ 4,849 $ 9,467
       Due from hotel managers.............................   5,862   3,890
       Due from Crestline..................................     682      --
       Other current assets................................      62      --
                                                            ------- -------
                                                             11,455  13,357
    Hotel working capital..................................  26,011  26,011
                                                            ------- -------
                                                            $37,466 $39,368
                                                            ======= =======
             LIABILITIES AND SHAREHOLDER'S EQUITY
    Current liabilities
       Lease payable to Host Marriott...................... $ 5,252 $ 5,792
       Due to hotel managers...............................   4,138   3,334
       Other current liabilities...........................     500      --
                                                            ------- -------
                                                              9,890   9,126
    Hotel working capital notes payable to Host Marriott...  26,011  26,011
    Deferred income taxes..................................   1,565   1,027
                                                            ------- -------
       Total liabilities...................................  37,466  36,164
                                                            ------- -------
    Shareholder's equity
       Common stock (100 shares issued at $1.00 par value).      --      --
       Retained earnings...................................      --   3,204
                                                            ------- -------
           Total shareholder's equity......................      --   3,204
                                                            ------- -------
                                                            $37,466 $39,368
                                                            ======= =======
</TABLE>



                See Notes to Consolidated Financial Statements.

                                      99


<PAGE>

                      CCHP I CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

          Fiscal Years Ended December 29, 2000 and December 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                                            2000      1999
                                                          --------  --------
  <S>                                                     <C>       <C>
  REVENUES
     Rooms............................................... $624,314  $585,381
     Food and beverage...................................  289,577   277,684
     Other...............................................   63,848    65,069
                                                          --------  --------
         Total revenues..................................  977,739   928,134
                                                          --------  --------
  OPERATING COSTS AND EXPENSES
  Property-level operating costs and expenses
     Rooms...............................................  148,482   141,898
     Food and beverage...................................  218,802   211,964
     Other...............................................  254,248   241,996
  Other operating costs and expenses
     Lease expense to Host Marriott......................  296,664   276,058
     Management fees.....................................   47,172    40,659
                                                          --------  --------
         Total operating costs and expenses..............  965,368   912,575
                                                          --------  --------
  OPERATING PROFIT BEFORE CORPORATE EXPENSES AND INTEREST   12,371    15,559
  Corporate expenses.....................................   (1,224)   (1,367)
  Interest expense.......................................   (1,332)   (1,585)
  Interest income........................................      334        --
                                                          --------  --------
  INCOME BEFORE INCOME TAXES.............................   10,149    12,607
  Provision for income taxes.............................   (4,289)   (5,169)
                                                          --------  --------
  NET INCOME............................................. $  5,860  $  7,438
                                                          ========  ========
</TABLE>



                See Notes to Consolidated Financial Statements.

                                      100


<PAGE>

                      CCHP I CORPORATION AND SUBSIDIAIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

          Fiscal Years Ended December 29, 2000 and December 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                         Common Retained
                                         Stock  Earnings  Total
                                         ------ -------- -------
              <S>                        <C>    <C>      <C>
              Balance, January 1, 1999..  $ --  $    --  $    --
                 Dividend to Crestline..    --   (4,234)  (4,234)
                 Net income.............    --    7,438    7,438
                                          ----  -------  -------
              Balance, December 31, 1999    --    3,204    3,204
                 Dividend to Crestline..    --   (9,064)  (9,064)
                 Net income.............    --    5,860    5,860
                                          ----  -------  -------
              Balance, December 29, 2000  $ --  $    --  $    --
                                          ====  =======  =======
</TABLE>




                See Notes to Consolidated Financial Statements.

                                      101


<PAGE>

                      CCHP I CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

          Fiscal Years Ended December 29, 2000 and December 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                                         2000     1999
                                                        -------  -------
       <S>                                              <C>      <C>
       OPERATING ACTIVITIES
       Net income...................................... $ 5,860  $ 7,438
       Change in amounts due from hotel managers.......  (1,972)    (678)
       Change in lease payable to Host Marriott........    (540)   5,792
       Changes in amounts due to hotel managers........     804    1,149
       Changes in other operating accounts.............     294       --
                                                        -------  -------
          Cash from operations.........................   4,446   13,701
                                                        -------  -------
       FINANCING ACTIVITIES
       Dividend to Crestline...........................  (9,064)  (4,234)
                                                        -------  -------
       Increase (decrease) in cash and cash equivalents  (4,618)   9,467
       Cash and cash equivalents, beginning of year....   9,467       --
                                                        -------  -------
       Cash and cash equivalents, end of year.......... $ 4,849  $ 9,467
                                                        =======  =======
</TABLE>




                See Notes to Consolidated Financial Statements.

                                      102


<PAGE>

                      CCHP I CORPORATION AND SUBSIDIARIES


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  Summary of Significant Accounting Policies

  Organization

   CCHP I Corporation (the ''Company'') was incorporated in the state of
Delaware on November 23, 1998 as a wholly owned subsidiary of Crestline Capital
Corporation (''Crestline''). On December 29, 1998, Crestline became a publicly
traded company when Host Marriott Corporation (''Host Marriott'') completed its
plan of reorganizing its business operations by spinning-off Crestline to the
shareholders of Host Marriott as part of a series of transactions pursuant to
which Host Marriott converted into a real estate investment trust (''REIT'').

   On December 31, 1998, wholly owned subsidiaries of the Company (the ''Tenant
Subsidiaries'') entered into lease agreements with Host Marriott to lease 35 of
Host Marriott's full-service hotels with the existing management agreements of
the leased hotels assigned to the Tenant Subsidiaries. As of December 29, 2000,
the Company leased 34 full-service hotels from Host Marriott.

   The Company operates as a unit of Crestline, utilizing Crestline's
employees, insurance and administrative services since the Company does not
have any employees. Certain direct expenses are paid by Crestline and charged
directly or allocated to the Company. Certain general and administrative costs
of Crestline are allocated to the Company, using a variety of methods,
principally including Crestline's specific identification of individual costs
and otherwise through allocations based upon estimated levels of effort devoted
by general and administrative departments to the Company or relative measures
of the size of the Company based on revenues. In the opinion of management, the
methods for allocating general and administrative expenses and other direct
costs are reasonable.

  Principles of Consolidation

   The consolidated financial statements include the accounts of the Company
and its subsidiaries. All material intercompany transactions and balances
between the Company and its subsidiaries have been eliminated.

  Fiscal Year

   The Company's fiscal year ends on the Friday nearest December 31.

  Cash and Cash Equivalents

   The Company considers all highly liquid investments with a maturity of three
months or less at date of purchase as cash equivalents.

  Revenues

   The Company records the gross property-level revenues generated by the
hotels as revenues.

  Use of Estimates in the Preparation of Financial Statements

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires 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 revenues and expenses
during the reporting period. Actual results could differ from those estimates.

                                      103


<PAGE>

                      CCHP I CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Note 2.  Leases

   Future minimum annual rental commitments for all non-cancelable leases as of
December 29, 2000 are as follows (in thousands):


<TABLE>
                   <S>                              <C>
                   2001............................ $182,432
                   2002............................  175,108
                   2003............................  174,099
                   2004............................  159,082
                   2005............................  159,082
                   Thereafter......................   24,014
                                                    --------
                      Total minimum lease payments. $873,817
                                                    ========
</TABLE>


   Lease expense for the fiscal years 2000 and 1999 consisted of the following
(in thousands):


<TABLE>
<CAPTION>
                                         2000     1999
                                       -------- --------
                       <S>             <C>      <C>
                       Base rent...... $177,405 $167,996
                       Percentage rent  119,259  108,062
                                       -------- --------
                                       $296,664 $276,058
                                       ======== ========
</TABLE>


  Hotel Leases

   The Tenant Subsidiaries entered into leases with Host Marriott effective
January 1, 1999 for 35 full-service hotels. See Note 6 for a discussion of the
sale of all but one of the full-service hotel leases in 2001.

   Each hotel lease had an initial term generally ranging from three to seven
years. The Tenant Subsidiaries were required to pay the greater of (i) a
minimum rent specified in each hotel lease or (ii) a percentage rent based upon
a specified percentage of aggregate revenues from the hotel, including room
revenues, food and beverage revenues, and other income, in excess of specified
thresholds. The amount of minimum rent is increased each year based upon 50% of
the increase in CPI during the previous twelve months. Percentage rent
thresholds are increased each year based on a blend of the increases in CPI and
the Employment Cost Index during the previous twelve months. The hotel leases
generally provided for a rent adjustment in the event of damage, destruction,
partial taking or certain capital expenditures.

   The Tenant Subsidiaries were responsible for paying all of the expenses of
operating the hotels, including all personnel costs, utility costs, and general
repair and maintenance of the hotels. In addition, the Tenant Subsidiaries were
responsible for all fees payable to the hotel manager, including base and
incentive management fees, chain services payments and franchise or system
fees. Host Marriott was responsible for real estate and personal property
taxes, property casualty insurance, equipment rent, ground lease rent,
maintaining a reserve fund for FF&E replacements and capital expenditures.

   For those hotels where Marriott International is the manager, it had a
noneconomic membership interest with certain limited voting rights in the
Tenant Subsidiaries.

  FF&E Leases

   Prior to entering into the hotel leases, if the average tax basis of a
hotel's FF&E and other personal property exceeded 15% of the aggregate average
tax basis of the hotel's real and personal property (the ''Excess FF&E''),

                                      104


<PAGE>

                      CCHP I CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

the Tenant Subsidiaries and affiliates of Host Marriott entered into lease
agreements (the ''FF&E Leases'') for the Excess FF&E. The terms of the FF&E
Leases generally ranged from two to three years and rent under the FF&E Leases
was a fixed amount.

  Guaranty and Pooling Agreement

   In connection with entering into the hotel leases, the Company, Crestline
and Host Marriott, entered into a pool guarantee and a pooling and security
agreement by which the Company provided a full guarantee and Crestline provided
a limited guarantee of all of the hotel lease obligations.

   The cumulative limit of Crestline's guarantee obligation was the greater of
ten percent of the aggregate rent payable for the immediately preceding fiscal
year under all of the Company's hotel leases or ten percent of the aggregate
rent payable under all of the Company's hotel leases for 1999. In the event
that Crestline's obligation under the pooling and guarantee agreement was
reduced to zero, the Company could terminate the agreement and Host Marriott
could terminate the Company's hotel leases without penalty.

   All of the Company's leases were cross-defaulted and the Company's
obligations under the guaranty were secured by all the funds received from its
Tenant Subsidiaries.

Note 3.  Working Capital Notes

   Upon the commencement of the hotel leases, the Company purchased the working
capital of the leased hotels from Host Marriott for $26,832,000 with the
purchase price evidenced by notes that bear interest at 5.12%. Interest on each
note is due simultaneously with the rent payment of each hotel lease. The
principal amount of each note is due upon the termination of each hotel lease.
See Note 6 for a discussion of the repayment of all but one of the hotel
working notes in 2001. As of December 29, 2000, the outstanding balance of the
working capital notes was $26,011,000.

   Debt maturities at December 29, 2000 are as follows (in thousands):


<TABLE>
                                  <S>  <C>
                                  2001 $ 1,340
                                  2002      --
                                  2003   3,005
                                  2004      --
                                  2005  21,666
                                       -------
                                       $26,011
                                       =======
</TABLE>


   Cash paid for interest expense in 2000 and 1999 totaled $1,351,000 and
$1,463,000, respectively.

Note 4.  Management Agreements

   All of the Company's hotels are operated by hotel management companies under
long-term hotel management agreements between Host Marriott and hotel
management companies. The existing management agreements were assigned to the
Tenant Subsidiaries upon the execution of the hotel leases for the term of each
corresponding hotel lease. See Note 6 for a discussion of the transfer of all
of the management contracts to Host Marriott in 2001.

                                      105


<PAGE>

   The Tenant Subsidiaries were obligated to perform all of the obligations of
Host Marriott under the hotel management agreements including payment of fees
due under the management agreements other than certain obligations including
payment of property taxes, property casualty insurance and ground rent,
maintaining a reserve fund for FF&E replacements and capital expenditures for
which Host Marriott retained responsibility.

   Marriott International manages 30 of the 34 hotels under long-term
management agreements. The remaining four hotels are managed by other hotel
management companies. The management agreements generally provide for payment
of base management fees equal to one to four percent of revenues and incentive
management fees generally equal to 20% to 50% of Operating Profit (as defined
in the management agreements) over a priority return (as defined) to the Tenant
Subsidiaries, with total incentive management fees not to exceed 20% of
cumulative Operating Profit, or 20% of current year Operating Profit.

Note 5.  Income Taxes

   The Company is included in the consolidated Federal income tax return of
Crestline and its affiliates (the ''Group''). Tax expense is allocated to the
Company as a member of the Group based upon the relative contribution to the
Group's consolidated taxable income/loss and changes in temporary differences.
This allocation method results in Federal, state and Canadian tax expense
allocated for the period presented that is substantially equal to the expense
that would have been recognized if the Company had filed separate tax returns.

   The provision for income taxes for the fiscal years 2000 and 1999 consists
of the following (in thousands):


<TABLE>
<CAPTION>
                                       2000   1999
                                      ------ ------
                             <S>      <C>    <C>
                             Current. $3,945 $4,142
                             Deferred    344  1,027
                                      ------ ------
                                      $4,289 $5,169
                                      ====== ======
</TABLE>


   The significant difference between the Company's effective income tax rate
and the Federal state tax rate is attributable to the state and Canadian tax
rates.

   As of December 29, 2000 and December 31, 1999, the Company had no deferred
tax assets. The tax effect of the temporary difference that gives rise to the
Company's deferred tax liability is generally attributable to the hotel working
capital.

Note 6.  Subsequent Event

   On December 17, 1999, the Work Incentives Improvement Act was passed which
contained certain tax provisions related to REITs commonly known as the REIT
Modernization Act (''RMA''). Under the RMA, beginning on January 1, 2001, REITs
could lease hotels to a ''taxable subsidiary'' if the hotel is operated and
managed on behalf of such subsidiary by an independent third party. This law
enabled Host Marriott, beginning January 2001, to lease its hotels to a taxable
subsidiary. Under the terms of the Company's full-service hotel leases, Host
Marriott, at its sole discretion, could purchase the full-service hotel leases
for a price equal to the fair market value of the Company's leasehold interest
in the leases based upon an agreed upon formula in the leases.

   On November 13, 2000, Crestline, the Company and the Tenant Subsidiaries
entered into an agreement with a subsidiary of Host Marriott for the purchase
and sale of Tenant Subsidiaries' leasehold interests in the full-service
hotels. The purchase and sale transaction would generally transfer ownership of
the Tenant Subsidiaries owned by the Company to a subsidiary of Host Marriott
for a total consideration of $32.6 million in cash. On January 10, 2001, upon
the receipt of all required consents, the purchase and sale transaction was
completed for $28.2 million, which reflects the deferral of the sale of one of
the leases for $4.4 million. The Company

                                      106


<PAGE>

                      CCHP I CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

recognized a pre-tax gain on the transaction of approximately $28 million in
the first quarter of 2001, net of transaction costs. The effective date of the
transaction was January 1, 2001.

   In connection with the sale of the Tenant Subsidiaries, the hotel working
capital notes for all but one of the full-service hotels were repaid.
Accordingly, the Company's remaining hotel working capital notes payable to
Host Marriott after the sale of the Tenant Subsidiaries on January 10, 2001
totaled $2,003,000.

                                      107


<PAGE>

                     CCHP II CORPORATION AND SUBSIDIAIRES

                       CONSOLIDATED FINANCIAL STATEMENTS

                    December 29, 2000 and December 31, 1999

              With Independent Public Accountants' Report Thereon




                                      108


<PAGE>

 
                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To CCHP II Corporation:

   We have audited the accompanying consolidated balance sheets of CCHP II
Corporation and its subsidiaries (a Delaware corporation) as of December 29,
2000 and December 31, 1999, and the related consolidated statements of
operations, shareholder's equity and cash flows for the fiscal years ended
December 29, 2000 and December 31, 1999. These consolidated financial
statements are the responsibility of CCHP II Corporation's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audits 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CCHP II
Corporation and its subsidiaries as of December 29, 2000 and December 31, 1999
and the results of their operations and their cash flows for the fiscal years
then ended in conformity with accounting principles generally accepted in the
United States.

                                          ARTHUR ANDERSEN LLP

Vienna, Virginia
February 23, 2001


                                      109


<PAGE>

                     CCHP II CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                 As of December 29, 2000 and December 31, 1999
                       (in thousands, except share data)


<TABLE>
<CAPTION>
                                                             2000    1999
                                                            ------- -------
    <S>                                                     <C>     <C>
                            ASSETS
    Current assets
       Cash and cash equivalents........................... $ 4,867 $ 8,856
       Due from hotel managers.............................  13,029  10,280
       Due from Crestline..................................     105      --
       Other current assets................................   1,023      --
                                                            ------- -------
                                                             19,024  19,136
    Hotel working capital..................................  18,090  18,090
                                                            ------- -------
                                                            $37,114 $37,226
                                                            ======= =======
             LIABILITIES AND SHAREHOLDER'S EQUITY
    Current liabilities
       Lease payable to Host Marriott...................... $15,565 $16,197
       Due to hotel managers...............................   2,085     958
       Due to Crestline....................................      --     288
                                                            ------- -------
                                                             17,650  17,443
    Hotel working capital notes payable to Host Marriott...  18,090  18,090
    Deferred income taxes..................................   1,374     996
                                                            ------- -------
       Total liabilities...................................  37,114  36,529
                                                            ------- -------
    Shareholder's equity
       Common stock (100 shares issued at $1.00 par value).      --      --
       Retained earnings...................................      --     697
                                                            ------- -------
           Total shareholder's equity......................      --     697
                                                            ------- -------
                                                            $37,114 $37,226
                                                            ======= =======
</TABLE>



                See Notes to Consolidated Financial Statements.

                                      110


<PAGE>

                     CCHP II CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

          Fiscal Years Ended December 29, 2000 and December 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                                           2000        1999
                                                        ----------  ----------
<S>                                                     <C>         <C>
REVENUES
   Rooms............................................... $  689,406  $  646,624
   Food and beverage...................................    335,607     306,320
   Other...............................................     66,971      64,876
                                                        ----------  ----------
       Total revenues..................................  1,091,984   1,017,820
                                                        ----------  ----------
OPERATING COSTS AND EXPENSES
   Property-level operating costs and expenses
   Rooms...............................................    167,839     158,279
   Food and beverage...................................    249,087     230,001
   Other...............................................    244,590     231,668
Other operating costs and expenses
   Lease expense to Host Marriott......................    337,643     312,112
   Management fees.....................................     75,268      66,672
                                                        ----------  ----------
       Total operating costs and expenses..............  1,074,427     998,732
                                                        ----------  ----------
OPERATING PROFIT BEFORE CORPORATE EXPENSES AND INTEREST     17,557      19,088
Corporate expenses.....................................     (1,372)     (1,499)
Interest expense.......................................       (926)       (928)
Interest income........................................        536          --
                                                        ----------  ----------
INCOME BEFORE INCOME TAXES.............................     15,795      16,661
Provision for income taxes.............................     (6,529)     (6,831)
                                                        ----------  ----------
NET INCOME............................................. $    9,266  $    9,830
                                                        ==========  ==========
</TABLE>



                See Notes to Consolidated Financial Statements.

                                      111


<PAGE>

                     CCHP II CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

          Fiscal Years Ended December 29, 2000 and December 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                         Common Retained
                                         Stock  Earnings  Total
                                         ------ -------- -------
              <S>                        <C>    <C>      <C>
              Balance, January 1, 1999..  $ --  $    --  $    --
                 Dividend to Crestline..    --   (9,133)  (9,133)
                 Net income.............    --    9,830    9,830
                                          ----  -------  -------
              Balance, December 31, 1999    --      697      697
                 Dividend to Crestline..    --   (9,963)  (9,963)
                 Net income.............    --    9,266    9,266
                                          ----  -------  -------
              Balance, December 29, 2000  $ --  $    --  $    --
                                          ====  =======  =======
</TABLE>




                See Notes to Consolidated Financial Statements.

                                      112


<PAGE>

                     CCHP II CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

          Fiscal Years Ended December 29, 2000 and December 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                                         2000     1999
                                                        -------  -------
       <S>                                              <C>      <C>
       OPERATING ACTIVITIES
       Net income...................................... $ 9,266  $ 9,830
       Change in amounts due from hotel managers.......  (2,749)  (9,322)
       Change in lease payable to Host Marriott........    (632)  16,197
       Change in amounts due to hotel managers.........   1,127       --
       Changes in other operating accounts.............  (1,038)   1,284
                                                        -------  -------
          Cash from operations.........................   5,974   17,989
                                                        -------  -------
       FINANCING ACTIVITIES
       Dividend to Crestline...........................  (9,963)  (9,133)
                                                        -------  -------
       Increase (decrease) in cash and cash equivalents  (3,989)   8,856
       Cash and cash equivalents, beginning of year....   8,856       --
                                                        -------  -------
       Cash and cash equivalents, end of year.......... $ 4,867  $ 8,856
                                                        =======  =======
</TABLE>




                See Notes to Consolidated Financial Statements.

                                      113


<PAGE>

                     CCHP II CORPORATION AND SUBSIDIARIES


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Note 1.  Summary of Significant Accounting Policies

  Organization

   CCHP II Corporation (the ''Company'') was incorporated in the state of
Delaware on November 23, 1998 as a wholly owned subsidiary of Crestline Capital
Corporation (''Crestline''). On December 29, 1998, Crestline became a publicly
traded company when Host Marriott Corporation (''Host Marriott'') completed its
plan of reorganizing its business operations by spinning-off Crestline to the
shareholders of Host Marriott as part of a series of transactions pursuant to
which Host Marriott converted into a real estate investment trust (''REIT'').

   On December 31, 1998, wholly owned subsidiaries of the Company (the ''Tenant
Subsidiaries'') entered into lease agreements with Host Marriott to lease 28 of
Host Marriott's full-service hotels with the existing management agreements of
the leased hotels assigned to the Tenant Subsidiaries. As of December 29, 2000,
the Company leased 28 full-service hotels from Host Marriott.

   The Company operates as a unit of Crestline, utilizing Crestline's
employees, insurance and administrative services since the Company does not
have any employees. Certain direct expenses are paid by Crestline and charged
directly or allocated to the Company. Certain general and administrative costs
of Crestline are allocated to the Company, using a variety of methods,
principally including Crestline's specific identification of individual costs
and otherwise through allocations based upon estimated levels of effort devoted
by general and administrative departments to the Company or relative measures
of the size of the Company based on revenues. In the opinion of management, the
methods for allocating general and administrative expenses and other direct
costs are reasonable.

  Principles of Consolidation

   The consolidated financial statements include the accounts of the Company
and its subsidiaries. All material intercompany transactions and balances
between the Company and its subsidiaries have been eliminated.

  Fiscal Year

   The Company's fiscal year ends on the Friday nearest December 31.

  Cash and Cash Equivalents

   The Company considers all highly liquid investments with a maturity of three
months or less at date of purchase as cash equivalents.

  Revenues

   The Company records the gross property-level revenues generated by the
hotels as revenues.

  Use of Estimates in the Preparation of Financial Statements

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires 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 revenues and expenses
during the reporting period. Actual results could differ from those estimates.

                                      114


<PAGE>

                     CCHP II CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)



Note 2.      Leases

   Future minimum annual rental commitments for all non-cancelable leases as of
December 29, 2000 are as follows (in thousands):


<TABLE>
                    <S>                          <C>
                    2001........................ $  174,747
                    2002........................    174,747
                    2003........................    174,747
                    2004........................    174,747
                    2005........................    174,747
                    Thereafter..................    174,746
                                                 ----------
                    Total minimum lease payments $1,048,481
                                                 ==========
</TABLE>


   Lease expense for the fiscal years 2000 and 1999 consisted of the following
(in thousands):


<TABLE>
<CAPTION>
                                         2000     1999
                                       -------- --------
                       <S>             <C>      <C>
                       Base rent...... $173,247 $167,755
                       Percentage rent  164,396  144,357
                                       -------- --------
                                       $337,643 $312,112
                                       ======== ========
</TABLE>


  Hotel Leases

   The Tenant Subsidiaries entered into leases with Host Marriott effective
January 1, 1999 for 28 full-service hotels. See Note 6 for a discussion of the
sale of all of the full-service hotel leases in 2001.

   Each hotel lease had an initial term of eight years. The Tenant Subsidiaries
were required to pay the greater of (i) a minimum rent specified in each hotel
lease or (ii) a percentage rent based upon a specified percentage of aggregate
revenues from the hotel, including room revenues, food and beverage revenues,
and other income, in excess of specified thresholds. The amount of minimum rent
is increased each year based upon 50% of the increase in CPI during the
previous twelve months. Percentage rent thresholds are increased each year
based on a blend of the increases in CPI and the Employment Cost Index during
the previous twelve months. The hotel leases generally provide for a rent
adjustment in the event of damage, destruction, partial taking or certain
capital expenditures.

   The Tenant Subsidiaries were responsible for paying all of the expenses of
operating the hotels, including all personnel costs, utility costs, and general
repair and maintenance of the hotels. In addition, the Tenant Subsidiaries were
responsible for all fees payable to the hotel manager, including base and
incentive management fees, chain services payments and franchise or system
fees. Host Marriott was responsible for real estate and personal property
taxes, property casualty insurance, equipment rent, ground lease rent,
maintaining a reserve fund for FF&E replacements and capital expenditures.

   For those hotels where Marriott International is the manager, it had a
noneconomic membership interest with certain limited voting rights in the
Tenant Subsidiaries.

  FF&E Leases

   Prior to entering into the hotel leases, if the average tax basis of a
hotel's FF&E and other personal property exceeded 15% of the aggregate average
tax basis of the hotel's real and personal property (the ''Excess FF&E''), the
Tenant Subsidiaries and affiliates of Host Marriott entered into lease
agreements (the ''FF&E Leases'') for the Excess FF&E. The terms of the FF&E
Leases generally ranged from two to three years and rent under the FF&E Leases
was a fixed amount.

                                      115


<PAGE>

                     CCHP II CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)



  Guaranty and Pooling Agreement

   In connection with entering into the hotel leases, the Company, Crestline
and Host Marriott, entered into a pool guarantee and a pooling and security
agreement by which the Company provided a full guarantee and Crestline provided
a limited guarantee of all of the hotel lease obligations.

   The cumulative limit of Crestline's guarantee obligation was the greater of
ten percent of the aggregate rent payable for the immediately preceding fiscal
year under all of the Company's hotel leases or ten percent of the aggregate
rent payable under all of the Company's hotel leases for 1999. In the event
that Crestline's obligation under the pooling and guarantee agreement was
reduced to zero, the Company could terminate the agreement and Host Marriott
could terminate the Company's hotel leases without penalty.

   All of the Company's leases were cross-defaulted and the Company's
obligations under the guaranty were secured by all the funds received from its
Tenant Subsidiaries.

Note 3.  Working Capital Notes

   Upon the commencement of the hotel leases, the Company purchased the working
capital of the leased hotels from Host Marriott for $18,090,000 with the
purchase price evidenced by notes that bear interest at 5.12%. Interest on each
note is due simultaneously with the rent payment of each hotel lease. The
principal amount of each note is due upon the termination of each hotel lease.
See Note 6 for a discussion of the repayment of all of the hotel working
capital notes in 2001. As of December 29, 2000, the outstanding balance of the
working capital notes was $18,090,000, which mature in 2006. Cash paid for
interest expense in 2000 and 1999 totaled $926,000 and $856,000, respectively.

Note 4.  Management Agreements

   All of the Company's hotels are operated by hotel management companies under
long-term hotel management agreements between Host Marriott and hotel
management companies. The existing management agreements were assigned to the
Tenant Subsidiaries upon the execution of the hotel leases for the term of each
corresponding hotel lease. See Note 6 for a discussion of the transfer of all
of the management agreements to Host Marriott in 2001.

   The Tenant Subsidiaries were obligated to perform all of the obligations of
Host Marriott under the hotel management agreements including payment of fees
due under the management agreements other than certain obligations including
payment of property taxes, property casualty insurance and ground rent,
maintaining a reserve fund for FF&E replacements and capital expenditures for
which Host Marriott retained responsibility.

   Marriott International manages 23 of the 28 hotels under long-term
management agreements. The Company's remaining five hotels are managed by other
hotel management companies. The management agreements generally provide for
payment of base management fees equal to one to four percent of revenues and
incentive management fees generally equal to 20% to 50% of Operating Profit (as
defined in the management agreements) over a priority return (as defined) to
the Tenant Subsidiaries, with total incentive management fees not to exceed 20%
of cumulative Operating Profit, or 20% of current year Operating Profit.

Note 5.  Income Taxes

   The Company is included in the consolidated Federal income tax return of
Crestline and its affiliates (the ''Group''). Tax expense is allocated to the
Company as a member of the Group based upon the relative contribution to the
Group's consolidated taxable income/loss and changes in temporary differences.
This

                                      116


<PAGE>

                     CCHP II CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


allocation method results in Federal, state and Canadian tax expense allocated
for the period presented that is substantially equal to the expense that would
have been recognized if the Company had filed separate tax returns.

   The provision for income taxes for the fiscal years 2000 and 1999 consists
of the following (in thousands):


<TABLE>
<CAPTION>
                                       2000   1999
                                      ------ ------
                             <S>      <C>    <C>
                             Current. $5,904 $5,835
                             Deferred    625    996
                                      ------ ------
                                      $6,529 $6,831
                                      ====== ======
</TABLE>


   The significant difference between the Company's effective income tax rate
and the Federal statutory tax rate is attributable to the state and Canadian
tax rates.

   As of December 29, 2000 and December 31, 1999, the Company had no deferred
tax assets. The tax effect of the temporary differences that gives rise to the
Company's federal deferred tax liability is generally attributable to the hotel
working capital.

Note 6.  Subsequent Event

   On December 17, 1999, the Work Incentives Improvement Act was passed which
contained certain tax provisions related to REITs commonly known as the REIT
Modernization Act (''RMA''). Under the RMA, beginning on January 1, 2001, REITs
could lease hotels to a ''taxable subsidiary'' if the hotel is operated and
managed on behalf of such subsidiary by an independent third party. This law
enabled Host Marriott, beginning January 2001, to lease its hotels to a taxable
subsidiary. Under the terms of the Company's full-service hotel leases, Host
Marriott, at its sole discretion, could purchase the full-service hotel leases
for a price equal to the fair market value of the Company's leasehold interest
in the leases based upon an agreed upon formula in the leases.

   On November 13, 2000, Crestline, the Company and the Tenant Subsidiaries
entered into an agreement with a subsidiary of Host Marriott for the purchase
and sale of the Tenant Subsidiaries' leasehold interests in the full-service
hotels. The purchase and sale transaction would generally transfer ownership of
the Tenant Subsidiaries owned by the Company to a subsidiary of Host Marriott
for a total consideration of $66.8 million in cash. On January 10, 2001, upon
receipt of all required consents, the purchase and sale transaction was
completed for $66.8 million. The Company will recognize a pre-tax gain on the
transaction of approximately $66.6 million in the first quarter of 2001, net of
transaction costs. The effective date of the transaction was January 1, 2001.

   In connection with the sale of the Tenant Subsidiaries, all of the hotel
working capital notes were repaid on January 10, 2001.

                                      117


<PAGE>

                     CCHP III CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED FINANCIAL STATEMENTS

                    December 29, 2000 and December 31, 1999

              With Independent Public Accountants' Report Thereon




                                      118


<PAGE>

 
                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To CCHP III Corporation:

   We have audited the accompanying consolidated balance sheets of CCHP III
Corporation and its subsidiaries (a Delaware corporation) as of December 29,
2000 and December 31, 1999, and the related consolidated statements of
operations, shareholder's equity and cash flows for the fiscal years ended
December 29, 2000 and December 31, 1999. These consolidated financial
statements are the responsibility of CCHP III Corporation's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audits 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CCHP III
Corporation and its subsidiaries as of December 29, 2000 and December 31, 1999
and the results of their operations and their cash flows for the fiscal years
then ended in conformity with accounting principles generally accepted in the
United States.

                                   ARTHUR ANDERSEN LLP

Vienna, Virginia
February 23, 2001


                                      119


<PAGE>

                     CCHP III CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS

                 AS OF DECEMBER 29, 2000 AND DECEMBER 31, 1999
                       (in thousands, except share data)


<TABLE>
<CAPTION>
                                                             2000    1999
                                                            ------- -------
    <S>                                                     <C>     <C>
                            ASSETS
    Current assets
       Cash and cash equivalents........................... $ 3,069 $ 6,638
       Due from hotel managers.............................  11,062   8,214
       Restricted cash.....................................   3,836   4,519
       Due from Crestline..................................     157      --
       Other current assets................................      79      --
                                                            ------- -------
                                                             18,203  19,371
    Hotel working capital..................................  21,697  21,697
                                                            ------- -------
                                                            $39,900 $41,068
                                                            ======= =======
             LIABILITIES AND SHAREHOLDER'S EQUITY
    Current liabilities
       Lease payable to Host Marriott...................... $13,733 $13,706
       Due to hotel managers...............................   3,514   3,379
       Other current liabilities...........................     750     760
                                                            ------- -------
                                                             17,997  17,845
    Hotel working capital notes payable to Host Marriott...  21,697  21,697
    Deferred income taxes..................................     206     342
                                                            ------- -------
       Total liabilities...................................  39,900  39,884
                                                            ------- -------
    Shareholder's equity
       Common stock (100 shares issued at $1.00 par value).      --      --
       Retained earnings...................................      --   1,184
                                                            ------- -------
           Total shareholder's equity......................      --   1,184
                                                            ------- -------
                                                            $39,900 $41,068
                                                            ======= =======
</TABLE>



                See Notes to Consolidated Financial Statements.

                                      120


<PAGE>

                     CCHP III CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

          Fiscal Years Ended December 29, 2000 and December 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                                            2000      1999
                                                          --------  --------
  <S>                                                     <C>       <C>
  REVENUES
     Rooms............................................... $598,264  $570,611
     Food and beverage...................................  283,921   274,233
     Other...............................................   85,909    80,149
                                                          --------  --------
         Total revenues..................................  968,094   924,993
                                                          --------  --------
  OPERATING COSTS AND EXPENSES
  Property-level operating costs and expenses
     Rooms...............................................  141,157   137,338
     Food and beverage...................................  209,791   202,181
     Other...............................................  242,786   236,721
  Other operating costs and expenses
     Lease expense to Host Marriott......................  313,611   295,563
     Management fees.....................................   45,975    41,893
                                                          --------  --------
         Total operating costs and expenses..............  953,320   913,696
                                                          --------  --------
  OPERATING PROFIT BEFORE CORPORATE EXPENSES AND INTEREST   14,774    11,297
  Corporate expenses.....................................   (1,230)   (1,357)
  Interest expense.......................................   (1,111)   (1,129)
  Interest income........................................      745        --
                                                          --------  --------
  INCOME BEFORE INCOME TAXES.............................   13,178     8,811
  Provision for income taxes.............................   (5,472)   (3,612)
                                                          --------  --------
  NET INCOME............................................. $  7,706  $  5,199
                                                          ========  ========
</TABLE>



                See Notes to Consolidated Financial Statements.

                                      121


<PAGE>

                     CCHP III CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

          Fiscal Years Ended December 29, 2000 and December 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                         Common Retained
                                         Stock  Earnings  Total
                                         ------ -------- -------
              <S>                        <C>    <C>      <C>
              Balance, January 1, 1999..  $ --  $    --  $    --
                 Dividend to Crestline..    --   (4,015)  (4,015)
                 Net income.............    --    5,199    5,199
                                          ----  -------  -------
              Balance, December 31, 1999    --    1,184    1,184
                 Dividend to Crestline..    --   (8,890)  (8,890)
                 Net income.............    --    7,706    7,706
                                          ----  -------  -------
              Balance, December 29, 2000  $ --  $    --  $    --
                                          ====  =======  =======
</TABLE>




                See Notes to Consolidated Financial Statements.

                                      122


<PAGE>

                     CCHP III CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

          Fiscal Years Ended December 29, 2000 and December 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                                         2000     1999
                                                        -------  -------
       <S>                                              <C>      <C>
       OPERATING ACTIVITIES
       Net income...................................... $ 7,706  $ 5,199
       Change in amounts due from hotel managers.......  (2,848)  (4,084)
       Change in lease payable to Host Marriott........      27   13,706
       Change in amounts due to hotel managers.........     135       --
       Changes in other operating accounts.............     301   (4,168)
                                                        -------  -------
          Cash from operations.........................   5,321   10,653
                                                        -------  -------

       FINANCING ACTIVITIES
       Dividend to Crestline...........................  (8,890)  (4,015)
                                                        -------  -------
       Increase (decrease) in cash and cash equivalents  (3,569)   6,638
       Cash and cash equivalents, beginning of year....   6,638       --
                                                        -------  -------
       Cash and cash equivalents, end of year.......... $ 3,069  $ 6,638
                                                        =======  =======
</TABLE>




                See Notes to Consolidated Financial Statements.

                                      123


<PAGE>

                      CCHP I CORPORATION AND SUBSIDIARIES


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  Summary of Significant Accounting Policies

  Organization

   CCHP III Corporation (the ''Company'') was incorporated in the state of
Delaware on November 23, 1998 as a wholly owned subsidiary of Crestline Capital
Corporation (''Crestline''). On December 29, 1998, Crestline became a publicly
traded company when Host Marriott Corporation (''Host Marriott'') completed its
plan of reorganizing its business operations by spinning-off Crestline to the
shareholders of Host Marriott as part of a series of transactions pursuant to
which Host Marriott converted into a real estate investment trust (''REIT'').

   On December 31, 1998, wholly owned subsidiaries of the Company (the ''Tenant
Subsidiaries'') entered into lease agreements with Host Marriott to lease 31 of
Host Marriott's full-service hotels with the existing management agreements of
the leased hotels assigned to the Tenant Subsidiaries. As of December 29, 2000,
the Company leased 29 full-service hotels from Host Marriott.

   The Company operates as a unit of Crestline, utilizing Crestline's
employees, insurance and administrative services since the Company does not
have any employees. Certain direct expenses are paid by Crestline and charged
directly or allocated to the Company. Certain general and administrative costs
of Crestline are allocated to the Company, using a variety of methods,
principally including Crestline's specific identification of individual costs
and otherwise through allocations based upon estimated levels of effort devoted
by general and administrative departments to the Company or relative measures
of the size of the Company based on revenues. In the opinion of management, the
methods for allocating general and administrative expenses and other direct
costs are reasonable.

  Principles of Consolidation

   The consolidated financial statements include the accounts of the Company
and its subsidiaries. All material intercompany transactions and balances
between the Company and its subsidiaries have been eliminated.

  Fiscal Year

   The Company's fiscal year ends on the Friday nearest December 31.

  Cash and Cash Equivalents

   The Company considers all highly liquid investments with a maturity of three
months or less at date of purchase as cash equivalents.

  Restricted Cash

   In connection with the lender requirements of one of the leased hotels, the
Company is required to maintain a separate account with the lender on behalf of
the Company for the operating profit and incentive management fees of the
hotel. Following an annual audit, amounts will be distributed to the hotel's
manager and to the Company in accordance with the loan agreement.

  Revenues

   The Company records the gross property-level revenues generated by the
hotels as revenues.

                                      124


<PAGE>

                      CCHP I CORPORATION AND SUBSIDIARIES

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


  Use of Estimates in the Preparation of Financial Statements

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires 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 revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Note 2.  Leases

   Future minimum annual rental commitments for all non-cancelable leases as of
December 29, 2000 are as follows (in thousands):


<TABLE>
                    <S>                          <C>
                    2001........................ $  170,318
                    2002........................    170,318
                    2003........................    170,318
                    2004........................    170,318
                    2005........................    170,318
                    Thereafter..................    340,635
                                                 ----------
                    Total minimum lease payments $1,192,225
                                                 ==========
</TABLE>


   Lease expense for fiscal years 2000 and 1999 consisted of the following (in
thousands):


<TABLE>
<CAPTION>
                                         2000     1999
                                       -------- --------
                       <S>             <C>      <C>
                       Base rent...... $170,318 $168,910
                       Percentage rent  143,293  126,653
                                       -------- --------
                                       $313,611 $295,563
                                       ======== ========
</TABLE>


  Hotel Leases

   The Tenant Subsidiaries entered into leases with Host Marriott effective
January 1, 1999 for 31 full-service hotels. See Note 6 for a discussion of the
sale of all of the full-service hotel leases in 2001.

   Each hotel lease had an initial term of nine years. The Tenant Subsidiaries
were required to pay the greater of (i) a minimum rent specified in each hotel
lease or (ii) a percentage rent based upon a specified percentage of aggregate
revenues from the hotel, including room revenues, food and beverage revenues,
and other income, in excess of specified thresholds. The amount of minimum rent
is increased each year based upon 50% of the increase in CPI during the
previous twelve months. Percentage rent thresholds are increased each year
based on a blend of the increases in CPI and the Employment Cost Index during
the previous twelve months. The hotel leases generally provide for a rent
adjustment in the event of damage, destruction, partial taking or certain
capital expenditures.

   The Tenant Subsidiaries were responsible for paying all of the expenses of
operating the hotels, including all personnel costs, utility costs, and general
repair and maintenance of the hotels. In addition, the Tenant Subsidiaries were
responsible for all fees payable to the hotel manager, including base and
incentive management fees, chain services payments and franchise or system
fees. Host Marriott was responsible for real estate and personal property
taxes, property casualty insurance, equipment rent, ground lease rent,
maintaining a reserve fund for FF&E replacements and capital expenditures.

                                      125


<PAGE>

                     CCHP III CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   For those hotels where Marriott International is the manager, it had a
noneconomic membership interest with certain limited voting rights in the
Tenant Subsidiaries.

  FF&E Leases

   Prior to entering into the hotel leases, if the average tax basis of a
hotel's FF&E and other personal property exceeded 15% of the aggregate average
tax basis of the hotel's real and personal property (the ''Excess FF&E''), the
Tenant Subsidiaries and affiliates of Host Marriott entered into lease
agreements (the ''FF&E Leases'') for the Excess FF&E. The terms of the FF&E
Leases generally ranged from two to three years and rent under the FF&E Leases
was a fixed amount.

  Guaranty and Pooling Agreement

   In connection with entering into the hotel leases, the Company, Crestline
and Host Marriott, entered into a pool guarantee and a pooling and security
agreement by which the Company provided a full guarantee and Crestline provided
a limited guarantee of all of the hotel lease obligations.

   The cumulative limit of Crestline's guarantee obligation was the greater of
ten percent of the aggregate rent payable for the immediately preceding fiscal
year under all of the Company's hotel leases or ten percent of the aggregate
rent payable under all of the Company's hotel leases for 1999. In the event
that Crestline's obligation under the pooling and guarantee agreement was
reduced to zero, the Company could terminate the agreement and Host Marriott
could terminate the Company's hotel leases without penalty.

   All of the Company's leases were cross-defaulted and the Company's
obligations under the guaranty were secured by all the funds received from its
Tenant Subsidiaries.

Note 3.  Working Capital Notes

   Upon the commencement of the hotel leases, the Company purchased the working
capital of the leased hotels from Host Marriott for $22,046,000 with the
purchase price evidenced by notes that bear interest at 5.12%. Interest on each
note is due simultaneously with the rent payment of each hotel lease. The
principal amount of each note is due upon the termination of each hotel lease.
See Note 6 for a discussion of the repayment of all of the hotel working
capital notes in 2001. As of December 29, 2000, the outstanding balance of the
working capital notes was $21,697,000, which mature in 2007. Cash paid for
interest expense in fiscal years 2000 and 1999 totaled $1,112,000 and
$1,042,000, respectively.

Note 4.  Management Agreements

   All of the Company's hotels are operated by hotel management companies under
long-term hotel management agreements between Host Marriott and hotel
management companies. The existing management agreements were assigned to the
Tenant Subsidiaries upon the execution of the hotel leases for the term of each
corresponding hotel lease. See Note 6 for a discussion of the transfer of all
of the management agreements to Host Marriott in 2001.

   The Tenant Subsidiaries were obligated to perform all of the obligations of
Host Marriott under the hotel management agreements including payment of fees
due under the management agreements other than certain obligations including
payment of property taxes, property casualty insurance and ground rent,
maintaining a reserve fund for FF&E replacements and capital expenditures for
which Host Marriott retained responsibility.

                                      126


<PAGE>

                     CCHP III CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Marriott International manages 21 of the 29 hotels under long-term
management agreements. The Company's remaining eight hotels are managed by
other hotel management companies. The management agreements generally provide
for payment of base management fees equal to one to four percent of revenues
and incentive management fees generally equal to 20% to 50% of Operating Profit
(as defined in the management agreements) over a priority return (as defined)
to the Tenant Subsidiaries, with total incentive management fees not to exceed
20% of cumulative Operating Profit, or 20% of current year Operating Profit.

Note 5.  Income Taxes

   The Company is included in the consolidated Federal income tax return of
Crestline and its affiliates (the ''Group''). Tax expense is allocated to the
Company as a member of the Group based upon the relative contribution to the
Group's consolidated taxable income/loss and changes in temporary differences.
This allocation method results in Federal and net state tax expense allocated
for the period presented that is substantially equal to the expense that would
have been recognized if the Company had filed separate tax returns.

   The provision for income taxes for the fiscal years 2000 and 1999 consists
of the following (in thousands):


<TABLE>
<CAPTION>
                                       2000   1999
                                      ------ ------
                             <S>      <C>    <C>
                             Current. $5,382 $3,270
                             Deferred     90    342
                                      ------ ------
                                      $5,472 $3,612
                                      ====== ======
</TABLE>


   As of December 29, 2000 and December 31, 1999, the Company had no deferred
tax assets. The tax effect of the temporary differences that gives rise to the
Company's deferred tax liability is generally attributable to the hotel working
capital.

Note 6.  Subsequent Event

   On December 17, 1999, the Work Incentives Improvement Act was passed which
contained certain tax provisions related to REITs commonly known as the REIT
Modernization Act (''RMA''). Under the RMA, beginning on January 1, 2001, REITs
could lease hotels to a ''taxable subsidiary'' if the hotel is operated and
managed on behalf of such subsidiary by an independent third party. This law
enabled Host Marriott, beginning January 2001, to lease its hotels to a taxable
subsidiary. Under the terms of the Company's full-service hotel leases, Host
Marriott, at its sole discretion, could purchase the full-service hotel leases
for a price equal to the fair market value of the Company's leasehold interest
in the leases based upon an agreed upon formula in the leases.

   On November 13, 2000, Crestline, the Company and the Tenant Subsidiaries
entered into an agreement with a subsidiary of Host Marriott for the purchase
and sale of the Tenant Subsidiaries' leasehold interests in the full-service
hotels. The purchase and sale transaction would generally transfer ownership of
the Tenant Subsidiaries owned by the Company to a subsidiary of Host Marriott
for a total consideration of $55.1 million in cash. On January 10, 2001, upon
receipt of all required consents, the purchase and sale transaction was
completed for $55.1 million. The Company recognized a pre-tax gain on the
transaction of approximately $55 million in the first quarter of 2001, net of
transaction costs. The effective date of the transaction was January 1, 2001.

   In connection with the sale of the Tenant Subsidiaries, all of the hotel
working capital notes were repaid on January 10, 2001.

                                      127


<PAGE>

                     CCHP IV CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED FINANCIAL STATEMENTS

                    December 29, 2000 and December 31, 1999

              With Independent Public Accountants' Report Thereon




                                      128


<PAGE>

 
                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To CCHP IV Corporation:

   We have audited the accompanying consolidated balance sheets of CCHP IV
Corporation and its subsidiaries (a Delaware corporation) as of December 29,
2000 and December 31, 1999, and the related consolidated statements of
operations, shareholder's equity and cash flows for the fiscal years ended
December 29, 2000 and December 31, 1999. These consolidated financial
statements are the responsibility of CCHP IV Corporation's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audits 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of CCHP IV
Corporation and its subsidiaries as of December 29, 2000 and December 31, 1999
and the results of their operations and their cash flows for the fiscal years
then ended in conformity with accounting principles generally accepted in the
United States.

                                   ARTHUR ANDERSEN LLP

Vienna, Virginia
February 23, 2001


                                      129


<PAGE>

                     CCHP OV CORPORATION AND SUBSIDIAIRES

                          CONSOLIDATED BALANCE SHEETS

                 As Of December 29, 2000 and December 31, 1999
                       (in thousands, except share data)


<TABLE>
<CAPTION>
                                                             2000    1999
                                                            ------- -------
    <S>                                                     <C>     <C>
                            ASSETS
    Current assets
       Cash and cash equivalents........................... $ 1,699 $ 3,487
       Due from hotel managers.............................  24,984  14,571
       Due from Crestline..................................      --   3,487
       Other current assets................................     544      --
                                                            ------- -------
                                                             27,227  21,545
    Hotel working capital..................................  16,522  16,522
                                                            ------- -------
                                                            $43,749 $38,067
                                                            ======= =======
             LIABILITIES AND SHAREHOLDER'S EQUITY
    Current liabilities
       Lease payable to Host Marriott...................... $21,561 $20,348
       Due to hotel managers...............................   2,246     446
       Other current liabilities...........................     602      10
                                                            ------- -------
                                                             24,409  20,804
    Hotel working capital notes payable to Host Marriott...  16,522  16,522
    Deferred income taxes..................................     666     741
                                                            ------- -------
           Total liabilities...............................  41,597  38,067
                                                            ------- -------
    Shareholder's equity
       Common stock (100 shares issued at $1.00 par value).      --      --
       Retained earnings...................................   2,152      --
                                                            ------- -------
           Total shareholder's equity......................   2,152      --
                                                            ------- -------
                                                            $43,749 $38,067
                                                            ======= =======
</TABLE>



                See Notes to Consolidated Financial Statements.

                                      130


<PAGE>

                     CCHP IV CORPORATION AND SUBSIDIAIRES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

          Fiscal Years Ended December 29, 2000 and December 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                                            2000       1999
                                                         ----------  --------
 <S>                                                     <C>         <C>
 REVENUES
    Rooms............................................... $  630,427  $578,321
    Food and beverage...................................    358,604   333,120
    Other...............................................     88,221    77,368
                                                         ----------  --------
        Total revenues..................................  1,077,252   988,809
                                                         ----------  --------
 OPERATING COSTS AND EXPENSES
 Property-level operating costs and expenses
    Rooms...............................................    140,593   129,051
    Food and beverage...................................    251,938   234,310
    Other...............................................    250,690   231,547
 Other operating costs and expenses
    Lease expense to Host Marriott......................    349,958   316,654
    Management fees.....................................     75,832    66,514
                                                         ----------  --------
        Total operating costs and expenses..............  1,069,011   978,076
                                                         ----------  --------
 OPERATING PROFIT BEFORE CORPORATE EXPENSES AND INTEREST      8,241    10,733
 Corporate expenses.....................................     (1,369)   (1,449)
 Interest expense.......................................       (846)     (846)
 Interest income........................................        538        16
                                                         ----------  --------
 INCOME BEFORE INCOME TAXES.............................      6,564     8,454
 Provision for income taxes.............................     (2,751)   (3,466)
                                                         ----------  --------
 NET INCOME............................................. $    3,813  $  4,988
                                                         ==========  ========
</TABLE>



                See Notes to Consolidated Financial Statements.

                                      131


<PAGE>

                     CCHP IV CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY

          Fiscal Years Ended December 29, 2000 and December 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                         Common Retained
                                         Stock  Earnings  Total
                                         ------ -------- -------
              <S>                        <C>    <C>      <C>
              Balance, January 1, 1999..  $ --  $    --  $    --
                 Dividend to Crestline..    --   (4,988)  (4,988)
                 Net income.............    --    4,988    4,988
                                          ----  -------  -------
              Balance, December 31, 1999    --       --       --
                 Dividend to Crestline..    --   (1,661)   (1661)
                 Net income.............    --    3,813    3,813
                                          ----  -------  -------
              Balance, December 29, 2000  $ --  $ 2,152  $ 2,152
                                          ====  =======  =======
</TABLE>




                See Notes to Consolidated Financial Statements.

                                      132


<PAGE>

                     CCHP IV CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

          Fiscal Years Ended December 29, 2000 and December 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                                         2000      1999
                                                       --------  --------
      <S>                                              <C>       <C>
      OPERATING ACTIVITIES
      Net income...................................... $  3,813  $  4,988
      Change in amounts due from hotel managers.......  (10,413)  (14,124)
      Change in lease payable to Host Marriott........    1,213    20,348
      Change in amounts due to hotel managers.........    1,800        --
      Changes in other operating accounts.............    3,460       750
                                                       --------  --------
         Cash provided by (used in) operations........     (127)   11,962
                                                       --------  --------

      FINANCING ACTIVITIES
      Amounts advanced to Crestline...................       --    (3,487)
      Dividend to Crestline...........................   (1,661)   (4,988)
                                                       --------  --------
         Cash used in financing activities............   (1,661)   (8,475)
                                                       --------  --------
      Increase (decrease) in cash and cash equivalents   (1,788)    3,487
      Cash and cash equivalents, beginning of year....    3,487        --
                                                       --------  --------
      Cash and cash equivalents, end of year.......... $  1,699  $  3,487
                                                       ========  ========
</TABLE>



                See Notes to Consolidated Financial Statements.

                                      133


<PAGE>

                     CCHP IV CORPORATION AND SUBSIDIARIES


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 1.  Summary of Significant Accounting Policies

  Organization

   CCHP IV Corporation (the ''Company'') was incorporated in the state of
Delaware on November 23, 1998 as a wholly owned subsidiary of Crestline Capital
Corporation (''Crestline''). On December 29, 1998, Crestline became a publicly
traded company when Host Marriott Corporation (''Host Marriott'') completed its
plan of reorganizing its business operations by spinning-off Crestline to the
shareholders of Host Marriott as part of a series of transactions pursuant to
which Host Marriott converted into a real estate investment trust (''REIT'').

   On December 31, 1998, wholly owned subsidiaries of the Company (the ''Tenant
Subsidiaries'') entered into lease agreements with Host Marriott to lease 27 of
Host Marriott's full-service hotels with the existing management agreements of
the leased hotels assigned to the Tenant Subsidiaries. As of December 29, 2000,
the Company leased 27 full-service hotels from Host Marriott.

   The Company operates as a unit of Crestline, utilizing Crestline's
employees, insurance and administrative services since the Company does not
have any employees. Certain direct expenses are paid by Crestline and charged
directly or allocated to the Company. Certain general and administrative costs
of Crestline are allocated to the Company, using a variety of methods,
principally including Crestline's specific identification of individual costs
and otherwise through allocations based upon estimated levels of effort devoted
by general and administrative departments to the Company or relative measures
of the size of the Company based on revenues. In the opinion of management, the
methods for allocating general and administrative expenses and other direct
costs are reasonable.

  Principles of Consolidation

   The consolidated financial statements include the accounts of the Company
and its subsidiaries. All material intercompany transactions and balances
between the Company and its subsidiaries have been eliminated.

  Fiscal Year

   The Company's fiscal year ends on the Friday nearest December 31.

  Cash and Cash Equivalents

   The Company considers all highly liquid investments with a maturity of three
months or less at date of purchase as cash equivalents.

  Revenues

   The Company records the gross property-level revenues generated by the
hotels as revenues.

  Use of Estimates in the Preparation of Financial Statements

   The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires 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 revenues and expenses
during the reporting period. Actual results could differ from those estimates.

                                      134


<PAGE>

                     CCHP IV CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


Note 2.  Leases

   Future minimum annual rental commitments for all non-cancelable leases as of
December 29, 2000 are as follows (in thousands):


<TABLE>
                  <S>                              <C>
                  2001............................ $  188,116
                  2002............................    188,116
                  2003............................    188,116
                  2004............................    188,116
                  2005............................    188,116
                  Thereafter......................    564,347
                                                   ----------
                     Total minimum lease payments. $1,504,927
                                                   ==========
</TABLE>


   Lease expense for the fiscal years 2000 and 1999 consisted of the following
(in thousands):


<TABLE>
<CAPTION>
                                         2000     1999
                                       -------- --------
                       <S>             <C>      <C>
                       Base rent...... $188,116 $183,048
                       Percentage rent  161,842  133,606
                                       -------- --------
                                       $349,958 $316,654
                                       ======== ========
</TABLE>


  Hotel Leases

   The Tenant Subsidiaries entered into leases with Host Marriott effective
January 1, 1999 for 27 full-service hotels. See Note 6 for a discussion of the
sale of all of the full-service hotel leases in 2001.

   Each hotel lease had an initial term of ten years. The Tenant Subsidiaries
were required to pay the greater of (i) a minimum rent specified in each hotel
lease or (ii) a percentage rent based upon a specified percentage of aggregate
revenues from the hotel, including room revenues, food and beverage revenues,
and other income, in excess of specified thresholds. The amount of minimum rent
is increased each year based upon 50% of the increase in CPI during the
previous twelve months. Percentage rent thresholds are increased each year
based on a blend of the increases in CPI and the Employment Cost Index during
the previous twelve months. The hotel leases generally provide for a rent
adjustment in the event of damage, destruction, partial taking or certain
capital expenditures.

   The Tenant Subsidiaries were responsible for paying all of the expenses of
operating the hotels, including all personnel costs, utility costs, and general
repair and maintenance of the hotels. In addition, the Tenant Subsidiaries were
responsible for all fees payable to the hotel manager, including base and
incentive management fees, chain services payments and franchise or system
fees. Host Marriott was responsible for real estate and personal property
taxes, property casualty insurance, equipment rent, ground lease rent,
maintaining a reserve fund for FF&E replacements and capital expenditures.

   For those hotels where Marriott International is the manager, it had a
noneconomic membership interest with certain limited voting rights in the
Tenant Subsidiaries.

                                      135


<PAGE>

                     CCHP IV CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  FF&E Leases

   Prior to entering into the hotel leases, if the average tax basis of a
hotel's FF&E and other personal property exceeded 15% of the aggregate average
tax basis of the hotel's real and personal property (the ''Excess FF&E''), the
Tenant Subsidiaries and affiliates of Host Marriott entered into lease
agreements (the ''FF&E Leases'') for the Excess FF&E. The terms of the FF&E
Leases generally ranged from two to three years and rent under the FF&E Leases
was a fixed amount.

  Guaranty and Pooling Agreement

   In connection with entering into the hotel leases, the Company, Crestline
and Host Marriott, entered into a pool guarantee and a pooling and security
agreement by which the Company provided a full guarantee and Crestline provided
a limited guarantee of all of the hotel lease obligations.

   The cumulative limit of Crestline's guarantee obligation was the greater of
ten percent of the aggregate rent payable for the immediately preceding fiscal
year under all of the Company's hotel leases or ten percent of the aggregate
rent payable under all of the Company's hotel leases for 1999. In the event
that Crestline's obligation under the pooling and guarantee agreement was
reduced to zero, the Company could terminate the agreement and Host Marriott
could terminate the Company's hotel leases without penalty.

   All of the Company's leases were cross-defaulted and the Company's
obligations under the guaranty were secured by all the funds received from its
Tenant Subsidiaries.

Note 3.  Working Capital Notes

   Upon the commencement of the hotel leases, the Company purchased the working
capital of the leased hotels from Host Marriott for $16,522,000 with the
purchase price evidenced by notes that bear interest at 5.12%. Interest on each
note is due simultaneously with the rent payment of each hotel lease. The
principal amount of each note is due upon the termination of each hotel lease.
See Note 6 for a discussion of the repayment of all of the hotel working
capital notes in 2001. As of December 29, 2000, the outstanding balance of the
working capital notes was $16,522,000, which mature in 2008. Cash paid for
interest expense in 2000 and 1999 totaled $846,000 and $781,000, respectively.

Note 4.  Management Agreements

   All of the Company's hotels are operated by hotel management companies under
long-term hotel management agreements between Host Marriott and hotel
management companies. The existing management agreements were assigned to the
Tenant Subsidiaries upon the execution of the hotel leases for the term of each
corresponding hotel lease. See Note 6 for a discussion of the transfer of all
of the management agreements to Host Marriott in 2001.

   The Tenant Subsidiaries were obligated to perform all of the obligations of
Host Marriott under the hotel management agreements including payment of fees
due under the management agreements other than certain obligations including
payment of property taxes, property casualty insurance and ground rent,
maintaining a reserve fund for FF&E replacements and capital expenditures for
which Host Marriott retained responsibility.

   Marriott International manages 23 of the 27 hotels under long-term
management agreements. The Company's remaining four hotels are managed by other
hotel management companies. The management

                                      136


<PAGE>

                     CCHP IV CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

agreements generally provide for payment of base management fees equal to one
to four percent of revenues and incentive management fees generally equal to
20% to 50% of Operating Profit (as defined in the management agreements) over a
priority return (as defined) to the Tenant Subsidiaries, with total incentive
management fees not to exceed 20% of cumulative Operating Profit, or 20% of
current year Operating Profit.

Note 5.  Income Taxes

   The Company is included in the consolidated Federal income tax return of
Crestline and its affiliates (the ''Group''). Tax expense is allocated to the
Company as a member of the Group based upon the relative contribution to the
Group's consolidated taxable income/loss and changes in temporary differences.
This allocation method results in Federal and net state tax expense allocated
for the period presented that is substantially equal to the expense that would
have been recognized if the Company had filed separate tax returns.

   The provision for income taxes for fiscal years 2000 and 1999 consists of
the following (in thousands):


<TABLE>
<CAPTION>
                                       2000   1999
                                      ------ ------
                             <S>      <C>    <C>
                             Current. $2,452 $2,725
                             Deferred    299    741
                                      ------ ------
                                      $2,751 $3,466
                                      ====== ======
</TABLE>


   As of December 29, 2000 and December 31, 1999, the Company had no deferred
tax assets. The tax effect of the temporary differences that gives rise to the
Company's deferred tax liability is generally attributable to the hotel working
capital.

Note 6.  Subsequent Event

   On December 17, 1999, the Work Incentives Improvement Act was passed which
contained certain tax provisions related to REITs commonly known as the REIT
Modernization Act (''RMA''). Under the RMA, beginning on January 1, 2001, REITs
could lease hotels to a ''taxable subsidiary'' if the hotel is operated and
managed on behalf of such subsidiary by an independent third party. This law
enabled Host Marriott, beginning January 2001, to lease its hotels to a taxable
subsidiary. Under the terms of the Company's full-service hotel leases, Host
Marriott, at its sole discretion, could purchase the full-service hotel leases
for a price equal to the fair market value of the Company's leasehold interest
in the leases based upon an agreed upon formula in the leases.

   On November 13, 2000, Crestline, the Company and the Tenant Subsidiaries
entered into an agreement with a subsidiary of Host Marriott for the purchase
and sale of the Tenant Subsidiaries' leasehold interests in the full-service
hotels. The purchase and sale transaction would generally transfer ownership of
the Lessee Entities owned by the Company to a subsidiary of Host Marriott for a
total consideration of $46.1 million in cash. On January 10, 2001, upon receipt
of all required consents, the purchase and sale transaction was completed for
$46.1 million. The Company recognized a pre-tax gain on the transaction of
approximately $46 million in the first quarter of 2001, net of the transaction
costs. The effective date of the transaction was January 1, 2001.

   In connection with the sale of the Tenant Subsidiaries, all of the hotel
working capital notes were repaid on January 10, 2001.

                                      137


<PAGE>


I
tem 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

   None.


                                   PART III

   The information called for by Items 10-13 is incorporated by reference
except as noted from Host REIT's 2001 Annual Meeting of Shareholders Notice and
Proxy Statement (to be filed pursuant to Regulation 14A not later than 120 days
after the close of fiscal year).


Item 10.  Directors and Executive Officers of the Registrant

   (a) Information concerning directors of Host REIT appears in Host REIT's
       Proxy Statement, under "Election of Director". This portion of the Proxy
       Statement is incorporated herein by reference
   (b) For information with respect to Executive Officers, see Part I of this
       Annual Report on Form 10-K.


Item 11.  Executive Compensation


Item 12.  Security Ownership of Certain Beneficial Owners and Management


Item 13.  Certain Relationships and Related Transactions


                                    PART IV


Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

  (a)  LIST OF DOCUMENTS FILED AS PART OF THIS REPORT

       (i)  FINANCIAL STATEMENTS

          All financial statements of the registrant as set forth under Item 8
       of this Report on Form 10-K.

      (ii)  FINANCIAL STATEMENT SCHEDULES

          The following financial information is filed herewith on the pages
       indicated.

   Financial Schedules:


<TABLE>
<CAPTION>
                                                             Page
                                                          ----------
           <S>                                            <C>
           III.  Real Estate and Accumulated Depreciation S-1 to S-3
</TABLE>


   All other schedules are omitted because they are not applicable or the
required information is included in the consolidated financial statements or
notes thereto.

      (iii)  EXHIBITS


<TABLE>
<CAPTION>
Exhibit No.                                             Description
-----------                                             -----------
<S>         <C>
   2.1      Agreement and Plan of Merger by and among Host Marriott Corporation, HMC Merger
            Corporation and Host Marriott L.P. (incorporated by reference to Host Marriott Corporation
            Registration Statement No. 333-64793).
   3.1      Second Amended and Restated Agreement of Limited Partnership of Host Marriott, L.P.
            (incorporated by reference to Exhibit 3.1 of Host Marriott Corporation Registration Statement
            No. 333-55807).
   3.2*     Eleventh Amendment to Second Amended and Restated Agreement of Limited Partnership of
            Host Marriott, L.P., dated as of August 3, 1999, establishing an additional class of units entitled
            the Class A Preferred Units.
</TABLE>


                                      138


<PAGE>


<TABLE>
<CAPTION>
Exhibit No.                                             Description
-----------                                             -----------
<S>         <C>
   3.3*     Sixteenth Amendment to Second Amended and Restated Agreement of Limited Partnership of
            Host Marriott, L.P., dated as of November 29, 1999, establishing an additional class of units
            entitled the Class B Preferred Units.
   3.4*     Twenty-fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of
            Host Marriott, L.P., dated as of March 27, 2001, establishing an additional class of units entitled
            the Class C Preferred Units.
   3.5*     Thirtieth Amendment to Second Amended and Restated Agreement of Limited Partnership of
            Host Marriott, L.P.
   4.1      Amended and Restated Indenture dated as of August 5, 1998, by and among HMH Properties,
            Inc., as Issuer, and the Subsidiary Guarantors named therein, and Marine Midland Bank, as
            Trustee (incorporated by reference to Host Marriott Corporation Current Report on Form 8-K
            dated August 6, 1998).
   4.2      First Supplemental Indenture to Amended and Restated Indenture dated as of August 5, 1998
            among HMH Properties, Inc., the Guarantors and Subsidiary Guarantors named in the Amended
            and Restated Indenture, dated as of August 5, 1998, and Marine Midland Bank, as Trustee (the
            "Trustee") (incorporated by reference to Host Marriott Corporation Current Report on Form 8-K
            dated August 6, 1998).
   4.3      Second Supplemental Indenture, dated as of December 11, 1998, among HMH PROPERTIES,
            INC., a Delaware corporation (the "Company"), the Guarantors and Subsidiary Guarantors named
            in the Amended and Restated Indenture, dated as of August 5, 1998 (the "Indenture"), and Marine
            Midland Bank, as Trustee (incorporated by reference to Host Marriott Corporation Current Report
            on Form 8-K dated December 11, 1998).
   4.4      Third Supplemental Indenture, dated as of December 14, 1998, by and among HMH Properties Inc.,
            Host Marriott, L.P., the entities identified as New Subsidiary Guarantors and Marine Midland Band,
            as Trustee, to Amended and Restated Indenture, dated as of August 5, 1998, among the Company, the
            Guarantors named therein and Subsidiary Guarantors named therein and the Trustee (incorporated by
            reference to Exhibit 4.3 of Host Marriott, L.P.'s Registration Statement No. 333-55807).
   4.5      Fourth Supplemental Indenture, dated as of February 25, 1999, among Host Marriott, L.P. the
            Subsidiary Guarantors signatory to the Fourth Supplemental Indenture and Marine Midland Bank
            as Trustee to the Amended and Restated Indenture, dated as of August 5, 1998, as amended and
            supplemented through the date of the Fourth Supplemental Indenture (incorporated by reference to
            Exhibit 4.2 of Host Marriott, L.P.'s Registration Statement No. 333-79275).
   4.6      Sixth Supplemental Indenture, dated as of October 6, 2000, among Host Marriott, L.P., the
            Subsidiary Guarantors signatory to the Sixth Supplemental Indenture and HSBC Bank USA
            (formerly Marine Midland Bank, as Trustee to the Amended and Restated Indenture, dated as of
            August 5, 1998, as amended and supplemented through the date of the Sixth Supplemental
            Indenture (incorporated by reference to Exhibit 4.2 of Host Marriott, L.P.'s Registration Statement
            No. 333-51944).
   4.7      Ninth Supplemental Indenture, dated as of December 14, 2001, among Host Marriott, L.P. the
            Subsidiary Guarantors signatory to the Ninth Supplemental Indenture and HSBC Bank USA
            (formerly Marine Midland Bank as Trustee to the Amended and Restated Indenture, dated as of
            August 5, 1998, as amended and supplemented through the date of the Ninth Supplemental
            Indenture (incorporated by reference to Exhibit 4.2 of Host Marriott, L.P.'s Registration Statement
            No.333-76550).
   4.8      Indenture for the 63/4% Convertible Debentures, dated December 2, 1996, between Host Marriott
            Corporation and IBJ Schroeder Bank & Trust Company, as Indenture Trustee (incorporated by
            reference to Exhibit 4.3 of Host Marriott Corporation Registration Statement No. 333-19923).
   4.9      First Supplemental Indenture, dated December 29, 1998, to Indenture, dated December 2, 1996, by
            and among Host Marriott Corporation, HMC Merger Corporation, Host Marriott, L.P. and IBJ
            Schroeder Bank & Trust Company (incorporated by reference to Exhibit 4.1 of Host Marriott
            Corporation Current Report on Form 8-K, dated December 30, 1998).
</TABLE>


                                      139


<PAGE>


<TABLE>
<CAPTION>
Exhibit No.                                            Description
-----------                                            -----------
<S>         <C>
   4.10     Guarantee Agreement, dated December 2, 1996, between Host Marriott Corporation and IBJ
            Schroeder Bank & Trust Company, as Guarantee Trustee (incorporated by reference to Exhibit 4.6
            of Host Marriott Corporation Registration Statement No. 333-19923).
   4.11     Amendment No. 1, dated December 29, 1998, to Guarantee Agreement, dated December 2, 1996
            (incorporated by reference to Exhibit 4.2 to Host Marriott Corporation Current Report on
            Form 8-K, dated December 30, 1998).
   4.12     Amended and Restated Trust Agreement, dated as of December 29, 1998, among HMC Merger
            Corporation, as Depositor, IBJ Schroder Bank & Trust Company, as Property Trustee, Delaware
            Trust Capital Management, Inc., as Delaware Trustee, and Robert E. Parsons, Jr., Ed Walter and
            Christopher G. Townsend, as Administrative Trustees (incorporated by reference to Host Marriott
            Corporation 1998 Annual Report of Form 10-K filed March 26, 1999).
   10.1     Indenture between Host Marriott L.P., as Issuer, and Marine Midland Bank, as Indenture Trustee,
            and Form of 6.56% Callable Note due December 15, 2005 (incorporated by reference to
            Exhibit 4.1 of Host Marriott Corporation Registration Statement No. 333-55807).
   10.2     Host Marriott L.P. Executive Deferred Compensation Plan effective as of December 29, 1998
            (formerly the Marriott Corporation Executive Deferred Compensation Plan) (incorporated by
            reference to Exhibit 10.7 of Host Marriott Corporation's Form 10-K for the year ended
            December 31, 1998).
   10.3     Host Marriott Corporation and Host Marriott, L.P. Comprehensive Stock and Cash Incentive Plan,
            as amended and restated December 29, 1998 (incorporated by reference to Exhibit No. 10.8 of
            Host Marriott Corporation's Form 10-K for the year ended December 31, 2000.)
   10.4     Distribution Agreement dated as of September 15, 1993 between Marriott Corporation and
            Marriott International, Inc. (incorporated by reference from Host Marriott Corporation Current
            Report on Form 8-K dated October 23, 1993).
   10.5     Amendment No. 1 to the Distribution Agreement dated December 29, 1995 by and among Host
            Marriott Corporation, Host Marriott Services Corporation and Marriott International, Inc.
            (incorporated by reference to Host Marriott Corporation Current Report on Form 8-K dated
            January 1996).
   10.6     Amendment No. 2 to the Distribution Agreement dated June 21, 1997 by and among Host Marriott
            Corporation, Host Marriott Services Corporation and Marriott International, Inc. (incorporated by
            reference to Host Marriott Corporation Registration Statement No. 333-64793).
   10.7     Amendment No. 3 to the Distribution Agreement dated March 3, 1998 by and among Host
            Marriott Corporation, Host Marriott Services Corporation, Marriott International, Inc. and
            Sodexho Marriott Services, Inc. (incorporated by reference to Host Marriott Corporation
            Registration Statement No. 333-64793).
   10.8     Amendment No. 4 to the Distribution Agreement by and among Host Marriott Corporation and
            Marriott International Inc. (incorporated by reference to Host Marriott Corporation Registration
            Statement No. 333-64793).
   10.9     Amendment No. 5 to the Distribution Agreement dated December 18, 1998 by and among Host
            Marriott Corporation, Host Marriott Services Corporation and Marriott International Inc.
            (incorporated by reference to Exhibit 10.14 of Host Marriott Corporation's Form 10-K for the year
            ended December 31, 1998).
   10.10    Distribution Agreement dated December 22, 1995 by and between Host Marriott Corporation and
            Host Marriott Services Corporation (incorporated by reference to Host Marriott Corporation
            Current Report on Form 8-K dated January 16, 1996).
   10.11    Amendment to Distribution Agreement dated December 22, 1995 by and between Host Marriott
            Corporation and Host Marriott Services Corporation (incorporated by reference to Exhibit 10.16
            of Host Marriott Corporation's Form 10-K for the year ended December 31, 1998).
   10.12    Tax Sharing Agreement dated as of October 5, 1993 by and between Marriott Corporation and
            Marriott International, Inc. (incorporated by reference to Host Marriott Corporation Current
            Report on Form 8-K dated October 23, 1993).
</TABLE>


                                      140


<PAGE>


<TABLE>
<CAPTION>
Exhibit No.                                             Description
-----------                                             -----------
<S>         <C>
  10.13     License Agreement dated as of December 29, 1998 by and among Host Marriott Corporation, Host
            Marriott, L.P., Marriott International, Inc. and Marriott Worldwide Corporation (incorporated by
            reference to Exhibit 10.18 of Host Marriott Corporation's Form 10-K for the year ended
            December 31, 1998).
  10.14     Tax Administration Agreement dated as of October 8, 1993 by and between Marriott Corporation
            and Marriott International, Inc. (incorporated by reference to Host Marriott Corporation Current
            Report on Form 8-K dated October 23, 1993).
  10.15     Restated Noncompetition Agreement by and among Host Marriott Corporation, Marriott
            International, Inc. and Sodexho Marriott Services, Inc. (incorporated by reference to Host Marriott
            Corporation Registration Statement No. 333-64793).
  10.16     First Amendment to Restated Noncompetition Agreement by and among Host Marriott
            Corporation, Marriott International, Inc. and Sodexho Marriott Services, Inc. (incorporated by
            reference to Host Marriott Corporation Registration Statement No. 333-64793).
  10.17     Employee Benefits and Other Employment Matters Allocation Agreement dated as of December
            29, 1995 by and between Host Marriott Corporation and Host Marriott Services Corporation
            (incorporated by reference to Host Marriott Corporation Current Report on Form 8-K dated
            January 16, 1996).
  10.18     Tax Sharing Agreement dated as of December 29, 1995 by and between Host Marriott Corporation
            and Host Marriott Services Corporation (incorporated by reference to Host Marriott Corporation
            Current Report on Form 8-K dated January 16, 1996).
  10.19     Host Marriott, L.P. Retirement and Savings Plan and Trust (incorporated by reference to
            Exhibit 10.26 of Host Marriott Corporation 1998 Annual Report on Form 10-K for the year ended
            December 31, 1998).
  10.20     Contribution Agreement dated as of April 16, 1998 among Host Marriott Corporation, Host
            Marriott, L.P. and the contributors named therein, together with Exhibit B (incorporated by
            reference to Exhibit 10.18 of Host Marriott Corporation Registration Statement No. 333-55807).
  10.21     Amendment No. 1 to Contribution Agreement dated May 8, 1998 among Marriott Corporation,
            Host Marriott, L.P. and the contributors named therein (incorporated by reference to Exhibit 10.19
            of Host Marriott Corporation Registration Statement No. 333-55807).
  10.22     Amendment No. 2 to Contribution Agreement dated May 18, 1998 among Host Marriott
            Corporation, Host Marriott, L.P. and the contributors named therein (incorporated by reference to
            Exhibit 10.20 of Host Marriott Corporation Registration Statement No. 333-55807).
  10.23#    Form of Management Agreement for Full Services Hotels (incorporated by reference to Host
            Marriott Corporation Registration Statement No. 333-51707).
  10.24     Employee Benefits and Other Employment Matters Allocation Agreement between Host Marriott
            Corporation, Host Marriott, L.P. and Crestline Capital Corporation (incorporated by reference to
            Host Marriott Corporation Registration Statement No. 333-64793).
  10.25     Amendment to the Employee Benefits and Other Employment Matters Allocation Agreement
            effective as of December 29, 1998 by and between Host Marriott Corporation, Marriott
            International, Sodexho Marriott Services, Inc., Crestline Capital Corporation and Host Marriott,
            L.P. (incorporated by reference to Exhibit 10.34 of Host Marriott Corporation's Form 10-K for the
            year ended December 31, 1998).
  10.26     Amended and Restated Communities Noncompetition Agreement (incorporated by reference to
            Host Marriott Corporation Registration Statement No. 333-64793).
  10.27     Registration Rights Agreement, dated as of October 14, 2001, by and among Host Marriott, L.P.,
            the Guarantors named therein and the Purchasers named therein (incorporated by reference to
            Exhibit 10.43 of Host Marriott, L.P.'s Registration Statement on Form S-4 No. 333-73550).
  10.28     Amended and Restated Credit Agreement, dated as of May 31, 2000, among Host Marriott
            Corporation, Host Marriott, L.P., Various Banks and Bankers Trust Company, as Administrative
            Agent (incorporated by reference to Exhibit 10.40 of Host Marriott's Registration Statement
            No. 333-51944).
</TABLE>


                                      141


<PAGE>


<TABLE>
<CAPTION>
Exhibit No.                                            Description
-----------                                            -----------
<S>         <C>
   10.29    First Amendment to the Amended and Restated Credit Agreement, dated as of October 23, 2000,
            among Host Marriott Corporation, Host Marriott, L.P., Various Banks and Bankers Trust
            Company, As Administrative Agent (incorporated by reference to Exhibit 10.41 of Host Marriott's
            Registration Statement No. 333-51944.)
   10.30    Second Amendment and Waiver of Amended and Restated Credit Agreement, dated as of March
            2, 2001, among Host Marriott Corporation, Host Marriott, L.P., Various Banks and Bankers, and
            Bankers Trust Company, as administrative Agent (incorporated by reference to Exhibit 10.42 of
            Host Marriott's Form 10.42 of Host Marriott's Form 10-Q for the quarter ended September 7,
            2001.)
   10.31    Third Amendment and Modification to Amended and Restated Credit Agreement, dated as of
            November 15, 2001, among Host Marriott Corporation, Host Marriott, L.P., Various Banks, and
            Bankers Trust Company, as Administrative Agent, dated as of November 19, 2001 (incorporated
            by reference to Exhibit 10.41 of Host Marriott Corporation's Current Report on Form 8-K dated
            December 5, 2001).
   10.32    Amended and Restated Pledge and Security Agreement, dated as of May 31, 2000, among the
            Pledgors and Banker's Trust Company, as Pledgee (incorporated by reference to Exhibit No. 10.44
            of Host Marriott, L.P.'s Form 10-Q for the quarter ended September 7, 2001).
   10.33    First Amendment to Amended and Restated Pledge and Security Agreement, dated as of March 1,
            2001, among the Pledgors and Bankers Trust Company, as Pledgee (incorporated by reference to
            Exhibit No. 10.41 of Host Marriott, L.P.'s Form 10-Q for the quarter ended September 7, 2001.)
   10.34    Amended and Restated Subsidiaries Guaranty, dated as of March 1, 2001 (incorporated by
            reference to Exhibit 10.43 of Host Marriott, L.P.'s Form 10-Q for the quarter ended September 7,
            2001).
   10.35    Acquisition and Exchange Agreement dated November 13, 2000 by Host Marriott, L.P. and
            Crestline Capital Corporation (incorporated by reference to Exhibit 99.2 of Host Marriott, L.P.'s
            Form 8-K/A filed December 14, 2000).
   10.36    Host Marriott Corporation's Non-Employee Director's Deferred Stock Compensation Plan
            (incorporated by reference to Exhibit 10.7 of Host Marriott Corporation's Form 10-K dated
            March 26, 1999).
   12.1*    Computation of Ratios of Earnings to Fixed Charges.
   21.1*    List of Subsidiaries of Host Marriott Corporation.
   23.1*    Consent of Arthur Andersen LLP.
</TABLE>


  # Agreement filed is illustrative of numerous other agreements to which the
              Company is a party.
  * Filed herewith.

  (b)  REPORTS ON FORM 8-K

      .    December 21, 2001--Report of the announcement that Host Marriott,
           L.P., of which we own approximately 9/1/2/% interest and are the
           sole general partner, completed a $450 million senior notes
           offering. The notes carry a 9/1/2/% coupon rate with a final
           maturity of January 15, 2007. The net proceeds of the offering were
           used to repay nearly all of the outstanding balance under our
           revolving credit facility. In addition, we reported on the December
           20, 2001 announcement that we had completed the previously announced
           sale of the Vail Marriott Mountain Resort hotel with Vail Resorts
           Inc. and had completed the sale of the Pittsburgh Marriott City
           Center hotel to the Shaner Hotel Group. Total sale proceeds for the
           two properties were approximately $65 million of which approximately
           $20 million will be used to repay the remaining outstanding balance
           under our revolving credit facility. The remaining proceeds will be
           used for general corporate purposes.

      .    December 5, 2001--Report on the operating environment subsequent to
           the September 11, 2001 terrorist attacks, amendment to our bank
           credit facility, and the current status of our debt compliance.

                                           142


<PAGE>

      .    June 4, 2001--Report of the announcement that Host Marriott
           Corporation agreed to issue to the Blackstone Entities 18,200,000
           shares of its common stock upon redemption of 18,200,000 units of
           limited partnership interest in Host LP, which will in turn be sold
           to an Underwriter for delivery on June 4, 2001 to sold to the public.

      .    May 8, 2001--Report of the announcement that Host Marriott
           Corporation agreed to issue to the Blackstone Entities 10,000,000
           shares of its common stock upon redemption of 10,000,000 units of
           limited partnership interest in Host LP, which will in turn be sold
           to an Underwriter for delivery on May 8, 2001 to be sold to the
           public.

      .    May 3, 2001--Amendment to Exhibit 23.1, the Consent of the
           Independent Public Accountants, to Form 10-K filed April 2, 2001.

      .    May 1, 2001--Report on Form 8-K/A to amend the unaudited pro forma
           statements of operations filed as part of the Form 8-K dated April
           13, 2001 to reflect adjustments to the recognition of minority
           interest expense and the tax provision.

      .    April 13, 2001--Report of the termination of the Crestline leases
           through the purchase by Host Marriott Corporation, through its
           operating partnership, Host Marriott, L.P., of the lessee entities
           with respect to 116 of our full-service hotels for $207 million in
           cash effective January 1, 2001. In order to provide a clearer
           understanding and comparability of our results of operations, we
           have presented unaudited pro forma statements of operations by
           quarter and year-to-date for the two fiscal years ended December 31,
           2000, adjusted to reflect the transaction as if it occurred on
           January 1, 1999.

      .    March 23, 2001--Report on the issuance and sale of $130,000,000 of
           10% Class C Cumulative Redeemable Preferred Stock by Host Marriott
           Corporation on March 27, 2001 at $25.00 per share, with underwriting
           discounts and commissions of $.8125 of the principal amount at
           maturity, generating expected net proceeds of approximately
           $125,000,000.

      .    February 7, 2001--Report of the announcement that Host Marriott
           Corporation agreed to issue to the Blackstone Entities 12,500,000
           shares of its common stock upon redemption of 12,500,000 units of
           limited partnership interest in Host LP, which will in turn be sold
           to an Underwriter for delivery on February 7, 2001 to be sold to the
           public.


                                      143


<PAGE>


                                  SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Bethesda, State of Maryland, on February 25, 2002.

                                 HOST MARRIOTT, L.P.

                                              By: /s/  HOST MARRIOTT CORPORATION
                                                  ------------------------------
                                                       Its General Partner

                                               By:  /s/  ROBERT E. PARSONS, JR.
                                                   -----------------------------
                                                      Robert E. Parsons, Jr.
                                                   Executive Vice President and
                                                      Chief Financial Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
         Signatures                           Title                        Date
         ----------                           -----                        ----
<S>                           <C>                                    <C>
  /s/  RICHARD E. MARRIOTT
----------------------------- Chairman of the Board of Directors     February 25, 2002
     Richard E. Marriott
/s/  CHRISTOPHER J. NASSETTA  President, Chief Executive Officer and
-----------------------------   Director (Principal Executive        February 25, 2002
   Christopher J. Nassetta      Officer)
 /s/  ROBERT E. PARSONS, JR.  Executive Vice President and Chief
-----------------------------   Financial Officer (Principal         February 25, 2002
   Robert E. Parsons, Jr.       Financial Officer)
   /s/  DONALD D. OLINGER     Senior Vice President and Corporate
-----------------------------   Controller (Principal Accounting     February 25, 2002
      Donald D. Olinger         Officer)
    /s/  ROBERT M. BAYLIS
----------------------------- Director                               February 25, 2002
      Robert M. Baylis
   /s/  TERENCE C. GOLDEN
----------------------------- Director                               February 25, 2002
      Terence C. Golden
</TABLE>


                                      144


<PAGE>

         Signatures            Title         Date
         ----------            -----         ----
/s/  ANN MCLAUGHLIN KOROLOGOS
----------------------------- Director February 25, 2002
  Ann McLaughlin Korologos
   /s/  J.W. MARRIOTT, JR.
----------------------------- Director February 25, 2002
     J.W. Marriott, Jr.
   /s/  JOHN G. SCHREIBER
----------------------------- Director February 25, 2002
      John G. Schreiber
 /s/  HARRY L. VINCENT, JR.
----------------------------- Director February 25, 2002
    Harry L. Vincent, Jr.

                                      145


<PAGE>

                                                                   SCHEDULE III
                                                                    Page 1 of 3

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

                   REAL ESTATE AND ACCUMULATED DEPRECIATION

                               December 31, 2001
                                 (in millions)



<TABLE>
<CAPTION>
                                                                                     Gross Amount at
                                                     Initial Costs                  December 31, 2001
                                                   ----------------- Subsequent  ------------------------
                                                        Buildings &     Costs         Buildings &         Accumulated
               Description                   Debt  Land Improvements Capitalized Land Improvements Total  Depreciation
               -----------                  ------ ---- ------------ ----------- ---- ------------ ------ ------------
<S>                                         <C>    <C>  <C>          <C>         <C>  <C>          <C>    <C>
Full-service hotels:
  New York Marriott Marquis Hotel, New
   York, NY................................ $  255 $ --    $  552      $   58    $ --    $  610    $  610   $  (201)
  Other full-service properties, each less
   than 5% of total........................  2,006  721     5,325       1,067     696     6,417     7,113    (1,064)
                                            ------ ----    ------      ------    ----    ------    ------   -------
   Total full-service......................  2,261  721     5,877       1,125     696     7,027     7,723    (1,265)
  Other properties, each less than 5% of
   total...................................     --   40        27         (55)      0        12        12       (16)
                                            ------ ----    ------      ------    ----    ------    ------   -------
   Total................................... $2,261 $761    $5,904      $1,070    $696    $7,039    $7,735   $(1,281)
                                            ====== ====    ======      ======    ====    ======    ======   =======
</TABLE>


<TABLE>
<CAPTION>


                                               Date of
                                            Completion of   Date   Depreciation
               Description                  Construction  Acquired     Life
               -----------                  ------------- -------- ------------
<S>                                         <C>           <C>      <C>
Full-service hotels:
  New York Marriott Marquis Hotel, New
   York, NY................................       1986        n/a         40
  Other full-service properties, each less
   than 5% of total........................    various    various         40

   Total full-service......................
  Other properties, each less than 5% of
   total...................................    various        n/a    various

   Total...................................

</TABLE>



                                      S-1


<PAGE>

                                                                   SCHEDULE III
                                                                    Page 2 of 3

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

                   REAL ESTATE AND ACCUMULATED DEPRECIATION

                               December 31, 2001
                                 (in millions)

Notes:

(A) The change in total cost of properties for the fiscal years ended
    December 31, 2001, 2000, and 1999 is as follows:

<TABLE>
 <S>                                                                    <C>
 Balance at December 31, 1998.......................................... $7,353
 Additions:
    Acquisitions.......................................................     29
    Capital expenditures and transfers from construction-in-progress...    147
 Deductions:
    Dispositions and other.............................................   (155)
                                                                        ------
 Balance at December 31, 1999.......................................... $7,374
 Additions:
    Capital expenditures and transfers from construction-in-progress...    306
 Deductions:
    Dispositions and other.............................................     (9)
                                                                        ------
 Balance at December 31, 2000.......................................... $7,671
 Additions:
    Capital expenditures and transfers from construction-in-progress...    278
 Deductions:
    Dispositions and other.............................................   (214)
                                                                        ------
 Balance at December 31, 2001.......................................... $7,735
                                                                        ======
</TABLE>


                                      S-2


<PAGE>

                                                                   SCHEDULE III
                                                                    Page 3 of 3

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

                   REAL ESTATE AND ACCUMULATED DEPRECIATION

                               December 31, 2001
                                 (in millions)

(B) The change in accumulated depreciation and amortization of real estate
    assets for the fiscal years ended December 31, 2001, 2000, 1999 and 1998 is
    as follows:

<TABLE>
 <S>                                                                    <C>
 Balance at December 31, 1998.......................................... $  575
 Depreciation and amortization.........................................    243
 Dispositions and other................................................     35
                                                                        ------
 Balance at December 31, 1999..........................................    853
 Depreciation and amortization.........................................    215
 Dispositions and other................................................     (2)
                                                                        ------
 Balance at December 31, 2000..........................................  1,066
 Depreciation and amortization.........................................    281
 Dispositions and other................................................    (66)
                                                                        ------
 Balance at December 31, 2001.......................................... $1,281
                                                                        ======
</TABLE>

(C) The aggregate cost of properties for Federal income tax purposes is
    approximately $5,609 million at December 31, 2001.
(D) The total cost of properties excludes construction-in-progress properties.


                                      S-3




<PAGE>
                                                                     Exhibit 3.2


                              ELEVENTH AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                               HOST MARRIOTT, L.P.

                  This ELEVENTH AMENDMENT TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF HOST MARRIOTT, L.P. (this "Eleventh
Amendment"), dated as of August 3, 1999, is entered into by Host Marriott
Corporation, a Maryland corporation, as general partner (the "General Partner")
of Host Marriott, L.P., a Delaware limited partnership (the "Partnership"), for
itself and on behalf of the limited partners of the Partnership (the "Limited
Partners").

                  WHEREAS, the General Partner has issued on the date hereof
4,000,000 shares of 10% Class A Cumulative Redeemable Preferred Stock (the
"Class A Preferred Stock") in an offering registered under the Securities Act of
1933, as amended, pursuant to that certain Prospectus Supplement, dated July 27,
1999 to a Prospectus dated December 30, 1998 (the "Securities Offering") and the
General Partner has contributed the net proceeds from the sale of such shares of
Class A Preferred Stock to the Partnership in exchange for 100% of a new class
of Units entitled the Class A Preferred Units, which will have rights and
preferences substantially identical to those of the Class A Preferred
 Stock (it
being understood that, if the General Partner issues additional shares of Class
A Preferred Stock after the date hereof, the General Partner will contribute the
net proceeds from the sale of such additional shares to the Partnership in
exchange for an equal number of additional Class A Preferred Units).

                  WHEREAS, pursuant to the authority granted to the General
Partner pursuant to Section 4.2 of the Second Amended and Restated Agreement of
Limited Partnership of the Partnership, dated as of December 30, 1998 (the
"Partnership Agreement"), the General Partner desires to amend the Partnership
Agreement (i) to establish the Class A Preferred Units as a new class of Units,
(ii) to set forth the designations, preferences, rights, powers, restrictions
and limitations of the Class A Preferred Units and (iii) to issue to the General
Partner 4,000,000 Class A Preferred Units.

                  NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement, as
follows:

                  1.   Amendment to Partnership Agreement.

                  (a)      Article I of the Partnership Agreement is hereby
         amended by adding the following defined terms:

                  "Class A Preferred Capital" means an amount, with respect to
                   -------------------------
         the General Partner, equal to the product of (i) the number of Class A
         Preferred Units then issued and outstanding multiplied by (ii) the sum
         of $25.00 and any accumulated, accrued and unpaid distributions on the
         Class A Preferred Units.


<PAGE>

                  "Series TS Preferred Capital" means an amount, with respect to
                   ---------------------------
         each Limited Partner who holds Series TS Preferred Units, equal to the
         product of (i) the number of Series TS Preferred Units held by such
         Limited Partner multiplied by (ii) the sum of $12.66 and any
         accumulated, accrued and unpaid distributions on the Series TS
         Preferred Units.

                  (b)      The definition of "Unit" set forth in Article I of
the Partnership Agreement is hereby amended by deleting the last sentence of
such definition and inserting the following as the last sentence of such
definition: "The ownership of each class of Units shall be evidenced in a manner
approved by the General Partner."

                  (c)      Section 4.2 of the Partnership Agreement is hereby
                  amended by adding after Section 4.2.E the following section:

                           F.       Class A Preferred Units.  Under the
                                    -----------------------
authority granted to it pursuant to Section 4.2.A hereof, the General Partner
hereby establishes an additional Class of Units entitled "Class A Preferred
Units" (the "Class A Preferred Units"). Class A Preferred Units shall have the
designations, preferences, rights, powers, restrictions and limitations set
forth in Exhibit H hereto.
         ---------

                  (d)      Section 6.1.A of the Partnership Agreement is hereby
         amended by deleting Section 6.1.A of the Partnership Agreement and
         adding the following after the first paragraph of Section 6.1:

                           A.       Net Income.  After giving effect to the
                                    ----------
                   special allocations set forth in Section 1 of Exhibit C, Net
                                                                 ---------
                   Income shall be allocated:

                                    (i) first to the General Partner to the
                           extent the Net Losses previously allocated to the
                           General Partner pursuant to Section 6.1.B(iv) exceed
                           the Net Income previously allocated to the General
                           Partner pursuant to this Section 6.1.A(i);

                                    (ii) second, to the General Partner to the
                           extent that Net Losses previously allocated to the
                           General Partner pursuant to Section 6.1.B(iii) exceed
                           the sum of (A) Net Income previously allocated to the
                           General Partner pursuant to this Section 6.1.A(ii)
                           and (B) gross income specially allocated to the
                           General Partner pursuant to Section 6.1.E;

                                    (iii) third to the Limited Partners, in
                           proportion to the amount of Net Losses allocated to
                           each such Limited Partner pursuant to Section
                           6.1.B(ii), to the extent Net Losses previously
                           allocated to each such Limited Partner pursuant to
                           Section 6.1.B(ii) exceed Net Income previously
                           allocated to each such Limited Partner pursuant to
                           this Section 6.1.A(iii);

                                       2


<PAGE>

                                    (iv) fourth to the General Partner and the
                           Limited Partners, in proportion to the amount of Net
                           Losses allocated to each such Partner pursuant to
                           Section 6.1.B(i), to the extent Net Losses previously
                           allocated to each such Partner pursuant to Section
                           6.1.B(i) exceed Net Income previously allocated to
                           each such Partner pursuant to this Section 6.1.A(iv);

                                    (v) fifth, to the holders of any Partnership
                           Interests that are entitled to any preference in
                           distribution in accordance with the rights of such
                           class of Partnership Interests until each such
                           Partnership Interest has been allocated, on a
                           cumulative basis pursuant to this Section 6.1.A(v),
                           Net Income equal to the amount of distributions
                           received which are attributable to the preference of
                           such class or Partnership Interests (and, within such
                           class, pro rata in proportion to the respective
                           Percentage Interest in such class as of the last day
                           of the period for which such allocation is being
                           made); and

                                    (vi) sixth, with respect to Partnership
                           Interests that are not entitled to any preference in
                           distributions, pro rata to each such class in
                           accordance with the terms of such class as set forth
                           in this Agreement or otherwise established by the
                           General Partner pursuant to Section 4.2 (and, within
                           such class, pro rata in proportion to the respective
                           Percentage Interest in such class as of the last day
                           of the period for which such allocation is being
                           made).

                  (e) Section 6.1.B of the Partnership Agreement is hereby
         amended by deleting Section 6.1.B of the Partnership Agreement adding
         the following after Section 6.1.A:

                           B.       Net Losses.  After giving effect to the
                                    ----------
                  special allocations set forth in Section 1 of Exhibit C, Net
                                                                ---------
                  Losses shall be allocated:

                                    (i) first, to each Partner who holds Units
                           not entitled to any preference in distributions, pro
                           rata to each such class in accordance with the terms
                           of such class as set forth in this Agreement or
                           otherwise established by the General Partner pursuant
                           to Section 4.2 (and within such class, pro rata to
                           each Partner in proportion to the respective
                           Percentage Interests held by such Partner in such
                           class as of the last day of the period for which the
                           allocation is being made) until the Adjusted Capital
                           Account (ignoring for this purpose any amounts a
                           Partner is obligated to contribute to the capital of
                           the Partnership under state law as described in
                           Regulation Section 1.704-1(b)(2)(ii)(c)(2) and
                           reduced by the Partner's Series TS Preferred Capital
                           and the Partner's Class A Preferred Capital) of each
                           such Partner is zero;

                                    (ii) second, to each Limited Partner who
                           holds Series TS Preferred Units, pro rata in
                           proportion to the respective Percentage Interest in
                           such

                                       3


<PAGE>

                           series of Units as of the last day of the period for
                           which the allocation is being made, until the
                           Adjusted Capital Account of such Limited Partner is
                           zero;

                                    (iii) third, to the General Partner as
                           holder of the Class A Preferred Units until the
                           Adjusted Capital Account (ignoring for this purpose
                           any amounts the General Partner is obligated to
                           contribute to the capital of the Partnership under
                           state law as described in Regulation Section
                           1.704-1(b)(2)(ii)(c)(2)) of the General Partner is
                           zero; and

                                    (iv)  fourth to the General Partner.

                  (f)      Section 6.1 of the Partnership Agreement is hereby
                           amended by adding after Section 6.1.D the following
                           section:

                  E.       Gross Income Allocation.  Notwithstanding Section
                           -----------------------
6.1.A and Section 6.1.B, but subject to the special allocations set forth in
Section 1 of Exhibit C, to the extent the General Partner's Adjusted Capital
             ---------
Account does not equal at least the Class A Preferred Capital after taking into
account the allocations set forth in Section 6.1.A and Section 6.1.B, then the
General Partner shall be specially allocated items of gross income in an amount
that causes the General Partner's Capital Account to be equal to the Class A
Preferred Capital.

                  2.       The Partnership Agreement is hereby amended by
attaching thereto as Exhibit H the Exhibit H attached hereto.
                     ---------     ---------

                  3.       Pursuant to Section 7.1.A of the Partnership
Agreement, the General Partner hereby amends and restates Exhibit A to the
                                                          ---------
Partnership Agreement as set forth in Exhibit A attached hereto to reflect the
                                      ---------
issuance of 4,000,000 Class A Preferred Units to the General Partner in
connection with the Securities Offering effective as of August 3, 1999.

                  4.       Certain Capitalized Terms. All capitalized terms used
herein and not otherwise defined shall have the meanings assigned in the
Partnership Agreement. Except as modified herein, all covenants, terms and
conditions of the Partnership Agreement shall remain in full force and effect,
which covenants, terms and conditions the General Partner hereby ratifies and
affirms.

                   [SIGNATURE PAGE APPEARS ON FOLLOWING PAGE]


                                       4


<PAGE>

                  IN WITNESS WHEREOF, the undersigned has executed this Eleventh
Amendment as of the 3rd day of August, 1999.

                          HOST MARRIOTT CORPORATION, as
                          General Partner of Host Marriott, L.P.

                          By:
                             ---------------------------------------------------
                                  Christopher G. Townsend, Senior Vice
                                  President, General Counsel and Secretary


                                       5



<PAGE>

                                    EXHIBIT H

                   DESIGNATION OF THE PREFERENCES, CONVERSION
        AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS AND LIMITATIONS AS
                           TO CLASS A PREFERRED UNITS

                  The Class A Preferred Units ("Class A Preferred Units") shall
have the following designations, preferences, rights, powers, restrictions and
limitations:

         (1)      Certain Defined Terms. Capitalized terms used but not defined
                  ---------------------
herein shall have the meanings ascribed thereto in the Partnership Agreement.
The following capitalized terms used in this Designation of Class A Preferred
Units shall have the respective meanings set forth below:

                  "Business Day" means any day, other than a Saturday or Sunday,
that is not a day on which banking institutions in The City of New York are
authorized or required by law, regulation or executive order to be closed.

                  "Class A Preferred Stock" means the 10% Class A Cumulative
Redeemable Preferred Stock, par value $.01 per share, liquidation preference
$25.00 per share of the General Partner.

                  "Distribution Junior Units" means Class A Units, Class B
Units, the Series TS Preferred Units, the Series A Junior Participating
Preferred Units and any other class or series of Units now or hereafter issued
and outstanding the terms of which do not expressly provide that such class or
series of Units ranks senior to or on a parity with the Class A Preferred Units
in the distribution of assets on any liquidation, dissolution or winding up of
the Partnership.

                  "Distribution Parity Units" means any class or series of Units
hereafter issued and outstanding which by its express terms rank on a parity
with the Class A Preferred Units in the distribution of assets on any
liquidation, dissolution or winding up of the Partnership.

                  "Distribution Period" means a quarterly period of each
calendar year that ends on January 15, April 15, July 15 and October 15 in which
any Class A Preferred Units are outstanding, commencing with the Original Issue
Date, except that the Distribution Period during which any Class A Preferred
Units shall be redeemed pursuant to Section 4 shall end on and include such date
of redemption.

                  "Dividend Junior Units" means the Class A Units, Class B
Units, the Series TS Preferred Units, the Series A Junior Participating
Preferred Units, and any other class or series of Units the terms of which do
not expressly provide that such class or series of Units ranks senior to or on a
parity with the Class A Preferred Units in the payment of distributions.

                  "Dividend Parity Units" means any class or series of Units
hereafter issued and outstanding which by its express terms rank on a parity
with the Class A Preferred Units in the payment of distributions.

                                       6


<PAGE>

                  "Fully Junior Units" means the Class A Units, the Class B
Units, the Series TS Preferred Units, the Series A Junior Participating
Preferred Units and any other class or series of Units now or hereafter issued
and outstanding which are both Distribution Junior Units and Dividend Junior
Units.

                  "Junior Units" means the Class A Units, Class B Units, the
Series TS Preferred Units, the Series A Junior Participating Preferred Units and
any other class or series of Units now or hereafter issued and outstanding which
are either Distribution Junior Units or Dividend Junior Units or both. All
references to "Junior Units" shall include, without limitation, all Fully Junior
Units.

                  "Original Issue Date" means August 3, 1999.

                  "Parity Units" means any Units hereafter issued and
outstanding which are either Distribution Parity Units or Dividend Parity Units
or both.

                  "set apart for payment" shall be deemed to include, without
any action other than the following, the recording by the Partnership in its
accounting ledgers of any accounting or bookkeeping entry which indicates,
pursuant to a declaration of distribution by the Partnership, the allocation of
funds to be so paid on any class of series of Units; provided, however, that if
any funds for any class or series of Junior Units or any class or series of
Parity Units are placed in a separate account of the Partnership or delivered to
a disbursing, paying or other similar agent, then "set apart for payment" with
respect to the Class A Preferred Units shall mean placing such funds in a
separate account for the Class A Preferred Units or delivering such funds to a
disbursing, paying or other similar agent for the Class A Preferred Units.

                  "Subject Date" means (a) any date on which any distributions
are authorized, declared or paid or set apart for payment or made upon on any
Junior Units or Parity Units and (b) any date on which any Junior Units or
Parity Units are redeemed, purchased or otherwise acquired for any consideration
or any money paid to or made available for a sinking fund for the redemption of
any such Units by the Partnership.

         (2)      Distributions.
                  -------------

                  (A)      Each holder of Class A Preferred Units shall be
entitled to receive out of Available Cash, when, as and if declared by the
General Partner, cumulative cash distributions at the rate of 10% per annum of
the $25.00 liquidation preference per Class A Preferred Unit (equivalent to an
annual rate of $2.50 per Class A Preferred Unit). Distributions (i) shall accrue
daily and shall begin to accrue and shall be fully cumulative from the Original
Issue Date and (ii) shall be payable quarterly, when, as and if declared by the
General Partner, in arrears in cash on the last day of each Distribution Period,
commencing on October 15, 1999 or if such day is not a Business Day, such
distribution may be paid on the next succeeding Business Day. If the last day of
a Distribution Period is not a Business Day, the payment of such distribution on
the next succeeding Business Day shall have the same force and effect as if made
on the last day of such Distribution Period, and no additional sum shall accrue
on the amount so payable for the period

                                       7


<PAGE>

from and after the last day of the Distribution Period to the next succeeding
Business Day. Accrued and unpaid distributions for any past Distribution Period
may be declared and paid at any time and for such interim periods, without
reference to any regular distribution date, to the holders of the Class A
Preferred Units on such date as may be fixed by the General Partner. Any
distribution made on the Class A Preferred Units shall first be credited against
the earliest accrued but unpaid distribution due with respect to the Class A
Preferred Units which remain payable.

                  (B)      The amount of distributions on the Class A Preferred
Units for any Distribution Period or portion thereof will be computed on the
basis of a 360-day year consisting of twelve 30-day months (it being understood
that the distribution payable on October 15, 1999 shall be for less than a full
quarter). No interest, or sum of money in lieu of interest, shall be payable in
respect of any distribution payment or payments on the Class A Preferred Units
that may be in arrears, in excess of the full cumulative distributions described
above in Section 2(A).

                  (C)      So long as any Class A Preferred Units are
outstanding, no full distributions shall be authorized, declared or paid or set
apart for payment on any class or series of Dividend Parity Units or Dividend
Junior Units for any period unless full cumulative distributions have been or
contemporaneously are authorized, declared and paid or authorized, declared and
a sum sufficient for the payment thereof set apart for such payment on the Class
A Preferred Units for all past Distribution Periods (including, without
limitation, any Distribution Period that terminates on a Subject Date). When
such cumulative distributions are not paid in full or a sum sufficient for such
full payment is not set apart on the Class A Preferred Units and any class or
series of Dividend Parity Units, all distributions authorized and declared upon
the Class A Preferred Units and any other class or series of Dividend Parity
Units will be authorized and declared pro rata so that the amount of
distributions authorized and declared with respect to the Class A Preferred
Units and such other class or series of Dividend Parity Units will in all cases
bear to each other the same ratio that accrued and unpaid distributions on the
Class A Preferred Units and such other class or series of Dividend Parity Units
bear to each other.

                  (D)      Except as provided in the immediately preceding
paragraph, so long as any Class A Preferred Units are outstanding, unless full
cumulative distributions on all outstanding Class A Preferred Units have been or
contemporaneously are authorized, declared and paid or authorized, declared and
a sum sufficient for the payment thereof set apart for such payment on the Class
A Preferred Units for all past Distribution Periods (including without
limitation, any Distribution Period that terminates on a Subject Date) no
distributions (other than distributions paid solely in Fully Junior Units) shall
be authorized, declared or paid or set apart for payment on any Junior Units or
Parity Units, nor shall any Junior Units or any Parity Units be redeemed,
purchased or otherwise acquired for any consideration or any monies paid to or
made available for a sinking fund for the redemption of any such Junior Units or
Parity Units by the Partnership except (i) by redemption or exchange of such
Units for Fully Junior Units, (ii) by redemption or exchange of such Units by
the General Partner for Shares ranking junior to the Shares of Class A Preferred
Stock as to dividends and as to distributions of assets upon the General
Partner's liquidation, dissolution and winding up and (iii) to preserve the
General Partner's status as a REIT or to preserve the Partnership's status as a
"partnership" for federal income tax purposes.

                                       8


<PAGE>

                  (E)      No distributions on the Class A Preferred Units shall
be authorized or declared by the General Partner or paid or set apart for
payment by the Partnership at such time as the terms and provisions of any
agreement of the General Partner or the Partnership, including any
organizational document or agreement relating to indebtedness of either of them,
prohibits such authorization, declaration, payment or setting apart for payment
or provides that such authorization, declaration, payment or setting apart for
payment would constitute a breach thereof or a default thereunder, or if such
authorization, declaration or payment shall be restricted or prohibited by law.
Notwithstanding the foregoing, distributions on the Class A Preferred Units will
accrue and be cumulative whether or not the terms and provisions of any
agreement of the Partnership or the General Partner prohibits the payment of
distributions, whether or not the Partnership has earnings, whether or not there
is Available Cash or funds legally available for the payment of such
distributions and whether or not such distributions are authorized.

                  (F)      All references to "accrued" or "accrued and unpaid"
distributions on the Class A Preferred Units (and all references of like import)
include, unless otherwise expressly stated or the context otherwise requires,
accumulated distributions, if any, on the Class A Preferred Units; and all
references to "accrued" or "accrued and unpaid" distributions on any class or
series of Units other than the Class A Preferred Units include, if, and only if,
such other class or series of Units provides for cumulative distributions and
unless otherwise expressly stated or the context otherwise requires, accumulated
distributions, if any, thereon.

         3.       Liquidation Preference.
                  ----------------------

                  (A)      In the event of any liquidation, dissolution or
winding up of the Partnership, whether voluntary or involuntary, before any
payment or distribution of the assets of the Partnership shall be made to or set
apart for the holders of any Distribution Junior Units, the holders of the Class
A Preferred Units shall be entitled to receive $25.00 per Class A Preferred
Unit, plus an amount equal to all distributions (whether or not earned or
declared) accumulated, accrued and unpaid thereon to, but not including, the
date of payment (such aggregate amount the "Class A Liquidation Preference").
Until the holders of the Class A Preferred Units have been paid the Class A
Liquidation Preference in full, no payment or distribution will be made to any
holder of any Distribution Junior Units upon the liquidation, dissolution or
winding up of the Partnership. If, upon any such liquidation, dissolution or
winding up of the Partnership, the assets of the Partnership, or the proceeds
thereof, distributable to the holders of the Class A Preferred Units shall be
insufficient to pay in full the Class A Liquidation Preference and liquidating
payments on any other class or series of Distribution Parity Units, then such
assets, or the proceeds thereof, shall be distributed among the holders of the
Class A Preferred Units and the holders of such Distribution Parity Units
ratably in proportion to the full liquidating distributions (including, if
applicable, accumulated, accrued and unpaid distributions) to which they would
otherwise respectively be entitled.

                  (B)      Subject to the rights of the holders of Distribution
Parity Units upon any liquidation, dissolution or winding up, whether voluntary
or involuntary, of the Partnership, after payment in full of the Class A
Liquidation Preference for all outstanding Class A Preferred Units shall have
been made to the holders of the Class A Preferred Units, as provided in Section
3(A),

                                       9


<PAGE>

any other class or series of Distribution Junior Units shall, subject to any
respective terms and provisions applying thereto, be entitled to receive any and
all assets, or the proceeds thereof, remaining to be paid or distributed, and
the holders of the Class A Preferred Units, as such, shall not be entitled to
share therewith. After payment of the full amount of the Class A Liquidation
Preference for each outstanding Class A Preferred Unit, the holders of the Class
A Preferred Units, as such, will have no right or claim to any of the remaining
assets of the Partnership. The preceding sentence shall not affect the right of
the General Partner or any other holder of Class A Preferred Units to share in
any distribution or payment of the assets of the Partnership upon any
liquidation, dissolution or winding up, whether voluntary or involuntary, of the
Partnership as a result of its holding another class or series of Units.

                  (C)      None of a consolidation or merger of the Partnership
with or into another entity, or a sale, lease, transfer or conveyance of all or
substantially all of the Partnership's property or business, shall be considered
a liquidation, dissolution or winding up of the Partnership.

         (4)      Redemption. If, and only if, shares of Class A Preferred Stock
are redeemed (whether automatically or at the option of the General Partner or
otherwise), the Partnership shall, on the date set for redemption of such shares
of Class A Preferred Stock, redeem an equal number of Class A Preferred Units at
a redemption price equal to the product of (i) the number of Class A Preferred
Units being redeemed and (ii) the sum of $25.00 and all distributions (whether
or not earned or declared) accumulated, accrued and unpaid thereon to, but not
including, the date fixed for redemption of such Units.

         (5)      Ranking. Any class or series of Units shall be deemed to rank:
                  -------

                  (A)      prior to the Class A Preferred Units, as to the
payment of distributions and as to distributions of assets upon liquidation,
dissolution or winding up of the Partnership, if the express terms of such class
or series of Units provides that the holders of such class or series of Units
shall be entitled to the payment of distributions or the distribution of assets
upon liquidation, dissolution or winding up, as the case may be, in preference
or priority to the holders of the Class A Preferred Units;

                  (B)      on a parity with the Class A Preferred Units as to
the payment of distributions and as to distributions of assets upon liquidation,
dissolution or winding up of the Partnership, whether or not the distribution
rates, distribution payment dates or redemption or liquidation prices per Unit
are different from those of the Class A Preferred Units, if the express terms of
such class or series of Units provide that the holders of such class or series
of Units and the Class A Preferred Units shall be entitled to the payment of
distributions and the distribution of assets upon liquidation, dissolution or
winding up in proportion to their respective amounts of accrued, accumulated (if
applicable) and unpaid distributions per Unit or liquidation preferences, as the
case may be, without preference or priority one over the other;

                  (C)      junior to the Class A Preferred Units, as to the
payment of distributions or as to the distributions of assets upon liquidation,
dissolution and winding up of the Partnership, as the case may be, if such class
or series of Units shall be Junior Units; and

                                       10


<PAGE>

                  (D) junior to the Class A Preferred Units, as to the payment
of distributions and as to the distribution of assets upon liquidation,
dissolution and winding up of the Partnership if such class or series of Units
shall be Fully Junior Units.

         (6)      Allocations. For purposes of maintaining the Capital Accounts
                  -----------
and in determining the rights of the General Partner, as holder of the Class A
Preferred Units, the Partnership's items of income, gain, loss and deduction
shall be allocated to the General Partner, as holder of the Class A Preferred
Units, and the other Partners in each taxable year (or portion thereof) in
accordance with Article VI of the Partnership Agreement as amended by this
Eleventh Amendment.

         (7)      Voting Rights.  The holders of the Class A Preferred Units
                  -------------
shall not have any voting or consent rights in respect of their partnership
interest represented by the Class A Preferred Units.

         (8)      Transfer Restrictions.  Except as set forth in Section 11.2 of
                  ---------------------
the Partnership Agreement, the Class A Preferred Units shall not be
transferable.


                                       11


<PAGE>


                                                                     Exhibit 3.3


                             SIXTEENTH AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                               HOST MARRIOTT, L.P.

                  This SIXTEENTH AMENDMENT TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF HOST MARRIOTT, L.P. (this "Sixteenth
Amendment"), dated as of November 29, 1999, is entered into by Host Marriott
Corporation, a Maryland corporation, as general partner (the "General Partner")
of Host Marriott, L.P., a Delaware limited partnership (the "Partnership"), for
itself and on behalf of the limited partners of the Partnership (the "Limited
Partners").

                  WHEREAS, the General Partner has issued on the date hereof
4,000,000 shares of 10% Class B Cumulative Redeemable Preferred Stock (the
"Class B Preferred Stock") in an offering registered under the Securities Act of
1933, as amended, pursuant to that certain Prospectus Supplement, dated November
19, 1999 to a Prospectus dated December 30, 1998 (the "Securities Offering") and
the General Partner has contributed the net proceeds from the sale of such
shares of Class B Preferred Stock to the Partnership in exchange for 100% of a
new class of Units entitled the Class B Preferred Units, which will have rights
and preferences substantially identical to those of the
 Class B Preferred Stock
(it being understood that, if the General Partner issues additional shares of
Class B Preferred Stock after the date hereof, the General Partner will
contribute the net proceeds from the sale of such additional shares to the
Partnership in exchange for an equal number of additional Class B Preferred
Units).

                  WHEREAS, pursuant to the authority granted to the General
Partner pursuant to Section 4.2 of the Second Amended and Restated Agreement of
Limited Partnership of the Partnership, dated as of December 30, 1998 (the
"Partnership Agreement"), the General Partner desires to amend the Partnership
Agreement (i) to establish the Class B Preferred Units as a new class of Units,
(ii) to set forth the designations, preferences, rights, powers, restrictions
and limitations of the Class B Preferred Units and (iii) to issue to the General
Partner 4,000,000 Class B Preferred Units.

                  NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement, as
follows:

                  1.       Amendment to Partnership Agreement.

                  (a) Article I of the Partnership Agreement is hereby amended
         by adding the following defined term:

                  "Class B Preferred Capital" means an amount, with respect to
                   -------------------------
         the General Partner, equal to the product of (i) the number of Class B
         Preferred Units then issued and outstanding multiplied by (ii) the sum
         of $25.00 and any accumulated, accrued and unpaid distributions on the
         Class B Preferred Units.


<PAGE>

                  (b) Section 4.2 of the Partnership Agreement is hereby amended
         by adding the following after Section 4.2.F:

                  G. Class B Preferred Units. Under the authority granted to it
                     -----------------------
pursuant to Section 4.2.A hereof, the General Partner hereby establishes an
additional Class of Units entitled "Class B Preferred Units" (the "Class B
Preferred Units"). Class B Preferred Units shall have the designations,
preferences, rights, powers, restrictions and limitations set forth in Exhibit I
hereto.

                  (c) Section 6.1.B of the Partnership Agreement is hereby
         amended by deleting Section 6.1.B of the Partnership Agreement and
         adding the following after Section 6.1.A:

                      B. Net Losses. After giving effect to the special
                  allocations set forth in Section 1 of Exhibit C, Net Losses
                  shall be allocated:

                         (i)  first, to each Partner who holds Units not
                       entitled to any preference in distributions, pro rata to
                       each such class in accordance with the terms of such
                       class as set forth in this Agreement or otherwise
                       established by the General Partner pursuant to Section
                       4.2 (and within such class, pro rata to each Partner in
                       proportion to the respective Percentage Interests held by
                       such Partner in such class as of the last day of the
                       period for which the allocation is being made) until the
                       Adjusted Capital Account (ignoring for this purpose any
                       amounts a Partner is obligated to contribute to the
                       capital of the Partnership under state law as described
                       in Regulation Section 1.704-1(b)(2)(ii)(c)(2) and reduced
                       by the Partner's Series TS Preferred Capital, the
                       Partner's Class A Preferred Capital and the Partner's
                       Class B Preferred Capital) of each such Partner is zero;

                         (ii)  second, to each Limited Partner who holds Series
                      TS Preferred Units, pro rata in proportion to the
                      respective Percentage Interest in such series of Units as
                      of the last day of the period for which the allocation is
                      being made, until the Adjusted Capital Account of such
                      Limited Partner is zero;

                         (iii) third, to the General Partner as holder of the
                      Class A Preferred Units and as holder of the Class B
                      Preferred Units until the Adjusted Capital Account
                      (ignoring for this purpose any amounts the General Partner
                      is obligated to contribute to the capital of the
                      Partnership under state law as described in Regulation
                      Section 1.704-1(b)(2)(ii)(c)(2)) of the General Partner is
                      zero; and

                         (iv) fourth to the General Partner.






<PAGE>

                  (d) Section 6.1.E of the Partnership Agreement is hereby
         amended by deleting Section 6.1.E of the Partnership Agreement and
         adding the following after Section 6.1.D:

                  E. Gross Income Allocation. Notwithstanding Section 6.1.A and
                     -----------------------
Section 6.1.B, but subject to the special allocations set forth in Section 1 of
Exhibit C, to the extent the General Partner's Adjusted Capital Account does not
---------
equal at least the sum of the Class A Preferred Capital and the Class
B Preferred Capital after taking into account the allocations set forth in
Section 6.1.A and Section 6.1.B, then the General Partner shall be specially
allocated items of gross income in an amount that causes the General Partner's
Capital Account to be equal to the sum of the Class A Preferred Capital and the
Class B Preferred Capital.

                  2. The Partnership Agreement is hereby amended by attaching
thereto as Exhibit I the Exhibit I attached hereto.
           ---------     ---------

                  3. Pursuant to Section 7.1.A of the Partnership Agreement, the
General Partner hereby amends and restates Exhibit A to the Partnership
Agreement as set forth in Exhibit A attached hereto to reflect the issuance of
                          ---------
4,000,000 Class B Preferred Units to the General Partner in connection with the
Securities Offering effective as of November 29, 1999.

                  4. Certain Capitalized Terms. All capitalized terms used
                     -------------------------
herein and not otherwise defined shall have the meanings assigned in the
Partnership Agreement. Except as modified herein, all covenants, terms and
conditions of the Partnership Agreement shall remain in full force and effect,
which covenants, terms and conditions the General Partner hereby ratifies and
affirms.

                   [SIGNATURE PAGE APPEARS ON FOLLOWING PAGE]







<PAGE>

                  IN WITNESS WHEREOF, the undersigned has executed this
Sixteenth Amendment as of the 29th day of November, 1999.

                                     HOST MARRIOTT CORPORATION, as
                                     General Partner of Host Marriott,
                                     L.P.

                                     By:
                                        ----------------------------------------
                                        Christopher G. Townsend, Senior Vice
                                        President, General Counsel and Secretary









<PAGE>

                                    EXHIBIT I

                   DESIGNATION OF THE PREFERENCES, CONVERSION
          AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS AND LIMITATIONS
                         AS TO CLASS B PREFERRED UNITS

                  The Class B Preferred Units ("Class B Preferred Units") shall
have the following designations, preferences, rights, powers, restrictions and
limitations:

         (1) Certain Defined Terms. Capitalized terms used but not defined
             ---------------------
herein shall have the meanings ascribed thereto in the Partnership Agreement.
The following capitalized terms used in this Designation of Class B Preferred
Units shall have the respective meanings set forth below:

                  "Business Day" means any day, other than a Saturday or Sunday,
that is not a day on which banking institutions in The City of New York are
authorized or required by law, regulation or executive order to be closed.

                  "Class B Preferred Stock" means the 10% Class B Cumulative
Redeemable Preferred Stock, par value $.01 per share, liquidation preference
$25.00 per share of the General Partner.

                  "Distribution Junior Units" means Class A Units, Class B
Units, the Series TS Preferred Units, the Series A Junior Participating
Preferred Units and any other class or series of Units now or hereafter issued
and outstanding the terms of which do not expressly provide that such class or
series of Units ranks senior to or on a parity with the Class B Preferred Units
in the distribution of assets on any liquidation, dissolution or winding up of
the Partnership.

                  "Distribution Parity Units" means the Class A Preferred Units
and any other class or series of Units hereafter issued and outstanding which by
its express terms ranks on a parity with the Class B Preferred Units in the
distribution of assets on any liquidation, dissolution or winding up of the
Partnership.

                  "Distribution Period" means a quarterly period of each
calendar year that ends on January 15, April 15, July 15 and October 15 in which
any Class B Preferred Units are outstanding, commencing with the Original Issue
Date, except that the Distribution Period during which any Class B Preferred
Units shall be redeemed pursuant to Section 4 shall end on and include such date
of redemption.

                  "Dividend Junior Units" means the Class A Units, Class B
Units, the Series TS Preferred Units, the Series A Junior Participating
Preferred Units, and any other class or series of Units now or hereafter issued
and outstanding the terms of which do not expressly provide that such class or
series of Units ranks senior to or on a parity with the Class B Preferred Units
in the payment of distributions.




<PAGE>

                  "Dividend Parity Units" means the Class A Preferred Units and
any other class or series of Units hereafter issued and outstanding which by its
express terms ranks on a parity with the Class B Preferred Units in the payment
of distributions.

                  "Fully Junior Units" means the Class A Units, the Class B
Units, the Series TS Preferred Units, the Series A Junior Participating
Preferred Units and any other class or series of Units now or hereafter issued
and outstanding which are both Distribution Junior Units and Dividend Junior
Units.

                  "Junior Units" means the Class A Units, Class B Units, the
Series TS Preferred Units, the Series A Junior Participating Preferred Units and
any other class or series of Units now or hereafter issued and outstanding which
are either Distribution Junior Units or Dividend Junior Units or both. All
references to "Junior Units" shall include, without limitation, all Fully Junior
Units.

                  "Original Issue Date" means November 29, 1999.

                  "Parity Units" means the Class A Preferred Units and any other
Units hereafter issued and outstanding which are either Distribution Parity
Units or Dividend Parity Units or both.

                  "set apart for payment" shall be deemed to include, without
any action other than the following, the recording by the Partnership in its
accounting ledgers of any accounting or bookkeeping entry which indicates,
pursuant to a declaration of distribution by the Partnership, the allocation of
funds to be so paid on any class or series of Units; provided, however, that if
any funds for any class or series of Junior Units or any class or series of
Parity Units are placed in a separate account of the Partnership or delivered to
a disbursing, paying or other similar agent, then "set apart for payment" with
respect to the Class B Preferred Units shall mean placing such funds in a
separate account for the Class B Preferred Units or delivering such funds to a
disbursing, paying or other similar agent for the Class B Preferred Units.

                  "Subject Date" means (a) any date on which any distributions
are authorized, declared or paid or set apart for payment or made upon on any
Junior Units or Parity Units and (b) any date on which any Junior Units or
Parity Units are redeemed, purchased or otherwise acquired for any consideration
or any money paid to or made available for a sinking fund for the redemption of
any such Units by the Partnership.

         (2)      Distributions.
                  -------------

                  (A) Each holder of Class B Preferred Units shall be entitled
to receive out of Available Cash, when, as and if declared by the General
Partner, cumulative cash distributions at the rate of 10% per annum of the
$25.00 liquidation preference per Class B Preferred Unit (equivalent to an
annual rate of $2.50 per Class B Preferred Unit). Distributions (i) shall accrue
daily and shall begin to accrue and shall be fully cumulative from the Original
Issue Date and (ii) shall be payable quarterly, when, as and if declared by the
General Partner, in arrears in cash on the last day of each Distribution Period,
commencing on January 15, 2000 or if such day is not a



<PAGE>

Business Day, such distribution may be paid on the next succeeding Business Day.
If the last day of a Distribution Period is not a Business Day, the payment of
such distribution on the next succeeding Business Day shall have the same force
and effect as if made on the last day of such Distribution Period, and no
additional sum shall accrue on the amount so payable for the period from and
after the last day of the Distribution Period to the next succeeding Business
Day. Accrued and unpaid distributions for any past Distribution Period may be
declared and paid at any time and for such interim periods, without reference to
any regular distribution date, to the holders of the Class B Preferred Units on
such date as may be fixed by the General Partner. Any distribution made on the
Class B Preferred Units shall first be credited against the earliest accrued but
unpaid distribution due with respect to the Class B Preferred Units which remain
payable.

                  (B) The amount of distributions on the Class B Preferred Units
for any Distribution Period or portion thereof will be computed on the basis of
a 360-day year consisting of twelve 30-day months (it being understood that the
distribution payable on January 15, 2000 shall be for less than a full quarter).
No interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on the Class B Preferred Units that may be
in arrears, in excess of the full cumulative distributions described above in
Section 2(A).

(C) So long as any Class B Preferred Units are outstanding, no full
distributions shall be authorized, declared or paid or set apart for payment on
any class or series of Dividend Parity Units or Dividend Junior Units for any
period unless full cumulative distributions have been or contemporaneously are
authorized, declared and paid or authorized, declared and a sum sufficient for
the payment thereof set apart for such payment on the Class B Preferred Units
for all past Distribution Periods (including, without limitation, any
Distribution Period that terminates on a Subject Date). When such cumulative
distributions are not paid in full or a sum sufficient for such full payment is
not set apart on the Class B Preferred Units and any class or series of Dividend
Parity Units, all distributions authorized and declared upon the Class B
Preferred Units and any other class or series of Dividend Parity Units will be
authorized and declared pro rata so that the amount of distributions authorized
and declared with respect to the Class B Preferred Units and such other class or
series of Dividend Parity Units will in all cases bear to each other the same
ratio that accrued and unpaid distributions on the Class B Preferred Units and
such other class or series of Dividend Parity Units bear to each other.

                  (D) Except as provided in the immediately preceding paragraph,
so long as any Class B Preferred Units are outstanding, unless full cumulative
distributions on all outstanding Class B Preferred Units have been or
contemporaneously are authorized, declared and paid or authorized, declared and
a sum sufficient for the payment thereof set apart for such payment on the Class
B Preferred Units for all past Distribution Periods (including without
limitation, any Distribution Period that terminates on a Subject Date), no
distributions (other than distributions paid solely in Fully Junior Units) shall
be authorized, declared or paid or set apart for payment on any Junior Units or
Parity Units, nor shall any Junior Units or any Parity Units be redeemed,
purchased or otherwise acquired for any consideration or any monies paid to or
made available for a sinking fund for the redemption of any such Junior Units or
Parity Units by the Partnership except (i) by redemption or exchange of such
Units for Fully Junior Units, (ii) by redemption or exchange of such Units by
the General Partner for Shares ranking junior to the



<PAGE>

Shares of Class B Preferred Stock as to dividends and as to distributions of
assets upon the General Partner's liquidation, dissolution and winding up and
(iii) to preserve the General Partner's status as a REIT or to preserve the
Partnership's status as a "partnership" for federal income tax purposes.

                  (E) No distributions on the Class B Preferred Units shall be
authorized or declared by the General Partner or paid or set apart for payment
by the Partnership at such time as the terms and provisions of any agreement of
the General Partner or the Partnership, including any organizational document or
agreement relating to indebtedness of either of them, prohibits such
authorization, declaration, payment or setting apart for payment or provides
that such authorization, declaration, payment or setting apart for payment would
constitute a breach thereof or a default thereunder, or if such authorization,
declaration or payment shall be restricted or prohibited by law. Notwithstanding
the foregoing, distributions on the Class B Preferred Units will accrue and be
cumulative whether or not the terms and provisions of any agreement of the
Partnership or the General Partner prohibits the payment of distributions,
whether or not the Partnership has earnings, whether or not there is Available
Cash or funds legally available for the payment of such distributions and
whether or not such distributions are authorized.

                  (F) All references to "accrued" or "accrued and unpaid"
distributions on the Class B Preferred Units (and all references of like import)
include, unless otherwise expressly stated or the context otherwise requires,
accumulated distributions, if any, on the Class B Preferred Units; and all
references to "accrued" or "accrued and unpaid" distributions on any class or
series of Units other than the Class B Preferred Units include, if, and only if,
such other class or series of Units provides for cumulative distributions and
unless otherwise expressly stated or the context otherwise requires, accumulated
distributions, if any, thereon.

         3.       Liquidation Preference.
                  ----------------------

                  (A) In the event of any liquidation, dissolution or winding up
of the Partnership, whether voluntary or involuntary, before any payment or
distribution of the assets of the Partnership shall be made to or set apart for
the holders of any Distribution Junior Units, the holders of the Class B
Preferred Units shall be entitled to receive $25.00 per Class B Preferred Unit,
plus an amount equal to all distributions (whether or not earned or declared)
accumulated, accrued and unpaid thereon to, but not including, the date of
payment (such aggregate amount the "Class B Liquidation Preference"). Until the
holders of the Class B Preferred Units have been paid the Class B Liquidation
Preference in full, no payment or distribution will be made to any holder of any
Distribution Junior Units upon the liquidation, dissolution or winding up of the
Partnership. If, upon any such liquidation, dissolution or winding up of the
Partnership, the assets of the Partnership, or the proceeds thereof,
distributable to the holders of the Class B Preferred Units shall be
insufficient to pay in full the Class B Liquidation Preference and liquidating
payments on any other class or series of Distribution Parity Units, then such
assets, or the proceeds thereof, shall be distributed among the holders of the
Class B Preferred Units and the holders of such Distribution Parity Units
ratably in proportion to the full liquidating distributions (including, if
applicable, accumulated, accrued and unpaid distributions) to which they would
otherwise respectively be entitled.




<PAGE>

                  (B) Subject to the rights of the holders of Distribution
Parity Units upon any liquidation, dissolution or winding up, whether voluntary
or involuntary, of the Partnership, after payment in full of the Class B
Liquidation Preference for all outstanding Class B Preferred Units shall have
been made to the holders of the Class B Preferred Units, as provided in Section
3(A), any class or series of Distribution Junior Units shall, subject to any
respective terms and provisions applying thereto, be entitled to receive any and
all assets, or the proceeds thereof, remaining to be paid or distributed, and
the holders of the Class B Preferred Units, as such, shall not be entitled to
share therewith. After payment of the full amount of the Class B Liquidation
Preference for each outstanding Class B Preferred Unit, the holders of the Class
B Preferred Units, as such, will have no right or claim to any of the remaining
assets of the Partnership. The preceding two sentences shall not affect the
right of the General Partner or any other holder of Class B Preferred Units to
share in any distribution or payment of the assets of the Partnership upon any
liquidation, dissolution or winding up, whether voluntary or involuntary, of the
Partnership as a result of its holding another class or series of Units.

                  (C) None of a consolidation or merger of the Partnership with
or into another entity, or a sale, lease, transfer or conveyance of all or
substantially all of the Partnership's property or business, shall be considered
a liquidation, dissolution or winding up of the Partnership.

         (4)      Redemption. If, and only if, shares of Class B Preferred Stock
                  ----------
are redeemed (whether automatically or at the option of the General Partner or
otherwise), the Partnership shall, on the date set for redemption of such shares
of Class B Preferred Stock, redeem an equal number of Class B Preferred Units at
a redemption price equal to the product of (i) the number of Class B Preferred
Units being redeemed and (ii) the sum of $25.00 and all distributions (whether
or not earned or declared) accumulated, accrued and unpaid thereon to, but not
including, the date fixed for redemption of such Units.

         (5)      Ranking. Any class or series of Units shall be deemed to rank:
                  -------

                  (A) prior to the Class B Preferred Units, as to the payment of
distributions and as to distributions of assets upon liquidation, dissolution or
winding up of the Partnership, if the express terms of such class or series of
Units provides that the holders of such class or series of Units shall be
entitled to the payment of distributions or the distribution of assets upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of the Class B Preferred Units;

                  (B) on a parity with the Class B Preferred Units as to the
payment of distributions and as to distributions of assets upon liquidation,
dissolution or winding up of the Partnership, whether or not the distribution
rates, distribution payment dates or redemption or liquidation prices per Unit
are different from those of the Class B Preferred Units, if such Units are Class
A Preferred Units (it being understood that the Class A Preferred Units and the
Class B Preferred Units are entitled to the payment of distributions and the
distribution of assets upon liquidation, dissolution or winding up in proportion
to their respective amounts of accrued, accumulated and unpaid distributions per
Unit or liquidation preferences, as the case may be, without preference or
priority one over the other) or if the express terms of such class or series of



<PAGE>

Units provide that the holders of such class or series of Units and the Class B
Preferred Units shall be entitled to the payment of distributions and the
distribution of assets upon liquidation, dissolution or winding up in proportion
to their respective amounts of accrued, accumulated (if applicable) and unpaid
distributions per Unit or liquidation preferences, as the case may be, without
preference or priority one over the other;

                  (C) junior to the Class B Preferred Units, as to the payment
of distributions or as to the distributions of assets upon liquidation,
dissolution and winding up of the Partnership, as the case may be, if such class
or series of Units shall be Junior Units; and

                  (D) junior to the Class B Preferred Units, as to the payment
of distributions and as to the distribution of assets upon liquidation,
dissolution and winding up of the Partnership if such class or series of Units
shall be Fully Junior Units.

         (6)      Allocations. For purposes of maintaining the Capital Accounts
                  -----------
and in determining the rights of the General Partner, as holder of the Class B
Preferred Units, the Partnership's items of income, gain, loss and deduction
shall be allocated to the General Partner, as holder of the Class B Preferred
Units, and the other Partners in each taxable year (or portion thereof) in
accordance with Article VI of the Partnership Agreement as amended by this
Sixteenth Amendment.

         (7)      Voting Rights.  The holders of the Class B Preferred Units
                  -------------
shall not have any voting or consent rights in respect of their partnership
interest represented by the Class B Preferred Units.

         (8)      Transfer Restrictions.  Except as set forth in Section 11.2
                  ---------------------
of the Partnership Agreement, the Class B Preferred Units shall not be
transferable.



<PAGE>
                                                                     Exhibit 3.4

                            TWENTY-FIFTH AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                               HOST MARRIOTT, L.P.


                  This TWENTY-FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF HOST MARRIOTT, L.P. (this "Twenty-Fifth
Amendment"), dated as of March 27, 2001, is entered into by Host Marriott
Corporation, a Maryland corporation, as general partner (the "General Partner")
of Host Marriott, L.P., a Delaware limited partnership (the "Partnership"), for
itself and on behalf of the limited partners of the Partnership (the "Limited
Partners").

                  WHEREAS, the General Partner has issued on the date hereof
5,200,000 shares of 10% Class C Cumulative Redeemable Preferred Stock (the
"Class C Preferred Stock") in an offering registered under the Securities Act of
1933, as amended, pursuant to that certain Prospectus Supplement, dated March
22, 2001 to a Prospectus dated December 30, 1998 (the "Securities Offering") and
the General Partner has contributed the net proceeds from the sale of such
shares of Class C Preferred Stock to the Partnership in exchange for 100% of a
new class of Units entitled the Class C Preferred Units, which will have rights
and preferences substantially identical to those of the
 Class C Preferred Stock
(it being understood that, if the General Partner issues additional shares of
Class C Preferred Stock after the date hereof, the General Partner will
contribute the net proceeds from the sale of such additional shares to the
Partnership in exchange for an equal number of additional Class C Preferred
Units).

                  WHEREAS, pursuant to the authority granted to the General
Partner pursuant to Section 4.2 of the Second Amended and Restated Agreement of
Limited Partnership of the Partnership, dated as of December 30, 1998 (the
"Partnership Agreement"), the General Partner desires to amend the Partnership
Agreement (i) to establish the Class C Preferred Units as a new class of Units,
(ii) to set forth the designations, preferences, rights, powers, restrictions
and limitations of the Class C Preferred Units and (iii) to issue to the General
Partner 5,200,000 Class C Preferred Units.

                  NOW THEREFORE, in consideration of the premises and for other
good and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the General Partner hereby amends the Partnership Agreement, as
follows:

                  1.       Amendment to Partnership Agreement.

                  (a)      Article I of the Partnership Agreement is hereby
         amended by adding the following defined term:

                  "Class C Preferred Capital" means an amount, with respect to
                   -------------------------
         the General Partner, equal to the product of (i) the number of Class C
         Preferred Units then issued and outstanding multiplied by (ii) the sum
         of $25.00 and any accumulated, accrued and unpaid distributions on the
         Class C Preferred Units.





<PAGE>

                  (b)      Section 4.2 of the Partnership Agreement is hereby
amended by adding the following after Section 4.2.H:

                           I.      Class C Preferred Units.  Under the authority
                                   -----------------------
granted to it pursuant to Section 4.2.A hereof, the General Partner hereby
establishes an additional Class of Units entitled "Class C Preferred Units" (the
"Class C Preferred Units"). Class C Preferred Units shall have the designations,
preferences, rights, powers, restrictions and limitations set forth in Exhibit J
hereto.

                  (c) Section 6.1.B of the Partnership Agreement is hereby
         amended by deleting Section 6.1.B of the Partnership Agreement and
         adding the following after Section 6.1.A:

                           B.      Net Losses.  After giving effect to the
                                   ----------
special allocations set forth in Section 1 of Exhibit C, Net Losses shall be
                                              ---------
allocated:

                                   (i) first, to each Partner who holds Units
                           not entitled to any preference in distributions, pro
                           rata to each such class in accordance with the terms
                           of such class as set forth in this Agreement or
                           otherwise established by the General Partner pursuant
                           to Section 4.2 (and within such class, pro rata to
                           each Partner in proportion to the respective
                           Percentage Interests held by such Partner in such
                           class as of the last day of the period for which the
                           allocation is being made) until the Adjusted Capital
                           Account (ignoring for this purpose any amounts a
                           Partner is obligated to contribute to the capital of
                           the Partnership under state law as described in
                           Regulation Section 1.704-1(b)(2)(ii)(c)(2) and
                           reduced by the Partner's Series AM Preferred Capital,
                           the Partner's Class A Preferred Capital, the
                           Partner's Class B Preferred Capital and the Partner's
                           Class C Preferred Capital) of each such Partner is
                           zero;

                                   (ii) second, to each Limited Partner who
                           holds Series AM Preferred Units, pro rata in
                           proportion to the respective Percentage Interest in
                           such series of Units as of the last day of the period
                           for which the allocation is being made, until the
                           Adjusted Capital Account of such Limited Partner is
                           zero;

                                   (iii) third, to the General Partner as
                           holder of the Class A Preferred Units, as holder of
                           the Class B Preferred Units and as holder of the
                           Class C Preferred Units until the Adjusted Capital
                           Account (ignoring for this purpose any amounts the
                           General Partner is obligated to contribute to the
                           capital of the Partnership under state law as
                           described in Regulation Section
                           1.704-1(b)(2)(ii)(c)(2)) of the General Partner is
                           zero; and

                                   (iv) fourth to the General Partner.








<PAGE>

                  (d) Section 6.1.E of the Partnership Agreement is hereby
         amended by deleting Section 6.1.E of the Partnership Agreement and
         adding the following after Section 6.1.D:

                  E.       Gross Income Allocation.  Notwithstanding Section
                           -----------------------
6.1.A and Section 6.1.B, but subject to the special allocations set forth in
Section 1 of Exhibit C, to the extent the General Partner's Adjusted Capital
             ---------
Account does not equal at least the sum of the Class A Preferred Capital, the
Class B Preferred Capital and the Class C Preferred Capital after taking into
account the allocations set forth in Section 6.1.A and Section 6.1.B, then the
General Partner shall be specially allocated items of gross income in an amount
that causes the General Partner's Capital Account to be equal to the sum of the
Class A Preferred Capital, the Class B Preferred Capital and the Class C
Preferred Capital.

                  2.       The Partnership Agreement is hereby amended by
attaching thereto as Exhibit J the Exhibit J attached hereto.
                     ---------     ---------

                  3. Pursuant to Section 7.1.A of the Partnership Agreement, the
General Partner hereby amends and restates Exhibit A to the Partnership
                                           ---------
Agreement as set forth in Exhibit A attached hereto to reflect the issuance of
                          ---------
5,200,000 Class C Preferred Units to the General Partner in connection with the
Securities Offering effective as of March 27, 2001.

                  4. Certain Capitalized Terms. All capitalized terms used
herein and not otherwise defined shall have the meanings assigned in the
Partnership Agreement. Except as modified herein, all covenants, terms and
conditions of the Partnership Agreement shall remain in full force and effect,
which covenants, terms and conditions the General Partner hereby ratifies and
affirms.

                   [SIGNATURE PAGE APPEARS ON FOLLOWING PAGE]








<PAGE>

                  IN WITNESS WHEREOF, the undersigned has executed this
Twenty-Fifth Amendment as of the __th day of March, 2001.

                                      HOST MARRIOTT CORPORATION, as
                                      General Partner of Host Marriott, L.P.


                                      By:
                                             ---------------------------------
                                      Name:
                                             ---------------------------------
                                      Title:
                                             ---------------------------------










<PAGE>

                                    EXHIBIT J

                   DESIGNATION OF THE PREFERENCES, CONVERSION
        AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS AND LIMITATIONS AS
                           TO CLASS C PREFERRED UNITS

                  The Class C Preferred Units ("Class C Preferred Units") shall
have the following designations, preferences, rights, powers, restrictions and
limitations:

           (1)    Certain Defined Terms. Capitalized terms used but not defined
                  ---------------------
herein shall have the meanings ascribed thereto in the Partnership Agreement.
The following capitalized terms used in this Designation of Class C Preferred
Units shall have the respective meanings set forth below:

                  "Business Day" means any day, other than a Saturday or Sunday,
that is not a day on which banking institutions in The City of New York are
authorized or required by law, regulation or executive order to be closed.

                  "Class C Preferred Stock" means the 10% Class C Cumulative
Redeemable Preferred Stock, par value $.01 per share, liquidation preference
$25.00 per share of the General Partner.

                  "Distribution Junior Units" means Class A Units, Class B
Units, the Series AM Preferred Units, the Series A Junior Participating
Preferred Units and any other class or series of Units now or hereafter issued
and outstanding the terms of which do not expressly provide that such class or
series of Units ranks senior to or on a parity with the Class C Preferred Units
in the distribution of assets on any liquidation, dissolution or winding up of
the Partnership.

                  "Distribution Parity Units" means the Class A Preferred Units,
the Class B Preferred Units and any other class or series of Units hereafter
issued and outstanding which by its express terms ranks on a parity with the
Class C Preferred Units in the distribution of assets on any liquidation,
dissolution or winding up of the Partnership.

                  "Distribution Period" means a quarterly period of each
calendar year that ends on January 15, April 15, July 15 and October 15 in which
any Class C Preferred Units are outstanding, commencing with the Original Issue
Date, except that the Distribution Period during which any Class C Preferred
Units shall be redeemed pursuant to Section 4 shall end on and include such date
of redemption.

                  "Dividend Junior Units" means the Class A Units, Class B
Units, the Series AM Preferred Units, the Series A Junior Participating
Preferred Units, and any other class or series of Units now or hereafter issued
and outstanding the terms of which do not expressly provide that such class or
series of Units ranks senior to or on a parity with the Class C Preferred Units
in the payment of distributions.





<PAGE>

                  "Dividend Parity Units" means the Class A Preferred Units, the
Class B Preferred Units and any other class or series of Units hereafter issued
and outstanding which by its express terms ranks on a parity with the Class C
Preferred Units in the payment of distributions.

                  "Fully Junior Units" means the Class A Units, the Class B
Units, the Series AM Preferred Units, the Series A Junior Participating
Preferred Units and any other class or series of Units now or hereafter issued
and outstanding which are both Distribution Junior Units and Dividend Junior
Units.

                  "Junior Units" means the Class A Units, Class B Units, the
Series AM Preferred Units, the Series A Junior Participating Preferred Units and
any other class or series of Units now or hereafter issued and outstanding which
are either Distribution Junior Units or Dividend Junior Units or both. All
references to "Junior Units" shall include, without limitation, all Fully Junior
Units.

                  "Original Issue Date" means March 27, 2001.

                  "Parity Units" means the Class A Preferred Units, the Class B
Preferred Units and any other Units hereafter issued and outstanding which are
either Distribution Parity Units or Dividend Parity Units or both.

                  "set apart for payment" shall be deemed to include, without
any action other than the following, the recording by the Partnership in its
accounting ledgers of any accounting or bookkeeping entry which indicates,
pursuant to a declaration of distribution by the Partnership, the allocation of
funds to be so paid on any class or series of Units; provided, however, that if
any funds for any class or series of Junior Units or any class or series of
Parity Units are placed in a separate account of the Partnership or delivered to
a disbursing, paying or other similar agent, then "set apart for payment" with
respect to the Class C Preferred Units shall mean placing such funds in a
separate account for the Class C Preferred Units or delivering such funds to a
disbursing, paying or other similar agent for the Class C Preferred Units.

                  "Subject Date" means (a) any date on which any distributions
are authorized, declared or paid or set apart for payment or made upon on any
Junior Units or Parity Units and (b) any date on which any Junior Units or
Parity Units are redeemed, purchased or otherwise acquired for any consideration
or any money paid to or made available for a sinking fund for the redemption of
any such Units by the Partnership.

           (2)    Distributions.
                  -------------

                  (A) Each holder of Class C Preferred Units shall be entitled
to receive out of Available Cash, when, as and if declared by the General
Partner, cumulative cash distributions at the rate of 10% per annum of the
$25.00 liquidation preference per Class C Preferred Unit (equivalent to an
annual rate of $2.50 per Class C Preferred Unit). Distributions (i) shall accrue
daily and shall begin to accrue and shall be fully cumulative from the Original
Issue Date and (ii) shall be payable quarterly, when, as and if declared by the
General Partner, in arrears in cash on




<PAGE>

the last day of each Distribution Period, commencing on April 15, 2001 or if
such day is not a Business Day, such distribution may be paid on the next
succeeding Business Day. If the last day of a Distribution Period is not a
Business Day, the payment of such distribution on the next succeeding Business
Day shall have the same force and effect as if made on the last day of such
Distribution Period, and no additional sum shall accrue on the amount so payable
for the period from and after the last day of the Distribution Period to the
next succeeding Business Day. Accrued and unpaid distributions for any past
Distribution Period may be declared and paid at any time and for such interim
periods, without reference to any regular distribution date, to the holders of
the Class C Preferred Units on such date as may be fixed by the General Partner.
Any distribution made on the Class C Preferred Units shall first be credited
against the earliest accrued but unpaid distribution due with respect to the
Class C Preferred Units which remain payable.

                  (B) The amount of distributions on the Class C Preferred Units
for any Distribution Period or portion thereof will be computed on the basis of
a 360-day year consisting of twelve 30-day months (it being understood that the
distribution payable on April 15, 2001 shall be for less than a full quarter).
No interest, or sum of money in lieu of interest, shall be payable in respect of
any distribution payment or payments on the Class C Preferred Units that may be
in arrears, in excess of the full cumulative distributions described above in
Section 2(A).

                  (C) So long as any Class C Preferred Units are outstanding, no
full distributions shall be authorized, declared or paid or set apart for
payment on any class or series of Dividend Parity Units or Dividend Junior Units
for any period unless full cumulative distributions have been or
contemporaneously are authorized, declared and paid or authorized, declared and
a sum sufficient for the payment thereof set apart for such payment on the Class
C Preferred Units for all past Distribution Periods (including, without
limitation, any Distribution Period that terminates on a Subject Date). When
such cumulative distributions are not paid in full or a sum sufficient for such
full payment is not set apart on the Class C Preferred Units and any class or
series of Dividend Parity Units, all distributions authorized and declared upon
the Class C Preferred Units and any other class or series of Dividend Parity
Units will be authorized and declared pro rata so that the amount of
distributions authorized and declared with respect to the Class C Preferred
Units and such other class or series of Dividend Parity Units will in all cases
bear to each other the same ratio that accrued and unpaid distributions on the
Class C Preferred Units and such other class or series of Dividend Parity Units
bear to each other.

                  (D) Except as provided in the immediately preceding paragraph,
so long as any Class C Preferred Units are outstanding, unless full cumulative
distributions on all outstanding Class C Preferred Units have been or
contemporaneously are authorized, declared and paid or authorized, declared and
a sum sufficient for the payment thereof set apart for such payment on the Class
C Preferred Units for all past Distribution Periods (including without
limitation, any Distribution Period that terminates on a Subject Date), no
distributions (other than distributions paid solely in Fully Junior Units) shall
be authorized, declared or paid or set apart for payment on any Junior Units or
Parity Units, nor shall any Junior Units or any Parity Units be redeemed,
purchased or otherwise acquired for any consideration or any monies paid to or
made available for a sinking fund for the redemption of any such Junior Units or
Parity Units by the Partnership except (i) by redemption or exchange of such
Units for Fully Junior Units, (ii) by




<PAGE>

redemption or exchange of such Units by the General Partner for Shares ranking
junior to the Shares of Class C Preferred Stock as to dividends and as to
distributions of assets upon the General Partner's liquidation, dissolution and
winding up and (iii) to preserve the General Partner's status as a REIT or to
preserve the Partnership's status as a "partnership" for federal income tax
purposes.

                  (E) No distributions on the Class C Preferred Units shall be
authorized or declared by the General Partner or paid or set apart for payment
by the Partnership at such time as the terms and provisions of any agreement of
the General Partner or the Partnership, including any organizational document or
agreement relating to indebtedness of either of them, prohibits such
authorization, declaration, payment or setting apart for payment or provides
that such authorization, declaration, payment or setting apart for payment would
constitute a breach thereof or a default thereunder, or if such authorization,
declaration or payment shall be restricted or prohibited by law. Notwithstanding
the foregoing, distributions on the Class C Preferred Units will accrue and be
cumulative whether or not the terms and provisions of any agreement of the
Partnership or the General Partner prohibits the payment of distributions,
whether or not the Partnership has earnings, whether or not there is Available
Cash or funds legally available for the payment of such distributions and
whether or not such distributions are authorized.

                  (F) All references to "accrued" or "accrued and unpaid"
distributions on the Class C Preferred Units (and all references of like import)
include, unless otherwise expressly stated or the context otherwise requires,
accumulated distributions, if any, on the Class C Preferred Units; and all
references to "accrued" or "accrued and unpaid" distributions on any class or
series of Units other than the Class C Preferred Units include, if, and only if,
such other class or series of Units provides for cumulative distributions and
unless otherwise expressly stated or the context otherwise requires, accumulated
distributions, if any, thereon.

           3.     Liquidation Preference.
                  ----------------------

                  (A) In the event of any liquidation, dissolution or winding up
of the Partnership, whether voluntary or involuntary, before any payment or
distribution of the assets of the Partnership shall be made to or set apart for
the holders of any Distribution Junior Units, the holders of the Class C
Preferred Units shall be entitled to receive $25.00 per Class C Preferred Unit,
plus an amount equal to all distributions (whether or not earned or declared)
accumulated, accrued and unpaid thereon to, but not including, the date of
payment (such aggregate amount the "Class C Liquidation Preference"). Until the
holders of the Class C Preferred Units have been paid the Class C Liquidation
Preference in full, no payment or distribution will be made to any holder of any
Distribution Junior Units upon the liquidation, dissolution or winding up of the
Partnership. If, upon any such liquidation, dissolution or winding up of the
Partnership, the assets of the Partnership, or the proceeds thereof,
distributable to the holders of the Class C Preferred Units shall be
insufficient to pay in full the Class C Liquidation Preference and liquidating
payments on any other class or series of Distribution Parity Units, then such
assets, or the proceeds thereof, shall be distributed among the holders of the
Class C Preferred Units and the holders of such Distribution Parity Units
ratably in proportion to the full liquidating distributions (including, if
applicable, accumulated, accrued and unpaid distributions) to which they would
otherwise respectively be entitled.





<PAGE>

                  (B) Subject to the rights of the holders of Distribution
Parity Units upon any liquidation, dissolution or winding up, whether voluntary
or involuntary, of the Partnership, after payment in full of the Class C
Liquidation Preference for all outstanding Class C Preferred Units shall have
been made to the holders of the Class C Preferred Units, as provided in Section
3(A), any class or series of Distribution Junior Units shall, subject to any
respective terms and provisions applying thereto, be entitled to receive any and
all assets, or the proceeds thereof, remaining to be paid or distributed, and
the holders of the Class C Preferred Units, as such, shall not be entitled to
share therewith. After payment of the full amount of the Class C Liquidation
Preference for each outstanding Class C Preferred Unit, the holders of the Class
C Preferred Units, as such, will have no right or claim to any of the remaining
assets of the Partnership. The preceding two sentences shall not affect the
right of the General Partner or any other holder of Class C Preferred Units to
share in any distribution or payment of the assets of the Partnership upon any
liquidation, dissolution or winding up, whether voluntary or involuntary, of the
Partnership as a result of its holding another class or series of Units.

                  (C) None of a consolidation or merger of the Partnership with
or into another entity, or a sale, lease, transfer or conveyance of all or
substantially all of the Partnership's property or business, shall be considered
a liquidation, dissolution or winding up of the Partnership.

         (4) Redemption. If, and only if, shares of Class C Preferred Stock are
             ----------
redeemed (whether automatically or at the option of the General Partner or
otherwise), the Partnership shall, on the date set for redemption of such shares
of Class C Preferred Stock, redeem an equal number of Class C Preferred Units at
a redemption price equal to the product of (i) the number of Class C Preferred
Units being redeemed and (ii) the sum of $25.00 and all distributions (whether
or not earned or declared) accumulated, accrued and unpaid thereon to, but not
including, the date fixed for redemption of such Units.

         (5) Ranking.  Any class or series of Units shall be deemed to
             -------
rank:
                  (A) prior to the Class C Preferred Units, as to the payment of
distributions and as to distributions of assets upon liquidation, dissolution or
winding up of the Partnership, if the express terms of such class or series of
Units provides that the holders of such class or series of Units shall be
entitled to the payment of distributions or the distribution of assets upon
liquidation, dissolution or winding up, as the case may be, in preference or
priority to the holders of the Class C Preferred Units;

                  (B) on a parity with the Class C Preferred Units as to the
payment of distributions and as to distributions of assets upon liquidation,
dissolution or winding up of the Partnership, whether or not the distribution
rates, distribution payment dates or redemption or liquidation prices per Unit
are different from those of the Class C Preferred Units, if such Units are Class
A Preferred Units or Class B Preferred Units (it being understood that the Class
A Preferred Units, the Class B Preferred Units and the Class C Preferred Units
are entitled to the payment of distributions and the distribution of assets upon
liquidation, dissolution or winding up in proportion to their respective amounts
of accrued, accumulated and unpaid distributions per




<PAGE>

Unit or liquidation preferences, as the case may be, without preference or
priority one over the other) or if the express terms of such class or series of
Units provide that the holders of such class or series of Units and the Class C
Preferred Units shall be entitled to the payment of distributions and the
distribution of assets upon liquidation, dissolution or winding up in proportion
to their respective amounts of accrued, accumulated (if applicable) and unpaid
distributions per Unit or liquidation preferences, as the case may be, without
preference or priority one over the other;

                  (C) junior to the Class C Preferred Units, as to the payment
of distributions or as to the distributions of assets upon liquidation,
dissolution and winding up of the Partnership, as the case may be, if such class
or series of Units shall be Junior Units; and

                  (D) junior to the Class C Preferred Units, as to the payment
of distributions and as to the distribution of assets upon liquidation,
dissolution and winding up of the Partnership if such class or series of Units
shall be Fully Junior Units.

           (6) Allocations. For purposes of maintaining the Capital Accounts and
in determining the rights of the General Partner, as holder of the Class C
Preferred Units, the Partnership's items of income, gain, loss and deduction
shall be allocated to the General Partner, as holder of the Class C Preferred
Units, and the other Partners in each taxable year (or portion thereof) in
accordance with Article VI of the Partnership Agreement as amended by this
Twenty-Fifth Amendment.

           (7)    Voting Rights.  The holders of the Class C Preferred Units
                  -------------
shall not have any voting or consent rights in respect of their partnership
interest represented by the Class C Preferred Units.

           (8)    Transfer Restrictions.  Except as set forth in Section 11.2
                  ---------------------
of the Partnership Agreement, the Class C Preferred Units shall not be
transferable.



<PAGE>


                                                                     Exhibit 3.5

                             THIRTIETH AMENDMENT TO
                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                               HOST MARRIOTT, L.P.


                  THIS THIRTIETH AMENDMENT TO THE SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF HOST MARRIOTT, L.P. (this "Thirtieth
Amendment"), dated as of February ___, 2002, but effective for all purposes as
of December 31, 2001, is entered into by Host Marriott Corporation, a Maryland
corporation, as general partner (the "General Partner") of Host Marriott, L.P.,
a Delaware limited partnership (the "Partnership"), for itself and on behalf of
the limited partners of the Partnership (the "Limited Partners").

                               W I T N E S S E T H
                               - - - - - - - - - -

         WHEREAS, the General Partner issued shares of its common stock ("Common
Stock") pursuant to the exercise of outstanding stock options awarded under the
1997 Host Marriott Corporation and Host Marriott, L.P. Comprehensive Stock and
Cash Incentive Plan, as amended (the "Incentive Plan")* in the amounts of 6,252
(on various dates between October 1, 2001 and October 31, 2001, inclusive),
1,195 (on various dates between November 1, 2001 and November 30, 2001,
inclusive), and 10,280 (on various dates between December 1, 2001 and December
31, 2001, inclusive), and the General Partner acquired a corresponding number
 of
units of limited partnership interest ("Class A Units") in connection with such
issuances;



--------
* In connection with the formation of the Partnership and the contribution by
the General Partner of substantially all of its assets to the Partnership, the
Partnership agreed to assume and perform all of the obligations of the General
Partner to issue shares of Common Stock pursuant to existing outstanding
options, warrants and other similar rights (including, without limitation, the
conversion rights pursuant to the outstanding QUIPs and the corresponding
conversion rights with respect to the QUIPs Debenture and the issuance of shares
of Common Stock pursuant to the terms of the Incentive Plan) (the "Host Stock
Rights"). All of the shares of Common Stock issued in connection with the Host
Stock Rights are issued by the General Partner for the account of the
Partnership, with the Partnership in turn issuing to the General Partner a
corresponding number of Class A Units. For federal income tax purposes, the
Partnership shall be treated as having purchased the shares of Common Stock from
the General Partner for cash in an amount equal to the fair market value
thereof, with the General Partner then being considered to have paid such cash
to the Partnership as an additional capital contribution in exchange for a
corresponding number of Class A Units. In the event that a recipient of shares
of Common Stock in connection with the Host Stock Rights is required to
recognize compensation income for federal income tax purposes, such compensation
income shall be deemed to have been paid to such recipient of shares of Common
Stock by the Partnership (and not by the General Partner), and the Partnership
shall take into account in computing its taxable income any deduction that may
arise by reason of the holder's recognition of such compensation income.


                                       1


<PAGE>

         WHEREAS, pursuant to restricted stock agreements under which shares of
restricted stock of the General Partner ("Host Restricted Shares") were issued
to certain employees of the General Partner under the Incentive Plan, such
employees agreed to reinvest any cash dividends received on such Host Restricted
Shares in shares of Common Stock;

         WHEREAS, on October 12, 2001, the General Partner paid a cash dividend
on its outstanding shares of Common Stock to its shareholders of record on
September 28, 2001, and, on or about October 12, 2001, 36,351 shares of Common
Stock were issued in connection with the reinvestment of such cash dividends by
employees holding Host Restricted Shares, with the General Partner acquiring a
corresponding number of Class A Units in connection with such issuance;

         WHEREAS, on various dates between October 1, 2001 and December 31,
2001, the Limited Partners named on Annex A who were former limited partners of
the partnerships involved in the Partnership Rollup, pursuant to their Unit
Redemption Right, redeemed an aggregate of 62,426 Class A Units of the
Partnership, and the General Partner issued to such Limited Partners an equal
number of shares of Common Stock in exchange for such Class A Units, which Class
A Units are now held by the General Partner;

         WHEREAS, on October 9, 2001, October 30, 2001, November 12, 2001 and
November 27, 2001, the Limited Partners named on Annex B who acquired their
Class A Units in connection with that certain Contribution Agreement, dated
April 16, 1998, among the General Partner, the Partnership and the Contributors
named therein (or are transferees of Limited Partners who acquired their Class A
Units in connection with such Contribution Agreement), pursuant to their Unit
Redemption Right, redeemed an aggregate of 437,648 Class A Units of the
Partnership, and the General Partner issued to such Limited Partners an equal
number of shares of Common Stock in exchange for such Class A Units, which Class
A Units are now held by the General Partner; and

         WHEREAS, pursuant to Section 7.1A of the Partnership Agreement, the
General Partner desires to amend and restate Exhibit A to the Partnership
Agreement to give effect to the issuance and cancellation, and other changes to
the number and ownership, of outstanding Partnership Interests effectuated by
the transactions described in the preceding paragraphs.

         NOW, THEREFORE, in consideration for the premises and for other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the General Partner hereby amends the Partnership Agreement, as
follows:

                  1. Exhibit A. Pursuant to Section 7.1.A of the Partnership
                     ---------
Agreement, the General Partner hereby amends and restates Exhibit A to the
                                                          ---------
Partnership Agreement as set forth in Exhibit A attached hereto to give effect
                                      ---------
to the issuance and cancellation, and other changes to the number and ownership,
of Partnership Interests effectuated by the transactions described in the
recitals set forth in this Thirtieth Amendment.

                  2. Certain Capitalized Terms. All capitalized terms used
                     -------------------------
herein and not otherwise defined shall have the meanings assigned in the
Partnership Agreement. Except as modified herein, all covenants, terms and
conditions of the Partnership Agreement shall remain in full force and effect,
which covenants, terms and conditions the General Partner hereby ratifies and
affirms.

                                       2


<PAGE>

                   [SIGNATURE PAGE APPEARS ON FOLLOWING PAGE]



                                       3


<PAGE>

         IN WITNESS WHEREOF, the undersigned has executed this Thirtieth
Amendment as of the ___ day of February, 2002, effective for all purposes as of
December 31, 2001.

                                            HOST MARRIOTT CORPORATION, as
                                            General Partner of Host Marriott,
                                            L.P.

                                            By:
                                               --------------------------------
                                            Name:
                                            Title:



                                        4





<PAGE>

                                     ANNEX A

                      PUBLIC PARTNERSHIP STOCK REDEMPTIONS


<TABLE>
<CAPTION>


                                                                                              Date of
Name of Limited Partner                                            Partnership               Redemption       No. of Units
-----------------------                                            -----------               ----------       ------------
<S>                                                               <C>                     <C>                    <C>

Polly Jackson                                                      MDAH                       10/15/01            4,116
Huson Jackson                                                      MDAH                       10/15/01            4,116
Estate of Esta R. Benson, Edward R. Benson and Merrill Lynch       POT                        10/15/01             379
Trust Co.
Estate of Bernard S. Gidding                                       MHP1                       10/16/01            6,199
Estate of Bernard S. Gidding                                       MHP2                       10/16/01            8,923
The Salvation Army                                                 POT                        10/30/01             379
Dr. R.C. Dean                                                      MHP2                       11/05/01           17,845
John and Jeanne Mavar                                              MHP2                       11/15/01           17,845
Community Foundation of the Jewish Federation of Orange County     ATL                        11/27/01             708
Charles L. Thomas Jr.                                              DSP                        12/24/01            1,537
Richard and Suzanne Saletan                                        POT                        12/28/01             379
                                                                                                                  ------

                                                                                                 TOTAL            62,426
                                                                                                                  ======
</TABLE>



                                       5


<PAGE>

                                     ANNEX B

                          BLACKSTONE STOCK REDEMPTIONS


<TABLE>
<CAPTION>


                                                                    Date of
Name of Limited Partner                                           Redemption            No. of Units
-----------------------                                           ----------            ------------
<S>                                                               <C>                 <C>


Blackstone Real Estate Holdings LP                                  10/09/01               65,204
Blackstone Real Estate Holdings II LP                               10/09/01               75,045
Blackstone Real Estate Associates LL LP                             10/09/01               192,170
Blackstone Family Real Estate Partnership LP                        10/30/01                 275
Blackstone Real Estate Management Associates II LP                  10/30/01                 955
BCP 11-Related Segregated Trust Fund                                11/12/01                4,137
Blackstone Family Real Estate Partnership II LP                     11/12/01               33,798
Blackstone Real Estate Management Associates II LP                  11/12/01               10,469
Blackstone Family Real Estate Partnership LP                        11/12/01                6,260
The LCP Group LP                                                    11/27/01               49,335
                                                                                          -------

                                 TOTAL REDEEMED UNITS                                     437,648
                                                                                          =======
</TABLE>




                                       6



<PAGE>

                                                                   EXHIBIT 12.1

                     HOST MARRIOTT, L.P. AND SUBSIDIARIES

               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                         AND PREFERRED STOCK DIVIDENDS
                      (in millions, except ratio amounts)


<TABLE>
<CAPTION>
                                                                      2001  2000  1999  1998  1997
                                                                      ----  ----  ----  ----  ----
<S>                                                                   <C>   <C>   <C>   <C>   <C>
Income from operations before income taxes........................... $ 67  $105  $240  $174  $ 83
   Add (deduct):
   Fixed charges.....................................................  572   533   518   415   364
   Capitalized interest..............................................   (8)   (8)   (7)   (4)   (1)
   Amortization of capitalized interest..............................    7     6     6     6     5
   Net (gains) losses related to certain 50% or less owned affiliate.    6   (24)   (6)   (1)   (1)
   Minority interest in consolidated affiliates......................   16    27    21    52    31
                                                                      ----  ----  ----  ----  ----
   Adjusted earnings................................................. $660  $639  $772  $642  $481
                                                                      ====  ====  ====  ====  ====
Fixed charges:
   Interest on indebtedness and amortization of deferred
     financing costs................................................. $493  $466  $469  $335  $288
   Dividends on convertible preferred securities of subsidiary trust.   --    --    --    37    37
   Distributions on preferred limited partner units..................   32    20     6    --    --
   Portion of rents representative of the interest factor............   47    47    43    43    39
                                                                      ----  ----  ----  ----  ----
   Total fixed charges and preferred stock dividends.................  572   533   518   415   364
                                                                      ====  ====  ====  ====  ====
Ratio of earnings to fixed charges and preferred stock distributions.  1.2   1.2   1.5   1.5   1.3
</TABLE>



                                      1




<PAGE>

                                                                     EXHIBIT 21
                                                                    Page 1 of 9

                              HOST MARRIOTT, L.P.

                                 SUBSIDIARIES



<TABLE>
             <C>  <S>
               1) Airport Hotels LLC
               2) Ameliatel, a Florida GP
               3) Atlanta II Limited Partnership
               4) Beachfront Properties, Inc.
               5) Bossier RIBM Two LLC
               6) Bossier RIBM Two, Inc.
               7) BRE/Swiss L.L.C.
               8) Calgary Charlotte Holdings Company
               9) Calgary Charlotte Partnership
              11) CB Realty Sales, Inc.
              12) CBM Associates II LLC
              13) CBM Funding Corporation
              14) CBM I Holdings LLC
              15) CBM II Holdings LLC
              16) CBM Joint Venture LLC
              17) CBM Mezzanine Borrower LLC
              18) CBM One GP Corp.
              19) CBM One Holdings LLC
              20) CBM One LLC
              21) CBM Two GP Corp.
              22) CBM Two LLC
              23) CCC CMBS Corporation
              24) CCFS Atlanta LLC(1)
              25) CCFS Philadelphia LLC(1)
              26) CCHH Atlanta LLC(1)
              27) CCHH Burlingame LLC(1)
              28) CCHH Cambridge LLC(1)
              29) CCHH Reston LLC(1)
              30) CCHI Singer Island LLC(1)
              31) CCMH Atlanta Marquis LLC(1)
              32) CCMH Atlanta NW LLC(1)
              33) CCMH Atlanta Suites LLC(1)
              34) CCMH Bethesda LLC(1)
              35) CCMH Charlotte LLC(1)
              36) CCMH Chicago CY LLC(1)
              37) CCMH Coronado LLC(1)
              38) CCMH Costa Mesa Suites LLC(1)
              39) CCMH Dallas/FW LLC(1)
              40) CCMH DC LLC(1)
              41) CCMH Deerfield Suites LLC(1)
              42) CCMH Denver SE LLC(1)
              43) CCMH Denver Tech LLC(1)
              44) CCMH Denver West LLC(1)
              45) CCMH Diversified LLC(1)
              46) CCMH Downer's Grove Suites LLC(1)
              47) CCMH Dulles AP LLC(1)
</TABLE>



<PAGE>

                                                                     EXHIBIT 21
                                                                    Page 2 of 9

                              HOST MARRIOTT, L.P.

                           SUBSIDIARIES--(Continued)



<TABLE>
            <C>    <S>
             48)   CCMH Dulles Suites LLC(1)
             49)   CCMH Farmington LLC(1)
             50)   CCMH Financial Center LLC(1)
             51)   CCMH Fisherman's Wharf LLC(1)
             52)   CCMH Ft. Lauderdale LLC(1)
             53)   CCMH Gaithersburg LLC(1)
             54)   CCMH Hanover LLC(1)
             55)   CCMH Houston AP LLC(1)
             56)   CCMH Houston Galleria LLC(1)
             57)   CCMH IHP LLC(1)
             58)   CCMH Jacksonville LLC(1)
             59)   CCMH Kansas City AP LLC(1)
             60)   CCMH Key Bridge LLC(1)
             61)   CCMH Lenox LLC(1)
             62)   CCMH Manhattan Beach LLC(1)
             63)   CCMH Marina LLC(1)
             64)   CCMH Memphis LLC(1)
             65)   CCMH Metro Center LLC(1)
             66)   CCMH Miami AP LLC(1)
             67)   CCMH Minneapolis LLC(1)
             68)   CCMH Moscone LLC(1)
             69)   CCMH Nashua LLC(1)
             70)   CCMH Newark LLC(1)
             71)   CCMH Newport Beach LLC(1)
             72)   CCMH Newport Beach Suites LLC(1)
             73)   CCMH Newton LLC(1)
             74)   CCMH Norcross LLC(1)
             75)   CCMH Norfolk LLC(1)
             76)   CCMH O'Hare AP LLC(1)
             77)   CCMH O'Hare Suites LLC(1)
             78)   CCMH Oklahoma City LLC(1)
             79)   CCMH Ontario AP LLC(1)
             80)   CCMH Orlando LLC(1)
             81)   CCMH Palm Beach LLC(1)
             82)   CCMH Palm Desert LLC(1)
             83)   CCMH Park Ridge LLC(1)
             84)   CCMH Pentagon RI LLC(1)
             85)   CCMH Perimeter LLC(1)
             86)   CCMH Philadelphia AP LLC(1)
             87)   CCMH Philadelphia Mkt LLC(1)
             88)   CCMH Pittsburgh LLC(1)
             89)   CCMH Plaza San Antonio LLC(1)
             90)   CCMH Portland LLC(1)
             91)   CCMH Potomac LLC(1)
             92)   CCMH Properties II LLC(1)
             93)   CCMH Quorum LLC(1)
             94)   CCMH Raleigh LLC(1)
</TABLE>



<PAGE>

                                                                     EXHIBIT 21
                                                                    Page 3 of 9

                              HOST MARRIOTT, L.P.

                           SUBSIDIARIES--(Continued)


<TABLE>
             <S>  <C>
              95) CCMH Riverwalk LLC(1)
              96) CCMH Rocky Hill LLC(1)
              97) CCMH Romulus LLC(1)
              98) CCMH Salt Lake LLC(1)
              99) CCMH San Diego LLC(1)
             100) CCMH San Fran AP LLC(1)
             101) CCMH Santa Clara LLC(1)
             102) CCMH Scottsdale Suites LLC(1)
             103) CCMH South Bend LLC(1)
             104) CCMH Tampa AP LLC(1)
             105) CCMH Tampa Waterside LLC(1)
             106) CCMH Tampa Westshore LLC(1)
             107) CCMH Times Square LLC(1)
             108) CCMH Torrance LLC(1)
             109) CCMH Vail LLC(1)
             110) CCMH Waterford LLC(1)
             111) CCMH Westfields LLC(1)
             112) CCMH Williamsburg LLC(1)
             113) CCMH World Trade Ctr. LLC(1)
             114) CCRC Amelia Island LLC(1)
             115) CCRC Atlanta LLC(1)
             116) CCRC Buckhead/Naples LLC(1)
             117) CCRC Dearborn LLC(1)
             118) CCRC Marina LLC(1)
             119) CCRC Phoenix LLC(1)
             120) CCRC San Francisco LLC(1)
             121) CCRC Tysons LLC(1)
             122) CCSH Atlanta LLC(1)
             123) CCSH Boston LLC(1)
             124) CCSH Chicago LLC(1)
             125) CCSH New York LLC(1)
             126) Chesapeake Financial Services LLC
             127) Chesapeake Hotel Limited Partnership
             128) CHLP Finance LP
             129) City Center Development LP
             130) City Center Hotel Limited Partnership
             131) City Center Interstate Partnership LLC
             132) CLDH Meadowvale Inc.(1)
             133) CLMH Airport Inc.(1)
             134) CLMH Calgary Inc.(1)
             135) CLMH Eaton Centre Inc.(1)
             136) Courtyard by Marriott II Limited Partnership
             137) Courtyard by Marriott Limited Partnership
             138) Courtyard II Associates Management Corporation
             139) Courtyard II Associates, L.P.
             140) Courtyard II Finance Company
</TABLE>



<PAGE>

                                                                     EXHIBIT 21
                                                                    Page 4 of 9

                              HOST MARRIOTT, L.P.

                           SUBSIDIARIES--(Continued)


<TABLE>
             <C>  <S>
             141) Deerfield Capital Trust
             142) DS Hotel LLC
             143) Duna Szalloda Rt.
             144) Durbin LLC
             145) East Side Hotel Associates, L.P.
             146) Elcrisa S.A. de C.V.
             147) Farrell's Ice Cream Parlor Restaurants LLC
             148) Fernwood Atlanta Corporation
             149) Fernwood DS Corporation
             150) Fernwood Hotel Assets, Inc.
             151) Fernwood Hotel LLC
             152) Fernwood MHP II Corporation
             153) Fernwood Santa Clara Corporation
             154) FIBM One LLC
             155) G.L. Insurance Corporation
             156) Hanover Hotel Acquisition Corporation
             157) HMA Realty Limited Partnership
             158) HMA-GP LLC
             159) HMC Airport, Inc.
             160) HMC Amelia I LLC
             161) HMC Amelia II LLC
             162) HMC AP Canada Company
             163) HMC AP GP LLC
             165) HMC AP LP
             166) HMC Atlanta LLC
             167) HMC BCR Holdings LLC
             168) HMC BN Corporation
             169) HMC Burlingame Hotel LLC
             170) HMC Burlingame II LLC
             171) HMC Burlingame LLC
             172) HMC California Leasing LLC
             173) HMC Cambridge LLC
             174) HMC Capital LLC
             175) HMC Capital Resources LLC
             176) HMC Charlotte (Calgary) Company
             177) HMC Charlotte GP LLC
             179) HMC Charlotte LP
             180) HMC Chicago LLC
             181) HMC Desert LLC
             182) HMC Diversified American Hotels, L.P.
             183) HMC Diversified LLC
             184) HMC DSM LLC
             185) HMC Duna, Inc.
             186) HMC East Side II LLC
             187) HMC East Side LLC
</TABLE>



<PAGE>

                                                                     EXHIBIT 21
                                                                    Page 5 of 9

                              HOST MARRIOTT, L.P.

                           SUBSIDIARIES--(Continued)


<TABLE>
             <C>  <S>
             188) HMC Gateway LLC
             189) HMC Gateway, Inc.
             190) HMC Georgia LLC
             191) HMC Grace (Calgary) Company
             192) HMC Grand LLC
             193) HMC Hanover LLC
             194) HMC Hartford LLC
             195) HMC Headhouse Funding LLC
             197) HMC Host Restaurants LLC
             198) HMC Hotel Development LLC
             199) HMC Hotel Properties II Limited Partnership
             200) HMC Hotel Properties Limited Partnership
             201) HMC HPP LLC
             202) HMC HT LLC
             203) HMC IHP Holdings LLC
             204) HMC JWDC GP LLC
             205) HMC JWDC LLC
             206) HMC Land Holdings LLC
             207) HMC Manhattan Beach LLC
             208) HMC Market Street LLC
             209) HMC MDAH One Corporation
             210) HMC Mexpark LLC
             211) HMC MHP II LLC
             213) HMC Naples Golf, Inc.
             214) HMC NGL LLC
             215) HMC OLS I LLC
             216) HMC OLS I LP
             217) HMC OLS II LP
             218) HMC OP BN LLC
             219) HMC Pacific Gateway LLC
             220) HMC Palm Desert LLC
             221) HMC Park Ridge II LLC
             222) HMC Park Ridge LLC
             223) HMC Park Ridge LP
             224) HMC Partnership Holdings LLC
             225) HMC Partnership Properties LLC
             226) HMC PLP LLC
             227) HMC Polanco LLC
             228) HMC Potomac LLC
             229) HMC Properties I LLC
             230) HMC Properties II LLC
             231) HMC Property Leasing LLC
             232) HMC Reston LLC
             233) HMC Retirement Properties, L.P.
             234) HMC RTZ II LLC
</TABLE>



<PAGE>

                                                                     EXHIBIT 21
                                                                    Page 6 of 9

                              HOST MARRIOTT, L.P.

                           SUBSIDIARIES--(Continued)


<TABLE>
             <C>  <S>
             235) HMC RTZ Loan I LLC
             236) HMC RTZ Loan II LLC
             237) HMC RTZ Loan Limited Partnership
             238) HMC RTZ Management LLC
             239) HMC SBM Two LLC
             240) HMC Seattle LLC
             241) HMC SFO LLC
             243) HMC Suites Limited Partnership
             244) HMC Suites LLC
             245) HMC Swiss Holdings LLC
             246) HMC Swiss-Lafayette LLC
             247) HMC Times Square Hotel LLC
             248) HMC Times Square Partner LLC
             249) HMC Toronto Air Company
             250) HMC Toronto Airport GP LLC
             252) HMC Toronto Airport LP
             253) HMC Toronto EC Company
             254) HMC Toronto EC GP LLC
             256) HMC Toronto EC LP
             257) HMC Waterford LLC
             258) HMC Westport Corporation
             259) HMC/Interstate Manhattan Beach, L.P.
             260) HMC/Interstate Ontario, L.P.
             261) HMC/Interstate Waterford, LP
             262) HMC/RGI Hartford, L.P.
             263) HMH General Partner Holdings LLC
             264) HMH HPT CBM LLC
             265) HMH HPT RIBM LLC
             266) HMH Marina LLC
             267) HMH Norfolk, L.P.
             268) HMH Norfolk LLC
             269) HMH Pentagon LLC
             270) HMH Realty Company, Inc.
             271) HMH Restaurants II LLC
             272) HMH Restaurants LLC
             273) HMH Rivers LLC
             274) HMH Rivers, L.P.
             275) HMH WTC LLC
             276) HMP Capital Ventures LLC
             277) HMP Financial Services LLC
             278) HMP Sandalwood Holdings, Inc.
             279) HMT Lessee LLC(1)
             280) HMT Lessee Parent LLC
             281) HMT Lessee Sub (Atlanta) LLC(1)
</TABLE>



<PAGE>

                                                                     EXHIBIT 21
                                                                    Page 7 of 9

                              HOST MARRIOTT, L.P.

                           SUBSIDIARIES--(Continued)


<TABLE>
             <C>  <S>
             282) HMT Lessee Sub (Palm Desert) LLC(1)
             283) HMT Lessee Sub (Properties II) LLC(1)
             284) HMT Lessee Sub (Santa Clara) LLC(1)
             285) HMT Lessee Sub (SDM Hotel) LLC
             286) HMT Lessee Sub I LLC(1)
             287) HMT Lessee Sub II LLC(1)
             288) HMT Lessee Sub III LLC(1)
             289) HMT Lessee Sub IV LLC(1)
             290) HMT SPE (Atlanta) Corporation(1)
             291) HMT SPE (Palm Desert) Corporation(1)
             292) HMT SPE (Properties II) Corporation(1)
             293) HMT SPE (Santa Clara) Corporation(1)
             294) Hopewell Associates, L.P.
             295) Host DSM Limited Partnership
             296) Host Hanover Hotel Corporation
             297) Host Hanover Limited Partnership
             298) Host La Jolla LLC
             302) Host MHP Two Corporation
             303) Host of Boston, Ltd.
             304) Host of Houston 1979
             305) Host of Houston Ltd.
             306) Host Park Ridge LLC
             307) Host Properties, Inc.
             308) Host/Interstate Partnership, L.P.
             309) Hot Shoppes, Inc.
             310) Hotel Properties Management, Inc.
             311) HTKG Development Associates Limited Partnership
             312) IHP Holdings Partnership LP
             313) Ivy Street Hopewell LLC
             314) Ivy Street Hotel Limited Partnership
             315) Ivy Street LLC
             316) Ivy Street MPF LLC
             317) JWDC Limited Partnership
             318) Lauderdale Beach Association
             319) Marina Hotel LLC
             320) Market Street Host LLC
             321) Marriott Mexico City Partnership, G.P.
             322) Marriott Residence Inn II Limited Partnership
             323) Marriott Residence Inn Limited Partnership
             324) MDSM Finance LLC
             325) MFR of Illinois LLC
             326) MFR of Vermont LLC
             327) MFR of Wisconsin LLC
             328) MHP Acquisition Corporation
</TABLE>



<PAGE>

                                                                     EXHIBIT 21
                                                                    Page 8 of 9

                              HOST MARRIOTT, L.P.

                           SUBSIDIARIES--(Continued)


<TABLE>
     <C>  <S>
     329) MHP II Acquisition Corporation
     330) MOHS Corporation
     331) Mutual Benefit Chicago Suite Hotel Partners, L.P.
     333) New Market Street LP
     334) One Broadway Hotel Venture
     335) Pacific Gateway, Ltd.
     337) Philadelphia Airport Hotel Limited Partnership
     338) Philadelphia Airport Hotel LLC
     339) Philadelphia Market Street HMC Hotel Limited Partnership
     341) Philadelphia Market Street Marriott Hotel II Limited Partnership
     342) PM Financial LLC
     343) PM Financial LP
     344) Potomac Hotel Limited Partnership
     345) PRM LLC
     346) RAJ Boston Associates Limited Partnership
     347) RIBM One LLC
     348) RIBM Two LLC
     349) Rockledge Bickford's Family Fare, Inc.
     350) Rockledge CBM Investor I, Inc.
     351) Rockledge CBM Investor II LLC
     352) Rockledge CBM One Corporation
     353) Rockledge El Paso LLC
     354) Rockledge FIBM One Corporation
     355) Rockledge Hanover LLC
     356) Rockledge Hartford Farmington LLC
     357) Rockledge HMC BN LLC
     358) Rockledge Hotel LLC
     359) Rockledge Hotel Properties, Inc.
     360) Rockledge IHP LLC
     361) Rockledge Manhattan Beach LLC
     362) Rockledge Minnesota LLC
     363) Rockledge National Place LLC
     364) Rockledge NY Times Square LLC
     365) Rockledge Ontario LLC
     366) Rockledge Pavilion LLC
     367) Rockledge Pittsburgh LLC
     368) Rockledge Potomac LLC
     369) Rockledge RIBM Two Corporation
     370) Rockledge Riverwalk LLC
     371) Rockledge Square 254 LLC
     372) RTZ Holdings Boston LLC
     373) RTZ Management II Corp.
     374) S.D. Hotels LLC
     375) S.D. Hotels, Inc.
</TABLE>



<PAGE>

                                                                     EXHIBIT 21
                                                                    Page 9 of 9

                              HOST MARRIOTT, L.P.

                           SUBSIDIARIES--(Continued)


<TABLE>
            <C>  <S>
            376) Sandalwood Hotel Investment Company LLC
            377) Santa Clara HMC LLC
            378) Santa Clara Host Hotel Limited Partnership
            379) Sparky's Virgin Islands, Inc.
            380) Tecon Hotel Corporation
            381) Timeport, L.P.
            382) Times Square GP LLC
            383) Times Square HMC Hotel, L.P.
            384) Times Square LLC
            385) Timewell Group, L.P.
            386) Wellsford Park Ridge HMC Hotel Limited Partnership
            387) Westport Residence Joint Venture
            388) YBG Associates LLC
</TABLE>

--------
(1) Subsidiary was created or acquired in connection with Host LP's acquisition
    of the Crestline and Wyndham Lessee Entities during January 2001 and June
    2001.



<PAGE>

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

   As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 10-K into the Company's previously filed
Registration Statement File No. 333-61722.

                                          ARTHUR ANDERSEN LLP

Vienna, Virginia
March 28, 2002

                                      1