HOST MARRIOTT CORP, S-1/A, 1994-09-14

HOST MARRIOTT CORP
S-1/A, 1994-09-14
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 1994

REGISTRATION NO. 33-54545
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________________

AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________________

HOST MARRIOTT CORPORATION
(Exact name of registrant
as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 7011 53-0085950
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817
(301) 380-9000
(ADDRESS, INCLUDING ZIP CODE, AND
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

STEPHEN J. MCKENNA, ESQ.
10400 FERNWOOD ROAD
BETHESDA, MARYLAND 20817
(301) 380-9000
(NAME, ADDRESS, INCLUDING ZIP CODE,
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

PLEASE SEND COPIES OF COMMUNICATIONS TO:

BRUCE E. ROSENBLUM, ESQ.
SCOTT C. HERLIHY, ESQ.
LATHAM & WATKINS
1001 PENNSYLVANIA AVENUE, N.W. SUITE 1300
WASHINGTON, D.C. 20004-2505

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As promptly as practicable after the effective date of this
Registration Statement.

If the securities being registered on this form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box X

____________________________________________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE>

HOST MARRIOTT CORPORATION

CROSS REFERENCE SHEET

SHOWING LOCATION IN PROSPECTUS OF INFORMATION
REQUIRED BY ITEMS OF FORM S-1
<TABLE>
<CAPTION>

LOCATION OR HEADING IN THE
PROSPECTUS OR REGISTRATION
FORM S-1 ITEM NUMBER AND CAPTION STATEMENT
-------------------------------- --------------------------
<S> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of Prospectus.......... Outside Front Cover Page

2. Inside Front and Outside Back Cover Pages
of Prospectus....................................... Inside Front and Outside Back
Cover Page

3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges.................. Prospectus Summary; Risk Factors

4. Use of Proceeds..................................... Use of Proceeds

5. Determination of Offering Price..................... The Offering

6. Dilution............................................ *

7. Selling Security Holders............................ *

8. Plan of Distribution................................ Plan of Distribution

9. Description of Securities to be Registered.......... Description of the Warrants;
Description of Capital Stock

10. Interests of Named Experts and Counsel.............. Legal Matters; Experts

11. Information With Respect to the Registrant.......... Business and Properties; Legal
Proceedings; Price Range of Common
Stock and Dividends; Selected
Historical Financial Data;
Management's Discussion and Analysis
of Financial Condition and Results of
Operations; Capitalization of the
Company; Pro Forma Condensed
Consolidated Financial Data;
Management; Certain Transactions;
Ownership of Company Securities;
Index to Financial Statements

12. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities...... *
</TABLE>
____________________

* Inapplicable
<PAGE>

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
State.

SUBJECT TO COMPLETION
DATED SEPTEMBER 14, 1994

PROSPECTUS

HOST MARRIOTT CORPORATION

7,700,000 WARRANTS TO ACQUIRE SHARES OF COMMON STOCK
7,700,000 SHARES OF COMMON STOCK

Host Marriott Corporation, a Delaware corporation (the "Company"), is
issuing 7,700,000 Warrants (the "Warrants") to acquire shares of the Company's
common stock, $1.00 par value per share ("Common Stock") in connection with the
settlement of class action lawsuits instituted against the Company and certain
individual defendants by certain holders and purchasers of senior notes and
debentures of the Company. The Warrants are being distributed pursuant to such
settlement to the "Initial Warrantholders" as described more fully herein.
See "Plan of Distribution." Additionally, 7,700,000 shares of Common Stock
which may be purchased upon exercise of the Warrants by holders thereof are
being offered hereby on a continuous basis. As of the date of this Prospectus,
no Warrants have been exercised and no shares of Common Stock have been issued
thereunder.

Each Warrant entitles the holder upon exercise to acquire one share of
Common Stock, at the exercise price of (i) $8.00, if exercised on or before 5:00
p.m. New York City time on October 8, 1996 or (ii) $10.00, if exercised after
5:00 p.m. New York City time on October 8, 1996, but on or before 5:00 p.m. New
York City time on October 8, 1998, subject to adjustment. See "Description of
the Warrants." The Warrants may be exercised at any time on or before 5:00 p.m.
New York City time on October 8, 1998 (the "Expiration Time"). The Warrants are
being issued in connection with the settlement of certain lawsuits and the
Company will not receive any proceeds from issuance of the Warrants. Proceeds
to the Company from the exercise of all Warrants, assuming an exercise price for
each Warrant of $8.00 and $10.00 would be $61,600,000 and $77,000,000,
respectively, before deducting expenses payable by the Company. No underwriting
discounts or commissions will be paid in connection with this offering.

The Company does not intend to list the Warrants on any securities exchange
and no assurances can be given that a trading market for the Warrants will
develop or be maintained. The Common Stock is traded on the New York Stock
Exchange and on the Chicago Stock Exchange, the Pacific Stock Exchange and the
Philadelphia Stock Exchange under the symbol "HMT." On SEPTEMBER 13, 1994,
the last reported sale price of the Common Stock, as reported on the New York
Stock Exchange Composite Tape, was $11 per share. See "Price Range of the Common
Stock and Dividends."

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER
"RISK FACTORS."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

______________________________

The date of this Prospectus is September 14, 1994
<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and its regional offices
located at Seven World Trade Center, 13th Floor, New York, New York 10048 and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material may be obtained by mail from the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Reports,
proxy statements and other information regarding the Company may also be
inspected at the offices of the New York Stock Exchange (the "NYSE"), 20 Broad
Street, New York, New York 10005, the Pacific Stock Exchange, 301 Pine Street,
San Francisco, California 94104, the Chicago Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois 60605 or the Philadelphia Stock Exchange, 1900 Market
Street, Philadelphia, Pennsylvania 19103.

The Company has filed with the Commission a Registration Statement on Form
S-1 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Warrants and the Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits thereto. For further
information with respect to the Company, the Warrants and the Common Stock,
reference is made to the Registration Statement and exhibits thereto. The
Registration Statement, together with the exhibits thereto, may be inspected at
the Commission's public reference facilities in Washington, D.C. and copies of
all or any part thereof may be obtained from the Commission upon payment of the
prescribed fees.

______________________________

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<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
Unless the context otherwise requires, the term "Company" refers to Host
Marriott Corporation and its subsidiaries and their respective operations.

THE COMPANY

The Company is one of the largest owners of lodging properties in the
world. The Company owns over 110 lodging properties that are operated under
Marriott brand names and managed by Marriott International, Inc. ("Marriott
International"), formerly a wholly-owned subsidiary of the Company. The Company
is the largest owner of hotels operated under Marriott brands. The Company also
holds minority interests in various partnerships that own in the aggregate
nearly 270 additional properties operated by Marriott International. The
Company's properties span several market segments, including full service
(Marriott Hotels, Resorts and Suites), moderately-priced (Courtyard by
Marriott), extended-stay (Residence Inn by Marriott) and economy (Fairfield Inn
by Marriott). These Marriott brands are among the most respected and widely
recognized in the lodging industry.

The Company seeks to grow primarily through opportunistic acquisitions of
full service hotels in the U.S. and abroad. The Company believes that the full
service segment of the market offers opportunities to acquire assets at
attractive multiples of cash flow and at discounts to replacement value,
including under-performing hotels which can be improved under new management.
The Company believes that the full service segment, in particular, has potential
for improved performance as the economy continues to improve and as business
travel continues to increase. During 1994, the Company has acquired six full
service hotels totalling approximately 2,850 rooms in separate transactions
for approximately $236 million. The Company also provided 100% financing
totalling approximately $35 million to an affiliated partnership, in which the
Company owns the sole general partner interest, for the acquisition of two full
service hotels (totalling another 685 rooms). The Company considers all
eight properties as owned hotels for accounting purposes. The Company is also
engaged in discussions with respect to other acquisition opportunities. See "--
Recent Developments -- Acquisitions."

The Company completed the sale of 26 of its fairfield inns by Marriott
during the third quarter of 1994 for net proceeds of approximately $114 million.
The Company also sold its 14 senior living facilities which are leased to
Marriott International under long-term leases. The sale, to an unrelated party
for $320 million, was completed in stages. The sale of nine of the senior living
communities was completed in the second quarter of 1994 and the sale of the five
remaining senior living communities was completed in the third quarter of 1994.
See "-- Recent Developments --Dispositions."

The Company is also the leading operator of airport and tollroad food and
merchandise concessions, with facilities in virtually every major commercial
airport in the U.S. The Company operates restaurants, gift shops and related
facilities at over 70 airports, on 14 tollroads (including over 90 travel
plazas) and at more than 40 tourist attractions, stadiums and arenas. Many of
the Company's concessions operate under branded names, including Pizza Hut,
Burger King, Taco Bell, Sbarro's, Dunkin' Donuts, TCBY yogurt, Mrs. Fields
cookies, Nathan's Famous hot dogs and Cheers.

THE DISTRIBUTION AND RELATED TRANSACTIONS

Prior to October 8, 1993, the Company was named "Marriott Corporation." In
addition to conducting the Company's existing businesses of owning lodging
properties (the "Ownership Business") and operating restaurants, cafeterias,
gift shops and related facilities at airports, stadiums, arenas and tourist
attractions and on highway systems (the "Host/Travel Plazas Business"), Marriott
Corporation engaged in lodging and senior living services management, timeshare
resort development and operation, food service and facilities management and
other contract services businesses (the "Management Business"). On October 8,
1993, Marriott Corporation made a special dividend consisting of the
distribution (the "Distribution") to holders of outstanding shares of Common
Stock, on a share-for-share basis, of all

3
<PAGE>

outstanding shares of its wholly-owned subsidiary, Marriott International, Inc.
("Marriott International"), which at the time of the Distribution held all of
the assets relating to the Management Business. Marriott International now
conducts the Management Business as a separate publicly-traded company. See
"The Distribution." The Company and Marriott International are parties to
several important ongoing arrangements, including agreements pursuant to which
Marriott International manages or leases the Company's lodging properties and a
$630 million line of credit (the "Revolving Line of Credit") provided by
Marriott International to the Company's wholly-owned subsidiary, HMH Holdings,
Inc. ("Holdings") pursuant to a Credit Agreement between Holdings and Marriott
International (the "Credit Agreement"). See "Financing -- Credit Agreement." In
connection with the Distribution, the Company consummated an exchange offer (the
"Exchange Offer") pursuant to which holders of approximately $1.2 billion of its
senior notes ("Old Notes") exchanged Old Notes for a combination of (i) cash,
(ii) Common Stock and (iii) new notes ("New Notes") issued by Host Marriott
Hospitality, Inc. ("Hospitality"), an indirect wholly-owned subsidiary of the
Company. See "The Exchange Offer and Restructuring." References herein to "the
Distribution and related transactions" include the Exchange Offer.

THE OFFERING

Securities Offered..................... 7,700,000 Warrants to acquire shares of
Common Stock of the Company; and
7,700,000 shares of Common Stock
issuable upon the exercise of the
Warrants.

Use of Proceeds........................ The Warrants are being issued as part
of a settlement of class action
litigation and will not result in any
cash proceeds to the Company. Proceeds
from exercises of Warrants will be used
for general corporate purposes.

NYSE Trading Symbol.................... HMT

Risk Factors........................... Prospective investors should carefully
consider the matters set forth under
"Risk Factors."

DESCRIPTION OF THE WARRANTS

Total Number of Warrants............... Warrants which, when exercised, entitle
the holders thereof (each such holder,
a "Warrantholder") to acquire an
aggregate of 7,700,000 shares of Common
Stock (subject to adjustments).

Expiration Time........................ No Warrant may be exercised after 5:00
p.m., New York City time on October 8,
1998.

Exercise of Warrants................... Each Warrant will entitle the
Warrantholder, upon exercise, to
acquire from the Company one share of
Common Stock, at the exercise price of
(i) $8.00, if exercised on or before
5:00 p.m. New York City time on October
8, 1996 or (ii) $10.00, if exercised
after 5:00 p.m. New York City time on
October 8, 1996, but on or before 5:00
p.m. New York City time on October 8,
1998, subject to adjustment. Warrants
are not exercisable

4
<PAGE>

during any Suspension Period (as
described below).

The Company has also agreed to use its
reasonable best efforts to obtain any
required approvals or registrations
under state securities laws for the
issuance of the Common Stock upon
exercise of the Warrants. under the
Warrant Agreement, however, Warrants
may not be exercised by, or shares of
Common Stock issued to, any
Warrantholder in any state where such
exercise would be unlawful.

No Rights as a Stockholder............. Warrantholders will not be entitled to
any assets of the Company or rights as
shareholders of the Company, including
with respect to voting.

No Fractional Shares................... The Company will not issue warrants to
purchase fractional shares of Common
Stock. As a result, the Warrants to
which each Initial Warrantholder is
entitled will be rounded downward where
the fractional portion of such
entitlement, if any, involves less than
one-half of a Warrant or upward where
the fractional portion of such
entitlement, if any, involves one-half
or more of a Warrant, subject to the
overall limitation on the issuance of
Warrants. In the event of certain
transactions, described below, the
number of shares of Common Stock that
may be purchased upon the exercise of
each Warrant is subject to adjustment.
The Company will not issue fractional
shares of Common Stock on the exercise
of Warrants otherwise issuable as a
result of any of the aforementioned
adjustments. If any fraction of a share
of Common Stock would be issuable on
the exercise of any Warrants (or
portion thereof), the Company shall pay
to the exercising Warrantholder (in
lieu of issuance of such fractional
share of Common Stock) an amount of
cash equal to the Exercise Price on the
date the Warrant is presented for
exercise, multiplied by such fraction.

Adjustment Provisions.................. The exercise price and number of shares
of Common Stock issuable upon exercise
of the Warrants are subject to
adjustment from time to time upon the
occurrence of certain events, including
(i) a change in the capital stock of
the Company (as described more fully
herein); (ii) certain distributions by
the Company of rights, options or
warrants to acquire Common

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Stock and (iii) certain other pro rata
distributions to holders of Common
Stock. See "Description of Warrants --
Adjustment Provisions."

Registration of Warrant Shares......... The Company has agreed to use its
reasonable best efforts to maintain the
effectiveness under the Securities Act
of the registration statement of which
this Prospectus is a part, until the
earlier of the Expiration Time or the
date on which all Warrants have been
exercised, subject to the Company's
right to discontinue the effectiveness
of such registration statement for such
periods as the Company determines are
necessary and appropriate (any such
period referred to as a "Suspension
Period").

Warrants Outstanding................... As a result of this offering, warrants
to acquire 7,700,000 shares of Common
Stock will be outstanding.

Common Stock Outstanding............... As of the date of this Prospectus,
153.0 million shares of Common Stock
are outstanding. This does not include
(i) 7.7 million shares of Common Stock
issuable upon exercise of the Warrants,
(ii) 11.9 million shares of Common
Stock subject to options granted to
executive officers and certain current
and former employees of the Company,
with a weighted average exercise price
of $3.97 per share (certain of which
options are subject to vesting
requirements), (iii) 2.8 million shares
of Common Stock issuable to executive
officers and certain current and former
employees under deferred stock
incentive plans (certain of which
shares are subject to vesting
requirements) and (iv) 4.9 million
shares of Common Stock issuable upon
exercise of conversion rights by
holders of the Company's Series A
Cumulative Convertible Preferred Stock.
See "Management -- Executive Officer
Compensations," "Description of the
Warrants" and "Description of Capital
Stock --Convertible Preferred Stock."

6
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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The following table presents (i) summary historical financial data of
the Company for the twenty-four weeks ended June 17, 1994, (ii) summary pro
forma income statement data of the Company for the twenty-four weeks ended
June 18, 1993 and (iii) summary historical balance sheet data and pro forma
income statement data of the Company for the fiscal year ended December 31,
1993. The historical financial data provided herein is derived from the
consolidated and condensed consolidated financial statements of the Company
included in this Prospectus and the pro forma financial data provided herein is
derived from the Pro Forma Condensed Consolidated Statement of Income of the
Company and the condensed consolidated financial statements of the Company
included in this Prospectus. During the fourth quarter of 1993, the Company
effected the Distribution, which caused a substantial change in the composition
of the Company's assets, liabilities and operations. Accordingly, the Company's
historical financial data does not fully reflect the financial condition and
results of operations of the Company as it existed subsequent to the
Distribution (see "Selected Historical Financial Data"). The pro forma
financial information set forth below may not necessarily be indicative of the
results that would have been achieved had such transactions been consummated as
of the dates indicated, or that may be achieved in the future. The information
presented below should be read in conjunction with the Host Marriott Corporation
Pro Forma Condensed Consolidated Statement of Income for the fiscal year ended
December 31, 1993, the Host Marriott Corporation Consolidated and Condensed
Consolidated Financial Statements and Notes thereto and Management's Discussion
and Analysis of Financial Condition and Results of Operations included in this
Prospectus. The following information is unaudited except for the balance sheet
data as of December 31, 1993.

TWENTY-FOUR WEEKS ENDED FISCAL YEAR
------------------------------- 1993
JUNE 17, JUNE 18, (PRO FORMA,
1994 1993 EXCEPT BALANCE
(HISTORICAL) (PRO FORMA) (4) SHEET DATA) (4)
------------------------------- ---------------
(IN MILLIONS)
INCOME STATEMENT DATA:
<S> <C> <C> <C>
Revenues................................................. $ 660 $ 597 $1,354
Operating profit before corporate expenses and interest.. 77 59 122
Interest expense......................................... 95 88 190
Loss before extraordinary item and cumulative effect
of changes in accounting principles (1)............. (18) (24) (60)

BALANCE SHEET DATA:

Total assets............................................. $3,949 $3,893
Debt (2)................................................. 2,399 2,499

OTHER DATA:

EBITDA (3)............................................... $ 166
CASH FROM OPERATIONS..................................... 42
CASH USED IN INVESTING ACTIVITIES........................ (58)
CASH FROM FINANCING ACTIVITIES........................... 155
RATIO OF EARNINGS TO FIXED CHARGES (5)................... --
_________________________
</TABLE>
(1) Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," was adopted in the first fiscal quarter of 1993. In the second
fiscal quarter of 1993, the Company changed its accounting method for
assets held for sale. See "Notes to Consolidated Financial Statements."

(2) The December 31, 1993 debt amount includes $20 million of convertible
subordinated debt in the form of Liquid Yield Option Notes (LYONs). Long-
term debt of the Company at June 17, 1994 and December 31, 1993 was $1.7
billion and $2.1 billion, respectively.

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(3) EBITDA, as defined in the new notes indenture, consists of the sum of
consolidated net income (loss), interest expense, income taxes,
depreciation and amortization and certain other non-cash charges, subject
to certain other adjustments. EBITDA data is presented because such data
is used by certain investors to determine the Company's ability to meet
debt service requirements. The Company considers EBITDA to be an
indicative measure of the Company's operating performance due to the
significance of the Company's long-lived assets. EBITDA measures the
Company's ability to service debt, fund capital expenditures and expand its
business; however, such information should not be considered as an
alternative to net income, operating profit, cash flows from operations,
or any other operating or liquidity performance measure prescribed by
generally accepted accounting principles.

(4) The historical information for the twenty-four weeks ended June 17, 1994
and the pro forma information for the twenty-four weeks ended June 18, 1993
and for fiscal year 1993 include the effects of the Distribution and
related transactions. This information does not include the effects of the
sale of the 26 Fairfield Inns by Marriott and the sale of the 14 senior
living communities. See "Pro Forma Condensed Consolidated Financial Data."

(5) The ratio of earnings to fixed charges is computed by dividing income
(loss) before taxes, interest expense and other fixed charges by total
fixed charges, including interest expense, amortization of debt issuance
costs and the portion of rent expense which represents interest. Earnings
were inadequate to cover fixed charges by $19 million for the twenty-four
weeks ended June 17, 1994. The deficiency is largely the result of
depreciation and amortization of $82 million for the twenty-four weeks
ended June 17, 1994.

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Recent Developments
COMMON STOCK OFFERING

On January 20, 1994, the Company completed the issuance of 20.1 million
shares of common stock for net proceeds of $231 million. HMC Acquisitions, Inc.
("HMC Acquisitions"), a wholly-owned subsidiary, was capitalized with
approximately $210 million of the proceeds from the Common Stock offering. The
amount used to capitalize HMC Acquisitions and any earnings therefrom will be
available for investment on an unrestricted basis. HMC Acquisitions is a
guarantor under the Revolving Line of Credit with Marriott International.

ACQUISITIONS

During 1994, the Company has acquired six full service hotels totalling
approximately 2,850 rooms in separate transactions for approximately $236
million. The Company also provided 100% financing totalling approximately $35
million to an affiliated partnership, in which the Company owns the sole general
partner interest, for the acquisition of two full service hotels (totalling
another 685 rooms). The Company considers all eight properties as owned hotels
for accounting purposes.

DISPOSITIONS

During the first quarter of 1994, the Company signed an agreement to sell
its 14 senior living communities to an unrelated third party for $320 million,
which approximates the communities' carrying value. The sale of nine of the
communities was completed in the second quarter of 1994 and the sale of the
five remaining communities was completed in the third quarter of 1994.

In the third quarter of 1994, the Company completed the sale of 26 of its
Fairfield Inns by Marriott to an unrelated third party. The net proceeds from
the sale of such hotels was approximately $114 million, which exceeded the
carrying value of the hotels by approximately $12 million. Approximately $27
million of the proceeds was payable in the form of a note from the purchaser.
The gain on the sale of these hotels will be deferred.

In June 1994, the Company transferred its rights under an unprofitable
concessions contract to a third party. In connection with this decision to
discontinue servicing the contract, the Company wrote off related assets of
approximately $8 million in the second quarter of 1994. The Company also
established a reserve of approximately $4 million for amounts which are to be
paid to the third party transferee over the next six years.

NEW YORK MARRIOTT MARQUIS

As of December 31, 1993, the Company owned a 50% partnership interest in
Times Square Hotel Company ("TSHCO"), the owner of the New York Marriott
Marquis, and held security interests in an additional 39% of the partnership
interests as collateral for loans made to certain partners. These partners
defaulted on their loans and in the first quarter of 1994, the Company
foreclosed on a 28.68% partnership interest and completed the transfer of an
additional 7.32% partnership interest in TSHCO in full satisfaction of the
loans. As a result, the Company now holds an 86% partnership interest in TSHCO,
which is consolidated in the Company's financial statements. See "Certain
Transactions -- New York Marriott Marquis."

In the second quarter of 1994, in a lawsuit filed by the general contractor
against the parent corporation of the structural steel contractor for the
construction of the New York Marriott Marquis, the jury entered a verdict in
favor of the general contractor. The award, which is subject to appeal, is
approximately $26 million plus interest thereon from September 1985. Through
agreement with its tshco partners and the general contractor of the hotel, the
Company has been advancing to TSHC substantially all costs of litigation and is
entitled to virtually the entire amount of any court award in this lawsuit,
even though the suit was brought in the name of the general contractor of the
hotel. The Company has not recognized any amount of the jury award but, if the
award is upheld upon

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<PAGE>

any appeal, will utilize the amount of the award to reduce the carrying value of
the property on the Company's financial statements to the extent that costs were
previously capitalized.

BOND REDEMPTIONS AND REPURCHASES

Based on Cumulative Available Net Proceeds from Qualifying Asset Sales (as
defined in the New Notes Indenture) of approximately $183 million through June
17, 1994, Hospitality redeemed or repurchased approximately $137 million of New
Notes in the third quarter of 1994. Based on Cumulative Available Net Proceeds
from Qualifying Asset Sales of approximately $228 million received in the third
quarter of 1994, Hospitality will initiate the process for redemption of $114
million of New Notes and initiate an offer to repurchase up to an additional $57
million of New Notes during the fourth quarter of 1994.

TSHCO REFINANCING

In August 1994, the TSHCO first mortgage loan was extended for five years
from its original maturity of December 1993. In connection with the extension,
a $10 million principal payment was made on the loan. The current principal
balance of the loan of $336 million is scheduled to mature as follows: $5
million in each of 1994 through 1997, and $316 million in 1998.

Interest on $165 million of the loan is fixed at approximately 8.4% and
interest on the remaining portion of the loan is based on LIBOR plus 150 basis
points. Annual minimum principal amortization of $5 million a year is required
and all additional cash flow will be applied as additional amortization until
the principal amount of the loan is paid down to $300 million. Once the
principal amount of the loan is paid down to $300 million, 75% of future cash
flow in excess of minimum amortization requirements ranging up to $9 million per
year will be applied to further principal amortization and the remaining 25%
will be available for other obligations of TSHCO. The Company provided a $10
million debt service guarantee of principal and interest on the loan.

10
<PAGE>

RISK FACTORS

In addition to the other information contained in this Prospectus,
prospective investors should consider carefully the following factors before
purchasing the securities offered hereby.

SUBSTANTIAL LEVERAGE; RESTRICTIVE COVENANTS

The Company has substantial indebtedness. As of June 17, 1994, the Company
had consolidated debt of $2.4 billion and total shareholders' equity of $729
million. The Ownership Business and the Host/Travel Plazas Business are capital
intensive, and the Company will have significant capital requirements in the
future. The Company's leverage could affect its ability to obtain financing in
the future or to undertake refinancings on terms and subject to conditions
deemed acceptable by the Company.

Most of the business of the Company's Real Estate and Operating Groups
(each as defined herein) is conducted by subsidiaries of Hospitality (a second-
tier subsidiary of the Company). As of June 17, 1994, Hospitality had
approximately $1.2 billion in aggregate principal amount of New Notes
outstanding, which are secured by a pledge of the stock of, and guaranteed by,
Hospitality and certain of its subsidiaries. The indenture governing these
notes contains covenants that, among other things, (i) limit the ability of
Hospitality to pay dividends and make other distributions and restricted
payments, (ii) limit the ability of Hospitality and its subsidiaries to incur
additional debt, (iii) limit the ability of Hospitality and its subsidiaries to
create additional liens on their respective assets, (iv) limit the ability of
the subsidiaries of Hospitality to incur debt and issue preferred stock, (v)
limit the ability of Hospitality and its subsidiaries to engage in certain
transactions with related parties, (vi) limit the ability of each subsidiary of
Hospitality to enter into agreements which restrict such subsidiary in paying
dividends or making certain other payments and (vii) limit the activities and
businesses of Holdings. See "Financing--New Notes" and "The Exchange Offer and
Restructuring." In addition, the Credit Agreement with Marriott International
imposes certain restrictions on the ability of the Company and certain other
subsidiaries to incur additional debt, impose liens or mortgages on their
properties (other than various types of liens arising in the ordinary course of
business), extend new guarantees (other than replacement guarantees), pay
dividends, repurchase their common stock, make investments and incur capital
expenditures. The above restrictions may limit the Company's ability to secure
additional financing, and may prevent the Company from engaging in transactions
that might otherwise be beneficial to the Company. See "Financing--Credit
Agreement."

PENDING LITIGATION

Between October 9, 1992 and approximately January 4, 1993, following the
announcement of the Distribution, ten plaintiffs who were holders or former
holders of Old Notes (the "Class Action Plaintiffs") filed lawsuits against the
Company purportedly brought on behalf of classes of holders and purchasers of
Old Notes (the "Class Action Lawsuits"). The Class Action Lawsuits were
consolidated under the caption United Apple Sales Incorporated Profit Sharing
Trust u/a DTD 8/1/71, et al. v. Marriott Corp. et al. in the United States
District Court for the District of Maryland. The Class Action Lawsuits asserted
various claims related to the Distribution and related disclosures.

On October 29, 1992, a second group of plaintiffs (the "PPM Group")
purporting to hold approximately $120 million of principal amount of Old Notes
filed a lawsuit against the Company (the "PPM Lawsuit") in the United States
District Court for the District of Maryland. The PPM lawsuit claims that the
sale by the Company of certain series of its Old Notes violated the federal
securities laws and similar state laws. The PPM Group alleges that it has
incurred damages of approximately $30 million.

On or about March 25, 1993, the State Board of Administration of Florida,
purporting to hold approximately $7.5 million of principal amount of Old Notes,
filed an additional lawsuit asserting claims relating to the Distribution (the
"Florida Lawsuit"), purportedly on behalf of certain classes of holders of Old
Notes.

The Company reached an agreement to settle the Class Action Lawsuits (the
"Class Action Settlement"), which settlement was approved by the Court on
September 10, 1993. The Class Action Settlement disposes of all legal claims
challenging the Distribution, other than disclosure claims by certain holders
and former holders of Old Notes (principally

11
<PAGE>

members of the PPM Group) who have "opted out" of the Class Action Settlement.
As part of the Class Action Settlement, the Company effected the Exchange Offer,
paid certain legal fees and expenses of the Class Action Plaintiffs and agreed
to issue the Warrants. The Florida Lawsuit was also settled on April 28, 1994.
Under the terms of this settlement, the Company agreed to repurchase the Old
Notes held by the State Board of Administration of Florida at their par value.

The PPM Group continues to litigate its claims. On December 17, 1993, the
Company filed a motion for summary judgment seeking judgment in favor of the
defendants in the PPM Lawsuit. The PPM Group also filed a motion for summary
judgment with respect to the Company's counterclaim that some of the PPM Group
plaintiffs tortiously interfered with the Company's contractual relationship
with some of its financial advisors. On May 23, 1994, the Court issued an order
granting in part and denying in part the Company's motion for summary judgment
on the remaining claims of the PPM Group. Specifically, the Court dismissed
claims brought by 13 of the 16 plaintiffs comprising the PPM Group for alleged
violations of Section 11 and Section 12(2) of the Securities Act. The Court
denied the Company's motion for summary judgment on the PPM Group's claims for
violation of Section 10(b) of the Securities and Exchange Act of 1934 and for
common law fraud, as well as the Section 11 and Section 12(2) claims brought by
three of the plaintiffs in the PPM Group. In addition, the Court granted the
PPM Group's motion for summary judgment on the Company's counterclaim. This
lawsuit is currently scheduled for trial on September 26, 1994.

The Company believes the remaining claims of the PPM Group are without
merit and that the litigation will not have a material effect on the financial
condition or results of operations of the Company. Nevertheless, there can be
no certainty as to the ultimate outcome of such litigation.

POTENTIAL CONFLICTS WITH MARRIOTT INTERNATIONAL

The interests of the Company and Marriott International may potentially
conflict due to the ongoing relationships between the companies. In addition,
the Company and Marriott International share two common directors -- J.W.
Marriott, Jr. serves as Chairman of the Board of Directors and President of
Marriott International and also serves as a director of the Company, and Richard
E. Marriott serves as Chairman of the Board of Directors of the Company and
also serves as a director of Marriott International. Messrs. J.W. Marriott,
Jr. and Richard E. Marriott, as well as certain other officers and directors
of Marriott International and the Company, also own shares (and/or options or
other rights to acquire shares) in both companies. With respect to the various
contractual arrangements between the two companies, the potential exists for
disagreement as to the quality of services provided by Marriott International
and as to contract compliance. Additionally, the possible desire of the
Company, from time-to-time, to finance, refinance or effect a sale of any of the
properties managed by Marriott International may, depending upon the structure
of such transactions, result in a need to modify the management agreement with
Marriott International with respect to such property. Any such modification
proposed by the Company may not be acceptable to Marriott International, and the
lack of consent from Marriott International could adversely affect the Company's
ability to consummate such financing or sale. In addition, certain situations
could arise where actions taken by Marriott International in its capacity as
manager of competing lodging properties would not necessarily be in the best
interests of the Company. Nevertheless, the Company believes that there is
sufficient mutuality of interest between the Company and Marriott International
to result in a mutually productive relationship. Moreover, appropriate policies
and procedures are followed by the Board of Directors of each of the companies
to limit the involvement of Messrs. J.W. Marriott, Jr. and Richard E.
Marriott (and, if appropriate, other officers and directors of such companies)
in conflict situations, including requiring them to abstain from voting as
directors of either the Company or Marriott International (or as directors of
any of their subsidiaries) on certain matters which present a conflict between
the companies. See "Relationship Between the Company and Marriott
International."

DIVIDEND POLICY

The Company intends to retain future earnings, if any, for use in its
business and does not currently anticipate paying dividends on the Common Stock.
In addition, the Credit Agreement contains restrictions on the payment of
dividends on the Common Stock. See "Dividend Policy" and "Financing." The
Company has also stated its intention to pay dividends on its outstanding
Convertible Preferred Stock only to the extent of earnings, and the Company has
not declared a dividend on the Convertible Preferred Stock for the last four
quarterly dividend periods. If six quarterly

12
<PAGE>

dividend payments are in arrears, the holders of the Convertible Preferred Stock
will become entitled to elect two directors of the Company. There are
approximately 282,000 depositary shares, each representing 1/1000th of a share
of Convertible Preferred Stock, that remain outstanding as of June 17, 1994 and
the stated quarterly dividend on these shares is approximately $300,000. The
Company could recommence payment of quarterly dividends in order to avoid the
election of additional directors. In addition, commencing January 15, 1996, the
outstanding Convertible Preferred Stock may be redeemed at an aggregate
redemption price of approximately $15 million plus accrued and unpaid dividends.

EFFECTS OF ECONOMIC CONDITIONS AND CYCLICALITY

The Company's ownership of real property, including hotels, and undeveloped
land parcels, is substantial. Real estate values are sensitive to changes in
local market and economic conditions and to fluctuations in the economy as a
whole. There can be no assurance that downturns or prolonged adverse conditions
in real estate or capital markets or the economy as a whole will not have a
material adverse impact on the Company.

ANTITAKEOVER PROVISIONS

The Company's Restated Certificate of Incorporation and Bylaws each contain
provisions that will make difficult an acquisition of control of the Company by
means of a tender offer, open market purchases, proxy fight, or otherwise, that
is not approved by the Board of Directors. Provisions that may have an
antitakeover effect include (i) a staggered board of directors with three
separate classes, (ii) a super-majority vote requirement for removal or filling
of vacancies on the Board of Directors and for amendment to the Company's
Restated Certificate of Incorporation and Bylaws, (iii) limitations on
shareholder action by written consent and (iv) super-majority voting
requirements for approval of mergers and other business combinations involving
the Company and interested shareholders. In addition, the Company is subject to
Section 203 of the Delaware General Corporation Law requiring super-majority
approval for certain business combinations. The Company has also adopted a
shareholder rights plan which may discourage or delay a change in control of the
Company. Finally, the Company has granted Marriott International, for a period
of ten years following the Distribution, the right to purchase up to 20% of each
class of the then outstanding voting stock of the Company at the fair market
value thereof upon the occurrence of certain specified events, generally
involving changes in control of the Company (the "Marriott International
Purchase Right"). The Marriott International Purchase Right may have certain
antitakeover effects with respect to the Company. See "Purposes and
Antitakeover Effects of Certain Provisions of the Company Certificate and Bylaws
and the Marriott International Purchase Right" and "Description of Capital Stock
- - Rights and Junior Preferred Stock."

LACK OF PUBLIC MARKET FOR THE WARRANTS

The Warrants have no established trading market and no assurance can be
given that any such market will develop or, if one develops, that it will be
sustained. The Company does not intend to apply to list the Warrants on any
stock exchange. If a market for the Warrants does not develop, Warrantholders
may be unable to sell the Warrants for an extended period of time, if at all.

THE COMPANY

The Company is one of the largest owners of lodging properties in the
world. The Company owns over 110 lodging properties that are operated under
Marriott brand names and managed by Marriott International, formerly a wholly-
owned subsidiary of the Company. The Company is the largest owner of hotels
operated under Marriott brands. The Company also holds minority interests in
various partnerships that own in the aggregate nearly 270 additional properties
operated by Marriott International. The Company's properties span several market
segments, including full service (Marriott Hotels, Resorts and Suites),
moderate-priced (Courtyard by Marriott), extended-stay (Residence Inn by
Marriott) and economy (Fairfield Inn by Marriott). These Marriott brands are
among the most respected and widely recognized in the lodging industry.

13
<PAGE>

at attractive multiples of cash flow and at discounts to replacement value,
including under-performing hotels which can be improved under new management.
The Company believes that the full service segment, in particular, has potential
for improved performance as the economy continues to improve and as business
travel continues to increase. During 1994, the Company has acquired six full
service hotels totalling approximately 2,850 rooms in separate transactions for
approximately $236 million. The Company also provided 100% financing totalling
approximately $35 million to an affiliated partnership, in which the Company
owns the sole general partner interest, for the acquisition of two full service
hotels (685 rooms). The Company considers all eight properties as owned hotels
for accounting purposes. The Company is also engaged in discussions with respect
to other acquisition opportunities. See "Prospectus Summary --Recent
Developments -- Acquisitions."

In the third quarter of 1994, the Company completed the sale of 26 of
its Fairfield Inns by Marriott. The Company also sold its 14 senior living
facilities which are leased to Marriott International under long-term leases.
The sale, to an unrelated party for $320 million, WAS completed in stages. The
sale of nine of the senior living communities was completed in the second
quarter of 1994 and the sale of the five remaining senior living communities
was completed in the third quarter of 1994. See "-- Recent Developments --
Dispositions."

The principal executive offices of the Company are located at 10400
Fernwood Road, Bethesda, Maryland, 20817, and its telephone number is (301) 380-
9000. The Company was incorporated under the laws of the State of Delaware in
1929.

USE OF PROCEEDS

The Warrants are being issued as part of the Class Action Settlement, and
the Company will not receive any proceeds from such issuance. The net proceeds
to be received by the Company from the sale of 7,700,000 shares of Common Stock
upon the exercise of the Warrants would be approximately $61.6 million, assuming
the exercise of all Warrants at an exercise price of $8.00 per share and
approximately $77 million, assuming the exercise of all Warrants at an exercise
price of $10.00 per share, before deducting expenses payable by the Company.
Any net proceeds are expected to be used for general corporate purposes.

DIVIDEND POLICY

The Company intends to retain future earnings, if any, for use in its
business and does not currently anticipate paying any dividends on the Common
Stock. In addition, the Credit Agreement contains restrictions on the payment
of dividends on the Common Stock and the Company's subsidiaries are subject to
certain agreements that limit their ability to pay dividends to the Company.
See "Financing." The Company has also stated its intention to pay dividends on
its outstanding Convertible Preferred Stock only to the extent of earnings, and
the Company has not declared a dividend on the Convertible Preferred Stock for
the last four quarterly dividend periods. If six quarterly dividend payments
are in arrears, the holders of the Convertible Preferred Stock will become
entitled to elect two directors of the Company. There are approximately 282,000
depositary shares, each representing 1/1000th of a share of Convertible
Preferred Stock, that remain outstanding as of June 17, 1994, and the stated
quarterly dividend on these shares is approximately $300,000. The Company could
recommence payment of quarterly dividends in order to avoid the election of
additional directors. In addition, commencing January 15, 1996, the outstanding
Convertible Preferred Stock may be redeemed at an aggregate redemption price of
approximately $15 million plus accrued and unpaid dividends.

14
<PAGE>

CAPITALIZATION OF THE COMPANY

The following table sets forth the capitalization of the Company at
June 17, 1994 and the capitalization of the Company as adjusted to give effect
to the exercise of all Warrants, as if all such exercises had occurred on June
17, 1994. The capitalization of the Company should be read in conjunction with
the Company's Consolidated and Condensed Consolidated Financial Statements and
Notes thereto each contained elsewhere in this Prospectus.

<TABLE>
<CAPTION>
At June 17, 1994
(unaudited, in millions)
Actual As Adjusted(1)
---------- ---------------
<S> <C> <C>
Cash and cash equivalents.. $ 242 $ 303
====== ======
Debt....................... $2,399 $2,399
Shareholders' equity....... 729 790
------ ------
Total Capitalization....... $3,128 $3,189
====== ======
</TABLE>

(1) Reflects receipt of proceeds from the exercise of all Warrants, after
deducting estimated expenses, assuming an exercise price for each Warrant of
$8.00. See "Use of Proceeds." Assuming an exercise price for each Warrant
of $10.00, the cash and cash equivalents, and shareholders' equity, of the
Company would be $318 million and $805 million, respectively.

15
<PAGE>

PRO FORMA CONDENSED CONSOLIDATED FINANCIAL DATA

The unaudited Pro Forma Condensed Consolidated Balance Sheet and Income
Statement of the Company as of and for the twenty-four weeks ended June 17, 1994
reflect the Company's recent dispositions of properties (26 Fairfield Inns by
Marriott and 14 senior living communities). The "Host Marriott Corporation Pro
Forma" column of the unaudited Pro Forma Condensed Consolidated Balance Sheet
presents the financial position of the Company as if the sale of 26 Fairfield
Inns by Marriott and the sale of the remaining five of 14 senior living
communities had been completed as of June 17, 1994. The Distribution and
related transactions and the sale of nine of the 14 communities were completed
prior to June 17, 1994 and already have been reflected in the Company's
historical balance sheet. The unaudited Pro Forma Condensed Consolidated
Statement of Income of the Company for the twenty-four weeks ended June 17, 1994
presents, in the "Host Marriott Corporation Pro Forma" column, the results of
operations of the Company as if the sale of the 26 Fairfield Inns by Marriott
and the sale of the 14 senior living communities had been completed as of the
beginning of the fiscal year. The adjustments required to reflect the sale of
the Fairfield Inns and senior living communities are set forth in the
"Disposition Pro Forma Adjustments" column and discussed in the accompanying
notes.

The unaudited Pro Forma Condensed Consolidated Statement of Income of the
Company for the fiscal year ended December 31, 1993 reflects the Distribution
and related transactions and the Company's recent dispositions of properties.
The "Host Marriott Corporation Distribution Pro Forma" column presents the
results of operations of the Company as if the Distribution and related
transactions had been completed as of the beginning of the fiscal year. The
adjustments required to reflect the Distribution and related transactions are
set forth in the "Distribution Pro Forma Adjustments" column and discussed in
the accompanying notes. THe "Host Marriott Corporation Pro Forma" column
presents the results of operations of the Company as if the Distribution and
related transactions and the dispositions of properties had been completed as
of the beginning of the fiscal year. Certain revenues and costs and expenses
have been reclassified for the fiscal year ended December 31, 1993 to conform
to the Company's new income statement presentation and are reflected in the
"Reclassification" column.

The Pro Forma Condensed Consolidated Financial Data of the Company are
unaudited and presented for informational purposes only and may not reflect the
Company's future results of operations and financial position or what the
results of operations and financial position of the Company would have been had
such transactions occurred as of the dates indicated. The unaudited Pro Forma
Condensed Consolidated Financial Data and Notes thereto of the Company should
be read in conjunction with the Host Marriott Corporation Consolidated Financial
Statements and Notes thereto and Management's Discussion and Analysis of
Financial Condition and Results of Operations contained elsewhere in this
Prospectus.

16
<PAGE>

HOST MARRIOTT CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

JUNE 17, 1994

(UNAUDITED, IN MILLIONS)

ASSETS
<TABLE>
<CAPTION>
HOST MARRIOTT DISPOSITION HOST MARRIOTT
CORPORATION PRO FORMA CORPORATION
HISTORICAL ADJUSTMENTS PRO FORMA
-------------- ------------ -------------
<S> <C> <C> <C>
Property and Equipment........................................ $2,950 $ (244) (S) $2,706
Investments in Affiliates..................................... 221 - 221
Notes Receivable.............................................. 69 15 (S) 84
Accounts Receivable........................................... 95 (5) (S) 90
Inventories................................................... 49 - 49
Other Assets.................................................. 233 (3) (S) 230
Cash and Cash Equivalents..................................... 242 219 (S) 142
(301) (Q)
(18) (P)
Investment in Short-Term Marketable Securities................ 90 - 90
------ ------ ------
$ 3,949 $ (337) $3,612
====== ====== ======

</TABLE>

LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>

Debt
<S> <C> <C> <C>
Debt carrying a company guarantee of repayment.............. $1,623 $ (301) (Q) $1,322
Debt not carrying a company guarantee of repayment.......... 776 (18) (P) 758
------ ------ ------
2,399 (319) 2,080
------ ------ ------

Accounts Payable and Accrued Expenses......................... 188 (1) (S) 187
Deferred Income............................................... 18 - 18
Deferred Income Taxes......................................... 424 - 424
Other Liabilities............................................. 191 (17) (S) 174
------ ------- ------
Total Liabilities........................................ 3,220 (337) 2,883
------ ------ ------

Shareholders' Equity
Convertible Preferred Stock................................. 14 - 14
Common Stock, 300 million shares authorized; 152.4 million
shares issued............................................. 152 - 152
Additional Paid-in Capital.................................. 472 - 472
Retained Earnings........................................... 91 - 91
------ ------- ------
Total Shareholders' Equity............................... 729 - 729
------ ------- ------

$3,949 $ (337) $3,612
====== ======= ======

</TABLE>

17
<PAGE>

HOST MARRIOTT CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED, IN MILLIONS EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
TWENTY-FOUR WEEKS ENDED JUNE 17, 1994
--------------------------------------------
HOST MARRIOTT DISPOSITION HOST MARRIOTT
CORPORATION PRO FORMA CORPORATION
HISTORICAL ADJUSTMENTS PRO FORMA
-------------- ------------ --------------
<S> <C> <C> <C>
Revenues
Real Estate Group...................................... $ 164 $ (19) (O) $ 145

Operating Group........................................ 496 - 496
------ ---- ------
660 (19) 641
------ ---- ------
Operating costs and expenses
Real Estate Group...................................... 93 (7) (O) 86

Operating Group........................................ 490 - 490
------ ---- ------
583 (7) 576
------ ---- ------
Operating profit
Real Estate Group...................................... 71 (12) (O) 59

Operating Group........................................ 6 - 6
------ ---- ------
Operating profit before corporate expenses and interest.. 77 (12) 65
Corporate Expenses....................................... (17) (17)
Interest Expense......................................... (95) 1 (P) (79)
15 (Q)
Interest Income.......................................... 11 - 11
------ ---- ------
(Loss) before income taxes............................... (24) 4 (20)
(Provision) benefit for income taxes..................... 6 (1) (F) 5
------ ---- ------

Net income (loss)........................................ (18) 3 (15)
Dividends on preferred stock............................. - - -
------ ---- ------
Income (loss) available for common stock................. $ (18) $ 3 $ (15)
====== ==== ======
Earning (loss) per common share.......................... $ (.12) $ (.10)
====== ======
Weighted average number of common shares outstanding..... 149.6 149.6
====== ======
</TABLE>

18
<PAGE>

HOST MARRIOTT CORPORATION
-------------------------
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>

FISCAL YEAR ENDED DECEMBER 31, 1993 (IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
------------------------------------------------------------------------------------------------------
HOST HOST MARRIOTT HOST
MARRIOTT RECLASSIFIED DISTRIBUTION CORPORATION DISPOSITION MARRIOTT
CORPORATION RECLASSIFICATION HOST MARRIOTT PRO FORMA DISTRIBUTION PRO FORMA CORPORATION
HISTORICAL (2) CORPORATION ADJUSTMENTS PRO FORMA ADJUSTMENTS PRO FORMA
------------ ----------------- ------------- ------------ ------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Revenues
Real Estate Group (1).... $ 614 $ 58 $ 672 $ (354) (C) $ 273 (41) (O) $ 241
(45) (B) 9 (R)
Operating Group (1)...... 1,177 (96) 1,081 - 1,081 - 1,081
------ ---- ------ ----- ------ ---- ------
1,791 (38) 1,753 (399) 1,354 (32) 1,322
Operating costs and ------ ---- ------ ----- ------ ---- ------
expenses
Real Estate Group (1).... 515 66 581 (341) (C) 194 (20) (O) 174
2 (H)
(48) (B)
Operating Group (1)...... 1,120 (82) 1,038 - 1,038 - 1,038
------ ---- ------ ----- ------ ---- ------
1,635 (16) 1,619 (387) 1,232 (20) 1,212
Operating profit ------ ---- ------ ----- ------ ---- ------
Real Estate Group (1)....
99 (8) 91 (13) (C) 79 (21) (O) 67
(2) (H) 9 (R)
3 (B)
Operating Group (1)...... 57 (14) 43 - 43 - 43
------ ---- ------ ----- ------ ---- ------
Operating profit before
corporate expenses and
interest................ 156 (22) 134 (12) 122 (12) 110
Corporate Expenses......... (63) 22 (41) 13 (D) (28) (28)
Interest Expense........... (201) - (201) 13 (A) (190) 3 (P) (155)
(5) (E) 32 (Q)
3 (I)
2 (H)
4 (K)
(1) (N)
(5) (J)
Interest Income............ 26 - 26 - 26 - 26
Profit from operations
distributed to Marriott
International, Inc...... 211 - 211 (211) (M) - - -

------ ---- ------ ----- ------ ---- ------
Income (loss) before
income taxes,
extraordinary item and
cumulative
effect of changes in
accounting
principles (3)(4)........ 129 - 129 (199) (70) 23 (47)

(Provision) benefit for
income taxes.............. (72) - (72) 88 (M) 10 (8) (F) 2
(6) (F)
------ ---- ------ ----- ------ ---- ------
Income (loss) before
extraordinary
item and cumulative
effect of
changes in accounting
principles(3)(4)........ 57 - 57 (117) (60) 15 (45)
Dividends on preferred
stock..................... (8) - (8) 7 (L) (1) - (1)
------ ---- ------ ----- ------ ---- ------

Income (loss) available
for common
stock before
extraordinary item
and cumulative effect of
changes
in accounting principles
(3)(4).................. $ 49 $ - $ 49 $ (110) $ (61) $ 15 $ (46)
------ ---- ------ ----- ------ ---- ------

Fully diluted earning
(loss)
per share before
extraordinary
item and cumulative
effect of
changes in accounting
principles(3)(4)........ $ .40 $ .40 $ (.51) $ (.39)
====== ====== ====== ======
(13.9) (G)
7.9 (L)
Fully diluted common
shares 121.3 121.3 1.4 (K) 116.7 116.7
====== ====== ===== ====== ======

</TABLE>
___________

(1) The Real Estate Group, the majority of which was formerly classified in the
"Lodging" segment, is comprised of the Company's existing business of
owning lodging properties and senior living facilities, its partnership
investments and undeveloped land parcels. The Operating Group, formerly
included as part of the "Contract Services" segment, consists of the food,
beverage and merchandise operations at airports, on tollroads and at
tourist attractions, stadiums and arenas, as well as restaurant operations.
The new segments reflect the Company's current business segments and
operating environment.

(2) Certain revenues, costs and expenses have been reclassified to conform to
the Company's new income statement presentation. These include
reclassifying the senior living community operations from the Operating
Group to the Real Estate Group, reclassifying the Company's equity in net
losses of affiliates from corporate expenses to operating costs of the Real
Estate Group, reclassifying the net

19
<PAGE>

gains/losses on certain property transactions from Real Estate Group
operating cost and corporate expenses to Real Estate Group revenue, and
netting the revenue and costs related to the sale of condominium units to
the net gain on the sale of the units, which is included in Real Estate
Group revenues.

(3) Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," was adopted in the first fiscal quarter of 1993. In the second
quarter of 1993, the Company changed its accounting method for assets held
for sale. See "Notes to Consolidated Financial Statements."

(4) The Company recognized a $5 million extraordinary loss (net of taxes) on
the completion of the Exchange Offer. See "Notes to Consolidated Financial
Statements."

20
<PAGE>

HOST MARRIOTT CORPORATION
NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME

A. Represents assumption by Marriott International of 90% of the obligations
under the Company's formerly outstanding convertible subordinated debt
("LYONS").

B. Represents sales and operating expenses, other than depreciation, offset by
rental income, for retirement communities owned by the Company and leased
to Marriott International.

C. Represents adjustment to reduce lodging sales of properties owned by the
Company and operated by Marriott International to amounts to be remitted by
Marriott International to the Company.

D. Represents the elimination of nonrecurring costs directly related to the
Distribution.

E. Represents 1% commitment fee to Marriott International on the revolving
line of credit from January 1, 1993 to the Distribution Date.

F. Represents income tax impact of pro forma adjustments, at statutory rates,
adjusted to reflect the loss of certain state income tax benefits.

G. Represents elimination of shares that are antidilutive on a pro forma
basis.

H. Represents the impact on operating costs and interest expense related to
the transfer of land owned by the Company and leased to a partnership
owning a Marriott hotel and assumption of debt by Marriott International
equal to the book value of the land.

I. Represents the increase in interest expense and the reduction in commitment
fee to Marriott International related to initial draw by the Company under
the Marriott International line of credit (and corresponding paydown of
other Company debt).

J. Represents the impact of additional debt assumed by Marriott International,
and the 100 basis point increase in interest rate applicable to the New
Notes.

K. Represents the Common Stock issued concurrently with the Distribution as
part of the Exchange Offer, and the corresponding impact on interest
expense.

L. Represents adjustment to reflect conversion of Convertible Preferred Stock
prior to the Distribution.

M. Represents distribution of 100% of Marriott International common stock to
the Company's common shareholders.

N. Represents adjustment for the impact on interest expense related to the
initial draw under a mortgage with Marriott International related to the
funding of capital expenditures for the Philadelphia Convention Center
Hotel.

O. Represents adjustment to eliminate the revenues and operating costs of the
14 senior living communities and 26 Fairfield Inns by Marriott.

P. Represents paydown of the secured debt of certain senior living communities
and the corresponding impact on interest expense.

Q. Represents paydown of the New Notes with 75% of the asset sales proceeds
(including the proceeds received prior to June 17, 1994) and the
corresponding impact on interest expense. Extraordinary losses of
approximately $8 million related to the redemption of New Notes are not
reflected in the accompanying Pro Forma Condensed Financial Data.

21
<PAGE>

R. Represents adjustment to eliminate the net realizable value write-down for
the Fairfield Inns by Marriott that were sold in the third quarter of 1994.

S. Represents adjustment to reduce property and equipment, record the sales
proceeds and the note receivable, and adjust other asset and liability
accounts for the sale of all 26 Fairfield Inns by Marriott and the sale of
the five remaining senior living communities.

22
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As noted elsewhere in this Prospectus, the Distribution and the related
transactions have had a significant effect on the assets, liabilities and
business operations of the Company. Accordingly, and as discussed more fully
below, a comparison of the results of operations of the Company on a historical
basis would not reflect the financial resources and operations of the Company as
they now exist. As a result, the Company's results of operations for the
twenty-four weeks ended June 17, 1994 (which fully reflect the Distribution
and the related transactions) are compared with pro forma results of operations
for the twenty-four weeks ended June 18, 1993, and the comparison of the
Company's results of operations for fiscal years 1993 and 1992 is presented on a
pro forma basis.

As a result of the Distribution and its effect on the structure of the
Company, the Company has altered its financial statement presentation for
periods beginning on January 1, 1994 to better reflect the Company's current
business segments and operating environment. To facilitate comparison of the
Company's results of operations, the operating results for the twenty-four
weeks ended June 18, 1993 and for fiscal years 1993 and 1992 have been
reformatted to reflect the Company's current business segments and operating
environment.

RESULTS OF OPERATIONS

Twenty-Four Weeks Ended June 17, 1994 Compared to Pro Forma Twenty-Four Weeks
Ended June 18, 1993 (reflecting the Distribution and related transactions)

As noted above, the discussion of the Company's results of operations
presented herein compares the historical results for the twenty-four weeks ended
June 17, 1994 with pro forma results for the twenty-four weeks ended June 18,
1993. Management believes that, due to the substantial differences in
comparability between the Company's 1994 and 1993 historical results, the use of
pro forma results for 1993 provides a more meaningful basis for comparison
because the pro forma results assume that the Distribution and related
transactions occurred at the beginning of 1993 and include only the operations
retained by the Company.

The Company reported 1994 year-to-date revenues of $660 million, a $63
million, or 11%, improvement over pro forma 1993 year-to-date results. Year-
to-date operating profit increased $18 million, or 31%, to $77 million due to
the strong performance of the Real Estate Group. The Real Estate Group posted a
significant increase in year-to-date operating profit -- up $26 million over pro
forma 1993 year-to-date results. This increase was partially offset by an $8
million decrease in operating profit for the operating group due to $12 million
of termination expenses recorded for the transfer of the Company's rights under
an unprofitable concessions contract to a third party, partially offset by an $8
million reduction in the general liability and workers' compensation insurance
reserves due to favorable claims experience.

The Real Estate Group, consisting of the Ownership and Development
Business, posted a 23% increase in year-to-date revenues and a 58% increase in
year-to-date operating profit over 1993 year-to-date pro forma results. The
operating profit increase is due primarily to improved lodging results, coupled
with a reduction in equity losses on the Company's partnership investments,
mainly due to the consolidation of the partnership owning the New York Marriott
Marquis Hotel (TSHCO) on December 31, 1993. During the 1994 first quarter,
the Company increased its ownership interest in TSHCO to 86%.

Year-to-date hotel revenues for the Real Estate Group increased $30 million
over pro forma 1993 amounts, as all four of the Company's lodging concepts
reported growth in room revenues generated per available room ("REVPAR") for
comparable units. Hotel revenues reflect the addition of three full-service
hotels: the New York Marriott Marquis; the Ft. Lauderdale Marina Marriott; and
the Washingtonian Marriott in Gaithersburg, Maryland, which are included in the
1994 operating results. These properties contributed $28 million in hotel
revenues and $7 million of hotel operating profit during 1994. Also, 1993 pro
forma results include $8 million of hotel revenues and $4 million in hotel
operating profit relating to eleven Residence Inn properties that were sold in
late 1993. Excluding

23
<PAGE>

the impact of these noncomparable items, hotel revenues increased $10 million
(9%) and operating profit increased $11 million (24%) over pro forma 1993
levels.

The Company's full service Marriott Hotels, Resorts and Suites posted a
4% increase in REVPAR for comparable units. Average occupancy climbed two
percentage points for comparable units while average room rates increased 2%.
Overall operating results for most full-service properties were improved or
comparable to 1993 results with the exception of the Newport Beach, California
property which experienced reduced profits due to the southern California
earthquake in late 1993 and the Miami Airport, Florida property which achieved
very high occupancy levels in early 1993 resulting from Hurricane Andrew in
1992.

The Company's moderate-priced Courtyard hotels reported significant
increases in operating profit in 1994. Courtyard's REVPAR increased 7% over
1993 fueled by a 6% increase in average room rates and a one percentage point
increase in average occupancy.

The Company's extended-stay Residence Inns reported an 8% increase in
REVPAR due primarily to an increase in average room rate for comparable units of
6%, combined with a one percentage point increase in average occupancy.

The Company's economy lodging Fairfield Inns generated a 4% increase in
REVPAR, with the average room rate up 4%, while average occupancy decreased
slightly. In the third quarter of 1994, the Company sold 26 of its Fairfield
Inns. See "Prospectus Summary -- Recent Developments -- Dispositions" and "Pro
Forma Condensed Consolidated Financial Data."

Senior living communities' revenues consist of rentals earned under the
lease agreements with Marriott International. During the first quarter of
1994, the Company executed an agreement to sell all 14 of its senior living
communities to an unrelated party for $320 million, which approximates the
communities' carrying value. The sale of nine of the senior living communities
was completed in the second quarter of 1994 and the sale of the five
remaining senior living communities was completed in the third quarter of
1994. See "Prospectus Summary -- Recent Developments -- Dispositions" and "Pro
Forma Condensed Consolidated Financial Data."

The Operating Group, consisting of the Host/Travel Plazas Business,
generated a 7%, or $32 million increase TO $496 million in year-to-date revenues
over 1993 performance. Airport revenues increased $19 million, benefiting from
enplanement growth and severe winter weather conditions, which boosted sales as
the result of flight delays. Travel Plazas and other Operating Group revenues
posted modest increases in sales over last year's performance. These increases
are primarily attributed to the completion of the remaining New York Thruway
plazas and increased attendance at the Dallas Reunion Arena. Increased profits
driven by sales growth were primarily offset by contractual rent increases.

During the second quarter of 1994, due to favorable claims experience for
the general liability and workers' compensation self-insurance programs, the
Company reduced its actuarially estimated reserves by $8 million, which is
reflected as a reduction in the Operating Group's operating costs and expenses.

Interest expense increased by 8% to $95 million in 1994 as a result of
additional expense associated with the consolidation of TSHCO debt.

Under the terms of the New Notes Indenture, Hospitality is obligated to
use 50% of the net proceeds of the senior living communities and Fairfield Inn
asset sales to redeem New Notes and must offer to utilize an additional 25% of
the net proceeds to make additional new note repurchases. For a discussion of
the company's redemptions and repurchases of New Notes, see "Financing -- New
Notes." The remaining net proceeds of the asset sales are expected to be used
primarily for future acquisitions of lodging properties or related assets, and
to the extent not so used will be used for general corporate purposes.

24
<PAGE>

1993 COMPARED TO 1992

Because of the changes to the Company's assets, liabilities and business
operations resulting from completion of the Distribution and the related
transactions on October 8, 1993, the December 31, 1993 consolidated financial
statements differ substantially compared to the 1992 consolidated financial
statements. In particular, the most significant differences relate to the
following:

. The 1992 and 1991 consolidated statements of operations include
revenues, operating costs and expenses, corporate expenses, interest
expense and interest income of operations of Marriott International,
which were distributed to the Company's shareholders on October 8,
1993. In the 1993 consolidated statement of operations, such
operations through the Distribution Date are combined and included as
"Profit from operations distributed to Marriott International." See
Note 2 to the consolidated financial statements.

. As described in Note 1 to the consolidated financial statements, the
Company included the sales and operating expenses of its owned hotels
in lodging revenues and lodging operating costs and expenses,
respectively, prior to the Distribution. Subsequent to the
Distribution, lodging revenues represent house profit from these
properties. House profit represents hotel operating results less
property level expenses excluding depreciation, real and personal
property taxes, ground rent, insurance and management fees which are
classified as operating costs and expenses.

Due to these substantial differences in comparability between the Company's
historical operating results for 1993 versus 1992, management believes that it
is more meaningful and relevant in understanding the present and ongoing Company
operations to compare the Company's pro forma operating results for 1993 and
1992. Accordingly, the Company's pro forma consolidated statements of
operations for fiscal 1993 and 1992 are presented below. These pro forma
consolidated statements of operations were prepared as if the Distribution,
Exchange Offer, Restructuring and the implementation of the various related
agreements entered into with Marriott International, including the lodging
management and senior living community leases, occurred at the beginning of each
period and include only the operations of the businesses retained by the
Company, and exclude, among other items, certain non-recurring costs. These
non-recurring costs include (i) costs of the Distribution of $13 million in 1993
and $21 million in 1992, (ii) an extraordinary loss related to the completion of
the Exchange Offer of $5 million, net-of-tax, (iii) the cumulative effect of a
change in accounting for income taxes ($30 million credit) adopted in the first
quarter of 1993 and (iv) the cumulative effect of a change in accounting for
assets held for sale ($32 million after-tax charge) adopted in the second
quarter of 1993. See the notes to the consolidated financial statements for
discussion of the Distribution, Exchange Offer, Restructuring and the related
transactions and agreements.

The following pro forma consolidated statements of income for 1993 and 1992
and the management's discussion and analysis related thereto are presented in
the format that the Company adopted as of January 1, 1994 and reflect the impact
of the Distribution and related transactions. This format breaks down the
Company's operations into the Real Estate Group, consisting of the results of
all of the Company's owned hotel properties and senior living communities as
well as its partnership investments and investments in certain other financial
assets, and the Operating Group, consisting of the Host/Travel Plazas Business
and certain discontinued restaurant operations. These pro forma consolidated
statements of operations do not purport to be indicative of results which may
occur in the future.

25
<PAGE>

The following pro forma consolidated statements of operations and related
analysis should be read in conjunction with the Company's Consolidated Financial
Statements and Notes thereto included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
FISCAL YEARS
---------------------
1993 1992
------ ------
(in millions except
per share amounts)
<S> <C> <C>
Revenues
Real Estate Group
Hotels......................................................... $ 251 $ 239
Senior living communities...................................... 23 21
Net gains (losses) on property transactions.................... (1) 3
------ ------
273 263
------ ------
Operating Group
Airports....................................................... 690 566
Travel Plazas.................................................. 296 279
Other.......................................................... 95 90
------ ------
1,081 935
Total revenues................................................ ------ ------
1,354 1,198
------ ------
Operating Costs and Expenses
Real Estate Group
Hotels......................................................... 157 151
Senior living communities...................................... 12 10
Other.......................................................... 25 21
------ ------
194 182
------ ------
Operating Group
Airport........................................................ 659 523
Travel Plazas.................................................. 282 261
Other (including Restructuring charges of $7 million in 1993).. 97 94
------ ------
1,038 878
------ ------
Total operating costs and expenses............................ 1,232 1,060
------ ------
Operating Profit
Real Estate Group............................................... 79 81
Operating Group................................................. 43 57
------ ------
Operating profit before corporate expenses and interest........ 122 138
Corporate expenses.............................................. (28) (24)
Interest expense................................................ (190) (198)
Interest income................................................. 26 28
------ ------
Loss before income taxes, extraordinary item and accounting
changes........................................................ (70) (56)
Benefit for income taxes........................................ 10 19
------ ------
Loss before extraordinary item and accounting changes (1)(2).... $ (60) $ (37)
====== ======
Loss per common share before extraordinary item and accounting
changes........................................................ $(.51) $(.33)
====== ======
Weighted average shares outstanding (3)......................... 116.7 112.2
====== ======

</TABLE>
(1) Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes" was adopted in the first fiscal quarter of 1993. In the second
quarter of 1993, the Company changed its accounting method for assets held
for sale. See "Notes to Consolidated Financial Statements."

(2) The Company recognized a $5 million extraordinary loss (net-of-tax) on the
completion of the Exchange Offer. See "Notes to Consolidated Financial
Statements."

(3) Based on weighted average common shares of Marriott Corporation adjusted to
reflect (1) the conversion of Marriott Corporation preferred stock into 10.6
million shares of common stock prior to the Distribution, and (ii) the
issuance by Marriott Corporation of 1.8 million shares of its common stock,
prior to the Distribution, in connection with the refinancing of certain of
its senior debt.

26
<PAGE>

The Company reported a pro forma loss before extraordinary item and
accounting changes in 1993 of $60 million, versus the 1992 pro forma loss of $37
million. Comparisons of the pro forma 1993 results to the preceding year were
affected by the following items:

. The $11 million charge recorded in 1993 to write down the carrying value
of Fairfield Inns held as available for sale.

. The restructuring costs of $7 million recorded in 1993 as a result of
the reorganization of the Operating Group.

. The effect on the income tax provision in 1993 resulting from the
increase in corporate income tax rates due to tax legislation.

Excluding the impact of these items, the loss before extraordinary item and
accounting changes was relatively unchanged between years.

Hotel revenues represent house profit which is hotel operating results less
property-level expenses, excluding depreciation, property taxes, ground rent
expense, insurance and management fees. As described in Note 1 to the
consolidated financial statements, subsequent to the Distribution, the Company
does not report the gross operations of the individual hotels but, rather, the
net results which are distributed to the Company in accordance with the terms of
the management agreements. Revenues and operating costs and expenses have been
reclassified in the pro forma operating data to reflect those operations
consistently with the new policy. Pro forma hotel revenues increased 5% from
$239 million in 1992 to $251 million in 1993 due to (i) the combined increase in
room revenues generated per available room (REVPAR) for comparable properties of
approximately 7% and (ii) higher house profit margins offset by the sale of
seven properties in mid-1992.

Hotel operating profits increased 7% over 1992 to $94 million as a result
of increased revenues, as discussed above, offset by higher ground rent expense
and management fees tied to improved property performance. Excluding the impact
of the Fairfield Inn write-down in 1993, the sale of seven full service hotels
and 13 Courtyard hotels in 1992 and higher deferred gain amortization in 1992,
the Real Estate Group's operating profit increased 29% to $90 million in 1993.

Senior living community revenues consist of rentals earned under the lease
agreements with Marriott International. The terms of the leases call for annual
payments of $28 million (with all 14 properties fully operational) plus a
percentage of certain annual revenues from operation of the facilities in excess
of $72 million on a combined basis. The increase in pro forma revenues is due
to the opening of additional properties through 1993 and the corresponding
commencement of the rental payments for such properties. On March 17, 1994, the
Company executed an agreement to sell all of its senior living communities to an
unrelated party for $320 million, which approximates the communities' carrying
value. The sale of nine of the senior living communities was completed in
the second quarter of 1994 and the sale of the remaining five senior living
communities was completed in the third quarter of 1994. See "Prospectus
Summary -- Recent Developments -- Dispositions."

Operating profits for senior living communities represent rentals less
depreciation expense. The increase in operating profits for these senior living
communities in 1993 is in direct relation to their increase in revenues.

Net gains (losses) on property transactions consists of gains and losses on
the sale of real estate or financial assets. Included, as well, are writedowns
in connection with other property-related transactions. Such transactions are
included in lodging operating profit in the Company's historical consolidated
financial statements with respect to owned hotel transactions and corporate
expenses with respect to partnership and other financial asset transactions. In
1993, profits were earned from the sales of the Company's interests in the
Boston Copley Marriott and The Jefferson senior living community condominium
units and were reduced by the charge recorded to write down the carrying value
of certain Fairfield Inns held as available for sale and by certain partnership
transactions. The amount of net gain on property transactions in 1992 primarily
consisted of gains on the sales of condominium units at The Jefferson.

27
<PAGE>

Included in Other Expenses for the Real Estate Group are the net equity in
earnings for the Company's equity investments in partnerships and the carrying
costs of the Company's undeveloped land parcels. Such expenses are included in
Corporate expenses in the Company's historical consolidated financial
statements. There was an increase in these expenses to $25 million in 1993,
principally from an increase in the proportion of losses recorded for the New
York Marriott Marquis partnership.

Revenues for the Operating Group grew by 16% in 1993 to $1,081 million due
to the acquisition of 32 Dobbs contracts in September 1992. Operating profit
for the Operating Group was down 12% from the prior year to $43 million
excluding restructuring charges of $7 million, despite higher revenues. This
decline was due to (i) higher employee benefit costs, (ii) reduced operating
efficiencies as locally and minority-owned business participation reduced market
share and (iii) higher rents and depreciation expense for certain contracts.
Depreciation increased $13 million (24%) on higher asset balances, principally
from the Dobbs contract acquisitions.

During the fourth quarter of 1993, the Company recorded a $7 million pre-
tax restructuring charge for the costs of redesigning its operating structure.
Such costs represent $4 million of severance and relocation payments, a $2.5
million write off of development costs for a data processing system no longer
required under the new organization structure and $500,000 of other charges.
Most of these expenditures were incurred in the first quarter of 1994. The
Company expects to realize improved operating profits of approximately $2
million annually as a result of the restructuring.

Corporate expenses include executive management and administrative costs.
On a pro forma basis, these costs were up $4 million in 1993 to $28 million,
principally due to increased minority interest expense and higher administrative
costs.

Interest expense decreased by 4% to $190 million in 1993 due to the paydown
in debt from the proceeds of hotel sales in 1992 and other asset sales occurring
in late 1993. Declining interest rates on variable rate debt also had a
favorable impact on interest expense.

1992 COMPARED TO 1991

The following discussion represents an analysis of the comparative
operating results of the Company for 1992 versus 1991 on an historical basis,
including the operations of Marriott International for both periods as these
operations were not distributed to shareholders until October 8, 1993.

Net Income totaled $85 million in 1992, compared to $82 million in 1991, on
a 5% increase in sales. The Company's earnings per common share were $.64, down
from $.80 in 1991. Comparisons of 1992 earnings to the preceding year were
affected by several noncomparable items, including operating results and
financing costs for recently opened lodging and senior living services
properties, reduced gain amortization from earlier asset sales, lodging
dispositions in both years, the issuance of preferred stock in 1991, and
approximately $21 million of costs related to the Distribution planned for 1993.

Excluding the impact of these items, the Company's operating profit and net
income increased by 11% and 56%, respectively, principally due to strong
improvement in four of the Company's five lodging divisions and growth in its
senior living services operations.

Lodging sales and operating profit both increased 4% in 1992. Excluding
the impact of the noncomparable items cited above, lodging profits were up 14%
compared to the preceding year. Lodging sales growth was generated primarily by
the net addition of 107 hotels (16,750 rooms) since the beginning of 1991, and
higher occupancy rates. Average room rates across the Marriott system increased
slightly. Food and beverage sales were flat with the prior year due to more
rapid expansion of product lines with limited food service facilities, and the
closing of certain low volume

28
<PAGE>

restaurants. At year-end 1992, the Company's lodging business encompassed 746
hotels with over 167,000 rooms, including the net addition of 48 hotels (5,800
rooms) during 1992.

Marriott Hotels, Resorts and Suites, the full service lodging division,
posted increases in occupancy for comparable U.S. hotels of two percentage
points for 1992--to the mid-70s--while the average room rate was unchanged.
Profits were flat excluding the impact of the aforementioned noncomparable
items.

Courtyard, the moderate price lodging product, posted strong increases in
sales and profits for 1992. Occupancy for comparable units advanced nearly
eight percentage points for 1992 to the upper 70s. Average room rates were
slightly lower, reflecting the division's strategy of increasing occupancy and
total revenues. Reduced administrative expenses also improved results.

Residence Inn, the extended stay lodging product, reported solid sales and
profit growth for 1992. Occupancy for comparable units increased nearly three
percentage points--to the low 80s--as business travel and weekend leisure
business improved from 1991 levels. Average room rates were slightly higher.

Fairfield Inn, the economy lodging product, generated higher sales and
profits for 1992 on occupancy growth of more than three percentage points--to
the upper 70s--for comparable units. Average room rate growth matched
inflation.

Marriott Ownership Resorts, the timeshare division, posted higher sales and
profits in 1992 due to increased sales at existing timesharing properties, the
addition of two new properties, and greater cost efficiencies in marketing and
product development.

Contract Services reported increases in sales and operating profit of 6%
and 3%, respectively, compared to 1991, largely due to significant growth for
Marriott Senior Living Services, although all four divisions in the group
reported higher sales.

Marriott Management Services, benefitted from increased profits in its
health care, higher education and school services divisions. Overall results
increased only modestly due to the offsetting effect of losses at a west coast
laundry facility and lower profits for Canadian operations.

Host/Travel Plazas results were helped by operating efficiencies, and the
increased travel resulting from low summer airfares, the September 1992
acquisition of the Dobbs airport concessions, and improved performance in
stadiums and arenas. However, lower profits reflected reduced results on
several major tollroads served by the Company, and at merchandise operations in
Las Vegas and Atlantic City.

Marriott Senior Living Services reported strong sales and profit increases
in 1992, aided by the sale of condominium units at a new retirement community in
the Washington, D.C. area, and the maturing of units opened in prior years.
Occupancy for comparable units increased by more than nine percentage points to
nearly 90 percent.

Marriott Distribution Services had higher sales in 1992. Profits were
slightly lower due to costs associated with new distribution center openings,
and reduced volume at certain distribution centers resulting from the Company's
disposition of its family restaurant division.

Corporate expenses increased 16% in 1992 due to $21 million of costs
associated with the Distribution. Corporate expenses decreased 3% in 1992
excluding these costs, following a 19% decline in the preceding year. After a
major administrative downsizing program conducted in 1990-91, the Company
eliminated additional administrative staff positions in 1992.

Interest expense declined 6% in 1992 due to lower average borrowings as
well as lower interest rates, which were partially offset by reduced interest
capitalization. Interest income was down 28% primarily as a result of lower
temporary cash investments. The Company's effective tax rate was 43.3% in 1992
compared to 43.4% in the preceding year.

29
<PAGE>

During 1992, the Company sold thirteen Courtyard hotels for $146 million in
a sale/leaseback transaction. The Company also sold seven full service hotels
in 1992 for total proceeds of $200 million. Pre-tax gains on these full service
hotel sales of approximately $15 million were offset by adjustments to
previously established reserves, resulting in no net gain or loss. Most of the
reserve adjustment was a valuation allowance, related to the in-substance
foreclosure of a 28.7% interest in the Times Square Hotel Company (the owner of
the New York Marriott Marquis hotel), equal to the difference between the
estimated fair value of the in-substance foreclosed ownership interest and the
carrying amount of the receivable.

SOURCES AND USES OF CAPITAL

The Company has historically funded its capital requirements with a
combination of operating cash flow, proceeds from sales of hotels and other
properties, and debt and equity financing. Operating cash flow is generated
principally by the Company's Ownership Business and by the Host/Travel Plazas
Business. The Company believes that financial resources from ongoing operations
as well as funds available under the Revolving Line of Credit from Marriott
International will be sufficient to enable it to meet its debt service needs and
finance its capital expenditures for the foreseeable future.

FINANCING ACTIVITIES. The Company had debt of $2.4 billion at June 17,
1994. A substantial portion of this debt carries fixed interest rates and the
weighted average rate approximated 9.3% at June 17, 1994. aggregate debt
maturities at June 17, 1994, excluding capital lease obligations, are:

<TABLE>
<CAPTION>
CARRYING NOT CARRYING
COMPANY COMPANY
GUARANTEE GUARANTEE
---------- ------------
(IN MILLIONS)
<S> <C> <C>
1994 $ 310 ** $364 *
1995 93 68
1996 73 45
1997 35 1
1998 1 1
THEREAFTER 1,111 285
------ ----
$1,623 $764
====== ====
</TABLE>

* Includes the outstanding loan balance of $346 million for the TSHCO
first mortgage loan. In August 1994, the loan was extended and
matures as follows:

The 1994 amount includes $10 million in principal payments made
subsequent to June 17, 1994 as part of the terms of the extension. See
"Prospectus Summary -- Recent Developments -- TSHCO Refinancing."

** 1994 amounts include $205 million of New Notes subject to mandatory
redemption and $103 million of New Notes subject to offers to
repurchase. see "Prospectus Summary -- Recent Developments -- Bond
Redemptions."

30
<PAGE>

The Company is also party to five interest rate exchange agreements with
notional amounts of $100 million each. These agreements with Citibank, N.A. New
York, FIRST National Bank of Chicago, and Salomon Brothers (the contracting
parties) require the Company to pay interest based on specified floating rates
of one to six month libor (average rate of 4.7% at June 17, 1994) and collect
interest at fixed rates (average rate of 7.6% at June 17, 1994). The agreements
expire in 1995 through 1997. The Company monitors the credit worthiness of its
contracting parties by evaluating credit exposure and referring to the ratings
of widely accepted credit rating services. The standard and poors' long-term
debt ratings for the contracting parties are all a- or better. The Company is
exposed to credit loss in the event of non-performance by the contracting
parties; however, the company does not anticipate non-performance by the
contracting parties.

The Company owns a portfolio of real estate which can be sold or used to
secure new financings. Property and equipment totaled $2.9 billion at June 17,
1994, $1.7 billion of which had not been pledged or mortgaged. The Company may
secure long-term financing and (subject, among other things, to compliance with
its existing debt agreements, including requirements to use the proceeds of
certain refinancings to repay indebtedness) may use unencumbered assets as
security for future financings, if such financings are determined to be
advantageous. Such financings could take the form of traditional secured real
estate financings or could be effected through vehicles such as formation of a
real estate investment trust (REIT) or collateralized mortgage financings.

In addition, the Company may, from time to time, consider opportunities to
sell certain of its real estate properties if price targets can be achieved.
During the second quarter of 1994, the Company completed the sale of nine of its
14 senior living properties and the sale of the five remaining senior living
communities was completed in the third quarter of 1994. During the third quarter
of 1994, the Company also sold 26 of its Fairfield Inns. All of the Fairfield
Inns and the senior living communities sold were owned by subsidiaries of
Hospitality, the issuer of the notes issued in the Exchange Offer. Under the
terms of the New Notes Indenture, Hospitality is obligated to use 50% of the net
proceeds of these asset sales to redeem New Notes and must offer to utilize an
additional 25% of the net proceeds to make additional repurchases of New Notes.
Based on cumulative available net proceeds from qualifying asset sales (as
defined in the New Notes Indenture) of approximately $183 million through June
17, 1994, Hospitality redeemed approximately $137 million of new notes in the
third quarter of 1994. Based on Cumulative available net proceeds from
Qualifying Asset Sales of approximately $228 million received in the third
quarter of 1994, hospitality will initiate the process for redemption of $114
million of New Notes and initiate an offer to repurchase up to an additional $57
million of New Notes during the fourth quarter of 1994. Hospitality will make
further redemptions and offers to repurchase as and when necessary based on
future net proceeds from qualifying asset sales. Hospitality may also from time
to time make open market purchases of its debt securities, including the New
Notes, to the extent such purchases are viewed as an attractive use of available
cash. During the second quarter of 1994, Hospitality purchased approximately $15
million of New Notes with excess cash from operations.

In cases where there is an intent to sell particular properties, the
Company assesses impairment of each individual property to be sold on the basis
of expected sales price less estimated costs of disposal. Otherwise, the
Company assesses impairment of its real estate properties based on whether it is
probable that undiscounted future cash flows from such properties will be less
than their net book value. As previously discussed, the Company recorded an $11
million charge in the fourth quarter of 1993 to write-down 15 individual
Fairfield Inn properties to their net realizable value although the overall
sales transaction provided an aggregate sales value in excess of the 26
properties' aggregate carrying value.

In January 1994, the Company completed the sale of 20.1 million shares of
its common stock for net proceeds of $231 million. Cash from financing
activities of $155 million includes this $231 million, $27 million of debt
financing from the mortgage loan provided by Marriott International for the
construction of the Philadelphia Convention Center Hotel, offset by a $30
million paydown on the $630 million Revolving Line of Credit from Marriott
International, $15 million of open market repurchases of new notes, the
repurchase of approximately $7.5 million in old notes in settlement of
litigation and other debt repayments of $54 million.

31
<PAGE>

LODGING PROPERTIES FORMERLY HELD FOR SALE. Historically And Prior To The
Distribution, the Company developed and sold lodging properties to syndicated
limited partnerships, while continuing to operate the properties under long-term
agreements. Those agreements provided the Company with specified percentages of
sales and operating profits as compensation for operating the properties for the
owners.

Most lodging properties developed by the Company since the early 1980s were
reported as assets held for sale prior to 1992. The Company used this
classification because the sale of newly-developed lodging properties, subject
to long-term operating agreements, was the principal method of financing the
Company's lodging property development during this period. Sales of such
properties also enabled the Company to transfer the risk of real estate
ownership. Most of these properties were in the Company's Courtyard, Fairfield
Inn and Residence Inn brands, and were sold in large groups with a balanced
geographical mix of properties of the same brand.

In April 1992, as a result of continuing unfavorable conditions in the real
estate markets, the Company decided it was no longer appropriate to view such
sales of lodging properties as a primary means of long-term financing.
Accordingly, the Company discontinued classification of these properties as
assets held for sale.

During the period the Company classified lodging properties as assets held
for sale, it determined the net realizable value of such assets on a property-
by-property basis in the case of full service hotels, resorts and suites, and on
an aggregate basis, by brand, in the case of its limited service (i.e.,
Courtyard, Fairfield Inn and Residence Inn) lodging properties. On this basis,
carrying value of these properties was not in excess of their net realizable
value based on estimated selling prices, although, as a result of deteriorating
market conditions, certain individual properties within a limited service brand
had carrying values in excess of their estimated selling prices. In certain
cases, these unrealized losses related to properties constructed during 1990 and
1991 where total development and construction costs exceeded net realizable
value. Following the reclassification of these properties, the Company assesses
impairment of its owned real estate properties based on whether it is probable
that undiscounted future cash flows from such properties will be less than their
net book value.

Beginning in the second fiscal quarter of 1993, under a new accounting
policy adopted by the Company, net realizable value of assets held for sale are
determined on a property-by-property basis as to all lodging properties, whereas
formerly such determination was made on an aggregate basis by hotel brand as to
Courtyard hotels, Fairfield Inns and Residence Inns. The after-tax cumulative
effect of this change on years prior to 1993 of $32 million was recorded in the
quarter ended June 18, 1993. The reduction in the annual depreciation charge as
a result of this change did not have a material effect on 1993 results of
operations.

CAPITAL EXPENDITURES AND ACQUISITIONS. Management estimates that capital
spending for renovation and refurbishment of the Company's existing lodging
properties will approximate $45 million annually. The majority of this amount
is expected to be reserved in accordance with the terms of the management
agreements for the lodging properties. Management anticipates that an
additional $50 million will be spent annually to maintain and expand the
business conducted through the Operating Group.

In addition, the Company is completing construction of two hotels. Capital
expenditures for these projects were $60 million in 1993 (including amounts
incurred before the Distribution), and are estimated to be $125 million in 1994
and $50 million in 1995. The Company has obtained a $40 million industrial
development bond to finance a portion of the construction costs for the
Philadelphia Airport Hotel and will receive mortgage financing from Marriott
International of up to $125 million to finance 60% of the development and
construction costs for the Philadelphia Convention Center Hotel, of which
approximately $67 million was borrowed as of June 17, 1994. The remaining
portion of capital expenditures will be funded from operating cash or borrowings
under the Revolving Line of Credit with Marriott International.

Capital expenditures amounted to $235 million in 1993 compared to $210
million in 1992. Proceeds from sales of assets totaled $83 million in 1993,
compared to $484 million in 1992. Asset dispositions during 1992 included the
sale of 13 Courtyard hotels for $146 million in a sale/leaseback transaction,
203 family restaurants for total proceeds of $84 million and seven full service
hotels for total proceeds of $200 million.

32
<PAGE>

In September 1992, the Company acquired 32 Dobbs House concession contracts
at 19 airports for approximately $47 million. In addition, during 1993, the
Company acquired the National Airport concession contract in Washington, D.C.
for $9 million.

The Company is seeking to acquire full service lodging properties or
related assets, to the extent that attractive acquisition opportunities become
available. The Company is actively engaged in purchase negotiations with a
number of owners of individual hotel properties and lodging chains. The Company
may seek additional debt or equity financing in connection with such
acquisitions, including debt secured by properties acquired. The Company
believes it will have adequate sources of funding to permit it to pursue its
acquisition strategy.

PARTNERSHIP ACTIVITIES. The Company or its subsidiaries serve as general
partner or the managing general partner of numerous limited partnerships which
own hotels. Debt of the hotel limited partnerships is typically secured by
first mortgages on the properties and generally is nonrecourse to the
partnership and the partners. However, the Company has committed to advance
amounts to these affiliated limited partnerships, if necessary, to cover certain
future debt service requirements. Such commitments were limited, in the
aggregate, to $271 million at December 31, 1993. Funding under these guarantees
amounted to $14 million in 1993 and has declined significantly in 1994 as the
Company's GUARANTEE obligations expired or maturities of partnership debt were
extended.

DIVESTITURES. The Company disposes of businesses that no longer meet its
financial return or growth objectives. In 1989, the Company divested its
airline catering business for over $500 million. In 1990, the Company sold its
fast food restaurant division for more than $365 million. In 1991, 138
additional family restaurants were sold. The Company sold 10 family restaurants
in 1993 and 203 family restaurants in 1992 for cash proceeds of $4 million and
$23 million, respectively.

REVOLVING LINE OF CREDIT. An additional source of liquidity for the
Company is the $630 million Revolving Line of Credit from Marriott International
available through 2007. As of June 17, 1994, $163 million was outstanding
under the Revolving Line of Credit.

INFLATION. The Company's lodging properties are impacted by inflation
through its effect on increasing costs and on the operator's 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 can be passed on
immediately to customers.

The Operating Group expenses are similarly impacted by inflation,
especially with regard to employee benefits. While price increases can be
instituted as inflation occurs, several contracts require landlord approval
before prices can be increased. Over time, this should not inhibit the
Company's ability to raise prices and improve profitability.

A substantial portion of the Company's debt bears interest at fixed
rates. This debt structure largely mitigates the impact of changes in the rate
of inflation on future interest costs. However, the Company does participate in
five interest rate swap agreements aggregating $500 million with Citibank, n.a.
New York, First National Bank of Chicago, and Salomon Brothers. Under these
agreements, the Company collects interest at fixed rates (average rate of 7.6%
at June 17, 1994) and pays interest based on specified floating interest rates
of one to six month libor (average rate of 4.7% at June 17, 1994).
Additionally, the Revolving Line of Credit with Marriott International totalling
$163 million at June 17, 1994, bears interest at LIBOR plus 4% (8.31% at June
17, 1994). Accordingly, the amount of the Company's interest expense under the
interest rate swap agreements and the Revolving Line of Credit for a particular
year will be affected by changes in the one month, three month and six month
LIBOR during such period.

33
<PAGE>

SELECTED HISTORICAL FINANCIAL DATA

The following table presents certain selected historical financial data of
the Company which has been derived from the Host Marriott Corporation
Consolidated and Condensed Consolidated Financial Statements as of and for the
twenty-four weeks ended June 17, 1994 and June 18, 1993 and the five most
recent fiscal years ended December 31, 1993. Except as to the twenty-four
weeks ended June 17, 1994 and the balance sheet data at December 31, 1993, the
financial data in the table does not reflect the Distribution and related
transactions and, accordingly, the table presents data for the Company that
include amounts attributable to Marriott International. As a result of the
Distribution and related transactions, the assets, liabilities and businesses of
the Company have changed substantially. Accordingly, except for the financial
information as of and for the twenty-four weeks ended June 17, 1994 and the
balance sheet at December 31, 1993, the financial data set forth in the table
below does not reflect the financial condition and results of operations of the
Company as it now exists. See "Pro Forma Condensed Consolidated Statement of
Income" included elsewhere in this Prospectus. The information set forth below
should be read in conjunction with the Host Marriott Corporation Consolidated
and Condensed Consolidated Financial Statements and Notes thereto and the
Management's Discussion and Analysis of Financial Condition and Results of
Operations each included in this Prospectus.

<TABLE>
<CAPTION>
Twenty-Four Weeks Fiscal Year
Ended ------------------------------------------------------
------------------------
June 17, June 18,
1994 1993(1)(2) 1993(2)(3) 1992(3) 1991 1990(4) 1989(5)(6)
---- --------- --------- ------ ---- ------ ---------
(unaudited) (53 Weeks)
<S> <C> <C> <C> <C> <C> <C> <C>
(in millions, except per share data)

INCOME STATEMENT DATA:
Revenues............................... $ 660 $ 825 $ 1,791 $8,722 $8,331 $7,646 $ 7,536
Operating profit before corporate
expenses and interest............... 77 66 156 483 464 353 535
Interest expense....................... 95 95 201 235 251 183 185
Income (loss) before extraordinary
item and cumulative effect of
accounting changes(7)............... (18) 55 57 85 82 47 181
Net income (loss)...................... (18) 45 50 85 82 47 177
Earnings (loss) per common share:(8)
Income (loss) before extraordinary
item and cumulative effect of
accounting changes(7)............ $ (.12) $ .44 $ .40 $ .64 $ .80 $ .46 $ 1.62
Net income (loss)................... (.12) .42 .35 .64 .80 .46 1.58
Cash dividends declared per common
share............................... - .14 .14 .28 .28 .28 .25

BALANCE SHEET DATA:
Total assets........................... $3,949 $6,402 $ 3,893 $6,346 $6,509 $7,034 $ 6,600
Debt(9)................................ 2,399 2,993 2,499 2,981 3,241 3,608 3,080
</TABLE>

____________________

(1) Certain revenues and costs and expenses for the twenty-four weeks ended
June 18, 1993 have been reclassified to conform to the Company's new income
statement presentation.

(2) Operating results for 1993 include the operations of Marriott International
only through the Distribution date of October 8, 1993. These operations had
a net pre-tax effect on income of $129 million for the twenty-four weeks
ended June 18, 1993 and $211 million for the year ended December 31, 1993
and are recorded as "Profit from operations distributed to Marriott
International" on the Company's consolidated statements of operations and
are, therefore, not included in sales, operating profit before corporate
expenses and interest, interest expense and interest income for the same
periods. The net pre-tax effect of these operations is, however, included
in income before

34
<PAGE>

income taxes, extraordinary item and cumulative effect of changes in
accounting principles and in net income for the same periods.
(3) Operating results in 1993 and 1992 included pre-tax costs related to the
Distribution totaling $13 million and $21 million, respectively, and a $7
million pre-tax restructuring charge for Host/Travel Plazas in 1993.
(4) Operating results in 1990 included pre-tax restructuring charges and
writeoffs, net of certain non-recurring gains, of $153 million related to
continuing operations.
(5) Operating results in 1989 included pre-tax restructuring charges and
writeoffs of $256 million related to continuing operations, a $231 million
pre-tax gain on the transfer of the airline catering division, and a $39
million after-tax charge recorded in conjunction with the planned disposal
of restaurant operations.
(6) The Company's restaurant operations were discontinued in 1989.
(7) Statement of Financial Accounting Standards No. 109, "Accounting for Income
Taxes," was adopted in the first fiscal quarter of 1993. In the second
quarter of 1993, the Company changed its accounting method for assets held
for sale. The 1993 income and per share data have been restated to
reflect the cumulative effect of the change in accounting for assets held
for sale as if it had occurred in the first quarter of 1993. Also, the
Company recognized a $5 million extraordinary loss (net-of-tax) on the
completion of the Exchange Offer.

(8) Earnings per common share is computed on a fully diluted basis by dividing
net income available for common stock by the weighted average number of
outstanding common and common equivalent shares, plus other potentially
dilutive securities. Common equivalent shares and other potentially
dilutive securities have been excluded from the weighted average number of
outstanding common shares for the twenty-four weeks ended June 17,
1994, as they are antidilutive.

(9) Includes convertible subordinated debt of $236 million at June 18, 1993,
$20 million at December 31, 1993, $228 million at January 1, 1993 and $210
million at January 3, 1992.

35
<PAGE>

BUSINESS AND PROPERTIES

GENERAL

The Company is one of the largest owners of lodging properties in the
world. The Company owns over 110 lodging properties that are operated under
Marriott brand names and managed by Marriott International. The Company also
holds minority interests in various partnerships that own in the aggregate
nearly 270 additional properties operated by Marriott International. The
Company's properties span several market segments, including full service
(Marriott Hotels, Resorts and Suites), moderate-priced (Courtyard by Marriott),
extended-stay (Residence Inn by Marriott) and economy (Fairfield Inn by
Marriott). Until recently, the Company owned 14 senior living communities
which were leased to Marriott International under long-term leases and which
the Company sold during the second and third quarters of 1994. See
"Prospectus Summary -- Recent Developments -- Dispositions."

The Real Estate Group, the majority of which was formerly classified in the
"Lodging" segment, is comprised of the Company's existing business of owning
lodging properties, its partnership investments and undeveloped land parcels,
which together are sometimes referred to as the Company's "Ownership and
Development Business." The Operating Group, formerly included in the "Contract
Services" segment, consists of the food, beverage and merchandise operations at
airports, on tollroads and at tourist attractions, stadiums and arenas, as well
as restaurant operations, which together are sometimes referred to as the
Company's "Host/Travel Plazas Business." The new segments reflect the Company's
current business segments and operating environment.

The Company, through its Operating Group, is the leading operator of
airport and tollroad food and merchandise concessions, with facilities in most
major commercial airports in the U.S. The Company operates restaurants, gift
shops and related facilities at over 70 airports, on 14 tollroads (including
over 90 travel plazas) and at more than 40 tourist attractions, stadiums and
arenas. Many of the Company's concessions operate under branded names,
including Pizza Hut, Burger King, Taco Bell, Sbarro's, Dunkin' Donuts,
Starbucks, TCBY yogurt, Mrs. Fields cookies, Nathan's Famous hot dogs and
Cheers.

The Company leases certain property and equipment under non-cancelable
operating leases. Leases related to the Company's Real Estate Group include
long-term ground leases for certain hotels, generally with multiple renewal
options. Leases related to the Company's Operating Group generally do not have
renewal or extension provisions.

Certain leases contain provisions for the payment of contingent rentals
based on a percentage of sales in excess of stipulated amounts. Certain leases
also contain contractual rental payment increases throughout the term of the
lease. The minimum rent increases are amortized over the life of the lease on a
straight-line basis. The Company remains contingently liable on certain leases
related to divested properties. Management considers the likelihood of any
substantial funding related to these leases to be remote. For a further
discussion of the Company's leasing commitments, see "Notes to Consolidated
Financial Statements" included elsewhere in this Prospectus.

REAL ESTATE GROUP

The Real Estate Group's properties are operated under four Marriott brand
lodging concepts which offer distinct choices to meet consumers' specialized
needs whenever they travel. These brands have achieved favorable results
compared to competitive hotels.

One commonly used indicator of market performance for hotels is revenue per
available room, or REVPAR, which measures daily room revenues generated on a per
room basis. This does not include food and beverage or other ancillary revenues
generated by the property. REVPAR represents the combination of the average
daily room rate charged and the average daily occupancy achieved. The Company's
properties in each of the four Marriott brand lodging concepts reported, in the
aggregate, increases in REVPAR during 1994, 1993 and 1992 with a particularly
strong improvement in 1993 by the properties operated under the Courtyard and
Residence Inn lodging concepts.

36
<PAGE>

The following table sets forth information as of August 31, 1994 regarding
the properties that comprise the Company's Real Estate Group. Each of these
properties is operated by Marriott International pursuant to a management
agreement.

<TABLE>
<CAPTION>
Number Number
of Facilities of Rooms
------------- --------
<S> <C> <C>
Marriott Hotels, Resorts and Suites (full service).. 35(1) 17,733
Courtyard Hotels (moderate-priced).................. 54 7,940
Residence Inns (extended-stay)...................... 19(2) 2,478
Fairfield Inns (economy)............................ 4 453
--- ------
Total............................................. 112 28,604
=== ======
</TABLE>
__________

(1) Includes (i) two hotels currently under development and scheduled for
completion in late 1994 and early 1995, respectively (ii) the New York
Marriott Marquis, which was consolidated on the Company's balance sheet as
of December 31, 1993 and (iii) eight full service hotels added in 1994.
See "Prospectus Summary -- Recent Developments -- Acquisitions."
(2) Includes a Residence Inn currently under development and scheduled for
completion in early 1996.

As part of the Company's annual capital expenditure program, its properties
are improved or upgraded on a regular basis. The Company expends approximately
$45 million annually on the renovation and refurbishment of the Company's
existing lodging properties. The expenditures provide for full utilization of
the properties through their estimated useful lives of generally 40 years.

MARRIOTT HOTELS, RESORTS AND SUITES. The full service Marriott hotels
owned by the Company are part of the Marriott full service hotel system. These
Company-owned Marriott hotels generally contain from 300 to 600 rooms. The
Company's convention hotels are larger and contain up to 1,900 rooms. Hotel
facilities typically include swimming pools, gift shops, convention and banquet
facilities, a variety of restaurants and lounges, and parking facilities. The
Company's full service hotels primarily serve business and pleasure travelers
and group meetings at locations in downtown and suburban areas, near airports
and at resort locations. The age of the full-service lodging properties range
from one to 24 years with an average room age of 11 years. These hotels
achieved an average occupancy rate of 74.9 percent for 1993. The chart below
sets forth comparable performance information for such hotels for fiscal years
1991 through 1993.

<TABLE>
<CAPTION>
1993 (b) 1992 (a,b) 1991 (a,b)
-------- ---------- ----------
<S> <C> <C> <C>
Number of properties........... 24 23 23
Number of rooms................ 10,560 10,276 10,276
Average daily rate............. $ 89.61 $ 88.81 $ 85.35
Occupancy percentage........... 74.9% 72.3% 69.4%
REVPAR......................... $ 67.12 $ 64.21 $ 59.23
REVPAR % change................ 4.5% 8.4% N/A
</TABLE>
__________
(a) Excludes seven properties which were sold during 1992.

(b) Excludes the New York Marriott Marquis, which was not treated as an owned
hotel until December 31, 1993, and excludes the hotels added in 1994.
See "Prospectus Summary -- Recent Developments - Acquisitions."

The Company is developing two other full service Marriott hotels, the
Philadelphia Convention Center Hotel (1,200 rooms, completion scheduled for late
1994) and the Philadelphia Airport Hotel (419 rooms, completion scheduled

37
<PAGE>

for 1995), which, when completed, will be operated by Marriott International.
The Philadelphia Airport Hotel has been largely pre-financed through the
issuance of $40 million of industrial revenue bonds. The Philadelphia
Convention Center Hotel was financed initially, in part, by a mortgage loan
provided by Marriott International.

During 1994, the Company acquired six full service hotels totalling
approximately 2,850 rooms in separate transactions for approximately $236
million. The Company also provided 100% financing totalling approximately $35
million to an affiliated partnership, in which the Company owns the sole general
partner interest, for the acquisition of two full service hotels (685 rooms).
The Company considers these properties as owned hotels for accounting purposes.
The Company is also engaged in discussion with respect to other acquisition
opportunities. See "Prospectus Summary -- Recent Developments -- Acquisitions."

COURTYARD HOTELS. The Company's moderate-priced Courtyard hotels are
positioned to compete in their respective markets directly with major national
franchised moderate-priced hotel chains. Aimed at individual business and
pleasure travelers as well as families, Courtyard hotels typically have about
150 rooms. Well-landscaped grounds include a courtyard with a pool and
socializing areas. Each hotel features meeting rooms and a restaurant and
lounge with approximately 80 seats. The operating systems developed for these
hotels allow Courtyard to be price competitive while providing value through
superior product and guest service. The 54 Courtyard hotels owned by the
Company are among the newest in the Courtyard hotel system, averaging only four
years old. The chart below sets forth comparable performance information for
fiscal years 1991 through 1993.

<TABLE>
<CAPTION>
1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
Number of properties............. 54 54 52
Number of rooms.................. 7,940 7,896 7,395
Average daily rate............... $64.58 $61.54 $61.12
Occupancy percentage............. 79.7% 76.3% 63.7%
REVPAR........................... $51.47 $46.96 $38.93
REVPAR % change.................. 9.6% 20.6% N/A
</TABLE>

RESIDENCE INNS. Residence Inn is the market leader in the extended-stay
lodging segment, enjoying solid customer preference, high guest satisfaction and
strong intent-to-return. The extended-stay lodging segment caters primarily to
business and family travelers who stay more than five consecutive nights.
Residence Inns generally have 80 to 130 studio and two-story penthouse suites.
Each inn features a series of residential style buildings with landscaped
walkways, courtyards and recreational areas. The Inns do not have restaurants
but offer complimentary continental breakfast, and most provide a complimentary
evening hospitality hour. Each suite contains a fully equipped kitchen, and
many suites have woodburning fireplaces.

The 18 Residence Inns owned by the Company are among the newest in the
Residence Inn system, averaging only four years old. The chart below sets
forth performance information for such Inns for fiscal years 1991 through 1993.
During 1993, the Company sold the majority of its equity interest in a
partnership owning eleven Residence Inns. The following table excludes
information with respect to the eleven Residence Inns that are no longer
consolidated with the Company as of December 31, 1993.

<TABLE>
<CAPTION>
1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
Number of properties............ 18 18 17
Number of rooms................. 2,178 2,178 2,072
Average daily rate.............. $74.70 $73.38 $73.69
Occupancy percentage............ 84.5% 77.4% 68.7%
REVPAR.......................... $63.12 $56.80 $50.62
REVPAR % change................. 11.1% 12.2% N/A
</TABLE>

38
<PAGE>

Additionally, one Residence Inn owned by a subsidiary of the Company is
currently under construction and scheduled for completion in early 1996.

FAIRFIELD INNS. The Company's Fairfield Inns are positioned to compete in
their respective markets directly with major national economy motel chain
operators. Aimed at budget conscious individual business and pleasure
travelers, Fairfield Inns typically have 104 to 138 rooms. A Fairfield Inn has
limited public space and does not include a restaurant, however, they do offer a
complimentary breakfast program. The Fairfield Inns owned by the Company
average only four years old. The chart below sets forth performance information
for such Inns for fiscal years 1991 through 1993.

<TABLE>
<CAPTION>
1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
Number of properties........... 30 30 30
Number of rooms................ 3,632 3,632 3,632
Average daily rate............. $39.82 $38.41 $36.46
Occupancy percentage........... 79.3% 78.7% 71.2%
REVPAR......................... $31.58 $30.23 $25.96
REVPAR % change................ 4.5% 16.4% N/A
</TABLE>

In the third quarter of 1994, the Company completed the sale of 26 of its
Fairfield Inns to an unrelated party. The net proceeds from the sale were
approximately $114 million, which exceeds the carrying value of the hotels.
Approximately $27 million of the proceeds were be payable in the form of a
note from the purchaser. See "Prospectus Summary -- Recent Developments --
Dispositions."

SENIOR LIVING COMMUNITIES. Until recently, the Company owned 14 senior living
communities (one of which opened in February 1994). These communities are
located in seven states and offer independent living apartments, assisted
living services and skilled nursing care. Certain of these senior living
communities are operated under the trade names Brighton Gardens and Stratford
Court. Commencing with the Distribution, these communities have been leased to
and operated by Marriott International.

During the first quarter of 1994, the Company signed an agreement to sell its
14 senior living communities to an unrelated party for $320 million, which
approximates the communities' carrying value. The sale was completed in
stages. The sale of nine of the 14 senior living communities was completed in
the second quarter of 1994 and the sale of the five remaining communities was
completed in the third quarter of 1994. See "Prospectus Summary --Recent
Developments -- Dispositions."

PARTNERSHIP INVESTMENTS. The Company and certain of its subsidiaries also
monitor the Company's partnership investments and conduct the partnership
services business (the "Partnership Business"). The Company and/or its
subsidiaries own an equity investment in, and serve as the general partner or
the managing general partner for, various partnerships which collectively own 45
Marriott full service hotels, 120 Courtyard hotels, 50 Residence Inns and 50
Fairfield Inns. In addition, the Company holds notes receivable (net of
reserves) from partnerships totalling $180 million.

As a general partner or the managing general partner, the Company or its
subsidiaries are responsible for the day-to-day management of partnership
operations, which includes payment of partnership obligations from partnership
funds, preparation of financial reports and tax returns and communications with
lenders, limited partners and regulatory bodies. As managing general partner,
the Company or its subsidiary is usually reimbursed for the cost of providing
these services.

Hotel properties owned by the partnerships generally were acquired from the
Company or its subsidiaries in connection with limited partnership offerings.
These hotel properties are currently operated under existing management
agreements with Marriott International. As the general partner or the managing
general partner of such partnerships, the Company and its subsidiaries oversee
and monitor Marriott International's performance pursuant to these agreements.

39
<PAGE>

The Company's interests in these partnerships range from 1% to 50%. Cash
distributions provided from these partnerships are tied to the overall
performance of the underlying properties and the overall level of debt owed by
the partnership. Partnership distributions to the Company approximated $6
million in 1993. All partnership debt is non-recourse to the Company and its
subsidiaries except to the extent of limited debt service guarantees discussed
below.

The Company is contingently liable under various guarantees of debt
obligations of certain of these partnerships. Such commitments are limited in
the aggregate to $271 million at December 31, 1993. Management believes
fundings under these guarantees will decline significantly in 1994 as the
Company's guarantee obligations expire or maturities of partnership debts are
extended. In most cases, fundings of such guarantees represent loans to the
respective partnerships.

OTHER. The Company owns 56 undeveloped parcels of vacant land originally
purchased for the development of hotels or senior living communities. In
addition, the Company owns a 210-acre parcel of undeveloped land in Germantown,
Maryland, suitable for commercial use. The Company may sell these properties
from time to time when market conditions are favorable. Some of the properties
may be developed as part of a long-term strategy to realize the maximum value of
these parcels.

OPERATING GROUP

The Operating Group operates food, beverage and merchandise concessions at
airports, travel plazas and other locations.

The Company, through the Operating Group, is the leading operator of airport
concessions in the United States with restaurants, gift shops and related
facilities at over 70 domestic airports and four foreign airports. The
Company's foreign airport operations include concessions at two airports in New
Zealand, one airport in Australia and one airport in Canada. The Company's
airport concessions operate primarily under the trade name "Host" and "Host
Marriott" and include restaurants, cafeterias, snack bars and gift shops.
Payments by the Company under operating contracts with airport authorities are
typically based on percentages of sales subject to an annual minimum. The terms
of such agreements vary but many have initial terms of ten or more years for
food and beverage concessions, and five or more years for merchandise
facilities. Additionally, the Company operates restaurants, gift shops and
related facilities at more than 40 major tourist attractions, stadiums and
arenas.

During the fourth quarter of 1992, a wholly-owned subsidiary of the Company
acquired the airport concessions business of Dobbs Houses, Inc. for
approximately $47 million, adding 32 contracts at 19 airports and two hotel gift
shops to the concessions business. In addition, during 1993, the Company
acquired the National Airport concession contract in Washington, D.C. for $9
million.

The Company is also the leading operator of travel plazas in the United
States, with over 90 travel plazas on 14 tollroads. The Company currently
operates such facilities under contracts with the highway authorities which
typically extend 15 years. The highway systems are located primarily in the
Mid-Atlantic, Midwest and New England states as well as in Florida. Travel
plazas typically include restaurants, snack bars, vending areas and merchandise
facilities.

The Operating Group now employs 17 different food, beverage and merchandise
concepts at many of its airports and tollroads, including Pizza Hut, Burger
King, Taco Bell, Sbarro's, Dunkin Donuts, Starbucks, TCBY yogurt, Mrs. Fields
cookies, Nathan's Famous hot dogs and Cheers. As a licensee of these brands,
the Company typically pays royalties based on a percentage of sales.

In November 1993, the Operating Group announced a plan to redesign its
operations structure to improve the effectiveness and competitiveness of the
business. Implementation of the new structure was completed in early 1994. In
the fourth quarter of 1993, the Company recorded a restructuring charge of
approximately $7 million pre-tax, principally for severance, relocation, and the
closing of certain offices.

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COMPETITION

Competition in the U.S. lodging industry is strong. Room revenues, which are
determined by occupancy levels and room rates, have been impacted by a slow
growth economy, overbuilt markets and price-sensitive customers. However, the
Company has experienced increases in REVPAR in each of its lodging product
lines in 1994 compared to 1993. Room supply growth is expected to be minimal
over the next few years.

The cyclical nature of the U.S. lodging industry has been demonstrated over
the past two decades. Low hotel profitability during the 1974-75 recession led
to a prolonged slump in new construction and, over time, high occupancy rates
and real price increases in the late 1970s and early 1980s. Changes in tax and
banking laws during the early 1980s precipitated a construction boom that peaked
in 1986 but created an oversupply of hotel rooms that has not yet been fully
absorbed by increased demand. The Company expects the U.S. hotel supply/demand
imbalance to continue to improve gradually over the next few years.

The Company believes that its lodging properties will enjoy competitive
advantages arising from their participation in the Marriott International hotel
system. Repeat guest business in the Marriott hotel system is enhanced by the
Marriott Honored Guest Awards program, which awards frequent travelers with free
stays at Marriott Hotels, Resorts and Suites, and by frequent stay programs
established by the Courtyard (Courtyard Club) and Fairfield Inn (INNsiders Club)
systems. Marriott International's nationwide marketing programs and reservation
systems as well as the advantage of increasing customer preference for Marriott
brands should also help these properties to maintain or increase their premium
over competitors in both occupancy and room rates.

Through its Operating Group, the Company competes with several national and
regional companies to obtain the rights from airport and highway authorities to
operate food, beverage and merchandise concessions. To compete effectively, the
Company regularly updates and refines its product offerings (including the
addition of branded products) and facilities. Through these efforts, the
Company is able to generate higher sales and thereby increase returns both to
the airport and highway authorities and the Company. Generating these financial
results, as well as achieving high satisfaction with the products and services
provided, better positions the Operating Group to be a preferred choice when
renewing contracts or obtaining new contracts.

The Operating Group's contracts generally do not contain extension or renewal
provisions, although they are frequently extended on month-to-month leases at
contract completion while a rebidding procedure is completed. In any given
year, a number of the Operating Group's contracts expire and are rebid. Based
upon the Company's successful track record in achieving extensions of existing
contracts and gaining new contracts, management expects that most of these
contracts will be renewed and a limited number of new contracts also will be
awarded to the Company.

Three major Operating Group airport contracts will expire in 1994. These
contracts represent approximately 18% of the total airport concessions'
business annual revenue. The Company is currently operating under month-to-
month contracts at these locations which, for the most part, are expected to
extend for one to two years. It also has detailed development strategies in
place with respect to each of these airports in order to maintain significant
presence on a profitable basis. Based upon its negotiations with the local
authorities, the Company believes that it will be successful in executing those
strategies. There are no other contracts expiring through 1995 that are
material, individually or in the aggregate, to the Company's financial position
or results of operations.

EMPLOYEES

At June 17, 1994, the Company and its subsidiaries collectively have
approximately 23,000 employees. Approximately 6,000 of the employees of the
Company and its subsidiaries are covered by collective bargaining agreements.

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LEGAL PROCEEDINGS

A number of holders of the Company's Old Notes instituted legal proceedings
against the Company. For a discussion of the allegations raised and agreements
to settle certain of such claims, see "Risk Factors--Pending Litigation."

THE DISTRIBUTION

Prior to October 8, 1993, the Company was named "Marriott Corporation." In
addition to conducting its existing Ownership Business and the Host/Travel
Plazas Business, Marriott Corporation engaged in lodging and senior living
services management, timeshare resort development and operation, food service
and facilities management and other contract services businesses (the
"Management Business"). On October 8, 1993, Marriott Corporation made a special
dividend consisting of the distribution (the "Distribution") to holders of
outstanding shares of Common Stock, on a share-for-share basis, of all
outstanding shares of its wholly-owned subsidiary, Marriott International, which
at the time of the Distribution held all of the assets relating to the
Management Business. Marriott International now conducts the Management
Business as a separate publicly-traded company. The Company and Marriott
International are parties to several important ongoing arrangements, including
(i) agreements pursuant to which Marriott International manages or leases the
Company's portfolio of lodging properties and senior living facilities and (ii)
the Credit Agreement pursuant to which Marriott International provides a $630
million line of credit to Holdings. See "Relationship Between the Company and
Marriott International" and "Financing-Credit Agreement."

THE EXCHANGE OFFER AND RESTRUCTURING

THE EXCHANGE OFFER

In connection with the Distribution, the Company also completed the Exchange
Offer pursuant to which holders of Old Notes in aggregate principal amount of
approximately $1.2 billion exchanged such Old Notes for a combination of (i)
cash, (ii) Common Stock and (iii) New Notes issued by Hospitality. The coupon
and maturity date for each series of New Notes was 100 basis points higher and
four years later, respectively, than the series of Old Notes for which it was
exchanged (except that the maturity of the New Notes issued in exchange for the
Series L Senior Notes due 2012 was shortened by five years). The Company also
conducted a consent solicitation pursuant to which, as a condition to
participation in the Exchange Offer, holders of Old Notes were required to
deliver (i) a consent to the Distribution and a waiver of any defaults, claims
or rights under the Old Note Indenture relating thereto, (ii) a release and
discharge of legal or equitable claims relating to the Distribution and (iii) a
consent to the deletion of a negative pledge covenant in the Old Note Indenture
to permit the Restructuring and grant of a stock pledge under the New Note
Indenture (collectively, the "Consents and Releases").

The Company received tenders of approximately $1.2 billion of Old Notes.
Excluding the Series F Notes due 1995 (the "Old Series F Notes") and the Series
I Senior Notes due 1995 (the "Old Series I Notes"), the Company received tenders
for 82% of the aggregate amount of Old Notes subject to the Exchange Offer. The
Company has redeemed all of the Old Series F Notes that did not tender in the
Exchange Offer, and has secured the Old Series I Notes equally and ratably with
the New Notes issued in the Exchange Offer. The Company recognized an
extraordinary after-tax loss of approximately $5 million in the fourth quarter
of fiscal 1993 in connection with extinguishment of debt in the Exchange Offer.

THE RESTRUCTURING

In connection with the Exchange Offer, the Company effected the restructuring
of its assets (the "Restructuring"). As a result of the Restructuring, the
Company's primary asset is the capital stock of Holdings, although the Company
conducts certain operations directly and holds interests in various other
subsidiaries. Holdings is a holding company, the primary asset of which is the
capital stock of Hospitality, and is the borrower under the Credit Agreement.
Hospitality is also a holding company which owns the capital stock of HMH
Properties, Inc. ("HMH Properties") and Host Marriott Travel Plazas, Inc.
("HMTP"). In the Restructuring, most of the assets relating to the Ownership
Business were transferred to HMH Properties and its subsidiaries, and most of
the assets relating to the Host/Travel Plazas Business were

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transferred to HMTP and its subsidiaries. Certain assets relating to such
businesses (the "Retained Business") were retained directly by the Company and
certain of its other subsidiaries (the "Retained Business Subsidiaries").

The Company also has two subsidiaries used to fund new acquisitions. HMC
Ventures, Inc. ("HMC Ventures") is an unrestricted subsidiary under the Credit
Agreement that has been capitalized with approximately $50 million from recent
asset sales. HMC Acquisitions is a newly-formed subsidiary that, pursuant to
amendments to the Credit Agreement, is permitted to use the net proceeds of the
January 1994 sale of Common Stock (approximately $231 million) to fund
acquisitions. See "Prospectus Summary -- Recent Developments -- Common Stock
Offering." HMC Acquisitions is a guarantor under the Credit Agreement. See
"Financing--Credit Agreement."

FINANCING

The following is a summary of important terms of certain indebtedness and
financing arrangements of the Company and its subsidiaries. For more complete
information regarding such documents, reference is made to the definitive
agreements and instruments governing such indebtedness and financing
arrangements, copies of which have been filed as exhibits to, or incorporated by
reference in, the Registration Statement of which this Prospectus is a part, and
which are incorporated by reference herein.

NEW NOTES

Hospitality issued $1.2 billion in aggregate principal amount of New Notes in
the Exchange Offer. Each series of New Notes is secured by a pledge of all of
the capital stock of Hospitality, HMH Properties, HMTP and certain of their
subsidiaries, and is guaranteed (the "Guarantees") by Holdings, HMH Properties,
HMTP and their material subsidiaries (the "Guarantors"). The New Notes were
issued in series with an average maturity of 11.3 years. The weighted average
interest rate on the New Notes is 10.5%. The New Notes are senior obligations
of Hospitality and the Guarantees are senior obligations of the Guarantors. The
New Note Indenture contains covenants that, among other things, (i) limit the
ability of Hospitality to pay dividends and make other distributions and
restricted payments, (ii) limit the ability of Hospitality and its subsidiaries
to incur additional debt, (iii) limit the ability of Hospitality and its
subsidiaries to create additional liens on their respective assets, (iv) limit
the ability of the subsidiaries of Hospitality to incur debt and issue preferred
stock, (v) limit the ability of Hospitality and its subsidiaries to engage in
certain transactions with related parties, (vi) limit the ability of each
subsidiary of Hospitality to enter into agreements restricting such subsidiary
in paying dividends or making certain other payments and (vii) limit the
activities and businesses of Holdings.

Under certain circumstances, Hospitality is required to redeem all or a
portion of the New Notes with the proceeds of Refinancing Indebtedness (as
defined in the New Note Indenture) incurred by Hospitality or its subsidiaries,
and with certain proceeds of the sale of equity interests of HMTP and/or its
subsidiaries, at a redemption price of (i) 100% of the aggregate principal
amount of such notes plus accrued and unpaid interest thereon, if the Comparable
Interest Rate (as defined in the New Note Indenture) of this Refinancing
Indebtedness (or, in the case of the sale of equity interests, certain
Refinancing Indebtedness incurred substantially contemporaneously therewith) is
not less than the interest rate of the notes redeemed or if the notes redeemed
mature within 18 months, or (ii) otherwise, 103% of the aggregate principal
amount of such notes plus accrued and unpaid interest thereon. Hospitality is
also required, under certain circumstances, to redeem and offer to repurchase
New Notes upon the sale of certain assets of Hospitality or its subsidiaries,
with up to 75% of the net proceeds of such asset sales, at a
redemption/repurchase price of 100% of the aggregate principal amount of such
notes plus accrued and unpaid interest thereon. In addition, each holder of the
New Notes has the right to require Hospitality to repurchase the New Notes of
such holder, at 101% of their aggregate principal amount plus accrued and unpaid
interest thereon, upon the occurrence of certain events constituting a Change of
Control as defined under the New Note Indenture.

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Hospitality will initiate the process for redemption of $114 million of New
Notes and initiate an offer to repurchase up to an additional $57 million of
New Notes during the fourth quarter of 1994. Hospitality will make further
redemptions and offers to repurchase as and when necessary based on cumulative
net proceeds from qualifying asset sales. Hospitality may also from time to
time make open market purchases of its debt securities, including the New Notes,
to the extent such purchases are viewed as an attractive use of available cash.
During the second quarter of 1994, Hospitality purchased approximately $15
million of New Notes with excess cash from operations.

Management believes that the covenants and other provisions of the New Notes
Indenture will not materially restrict or inhibit the Company's ability to meet
its future financing needs.

OLD NOTES

The Company has $223 million in aggregate principal amount outstanding of Old
Notes. The Old Notes are senior obligations of the Company. The Old Notes were
issued in series and have an average maturity of approximately 4 years. The
weighted average interest rate on the Old Notes is 9.0%, exclusive of the impact
of interest rate swaps. The Old Note Indenture contains certain covenants that,
among other things, limit the ability of the Company to (i) create liens on its
assets and (ii) enter into certain sale and leaseback transactions.
Approximately $7.5 million of Old Notes were repurchased during 1994. See "Risk
Factors -- Pending Litigation."

CREDIT AGREEMENT

Marriott International and Holdings have entered into a Credit Agreement
pursuant to which Holdings has the right to borrow from Marriott International
up to $630 million to fund (i) obligations under certain guarantees made by the
Company, (ii) specified recourse debt of the Company and its subsidiaries
(including the New Notes at maturity), (iii) repayment of interest on amounts
borrowed under the Credit Agreement and on specified recourse debt of the
Company and its subsidiaries (including the New Notes), (iv) certain capital
expenditures under commitments to construct the Philadelphia Airport hotel (to
the extent not funded by an existing $40 million credit facility) and
Philadelphia Marriott Convention Center hotel (the "Philadelphia Convention
Center hotel") (to the extent not funded under the Philadelphia Mortgage
(defined below)) and Port St. Lucie and Boca Point, Florida senior living
communities, and (v) other Marriott International approved capital expenditures
or other guarantees of the Company. The line of credit established by the
Credit Agreement will be available through August 2007 (or, if earlier, the date
when no New Notes are outstanding), with final maturity one year thereafter.
Holdings will pay Marriott International a commitment fee equal to one percent
per year on any unborrowed amounts. Additionally, any such borrowings are
guaranteed by, or secured by the pledge of the stock of, certain subsidiaries of
the Company, other than Hospitality or any of Hospitality's subsidiaries.

Borrowings under the Credit Agreement bear interest at a floating rate equal
to the London Interbank Borrowing Rate ("LIBOR") (as defined in the Credit
Agreement) plus 400 basis points (provided that any interest in excess of 10.5
percent per annum will be deferred until maturity and will not reduce
availability under the Credit Agreement). Outstanding borrowings must be
reduced or repaid out of Net Cash Flow (as defined in the Credit Agreement), on
an annual basis, with respect to fiscal year 1994, and on a quarterly basis
thereafter. Amounts repaid may be reborrowed for the purposes specified in the
Credit Agreement during the commitment term, subject to availability under the
commitment (which is $630 million, subject to reduction to the extent that the
sum of outstanding borrowings plus the principal amount of New Notes outstanding
is less than $630 million).

The Credit Agreement imposes certain restrictions on the ability of the
Company and the Retained Business Subsidiaries to incur additional debt, impose
liens or mortgages on their properties (other than various types of liens
arising in the ordinary course of business), extend new guarantees (other than
replacement guarantees), pay dividends, repurchase their common stock, make
investments and incur capital expenditures. New debt is generally restricted to
refinancing debt, non-recourse secured debt with a loan to value ratio of not
less than 50% and certain types of subordinated debt. Liens and mortgages
securing debt, other than existing liens and replacements of existing liens in
connection with a debt refinancing, are generally limited to liens securing the
new non-recourse secured debt described above. New guarantees of the Company's
and its subsidiaries' debt, with an aggregate guarantee liability of not more

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than $150 million, are permitted, to the extent that each such guarantee
supports no more than 20% of the principal amount of new non-recourse secured
debt to which it relates and the principal amount of such debt is not greater
than 70% of the value of the property which secures it. Dividends and
distributions on stock (other than dividends on the Company's existing preferred
stock, which are permitted), repurchases of stock, capital expenditures (other
than expenditures to maintain existing assets and business operations),
investments in persons other than subsidiaries and certain other restricted
payments by the Company and the Retained Business Subsidiaries are generally
prohibited (subject to specified exceptions), so long as there are any
outstanding advances under the Credit Agreement. When no advances are
outstanding under the Credit Agreement and the Company and the Retained Business
Subsidiaries have adequately reserved for debt maturities over a 6-month term,
(i) capital expenditures and additional investments to acquire entities engaged
in the Ownership Business and the Host/Travel Plazas Business are generally
permitted and (ii) such restricted payments as would otherwise be prohibited are
permitted in the amount by which aggregate EBITDA of the Company and the
Retained Business Subsidiaries (unconsolidated with Hospitality) and the
proceeds of specified stock issuances exceed 170% of the aggregate of certain
specified charges. Other covenants under the Credit Agreement restrict the
ability of the Company and the Retained Business Subsidiaries to enter into new
leases (other than in the ordinary course of business), sell assets (except for
fair market value and, subject to certain exceptions, for at least 75% cash
consideration), issue new preferred stock, prepay indebtedness (other than in
connection with refinancings, prepayments of LYONs and other specified
exceptions), merge or consolidate with other entities or change the nature of
their business.

If an event of default (as defined in the Credit Agreement) occurs and is
continuing, Marriott International is entitled to certain specified remedies,
including the right to foreclose on its security interest in the stock of
certain of the Retained Business Subsidiaries and the right to require Net Cash
Flow (which includes proceeds of stock issuances) of the Company and the
Retained Business Subsidiaries to be turned over on a quarterly basis to
Marriott International, to be used to repay all advances under the Credit
Agreement with the remainder to be held by Marriott International in trust as
security for future such advances until all events of default cease to exist.
However, prior to August 2007 (or such earlier date as no New Notes are
outstanding) Marriott International will not be entitled to (i) accelerate the
maturity of amounts due under the Credit Agreement (other than upon the
occurrence of certain bankruptcy events, or the acceleration of the maturity of
the New Notes as a result of an event of default under the New Note Indenture)
or (ii) foreclose on its security interest in the stock of Holdings. Upon the
occurrence and during the continuation of any event of default under the Credit
Agreement, Marriott International has the right to set-off and apply amounts
owed by it to or for the credit or account of the Company or certain
subsidiaries identified in the Credit Agreement against any Obligation (as
defined in the Credit Agreement) of Holdings then due and payable under the
Credit Agreement. Marriott International's right of set-off does not apply,
however, to the extent (but only to the extent) that any agreement in effect on
the Distribution Date to which the Company or certain specified subsidiaries is
a party, or any financing agreement permitted by the Credit Agreement entered
into by the Company or a specified subsidiary prohibits such set-off with
respect to the Company or the specified subsidiaries or with respect to any
specified assets of the Company or such subsidiaries.

In connection with the Company's offering of Common Stock in January 1994,
Marriott International and the Company entered into an amendment to the Credit
Agreement, that (i) permits the Company to use any portion of the proceeds of
such offering (approximately $231 million) to capitalize HMC Acquisitions, a new
subsidiary formed to make acquisitions, and (ii) exempt such proceeds from the
mandatory repayment provisions of the Credit Agreement. HMC Acquisitions is
permitted to incur indebtedness and to reinvest its Net Cash Flow (including
proceeds from asset sales) in its ongoing businesses and/or new acquisitions,
except that, when the outstanding balance under the Credit Agreement exceeds
$450 million, then HMC Acquisitions will be required to use Net Cash Flow (plus
any unused portion of the net proceeds from such offering) to repay balances
under the Credit Agreement and will be restricted in developing or acquiring new
assets. HMC Acquisitions was capitalized with approximately $210 million of the
proceeds from the Common Stock offering.

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Such financings could take the form of traditional secured real estate
financings or could be effected through vehicles such as formation of a real
estate investment trust (REIT) or collateralized mortgage financings. At June
17, 1994, approximately $1.6 billion of the Company's $2.9 billion portfolio of
real estate was owned by Hospitality and its subsidiaries. The capital stock of
Hospitality and of most of its subsidiaries has been pledged as security for the
New Notes. Of this $1.6 billion portfolio of property and equipment owned by
Hospitality and its subsidiaries, only $181 million has been pledged or
mortgaged. Under the New Notes Indenture, up to 75% of the Net Proceeds from
Qualifying Net Asset Sales or from Refinancing Indebtedness (each as defined in
the New Notes Indenture) are to be used to redeem or repurchase New Notes.

Management believes that the covenants and other provisions of the Credit
Agreement will not materially restrict or inhibit the Company's ability to meet
its future financing needs.

RELATIONSHIP BETWEEN THE COMPANY AND
MARRIOTT INTERNATIONAL

For the purpose of governing certain of the ongoing relationships between the
Company and Marriott International after the Distribution and to provide
mechanisms for an orderly transition, the Company and Marriott International
have entered into various agreements and have adopted policies, as described in
this section. The following are summaries of the principal terms of most such
agreements and do not purport to be complete. The following summaries are
qualified in their entirety by reference to the actual agreements which have
been previously filed by the Company with the Securities and Exchange
Commission.

DISTRIBUTION AGREEMENT

Prior to the Distribution, the Company and Marriott International entered into
the Distribution Agreement, which provided for, among other things, (i) certain
asset transfers to occur prior to the Distribution (the "Assets Transfers"),
(ii) the Distribution, (iii) the division between the Company and Marriott
International of certain liabilities and (iv) certain other agreements governing
the relationship between the Company and Marriott International following the
Distribution.

Subject to certain exceptions, the Distribution Agreement provides for, among
other things, assumptions of liabilities and cross-indemnities designed to
allocate, effective as of the Distribution, financial responsibility for the
liabilities arising out of or in connection with the Management Business to
Marriott International and its subsidiaries, and financial responsibility for
the liabilities arising out of or in connection with the Ownership Business and
Host/Travel Plazas Business, along with the Company's liabilities under a
substantial portion of its pre-existing financing and long-term debt
obligations, to the Company and its retained subsidiaries. The agreements
executed in connection with the Distribution Agreement also set forth certain
specific allocations of liabilities between the Company and Marriott
International.

To avoid adversely affecting the intended tax consequences of the Distribution
and related transactions, the Distribution Agreement provides that, until the
second anniversary of the Distribution, Marriott International must obtain an
opinion of counsel reasonably satisfactory to the Company or a supplemental tax
ruling before Marriott International may make certain material dispositions of
its assets, engage in certain repurchases of Marriott International capital
stock or cease the active conduct of its business independently, with its own
employees and without material changes. The Company must also obtain an opinion
of counsel reasonably satisfactory to Marriott International or a supplemental
tax ruling before the Company may engage in similar transactions during such
period. The Company does not expect these limitations to inhibit significantly
its operations, growth opportunities or its ability to respond to unanticipated
developments.

Under the Distribution Agreement, Marriott International has a right (the
"Marriott International Purchase Right") to purchase up to 20% of each class of
the Company's voting stock (determined after assuming full exercise of the
right) at its then fair market value (based on an average of trading prices
during a specified period), upon the occurrence of

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certain specified events generally involving a change in control of the Company.
The Marriott International Purchase Right terminates on October 8, 2003. The
Marriott International Purchase Right may have certain antitakeover effects as
described in "Antitakeover Effects of Certain Provisions of the Company's
Certificate and Bylaws and the Marriott International Purchase Right."

In addition, under the Distribution Agreement, Marriott International has a
right of first offer if the Company decides to sell all or any substantial
portion of the business of the Company's Operating Group. Pursuant to such
right, prior to selling all or a substantial portion of such business to any
third-party, the Company must first offer to sell the Operating Group business
(or applicable portion thereof) to Marriott International. If Marriott
International declines to purchase the Operating Group business at a price
established by the Company, the Company will be free to sell such business for a
specified period of time to an unrelated third-party at a price at least equal
to 95% of the price offered to Marriott International and on terms and
conditions substantially consistent with those offered to Marriott
International. The right of first offer with respect to the Operating Group
business will terminate on October 8, 2003. Notwithstanding the foregoing, the
Company currently has no intention to sell or dispose of all or any significant
portion of the Operating Group business.

LODGING MANAGEMENT AGREEMENTS

Marriott International and certain of its subsidiaries entered into management
agreements with the Company and certain of its subsidiaries (the "Lodging
Management Agreements") to manage the Marriott Hotels, Resorts and Suites,
Courtyard hotels, Residence Inns and Fairfield Inns owned by the Company and its
subsidiaries as of October 8, 1993. There are four types of Lodging Management
Agreements corresponding to each line of Marriott lodging facilities. The terms
of each type of Lodging Management Agreement reflect market terms and conditions
and are substantially similar to the terms of recently negotiated management
agreements with third-party owners regarding lodging facilities of the same
type. A separate agreement was entered into with respect to each individual
lodging facility, or in certain cases a group of lodging facilities, based on
the appropriate form of Lodging Management Agreement for lodging facilities of
such type, with appropriate adjustments made for properties subject to ground
leases, existing mortgages or covenants, conditions and other special factors
relating to a particular lodging facility. Each Lodging Management Agreement
has an initial term of 20 years and, at the option of Marriott International,
may be renewed for up to three additional terms of ten years each, aggregating
30 years, for a total term of up to 50 years. Each Lodging Management Agreement
for the Courtyard hotels, Fairfield Inns and Residence Inns (but not full
service hotels) is also subject to the terms of a Consolidation Agreement (the
"Consolidation Agreement") entered into between Marriott International and the
Company, pursuant to which (i) certain fees payable under the Lodging Management
Agreement with respect to a particular lodging facility will be determined on a
consolidated basis with certain fees payable under the Lodging Management
Agreements for all lodging facilities of the same type, and (ii) certain base
fees payable under Lodging Management Agreements with respect to a particular
lodging facility will be waived in return for payment of an incentive fee upon
the sale of such facility. Marriott International does not have the right to
set off amounts owed to the Company under any Lodging Management Agreement
against any other indebtedness or amounts due from the Company although
under the Consolidation Agreement (which is discussed below), all revenues
collected, expenses incurred and management fees earned by Marriott
International under Lodging Management Agreements for the Company's limited
service hotels are aggregated on the basis of hotel product line. In general,
properties remain subject to the Lodging Management Agreement upon the sale of
such property to third parties. The principal terms of the four types of
Lodging Management Agreements, along with the Consolidation Agreement, are
summarized below.

Under each Lodging Management Agreement for full service hotels, Marriott
International collects all revenue generated at a particular lodging property.
Marriott International holds such amounts on behalf of the Company in segregated
accounts and forwards to the Company every two weeks all amounts in excess of
certain expenses and management fees (as described more fully below). Under the
Lodging Management Agreements for the Company's limited service hotels and the
Consolidation Agreement (which is discussed below), all revenues generated at
the Company's limited service hotels are collected and aggregated in a single
segregated account for each limited service product line (i.e., Courtyard,
Fairfield Inns and Residence Inns). Marriott International forwards to the
Company amounts in excess of aggregated expenses and management fees in a manner
similar to that for the full service hotels. Because amounts collected by
Marriott International are held on the Company's

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behalf, the Company does not depend upon the creditworthiness of Marriott
International for receipt of such payments.

Marriott Hotels, Resorts and Suites. The form of Lodging Management Agreement
for full service hotels in the Marriott Hotels, Resorts and Suites line provides
for a base management fee equal to three percent of annual gross revenues plus
an incentive management fee equal to 50 percent of "Available Cash Flow" for
each fiscal year (provided that the cumulative incentive management fee may not
on any date exceed 20 percent of the cumulative operating profit of the hotel
from the Distribution through such date). "Available Cash Flow" is defined to
be the excess of "Operating Profit" over the "Owner's Priority." "Operating
Profit" is defined generally in all forms of Lodging Management Agreements as
gross revenues, less all ordinary and necessary operating expenses, including
all base and system fees and reimbursement for certain system-wide operating
costs ("Chain Services"), as well as a deduction to fund a required reserve for
furniture, fixtures and equipment, before any depreciation or amortization or
similar fixed charges. "Owner's Priority" in all forms of Lodging Management
Agreements is derived from an agreed upon base amount assigned to each lodging
facility. Marriott International is also entitled to reimbursement for certain
costs attributable to Chain Services of Marriott International. The Company has
the option to terminate the agreement if specified performance thresholds
regarding Operating Profit are not satisfied and if specified revenue market
share tests are not met (provided that Marriott International can elect to avoid
such termination by making cure payments to the extent necessary to allow the
specified Operating Profit thresholds to be satisfied).

Since October 8, 1993, the Company has added eight full service hotels. See
"Prospectus Summary -- Recent Development -- Acquisitions." These properties
are managed by Marriott International, Inc. using the Marriott brand name under
management agreements that were in place with the previous owners or that were
negotiated by the Company in connection with the acquisitions. The terms of the
contracts vary, but are generally similar, to the terms outlined above for
hotels owned at October 8, 1993.

The Company intends to aggressively pursue further hotel acquisitions and it
is anticipated that the Company will engage Marriott International, Inc. to
manage many of the hotels that are acquired.

Limited Service Hotels. The forms of Lodging Management Agreements for
Courtyard hotels, Residence Inns and Fairfield Inns provide for a system fee
equal to three percent (in the case of Courtyard hotels and Fairfield Inns) or
four percent (in the case of Residence Inns) of annual gross revenue, and a base
fee equal to two percent of annual gross revenues. The base fee is deferred in
favor of the Owner's Priority, and in any fiscal year in which the base fee is
greater than Operating Profit (prior to deduction of the base fee) less Owner's
Priority, the excess base fee is deferred, to be paid in a subsequent fiscal
year out of excess Operating Profit. Owner's Priority and Operating Profit are
determined in substantially the same manner as described above for Marriott
Hotels, Resorts and Suites. In addition, the agreements provide for an
incentive management fee equal to 50 percent of "Available Cash Flow" for each
fiscal year (provided that the cumulative incentive management fee may not on
any date exceed 20 percent of the cumulative Operating Profit of the hotel
through such date). "Available Cash Flow" is defined to be the excess of
Operating Profit (after deduction of the base fee, including any portion of the
base fee that is deferred or waived) over the Owner's Priority. Under such
forms of agreement, Marriott International is also entitled to reimbursement for
certain costs attributable to Chain Services of Marriott International. The
Company or its subsidiaries have the option to terminate the agreement if
specified performance thresholds regarding Operating Profit are not satisfied
and if specified revenue market share tests are not met (provided that Marriott
International can elect to avoid such termination by making cure payments to the
extent necessary to allow the specified Operating Profit thresholds to be
satisfied).

Consolidation Agreement. Each Lodging Management Agreement for the Courtyard
hotels, Fairfield Inns and Residence Inns (but not full service hotels) is
subject to the terms of the Consolidation Agreement. Pursuant to the
Consolidation Agreement, certain revenues, expenses and fees payable under the
Lodging Management Agreements for Courtyard hotels, Residence Inns and Fairfield
Inns are consolidated by product line as set forth below. With respect to any
Courtyard hotels, Residence Inns or Fairfield Inns managed by Marriott
International under a Lodging Management

48
<PAGE>

Agreement, for so long as the Company has not sold or financed any such lodging
facility, then the calculations, distributions and dispositions of gross
revenues, reserves, base fees, Owner's Priority, incentive management fees and
system fees under the Lodging Management Agreement with respect to such lodging
facility will be determined and reported on an aggregate basis, together with
all such facilities governed by a Lodging Management Agreement in the same
product line. After any such lodging facility is sold or financed, the
Consolidation Agreement will no longer be applicable to such facility, and the
gross revenues, reserves, base fee, Owner's Priority, incentive management fee
and system fee for such facility will be determined solely in accordance with
the Lodging Management Agreement applicable to such facility.

In addition, pursuant to the terms of the Consolidation Agreement, the base
fee payable under the Lodging Management Agreements (other than Lodging
Management Agreements for full service hotels) is modified as set forth below.
Until December 31, 2000, in lieu of the base fees payable to Marriott
International with respect to the Courtyard hotels, Residence Inns and Fairfield
Inns managed by Marriott International under a Lodging Management Agreement,
Marriott International will receive a "Bonus Incentive Fee" upon the sale of any
of such facilities by the Company. The "Bonus Incentive Fee" is defined to be
50 percent of the "Net Excess Sale Proceeds" resulting from the sale of such
facility (provided that the Bonus Incentive Fee shall not exceed two percent of
the cumulative gross revenues of such facility, from the date of inception of
the Lodging Management Agreement for such facility through the earlier of
December 31, 2000 or the date of sale). "Net Excess Sale Proceeds" is defined
to be the gross property sales price for the facility less (i) the reasonable
costs incurred by the Company in connection with the sale and (ii) a base amount
assigned to each lodging facility. Any future owners of such facility, and the
Company to the extent that it retains ownership of such facility after December
31, 2000, will not be subject to the foregoing terms and will be required to pay
to Marriott International the base fee as set forth in the Lodging Management
Agreement applicable to such facility.

SENIOR LIVING SERVICES LEASE AGREEMENTS

As part of the Distribution, Marriott International entered into lease
agreements with the Company (the "Senior Living Services Lease Agreements") to
operate the 14 senior living facilities (including one under development) then
owned by the Company and its subsidiaries. Under the terms of the Senior Living
Services Lease Agreements, Marriott International will pay or reimburse the
Company for all costs and expenses (including property taxes) associated with
the facilities, and in addition will pay the Company (i) fixed rentals,
aggregating $28 million a year for all 14 facilities and (ii) additional rentals
equal to 4.5 percent of annual revenues from operation of the facilities in
excess of $72 million per annum beginning in 1994. The Senior Living Services
Lease Agreements have initial terms of 20 years with renewal options aggregating
20 years and contain other terms and conditions customary for "triple net"
leases.

The Company has sold these 14 senior living communities to an unrelated
party for $320 million. In the second quarter of 1994, the sale of nine of
the 14 senior living communities was completed and the sale of the five
remaining senior living communities was completed in the third quarter of
1994. See "Prospectus Summary--Recent Development--Dispositions."

CREDIT AGREEMENT

Marriott International and Holdings have entered into a Credit Agreement
pursuant to which Holdings has the right to borrow from Marriott International
up to $630 million. For a description of the Credit Agreement, see "Financing-
Credit Agreement."

PHILADELPHIA MORTGAGE

Marriott International is providing first mortgage financing for a portion of
the development and construction costs for the Philadelphia Marriott hotel (the
"Philadelphia Convention Center Hotel") being constructed by the Company
pursuant to a mortgage financing agreement (the "Philadelphia Mortgage") entered
into between the Company and Marriott International. The Philadelphia Mortgage
provides for the funding of a portion (approximately 60 percent) of the
construction and development costs of such hotel, as and when such costs are
incurred, up to a maximum of $125 million of funding. The Philadelphia Mortgage
(i) is a two-year construction loan, convertible into a two-year "mini-perm"

49
<PAGE>

facility upon completion of construction, carrying a floating interest rate of
LIBOR plus 300 basis points, and (ii) will, upon maturity of the two-year mini-
perm, fund into a ten-year term loan, bearing cash-pay interest at the rate of
ten percent per annum, plus deferred interest of two percent per annum. The
Philadelphia Mortgage is due on sale of the property (or any majority interest
therein) and is subject to other terms and conditions customary for first
mortgage financings of this type.

TAX SHARING AGREEMENT

The Company and Marriott International have entered into a tax sharing
agreement (the "Tax Sharing Agreement") that defines the parties' rights and
obligations with respect to deficiencies and refunds of federal, state and other
income or franchise taxes relating to the Company's businesses for tax years
prior to the Distribution and with respect to certain tax attributes of the
Company after the Distribution. In general, with respect to periods ending on
or before the last day of 1993, the Company is responsible for (i) filing both
consolidated federal tax returns for the Company affiliated group and combined
or consolidated state tax returns for any group that includes a member of the
Company affiliated group, including in each case Marriott International and its
subsidiaries for the relevant periods of time that such companies were members
of the applicable group, and (ii) paying the taxes relating to such returns
(including any subsequent adjustments resulting from the redetermination of such
tax liabilities by the applicable taxing authorities). Marriott International
will reimburse the Company for the portion of such taxes relating to the
Management Business. Marriott International is responsible for filing returns
and paying taxes related to the Management Business for subsequent periods. The
Company and Marriott International have agreed to cooperate with each other and
to share information in preparing such tax returns and in dealing with other tax
matters.

HOST CONSULTING AGREEMENT

Pursuant to the Host Consulting Agreement, effective October 8, 1993, Marriott
International has agreed to provide certain consulting and advisory services to
the Company and its subsidiaries with respect to certain operational matters
involving the Operating Group business (formerly known as the "Host/Travel
Plazas Business"). The Host Consulting Agreement has an annual base fee of
$500,000 and runs for an initial three-year term and thereafter will
automatically renew for additional one-year terms unless cancelled by either
party. If services under the Host Consulting Agreement require more than 500
employee-hours, Marriott International will be paid an additional amount equal
to 200 percent of the hourly compensation payable to the employee providing such
consulting services. The Host Consulting Agreement reflects the fact that the
Host/Travel Plazas business comprising a portion of the Operating Group business
was in the past included within the Company's contract services segment, most of
which was transferred to Marriott International. Accordingly, certain of the
key executive employees of the contract services group who were transferred to
Marriott International will continue to provide certain advisory services to the
management of the Company with respect to operating and personnel matters.

ASSIGNMENT AND LICENSE AGREEMENT

Pursuant to the terms of an Assignment and License Agreement, all of the
Company's right, title and interest in certain trademarks, including the
trademarks "Marriott," "Courtyard," "Residence Inns by Marriott" and "Fairfield
Inns by Marriott," were conveyed to Marriott International. The Company and its
subsidiaries have been granted a license to use such trademarks in their
corporate names and in connection with the Host/Travel Plazas Business, subject
to specified terms and conditions.

NONCOMPETITION AGREEMENT

The Company and Marriott International entered into a noncompetition agreement
(the "Noncompetition Agreement") that defines the parties' rights and
obligations with respect to certain businesses operated by Marriott
International and the Company. Under the Noncompetition Agreement, the Company
and its subsidiaries are prohibited from entering into, or acquiring an
ownership interest in any entity that operates, any business that competes
with the food and facilities management business as conducted by a former
subsidiary of the Company, Marriott Management Services, Inc. ("MMS," with such
business being referred to as the "MMS Business"), provided that such
restrictions do not apply to businesses that constitute part of the Host/Travel
Plazas Business as of the Distribution. Marriott

50
<PAGE>

International is prohibited from entering into, or acquiring an ownership
interest in any entity that operates any business that competes with the
Host/Travel Plazas Business, provided that such restrictions do not apply to
businesses that constitute part of the MMS Business as of the Distribution. The
Noncompetition Agreement confirms the Company's right to compete in the hotel
management business subject to certain prohibited transactions. The
Noncompetition Agreement has a seven-year term that commenced on October 8,
1993.

TRANSITIONAL SERVICES AGREEMENTS

Marriott International and the Company entered into a number of agreements
pursuant to which Marriott International has agreed to provide certain
continuing services to the Company and its subsidiaries for a transitional
period. Such services are to be provided on market terms and conditions.
Subject to the termination provisions of the specific agreements, the Company
and its subsidiaries are free to procure such services from outside vendors or
may develop an in-house capability in order to provide such services internally.
The Company believes that these agreements are based on commercially reasonable
terms including pricing and payment terms. In general, the transitional
services agreements can be kept in place at least through 1997. The Company has
the right to terminate such agreements upon giving 180 day (or less) notice.

POLICIES AND PROCEDURES FOR ADDRESSING CONFLICTS

The on-going relationships between Marriott International and the Company may
present certain conflict situations for Messrs. J.W. Marriott, Jr. and
Richard E. Marriott, because J.W. Marriott, Jr. serves as Chairman of the
Board of Directors and President of Marriott International and also serves as a
director of the Company and Richard E. Marriott serves as Chairman of the Board
of Directors of the Company and also serves as a director of Marriott
International. Messrs. J.W. Marriott, Jr. and Richard E. Marriott, as well
as other executive officers and directors of the Company and Marriott
International, also own (or have options or other rights to acquire) a
significant number of shares of common stock in both the Company and Marriott
International. The Company and Marriott International have adopted appropriate
policies and procedures to be followed by the Board of Directors of each company
to limit the involvement of Messrs. J.W. Marriott, Jr. and Richard E.
Marriott (or such other executive officers and directors having a significant
ownership interest in both companies) in conflict situations, including matters
relating to contractual relationships or litigation between the companies. Such
procedures include requiring Messrs. J.W. Marriott, Jr. and Richard E.
Marriott (or such other executive officers or directors having a significant
ownership interest in both companies) to abstain from making management
decisions in their capacities as officers of Marriott International and the
Company, respectively, and to abstain from voting as directors of either
company, with respect to matters that present a significant conflict of interest
between the companies. Whether or not a significant conflict of interest
situation exists is determined on a case-by-case basis depending on such factors
as the dollar value of the matter, the degree of personal interest of Messrs.
J.W. Marriott, Jr. or Richard E. Marriott (or such other executive officers
and directors having a significant ownership interest in both companies) in the
matter, the interests of the shareholders of the Company and the likelihood that
resolution of the matter has significant strategic, operational or financial
implications for the business of the Company. It is a principal responsibility
of the general counsel of the Company to monitor this issue in consultation with
the Audit Committee of the Board of Directors. See "Risk Factors--Potential
Conflicts with Marriott International."

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<PAGE>

MANAGEMENT

BOARD OF DIRECTORS

The Company's Board of Directors consists of seven directors divided into
three classes, one class consisting of three directors and two classes
consisting of two directors. Each director serves a three-year term. Set forth
below is information with respect to those individuals serving as directors of
the Company.
<TABLE>
<CAPTION>

Term
Director Expires Other Positions
-------- ------- ---------------
<S> <C> <C>
Richard E. Marriott* 1995 Mr. Richard Marriott is a director of Marriott International,
Chairman of the Board Inc. He also serves as a director of certain subsidiaries of the
Director since 1979 Company and of Potomac Electric Power Company. He also
Age: 55 is the immediate past President of the National Restaurant
Association. Prior to the Distribution, Mr. Marriott was Vice
Chairman of the Board and Executive Vice President of the
Company. For additional information on Mr. Marriott, see
"-- Executive Officers" below.

J.W. Marriott, Jr.* 1996 Mr. J.W. Marriott, Jr. is Chairman of the Board and
Director since 1964 President of Marriott International, Inc. He also serves as a
Age: 62 director of General Motors Corporation, Outboard Marine
Corporation and the U.S.-Russia Business Council. He is a
member of the Conference Board, the Business Council and
the Business Roundtable and serves on the boards of trustees
of The Mayo Foundation, the National Geographic Society
and the Executive Council on Foreign Diplomats. Prior to
the Distribution, Mr. Marriott was Chairman of the Board,
Chief Executive Officer and President of the Company.

R. Theodore Ammon 1995 Mr. Ammon was formerly a general partner of Kohlberg
Director since 1992 Kravis Roberts & Co. (a New York and San Francisco-based
Age: 45 investment firm). He also serves on the boards of Astrum
International Corp., Big Flower Press, Inc., Doskocil
Companies Incorporated, the New York YMCA, the Coro
Foundation and Bucknell University.

Stephen F. Bollenbach 1997 Mr. Bollenbach is President and Chief Executive Officer of
President and Chief Executive the Company. He serves as a director of certain subsidiaries
Officer of the Company, Carr Realty Corporation and Mid-America
Director since 1993 Apartment Communities, Inc. He also serves on the CEO
Age: 52 Magazine Advisory Board. For additional information on
Mr. Bollenbach, see "-- Executive Officers" below.

</TABLE>

52
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Ann Dore McLaughlin 1997 Ms. McLaughlin is President of the Federal City Council and
Director since 1993 Vice Chairman of the Aspen Institute. She was formerly
Age: 52 President and Chief Executive Officer of New American
Schools Development Corporation. Ms. McLaughlin has
served with distinction in several U.S. Administrations in
such positions as Secretary of Labor and Under Secretary of
the Department of the Interior. Ms. McLaughlin also serves
as a director of AMR Corporation, General Motors
Corporation, Kellogg Company, Nordstrom, Potomac Electric
Power Company, Union Camp Corporation and Vulcan
Materials Company. Additionally, Ms. McLaughlin serves as
a member of the governing boards of a number of civic, non-
profit organizations, including the Public Agenda Foundation
and the Conservation Fund. Ms. McLaughlin is on the Board
of Overseers for the Wharton School of the University of
Pennsylvania and is a Trustee of the Center for Strategic and
International Studies.

Harry L. Vincent, Jr. 1996 Mr. Vincent is a retired Vice Chairman of Booz-Allen &
Director since 1969 Hamilton, Inc.
Age: 74

Andrew J. Young 1997 Mr. Young is Vice Chairman of the Law Companies Group,
Director since 1993 Inc., an engineering and environmental consulting group, and
Age: 62 Co-Chairman of the Atlanta Committee for the Olympic
Games. Mr. Young has spent more than 35 years in public
service. He was elected to three terms in the U.S. Congress,
representing the Fifth Congressional District of Georgia. In
1977 he was appointed U.S. Ambassador to the United
Nations. He was elected mayor of Atlanta, Georgia in 1981,
and reelected in 1985. Mr. Young is a member of several
additional boards including those of Howard University, The
Martin Luther King, Jr. Center, the Global Infrastructure
Fund and the Center for Global Partnership. He is also a
member of the Georgia Institute of Technology advisory
board.

</TABLE>

____________

* J.W. Marriott, Jr. and Richard E. Marriott are brothers.

COMPENSATION POLICY COMMITTEE

The Compensation Policy Committee comprises three directors who are not
employees of the Company or any of its subsidiaries: Harry L. Vincent
(Chairman), R. Theodore Ammon and Ann Dore McLaughlin. The committee's
functions include recommendations on policies and procedures relating to senior
officers' compensation and various employee stock plans and approvals of
individual salary adjustments and stock awards in those areas.

53
<PAGE>

COMPENSATION OF DIRECTORS

Company directors who are also officers of the Company receive no additional
compensation for their services as directors. Directors who are not officers of
the Company receive an annual retainer fee of $25,000 as well as an attendance
fee of $1,000 for each shareholders' meeting, meeting of the Board of Directors
or meeting of a committee thereof, regardless of the number of meetings held on
a given day. The chair of each committee of the board of directors receives an
additional annual retainer fee of $1,000. Directors are also reimbursed for
travel expenses and other out-of-pocket costs incurred in attending meetings.

EXECUTIVE OFFICERS

Set forth below is certain information with respect to the persons who are
executive officers of the Company.
<TABLE>
<CAPTION>

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

Richard E. Marriott 55 Richard E. Marriott joined the Company in 1965 and has served
Chairman of the Board in various 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. Mr. Marriott also has been
responsible for management of the Company's government affairs
functions.

Stephen F. Bollenbach 52 Stephen F. Bollenbach rejoined the Company in 1992 as Executive
Chief Executive Officer and Vice President and Chief Financial Officer. He was named
President President and Chief Executive Officer of the Company in 1993.
During the period from 1982 to 1986, Mr. Bollenbach was Senior
Vice President - Finance and Treasurer of the Company. He
subsequently served as Chief Financial Officer of Promus
Companies from 1986 to 1990 and served as Chief Financial
Officer with the Trump Organization from 1990 until he rejoined
the Company.

William W. McCarten 45 William W. McCarten joined the Company in 1979 as Vice
Executive Vice President and President and Controller - Corporate Accounting. He was
President - Host/Travel Plazas promoted to Vice President and Controller of the Roy Rogers
Division in 1982 and became Vice President - Group Finance in
1984. He was named Vice President and Corporate Controller in
1985. Mr. McCarten was elected Senior Vice President - Finance
and Corporate Controller in 1986. In 1991, he was elected
Executive Vice President and in 1992 was elected President -
Host/Travel Plazas.

</TABLE>

54
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
Matthew J. Hart 42 Matthew J. Hart joined the Company in 1981 as Manager of
Executive Vice President and Project Finance and was named Vice President of Project Finance
Chief Financial Officer in 1984. He was appointed Assistant Treasurer in 1987 and was
appointed Senior Vice President - Finance and Treasurer in 1991.
Mr. Hart was named Executive Vice President and Chief
Financial Officer in 1993. Prior to joining the Company, Mr.
Hart spent five years with Bankers Trust Company in the
corporate lending division.

Stephen J. McKenna 54 Stephen J. McKenna joined the Company in 1973 as an attorney.
Senior Vice President and He was appointed Assistant General Counsel in 1976, and was
General Counsel promoted to Vice President and Assistant General Counsel in
1986. He became Vice President and Associate General Counsel
in 1990 and became Senior Vice President and General Counsel in
1993. Prior to joining the Company, Mr. McKenna was
employed as an attorney in the airline and aircraft manufacturing
industries.

Jeffrey P. Mayer 38 Jeffrey P. Mayer joined the Company in 1986 as Director -
Senior Vice President - Finance Corporate Accounting. He was promoted to Assistant Controller -
and Corporate Controller Corporate Accounting in 1987 and Vice President - Corporate
Accounting in 1989. He was appointed Vice President - Project
Finance in the Company's Treasury Department in 1991 and
Senior Vice President - Finance and Corporate Controller in 1993.
Prior to joining the Company, Mr. Mayer spent eight years with
Arthur Andersen & Co.

</TABLE>
EXECUTIVE OFFICER COMPENSATION

Summary of Compensation. Table I below sets forth a summary of the
compensation paid by the Company for the last three fiscal years to its Chief
Executive Officer and four additional most highly compensated executive
officers. With the exception of Mr. McCarten, all such executive officers
assumed their current position effective October 8, 1993. Such information is
also provided for three additional persons for whom disclosure would have been
provided but for the fact that such persons were not serving as executive
officers of the Company at the end of the last fiscal year.

55
<PAGE>

TABLE I

SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>

Long Term Compensation
-----------------------------------------------
Annual Compensation Awards Payouts
----------------------------------- ---------------- -------
Other Restricted
Annual Stock Securities All Other
Compen- Awards Underlying LTIP Compen-
Name and Fiscal Salary(2)(3) Bonus(4) sation (5)(6)(7) Options Payouts sation(8)
Principal Position Year ($) ($) ($) ($) (#) ($) ($)
- ----------------------------- ------ -------- ------- ------- ---------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard E. Marriott 1993 230,770 110,769 -- 1,222,157 (9) 0 0 10,693
Chairman of the Board 1992 210,000 100,800 -- 42,080 14,500 0 10,078
1991 214,039 101,026 -- 20,205 16,200 0 7,196
Stephen F. Bollenbach(1) 1993 473,077 327,370 -- 6,644,470 (9)(10) 0 0 13,077
Chief Executive Officer and 1992 380,769 255,115 -- 304,156 193,000 0 150,000(11)
President

William W. McCarten 1993 280,705 116,773 -- 1,166,712 (9) 0 0 12,854
Executive Vice President 1992 245,024 115,896 -- 23,181 23,000 0 13,073
1991 249,736 157,334 -- 28,178 25,000 0 12,081

Matthew J. Hart 1993 220,191 142,243 -- 1,171,812 (9) 0 0 11,172
Executive Vice President 1992 189,921 123,448 -- 24,688 16,500 0 9,083
1991 165,273 63,835 -- 18,002 13,200 0 7,421

Stephen J. McKenna 1993 195,178 119,009 -- 595,482 (9) 0 0 7,947
Senior Vice President and 1992 178,792 98,336 -- 19,663 10,000 0 8,829
General Counsel 1991 171,916 93,694 -- 18,742 10,800 0 8,034

J.W. Marriott, Jr. (12) 1993 557,692 495,013 -- 0 0 0 38,069
Former Chairman of the 1992 725,000 617,288 -- 199,261 114,000 0 40,967
Board and President 1991 738,942 539,428 -- 107,879 125,000 0 21,151

William J. Shaw (13) 1993 365,385 245,116 -- 0 0 0 14,971
Former Executive Vice 1992 471,154 304,837 -- 107,986 68,000 0 4,943
President 1991 458,654 309,591 -- 361,913 85,000 0 4,800

William R. Tiefel (14) 1993 346,154 228,622 -- 0 0 0 20,571
Former Executive Vice 1992 444,231 288,750 -- 102,184 68,000 0 21,262
President 1991 331,250 212,000 -- 342,399 60,000 0 14,155

</TABLE>
____________________

(1) Mr. Bollenbach joined the Company as Executive Vice President and Chief
Financial Officer on March 2, 1992.

(2) Fiscal year 1991 base salary earnings were for 53 weeks.

(3) Salary amounts include base salary earned and paid in cash during the
fiscal year and the amount of base salary deferred at the election of the
executive officer under the Company's Employees' Profit Sharing, Retirement
and Savings Plan and Trust (the "Profit Sharing Plan") and the Company's
Executive Deferred Compensation Plan (the "Deferred Compensation Plan").

(4) Bonus includes the amount of cash bonus earned pursuant to the named
individual's bonus plan during the fiscal year and paid subsequent to the
end of each fiscal year.

(5) As part of its long-term compensation program for executive officers, the
Company awards shares of restricted stock pursuant to the Company's 1993
Comprehensive Stock Incentive Plan (the "Comprehensive Stock Plan") and
previously awarded such shares under the Company's Restricted Stock Plan
for Key Employees (the

56
<PAGE>

"Company's Restricted Stock Plan") and the Company's Deferred Stock
Incentive Plan (the "Company's Deferred Stock Plan"), predecessor plans to
the Comprehensive Stock Plan. For Mr. R.E. Marriott such restricted shares
are as follows: for 1991, 1,229 shares of deferred bonus stock awarded
under the Company's Deferred Stock Plan; for 1992, 963 shares of deferred
bonus stock awarded under the Company's Deferred Stock Plan and 1,275
shares of restricted stock awarded under the Company's Restricted Stock
Plan; for 1993, 2,411 shares of deferred bonus stock awarded under the
Company's Deferred Stock Plan and 160,000 shares awarded under the
Company's Comprehensive Stock Plan. For Mr. Bollenbach such restricted
shares are as follows: for 1992, 2,437 shares awarded under the Company's
Deferred Stock Plan and 15,000 shares awarded under the Company's
Restricted Stock Plan; for 1993, 7,124 shares awarded under the Company's
Deferred Stock Plan and 900,000 shares under the Company's Comprehensive
Stock Plan. For Mr. McCarten such restricted shares are as follows: for
1991, 1,914 shares awarded under the Company's Deferred Stock Plan; for
1992, 1,107 shares awarded under the Company's Deferred Stock Plan; for
1993, 2,541 shares awarded under the Company's Deferred Stock Plan and
144,000 shares awarded under the Company's Comprehensive Stock Plan. For
Mr. Hart such shares of restricted stock are as follows: for 1991, 1,095
shares awarded under the Company's Deferred Stock Plan; for 1992, 1,179
shares awarded under the Company's Deferred Stock Plan; for 1993, 3,096
shares awarded under the Company's Deferred Stock Plan and 144,000 shares
awarded under the Company's Comprehensive Stock Plan. For Mr. McKenna such
restricted shares are as follows: for 1991, 1,140 shares awarded under the
Company's Deferred Stock Plan; for 1992, 939 shares awarded under the
Company's Deferred Stock Plan; for 1993, 2,590 shares awarded under the
Company's Deferred Stock Plan and 72,000 shares awarded under the Company's
Comprehensive Stock Plan. For Mr. J.W. Marriott such restricted shares are
as follows: for 1991, 6,562 shares awarded under the Deferred Stock Plan;
for 1992, 5,896 shares awarded under the Company's Deferred Stock Plan and
4,410 shares awarded under the Company's Restricted Stock Plan. For Mr.
Shaw such restricted shares are as follows: for 1991, 3,766 shares awarded
under the Company's Deferred Stock Plan and 20,000 shares awarded under the
Company's Restricted Stock Plan; for 1992, 2,912 shares awarded under the
Deferred Stock Plan and 2,735 awarded under the Company's Restricted Stock
Plan. For Mr. Tiefel such restricted shares are as follows: for 1991, 2,579
shares awarded under the Company's Deferred Stock Plan and 20,000 shares
awarded under the Company's Restricted Stock Plan; for 1992, 2,758 shares
awarded under the Company's Deferred Stock Plan and 2,585 shares awarded
under the Company's Restricted Stock Plan. The restricted shares reported
in Table I and in this footnote are shares subject to "General
Restrictions" (see footnote 8 below). Restricted shares with "Performance
Restrictions" (see footnote 8 below) awarded as long term incentive plan
("LTIP") awards are excluded. Such LTIP awards are reported at Table III
and discussed in the section entitled "Restricted Stock" in the Report on
Executive Compensation of the Compensation Policy Committee of the Board of
Directors.

(6) Pursuant to the Employee Benefits Allocation Agreement, the intercompany
agreement between Host Marriott and Marriott International regarding
employment and benefit issues arising from the Distribution, each
participant in the Marriott Corporation Restricted Stock Plan received one
share of Marriott International Common Stock for each share of Marriott
Corporation common stock held by the plan participant on the Distribution
Date. Both the Marriott Corporation restricted shares (now Host Marriott
Corporation shares) and Marriott International restricted shares are
subject to continued employment and other vesting conditions. In accordance
with the Employee Benefits Allocation Agreement, each participant in the
Marriott Corporation Deferred Plan could elect to receive either one share
of Company Stock and one share of Marriott International Common Stock or an
equivalent value entirely in Company Common Stock. As a result of this
election, Messrs. J.W. Marriott, R.E. Marriott, Shaw, McCarten, Hart and
McKenna elected to convert their outstanding Deferred Bonus Stock Awards
into one share each of Company Common stock and Marriott International
Common Stock. Mr. Bollenbach elected to convert his outstanding awards
entirely into shares of Company Stock. Mr. Tiefel elected to convert his
outstanding awards entirely into shares of Marriott International Common
Stock. In all cases, the value of the award immediately after the
adjustment was equal to the value of the award immediately before the
adjustment.

(7) The Deferred Stock Bonus Awards granted by the Company are generally
derived based on dividing twenty percent of each individual's annual cash
bonus award by the average of the high and low trading prices for a share
of Company Common Stock on the last trading day of the fiscal year. No
voting rights or dividends are attributed to award shares until such award
shares are distributed. Awards may be denominated as current awards

57
<PAGE>

or deferred awards. A current award is distributed in 10 annual
installments commencing one year after the award is granted. A deferred
award is distributed in a lump sum or in up to 10 installments following
termination of employment. Deferred award shares contingently vest pro rata
in annual installments commencing one year after the Deferred Stock Bonus
Award is granted to the employee. Awards are not subject to forfeiture once
the employee reaches age 55 or after 10 years of service with the Company.
The aggregate number and value of shares of Company deferred stock and
restricted stock subject to "General Restrictions" and "Performance
Restrictions" (see footnote 8 below) held by each identified executive
officer as of the end of the fiscal year 1993 is as follows: Mr. R.E.
Marriott, 447,926 shares valued at $4,116,440; Mr. Bollenbach, 1,525,180
shares valued at $14,016,404; Mr. McCarten, 391,171 shares valued at
$3,594,862; Mr. Hart, 369,325 shares valued at $3,394,097; Mr. McKenna,
217,537 shares valued at $1,999,165; Mr. J.W. Marriott, Jr., 148,410 shares
valued at $1,363,888; Mr. Shaw, 75,764 shares valued at $696,271; Mr.
Tiefel, 20,000 shares valued at $183,800. During the period in which any
restrictions apply, holders of restricted stock are entitled to receive all
dividends or other distributions paid with respect to such stock.

(8) With the exception of Mr. Bollenbach's amount for 1992, amounts included as
"All Other Compensation" represent matching Company contribution amounts
received under one or both of the Profit Sharing Plan and the Deferred
Compensation Plan. For Mr. R.E. Marriott, $4,269 was attributable to the
Profit Sharing Plan and $6,424 was attributable to the Deferred
Compensation Plan. For Mr. Bollenbach, $4,870 was attributable to the
Profit Sharing Plan and $8,207 was attributable to the Deferred
Compensation Plan. For Mr. McCarten, $4,179 was attributable to the Profit
Sharing Plan and $8,675 was attributable to the Deferred Compensation Plan.
For Mr. Hart, $4,161 was attributable to the Profit Sharing Plan and $7,011
was attributable to the Deferred Compensation Plan. For Mr. McKenna, $4,261
was attributable to the Profit Sharing Plan and $3,686 was attributable to
the Deferred Compensation Plan. For Mr. J.W. Marriott, Jr., $3,708 was
attributable to the Profit Sharing Plan and $34,362 was attributable to the
Deferred Compensation Plan. For Mr. Shaw, $5,094 was attributable to the
Profit Sharing Plan and $9,877 was attributable to the Deferred
Compensation Plan. For Mr. Tiefel, $3,708 was attributable to the Profit
Sharing Plan and $16,863 was attributable to the Deferred Compensation
Plan.

(9) On October 17, 1993, the Compensation Policy Committee (the "Committee") of
the Board of Directors approved grants of restricted stock to certain key
employees of the Company, including Mr. McCarten, Mr. Hart and Mr. McKenna.
On October 29, 1993, the Board of Directors approved an award of restricted
stock to Mr. Bollenbach, and on December 2, 1993, the Board of Directors
approved a grant of restricted stock to Mr. R.E. Marriott. Each such grant
made in 1993 to Mr. R.E. Marriott, Mr. Bollenbach, Mr. McCarten, Mr. Hart
and Mr. McKenna consists of two awards: shares subject to restrictions
relating primarily to continued employment ("General Restrictions") which
vest ratably over a five or ten year period or at the end of a five or ten
year period and an award of shares subject to performance objectives such
as financial performance of the Company ("Performance Restrictions").
Performance objectives are established by the Committee and are subject to
periodic review and revision. All restricted stock awards subject only to
General Restrictions are presented on Table I as "Restricted Stock Awards,"
and the value stated in Table I is the fair market value on the date of the
grant. Restricted stock awards subject to Performance Restrictions are
presented as long term incentive plan ("LTIP") awards on Table III.

(10) Includes 900,000 shares of restricted common stock awarded to Mr.
Bollenbach by the Board of Directors on October 29, 1993. See footnote 8
above. Pursuant to this award, 400,000 shares are subject to General
Restrictions and vest ratably over a five year period and 500,000 shares
are subject to General Restrictions and vest on the fifth anniversary of
the date of award.

(11) Mr. Bollenbach received a one-time payment of $150,000 pursuant to the
Company's relocation program.

(12) In connection with the Distribution, Mr. J.W. Marriott, Jr. resigned his
positions as Chairman of the Board and President of the Company effective
October 8, 1993. Mr. Marriott remains a director of the Company.

58
<PAGE>

(13) In connection with the Distribution, Mr. Shaw resigned his position as
Executive Vice President and President of the Company's Contract Services
Group effective October 8, 1993. Mr. Shaw had assumed these duties on
February 10, 1992. Prior to such date, Mr. Shaw served as Executive Vice
President and Chief Financial Officer.

(14) In connection with the Distribution, Mr. Tiefel resigned his position as
Executive Vice President effective October 8, 1993.

Aggregated Stock Option Exercises and Year-End Value. Table II below sets
forth, on an aggregated basis, information regarding the exercise during the
1993 fiscal year of options to purchase Company Common Stock by each of the
applicable persons listed on Table I above and the value on December 31, 1993
of all unexercised options held by such individuals. The Company did not grant
any stock options to the persons listed on Table I during fiscal year 1993.

59
<PAGE>

TABLE II

AGGREGATED STOCK OPTION EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal Year-End In-the-Money Options at
(#)(1) Fiscal Year-End ($)(2)
Shares -------------------------- -----------------------
Acquired on Value
Exercise Realized
Name Company (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ------- -------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
R.E. Marriott....... HM 0 0 60,475 30,225 301,521 174,720
MI 0 0 60,475 30,225 631,030 413,165
Total 0 0 120,950 60,450 932,551 587,885
S.F. Bollenbach..... HM 0 0 48,250 144,750 284,142 852,426
MI 0 0 48,250 144,750 682,592 2,047,777
Total 0 0 96,500 289,500 966,734 2,900,203
W.W. McCarten....... HM 8,000 103,920 127,657 46,250 698,973 254,357
MI 29,750 342,733 46,800 46,250 463,237 584,664
Total 37,750 446,653 174,457 92,500 1,162,210 839,021
M.J. Hart........... HM 0 0 36,763 22,100 194,741 133,614
MI 0 0 36,763 22,100 429,545 327,938
Total 0 0 73,526 44,200 624,286 461,552
S.J. McKenna........ HM 14,000 172,180 83,432 17,525 474,173 110,404
MI 0 0 34,425 17,525 410,825 279,668
Total 14,000 172,180 117,857 35,050 884,998 390,072
J.W. Marriott, Jr... HM 0 0 487,250 236,750 2,389,744 1,365,619
MI 0 0 487,250 331,750 4,926,138 3,472,295
Total 0 0 974,500 568,500 7,315,882 4,837,914
W.J. Shaw........... HM 19,125 231,846 351,125 139,750 1,834,321 834,474
MI 0 0 351,125 195,750 4,404,150 2,174,499
Total 19,125 231,846 702,250 335,500 6,238,471 3,008,973
W.R. Tiefel......... HM 6,000 78,600 176,200 105,750 984,222 632,299
MI 0 0 176,200 161,750 2,290,180 1,684,988
Total 6,000 78,600 352,400 267,500 3,274,402 2,317,287

</TABLE>

(1) In connection with the Distribution, and pursuant to the Company's 1976
Employee Stock Option Plan, all Company stock options were adjusted to
reflect the effects of the Distribution. Each non-qualified stock option
held by a Company employee (or retiree) prior to the Distribution was
effectively converted into two separate options: a Company option and a
Marriott International Option, in both cases for a number of shares equal
to the underlying Company option. The exercise price of the underlying
Company option was allocated to the two options pursuant to a formula
designed to preserve the economic value of the underlying Company option
prior to the Distribution. Each incentive stock option held by an employee
remaining a Company employee after the Distribution was adjusted in number
and as to the exercise price in order to preserve the economic value of
each such incentive stock option immediately prior to the Distribution.

(2) Based on a per share price for Company Common Stock of $9.19 and a per
share price for Marriott International of $28.69. These prices represent
the average of the high and low trading prices for a share on December 31,
1993.

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<PAGE>

Long-Term Incentive Plan ("LTIP") Awards. Table III below sets forth
information regarding Restricted Stock Awards subject to certain performance
criteria granted by the Company under the Comprehensive Stock Plan and
previously awarded by the Company under the Company's Restricted Stock Plan to
the persons listed on Table I above in respect of the 1993 fiscal year.

The Board of Directors may, upon the recommendation of its Compensation
Policy Committee, award to certain key employees shares of restricted stock
which vest upon satisfaction of specified performance objectives. The award of
such performance-restricted stock is maintained in the name of the recipient in
an account at the transfer agent and is restricted from further transfer, sale,
alienation or hypothecation, until such time as the conditions restricting
transfer have been satisfied. Such conditions include continued employment, non-
competition, proper conduct, and attainment of specified Company business
objectives. While such restricted shares are maintained on account, the award
recipient is entitled to vote such shares. Upon satisfaction of the business
objectives and all other conditions, the shares are released from restrictions
and may be sold or transferred by the employee. The performance objectives for
1994 relate to cash coverage of interest, maintaining an acceptable level of
total Company debt in relation to total cash flow, free cash flow, favorable
asset dispositions or financings, stock price appreciation and utilizing the
strategic alliance with Marriott International to expand the Company's portfolio
of full service Marriott hotels.

TABLE III

LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Performance or Other Period Until
Name Shares Maturation or Payout(1)
- ---- --------- ----------------------------------
<S> <C> <C>
Richard E. Marriott..... 240,000 10 Years(2)
Stephen F. Bollenbach.. 600,000 5 Years(2)
William W. McCarten..... 216,000 5 Years(2)
Matthew J. Hart......... 216,000 5 Years(2)
Stephen J. McKenna...... 108,000 5 Years(2)
J.W. Marriott, Jr....... 0 -
William J. Shaw......... 0 -
William R. Tiefel....... 0 -

</TABLE>

(1) The vesting procedures and rules governing forfeitability of these awards
are discussed in this section "Long-Term Incentive ("LTIP") Awards" and in
the section entitled "Restricted Stock" in the Report on Executive
Compensation of the Compensation Policy Committee of the Board of
Directors.

(2) Represents awards of shares of restricted stock that may vest on a pro-rata
basis over a ten or five year period subject to the satisfaction of certain
Performance Restrictions established by the Compensation Policy Committee
of the Board of Directors. See footnote 8 to Table I. The vesting
provisions governing these awards are subject to review and revision by the
Compensation Policy Committee.

CERTAIN TRANSACTIONS

NEW YORK MARRIOTT MARQUIS

In 1985, the Company sold for $10.03 million a 10.32% equity interest in
the Times Square Hotel Company partnership ("TSHCO"), owner of the New York
Marriott Marquis Hotel, to MM Times Square Hotel Investors ("MM Times Square"),
a limited partnership which includes J.W. Marriott, Jr. and Richard E. Marriott
as partners. The

61
<PAGE>

Company received cash at closing of $3.15 million and a $6.88 million
nonrecourse promissory note due September 1, 2015 with interest at 12% per
annum, collateralized by the ownership interest sold. At the same time, the
Company sold a 28.68% interest in TSHCO to an unrelated third-party for
approximately $26.3 million on essentially the same terms.

Preliminary agreements were reached in 1991 with the purchaser of the
28.68% interest, and in 1992 with MM Times Square, to restructure the respective
promissory notes payable to the Company. During the fourth quarter of 1992, the
purchaser of the 28.68% interest informed the Company that he would not be
making further payments on his promissory note. In view of this action, the
restructurings of the promissory notes with both TSHCO and MM Times Square were
discontinued and, in the first quarter of 1994, the Company foreclosed on the
28.68% interest. The Company also accepted from MM Times Square a transfer of a
7.23% equity interest in TSHCO in exchange for cancellation of the outstanding
debt. The Company currently holds an 86% interest in TSHCO, which is
consolidated in the Company's financial statements. See "Prospectus Summary --
Recent Developments -- New York Marriott Marquis."

RELATIONSHIP BETWEEN THE COMPANY AND MARRIOTT INTERNATIONAL

The Company and its subsidiaries and Marriott International and its
subsidiaries have entered into certain relationships following the Distribution.
By reason of their ownership of shares of common stock of Marriott International
and their positions as Chairman and director, respectively, J.W. Marriott, Jr.
and Richard E. Marriott, who also are a director and Chairman, respectively, of
the Company, would be deemed in control of Marriott International within the
meaning of the federal securities laws. Other members of the Marriott family
might also be deemed control persons of Marriott International by reason of
their ownership of shares of Marriott International and/or their relationship to
other family members.

Prior to the Distribution, the Company and Marriott International entered
into the Distribution Agreement, which provided for, among other things, (i)
certain asset transfers to occur prior to the Distribution, (ii) the
Distribution, (iii) the division between the Company and Marriott International
of certain liabilities and (iv) certain other agreements governing the
relationship between the Company and Marriott International following the
Distribution. See "Relationship Between the Company and Marriott
International."

SALE OF LAND PARCEL

During the second quarter of 1994, a subsidiary of the Company sold a
parcel of land in San Antonio, Texas to JWM Family Enterprises, L.P., a
partnership which is comprised of members of J.W. Marriott, Jr.'s immediate
family. The purchase price of $1.3 million was determined by using an appraisal
prepared by an unaffiliated, professional land appraisal firm. The partnership
intends to develop a Residence Inn on the land.

OWNERSHIP OF COMPANY SECURITIES

As of February 28, 1994, the Company had two outstanding classes of equity
or equity-linked securities: Common Stock and Convertible Preferred Stock. None
of the directors, nominees or executive officers owns shares of Convertible
Preferred Stock.

Based upon a Schedule 13D filed with the Securities and Exchange Commission
on September 27, 1993, the Company believes that a group including Gotham
Capital III, L.P., Alfred Partners, L.P., Joel M. Greenblatt and Daniel L. Nir,
each with an address of 100 Jericho Quadrangle, Jericho, New York, 11753,
beneficially own 220,200 depositary shares representing 220.2 shares of the
Convertible Preferred Stock. Such holdings represented 75.41% of the
approximately 286,000 depositary shares of Convertible Preferred Stock
outstanding as of February 28, 1994, and are convertible into approximately
4,219,000 shares of Company Common Stock.

Except as indicated in the footnotes thereto, set forth below is the
ownership as of February 28, 1994 of Common Stock by directors, the chief
executive officer and the four additional most highly compensated executive
officers and certain former executive officers of the Company, as well as by all
directors and executive officers (including such

62
<PAGE>

former executive officers) of the Company as a group, and to the best of the
Company's knowledge, beneficial holders of 5% or more of Company Common Stock.

Shares of Company % of Shares
Common Stock Outstanding
Beneficially Owned as of
Name as of February 28, 1994 February 28, 1994
- ---- ------------------------- ------------------
<S> <C> <C>
DIRECTORS:
R. Theodore Ammon................ 10,000 0.01
Stephen F. Bollenbach............ 8,025(1) 0.01
J.W. Marriott, Jr................ 4,821,516(1)(3)(4) 3.24
Richard E. Marriott.............. 6,109,585(1)(3)(4) 4.11
Ann Dore McLaughlin.............. 1,000 0.00(2)
Harry L. Vincent, Jr............. 11,100 0.01
Andrew J. Young.................. 0 0.00

NON-DIRECTOR EXECUTIVE OFFICERS:
Matthew J. Hart.................. 3,895(1) 0.00(2)
William W. McCarten.............. 13,429(1) 0.01
Stephen J. McKenna............... 14,104(1) 0.01

CERTAIN FORMER EXECUTIVE OFFICERS:
William J. Shaw................... 25,440(5) 0.02
William R. Tiefel................. 46,154(5) 0.03

ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP:. 11,066,933(6) 7.45(6)

CAPITAL GROWTH MANAGEMENT LIMITED PARTNERSHIP :. 8,438,700(7) 5.67(7)
</TABLE>

(1) Does not include shares reserved, contingently vested or awarded under the
Company's 1993 Comprehensive Stock Incentive Plan. For additional
information, see Tables I through III below.

(2) Ownership of less than l/l00th of 1% is reflected as 0.00 in the table
above.

(3) Does not include: (i) 1,619,556 shares held in trust for the children and
grandchildren of J.W. Marriott, Jr. or 1,089,759 shares held by his wife
and children; (ii) 1,404,883 shares held in trust for the children and
grandchildren of Richard E. Marriott or 451,709 shares held by his wife and
children; (iii) 2,280,287 shares held by the J. Willard Marriott
Foundation; (iv) 1,923,885 shares held by a charitable annuity trust,
created by the will of J.Willard Marriott, to which his descendants have a
remainder interest; (v) 2,707,590 shares held by a limited partnership
whose general partner is a corporation of which J.W. Marriott, Jr. is the
controlling shareholder; (vi) 80,000 shares held by a limited partnership
whose general partner is a corporation of which J.W. Marriott, Jr. is the
controlling shareholder; (vii) 2,302,729 shares held by a limited
partnership whose general partner is a corporation of which Richard E.
Marriott is the controlling shareholder; or (viii) 1,066,314 shares owned
directly or beneficially by certain other members of the Marriott family.
The shares referred to in this note aggregated 10.05% of the common shares
outstanding as of February 28, 1994.

(4) By virtue of their ownership of shares of common stock and their positions
as Chairman and director, respectively, Richard E. Marriott and J.W.
Marriott, Jr. would be deemed in control of the Company within the meaning
of the federal securities laws. Other members of the Marriott family might
also be deemed control persons by reason of their ownership of shares
and/or their relationship to other family members. J.W. Marriott, Jr.,
Richard E. Marriott, their mother Alice S. Marriott and other members of
the Marriott family and

63
<PAGE>

various trusts established by members of the Marriott family owned
beneficially an aggregate of 26,317,368 shares or 17.71% of the total
common shares outstanding of the Company as of February 28, 1994. All
directors and current executive officers as a group (other than members of
the Marriott family) owned beneficially an aggregate of 64,238 shares or
0.04% of the total common shares outstanding as of February 28, 1994. In
addition, the Company's Employees' Profit Sharing, Retirement and Savings
Plan and Trust owned 575,855 shares or 0.39% of the total common shares
outstanding as of March 28, 1994.

(5) Mr. Shaw and Mr. Tiefel are included because they were officers of Marriott
Corporation from January 1,1993 until the Distribution on October 8, 1993.
At the time of the Distribution, Mr. Shaw and Mr. Tiefel became officers of
Marriott International, Inc.

(6) Includes shares of Common Stock beneficially owned by the former executive
officers listed on the table.

(7) Represents shares of Common Stock held in client accounts managed by
Capital Growth Management Limited Partnership ("CGM") for which CGM has
shared dispositive power. As of March 31, 1994, CGM held 5,130,000 shares
of Company common stock in client accounts managed by CGM for which CGM has
shared dispositive power (including 2,826,300 of Company common stock over
which CGM holds sole voting power). CGM has disclaimed any beneficial
interest in these shares but has voluntarily filed with the Securities and
Exchange Commission a Schedule 13G under the Securities Exchange Act of
1934. The principal business address of CGM is One International Place,
Boston, Massachusetts 02110.

64
<PAGE>

DESCRIPTION OF THE WARRANTS

GENERAL

As part of the Class Action Settlement and pursuant to that certain
Stipulation and Agreement of Compromise and Settlement dated as of June 16, 1993
(the "Settlement Agreement"), the Company has agreed to issue the Warrants to
the Initial Warrantholders as described in "Plan of Distribution." The Company
will issue the Warrants pursuant to a Warrant Agreement (the "Warrant
Agreement") between the Company and [ ], as Warrant Agent, in
the manner described more fully in "Plan of Distribution." The following
summary of certain provisions of the Warrant Agreement does not purport to be
complete and is subject to, and is qualified in its entirety by reference to,
all the provisions of the Warrant Agreement, including the definition of certain
terms therein. A copy of the Warrant Agreement has been filed as an exhibit to
the registration statement of which this Prospectus is a part. Wherever
particular sections or defined terms of the Warrant Agreement not otherwise
defined herein are referred to, such section or defined terms shall be
incorporated herein by reference.

The Warrants will be evidenced by warrant certificates (the "Warrant
Certificates"), a form of which is attached as an exhibit to the Warrant
Agreement. Each Warrant entitles the Warrantholder, at any time prior to 5:00
p.m. on October 8, 1998 (the "Expiration Time"), to purchase one share of Common
Stock from the Company at a price (the "Exercise Price") of (i) $8.00, if
exercised on or before 5:00 p.m. New York City time on October 8, 1996, or (ii)
$10.00, if exercised after 5:00 p.m. New York City time on October 8, 1996, but
on or before 5:00 p.m. New York City time on October 8, 1998. Both the Exercise
Price and the number of shares subject to the Warrants are subject to certain
adjustments, as described below. Warrants that are not exercised prior to the
Expiration Time expire and become void.

Warrantholders will not be entitled to vote or to consent or to receive
notice as shareholders in respect of the meeting of shareholders or the election
of Directors of the Company or any other matter, or possess any rights
whatsoever as shareholders of the Company.

The Company has agreed to use its reasonable best efforts to maintain the
effectiveness under the Securities Act of the registration statement of which
this Prospectus is a part until the earlier of the Expiration Time or the date
on which all Warrants have been exercised, subject to the Company's right to
discontinue the effectiveness of such registration statement for such periods as
the Company determines are necessary and appropriate (any such period referred
to as a "Suspension Period"). The Company expects to exercise its right to
discontinue the effectiveness of the registration statement only (I) if it
determines that, based on circumstances arising after the date hereof, the
registration statement contains an untrue statement of material fact or omits to
state a material fact required to be stated therein in order to make the
statements therein not misleading or (II) as may otherwise be required under the
Securities Act of 1933, as amended. During the pendency of any Suspension
Period, no Warrants may be exercised and no shares of Common Stock may be issued
upon the exercise of any Warrant.

The Company has also agreed to use its reasonable best efforts to obtain
any required approvals or registration under state securities laws for the
issuance of the Common Stock upon exercise of the Warrants. Under the Warrant
Agreement, however, Warrants may not be exercised by or, shares of Common Stock
issued to, any Warrantholder in any state where such exercise or issuance would
be unlawful.

The Warrants have no established trading market and no assurance can be
given that any such markets will develop. The Company does not intend to apply
to list the Warrants on any stock exchange. See "Risk Factors -- No Trading
Market for the Warrants."

EXERCISE OF THE WARRANTS

The Warrants are exercisable at the election of the holder, in full or from
time to time in part, at any time prior to the Expiration Time, except that
Warrants may not be exercised during a Suspension Period. In the event of
partial

65
<PAGE>

exercise of Warrants evidenced by a Warrant Certificate, a new certificate
evidencing the remaining Warrant or Warrants will be issued.

To exercise all or any of the Warrants represented by a Warrant
Certificate, the Warrantholder is required to surrender to the Warrant Agent the
Warrant Certificate, a duly executed copy of the Form of Election to Purchase
(which is set forth in the Warrant Certificate) and payment in full of the
Exercise Price for each share of Common Stock as to which a Warrant is
exercised, which payment may be made in cash or by certified or official bank
check to the order of the Company.

Upon the exercise of any Warrants in accordance with the Warrant Agreement,
the Company will issue and cause to be delivered to, or upon the written order
of, the holder, in such name or names as the Warrantholder may designate, a
certificate or certificates for the number of full shares of Common Stock
issuable upon the exercise of Warrants. Any shares of Common Stock issuable by
the Company upon the exercise of the Warrants must be validly issued, fully paid
and non-assessable.

PAYMENT OF TAXES AND OTHER COSTS

Warrantholders are required to pay any and all taxes payable (a) in respect
of the issuance of the Warrants or of the shares of Common Stock upon the
exercise of Warrants and (b) in respect of any transfer of any Warrant
Certificate or the issuance of any certificate for shares of Common Stock
issuable upon exercise of Warrants in a name other than that of the registered
holder of the Warrant Certificates surrendered upon the exercise of the Warrant.

Any Warrantholder requesting transfer or exchange of any Warrant
Certificates pursuant to the Warrant Agreement is also required to pay any and
all costs and expenses of such transfer or exchange (including without
limitation the fees and expenses of the Warrant Agent in connection therewith).

The Company is not required to issue or deliver, transfer or exchange new
Warrant Certificates or issue or deliver shares of Common Stock upon exercise of
the Warrants unless and until the person requesting such issuance, delivery,
transfer or exchange shall have paid to the Company the amount of such taxes,
costs and expenses or established to the Company's satisfaction that such taxes,
costs and expenses have been paid.

NO FRACTIONAL SHARES

The Company will not issue warrants to purchase fractional shares of Common
Stock. As a result, the Warrants to which each Initial Warrantholder is
entitled will be rounded downward where the fractional portion of such
entitlement, if any, involves less than one-half of a Warrant or upward where
the fractional portion of such entitlement, if any, involves one-half or more of
a Warrant, subject to the overall limitation on the issuance of Warrants. In
the event of certain transactions described below, the number of shares of
Common Stock that may be purchased upon the exercise of each Warrant is subject
to adjustment. See "--Adjustment Provisions" below. The Company will not issue
fractional shares of Common Stock on the exercise of Warrants otherwise issuable
as a result of any of the aforementioned adjustments. If any fraction of a
share of Common Stock would be issuable on the exercise of any Warrants (or
portion thereof), the Company will pay to the exercising Warrantholders (in lieu
of issuance of such fractional share of Common Stock) an amount of cash equal to
the Exercise Price on the date the Warrant is presented for exercise, multiplied
by such fraction.

ADJUSTMENT PROVISIONS

The number of shares of Common Stock that may be purchased upon the
exercise of each Warrant and the Exercise Price are each subject to adjustment
in the event of certain transactions involving the Company, including (a)(i)
issuing shares of Common Stock as a stock dividend to the holders of Common
Stock; (ii) subdividing or combining the outstanding shares of Common Stock into
a greater or lesser number of shares; (iii) issuing shares of its capital stock
other than Common Stock as a distribution to the holders of Common Stock; (iv)
issuing by reclassification of its Common Stock any shares of its capital stock,
(b) distributing any rights, options or warrants to all holders of Common Stock
entitling such holders to purchase shares of Common Stock at a price per share
less than the current market price per

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share on the record date for such distribution, and (c) distributing to all
holders of Common Stock any of the assets or any rights or warrants to purchase
assets or other securities of the Company.

In case of any consolidation, merger or sale of all or substantially
all of the assets of the Company, upon the consummation of the transaction, the
Warrants automatically become exercisable for the kind and amount of securities,
cash or other assets which the holder of a Warrant would have owned immediately
after the consolidation, merger, transfer or lease if the holder had exercised
the Warrant immediately before the effective date of the transaction.

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<PAGE>

DESCRIPTION OF CAPITAL STOCK

The following description of the Company's capital stock is a
summary and is subject in all respects to applicable Delaware law and to the
provisions of the Company's Restated Certificate of Incorporation and
shareholder's rights plan listed as exhibits to the Registration Statement of
which this Prospectus is a part.

GENERAL

The Company's Restated Certificate of Incorporation (the "Company
Certificate") authorizes the issuance of a total of 301 million shares of all
classes of stock, of which one million may be shares of preferred stock, without
par value, and 300 million may be shares of Common Stock. At June 17, 1994,
approximately 152.4 million shares of Common Stock were outstanding. The
Company Certificate provides that the Board is authorized to provide for the
issuance of shares of preferred stock, from time to time, in one or more series,
and to fix any voting powers, full or limited or none, and the designations,
preferences and relative, participating, optional or other special rights,
applicable to the shares to be included in any such series and any
qualifications, limitations or restrictions thereon.

COMMON STOCK

Voting Rights. Each holder of Common Stock is entitled to one vote
for each share registered in his name on the books of the Company on all matters
submitted to a vote of shareholders. Except as otherwise provided by law, the
holders of Common Stock vote as one class. The shares of Common Stock do not
have cumulative voting rights. As a result, subject to the voting rights, if
any, of the holders of any shares of the Company's preferred stock which may at
the time be outstanding, the holders of Common Stock entitled to exercise more
than 50% of the voting rights in an election of directors will be able to elect
100% of the directors to be elected if they choose to do so. In such event, the
holders of the remaining Common Stock voting for the election of directors will
not be able to elect any persons to the Board of Directors. The Company
Certificate provides that the Board of Directors is classified into three
classes, each serving a three year term, with one class to be elected in each of
three consecutive years.

Dividend Rights. Subject to the rights of the holders of any shares
of the Company's preferred stock which may at the time be outstanding, holders
of Common Stock are entitled to such dividends as the Board of Directors may
declare out of funds legally available therefor. The Company intends to retain
future earnings for use in its business and does not currently intend to pay
dividends. In addition, the Credit Agreement contains restrictions on the
payment of dividends on the Common Stock. See "Dividend Policies."

Liquidation Rights and Other Provisions. Subject to the prior rights
of creditors and the holders of any of the Company's preferred stock which may
be outstanding from time to time, the holders of Common Stock are entitled in
the event of liquidation, dissolution or winding up to share pro rata in the
distribution of all remaining assets. The Common Stock is not liable for any
calls or assessments and is not convertible into any other securities. The
Company Certificate provides that the private property of the shareholders shall
not be subject to the payment of corporate debts. There are no redemption or
sinking fund provisions applicable to the Common Stock, and the Company
Certificate provides that there shall be no preemptive rights.

The transfer agent and registrar for the Common Stock is The First
National Bank of Boston.

RIGHTS AND JUNIOR PREFERRED STOCK

The Company has adopted a shareholder rights plan as set forth in that
certain Rights Agreement dated February 3, 1989, as amended, between the Company
and the Bank of New York, as rights agent (the "Rights Agreement"). The
following is a summary of the terms of the Rights Agreement.

Rights. Following the occurrence of certain events (the "Occurrence
Date") and except as described below, each right (a "Right," and, collectively,
the "Rights") will entitle the registered holder thereof to purchase from the
Company one one-thousandth of a share (a "Unit") of the Company's Series A
Junior Participating Preferred Stock ("Junior

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<PAGE>

Preferred Stock") at a price (the "Purchase Price") of $150 per Unit, subject to
adjustment. The Rights are not exercisable until the Occurrence Date. The
Rights expire on the tenth anniversary of the adoption of the Rights Agreement,
unless exercised in connection with a transaction of the type described below or
unless earlier redeemed by the Company.

Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.

Initially, ownership of the Rights will be attached to all Common
Stock certificates representing shares then outstanding, and no separate
certificates representing the Rights (the "Rights Certificates") will be
distributed. Until the Occurrence Date (or earlier redemption or expiration of
the Rights), the Rights will be transferable only with the Common Stock, and the
surrender or transfer of any certificate of Common Stock will also constitute
the transfer of the Rights associated with the Common Stock represented by such
certificate. The Rights will separate from the Common Stock and an Occurrence
Date will occur upon the earlier of (i) 10 days following the date (a "Stock
Acquisition Date") of a public announcement that a person or group of affiliates
or associated persons (an "Acquiring Person") has acquired, or obtained the
right to acquire, beneficial ownership of 20% or more of the outstanding Common
Stock or (ii) 10 business days following 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 becoming the beneficial owner of 30% or
more of such outstanding Common Stock (such date being called the Occurrence
Date).

For purposes of the Rights Agreement, a person shall not be deemed to
beneficially own "Exempt Shares" which include (i) shares of Common Stock
acquired by such person by gift, bequest and certain other transfers, which
shares were Exempt Shares immediately prior to such transfer and were held by
such person continuously thereafter and (ii) shares acquired by such person in
connection with certain distributions of Common Stock with respect to Exempt
Shares which were held by such person continuously thereafter. In connection
with the Distribution, the Board amended the Rights Agreement to provide that
the shares of Common Stock acquired by Marriott International upon exercise of
the Marriott International Purchase Right will be deemed "Exempt Shares" under
the Rights Agreement, such that the exercise of such right by Marriott
International will not cause Marriott International to be deemed an "Acquiring
Person" under the Rights Agreement and thus trigger a distribution of the
Rights. See "Relationship Between the Company and Marriott International -
Marriott International Purchase Right."

As soon as practicable following an Occurrence Date, Rights
Certificates will be mailed to holders of record of Common Stock as of the close
of business on the Occurrence Date. After such time, such separate Rights
Certificates alone will evidence the Rights and could trade independently from
the Common Stock.

In the event (i) the Company is the surviving corporation in a merger
with an Acquiring Person and the Common Stock is not changed or exchanged, or
(ii) an Acquiring Person becomes the beneficial owner of 30% or more of the then
outstanding shares of Common Stock (except pursuant to an offer for all
outstanding shares of Common Stock which the Board determines to be fair to and
otherwise in the best interests of the Company and its shareholders), each
holder of a Right will, in lieu of the right to receive one one-thousandth of a
share of Junior Preferred Stock, thereafter have the right to receive, upon
exercise, Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two times the exercise price
of the Right. Notwithstanding any of the foregoing, following the occurrence of
any of the events set forth in this paragraph, all Rights that are (or, under
certain circumstances specified in the Rights Agreement, were) beneficially
owned by any Acquiring Person will be null and void. However, the Rights are
not exercisable following the occurrence of either of the events set forth above
until such time as the Rights are no longer redeemable by the Company as set
forth below.

For example, at an exercise price of $150 per Right, each Right not
owned by an Acquiring Person (or by certain related parties) following an event
set forth in the preceding paragraph would entitle its holder to purchase $300
worth of Common Stock (or other consideration, as noted above) for $150.
Assuming that the Common Stock had a per share value of $30 at such time, the
holder of each valid Right would be entitled to purchase 10 shares of Common
Stock for $150.

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<PAGE>

In the event that, at any time following the Stock Acquisition Date,
(i) the Company is acquired in a merger or other business combination
transaction in which the Company is not the surviving corporation (other than a
merger described in the second preceding paragraph or a merger which follows an
offer described in the second preceding paragraph), or (ii) 50% or more of the
Company's assets or earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth above) shall
thereafter have the right to receive, upon exercise, common stock of the
acquiring company having a value equal to two times the exercise price of the
Right.

In general, the Board may redeem the Rights in whole, but not in part,
at any time until 10 days following the Stock Acquisition Date, at a price of
$.01 per Right. After the redemption period has expired, the Company's right of
redemption may be reinstated if an Acquiring Person reduces its beneficial
ownership to 10% or less of the outstanding shares of Common Stock in a
transaction or series of transactions not involving the Company. Immediately
upon the action of the Board ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
$.01 per Right redemption price.

The purchase price payable, and the number of shares of Junior
Preferred Stock or other securities or property issuable upon exercise of the
Rights are subject to adjustment upon the occurrence of certain events with
respect to the Company, including stock dividends, sub-divisions, combinations,
reclassifications, rights or warrants offerings of Junior Preferred Stock at
less than the then current market price and certain distributions of property or
evidences of indebtedness of the Company to holders of Junior Preferred Stock,
all as set forth in the Rights Agreement.

The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
on terms not approved by the Board of Directors, except pursuant to an offer
conditioned on a substantial number of Rights being acquired. The Rights should
not interfere with any merger or other business combination approved by the
Board of Directors since the Rights may be redeemed by the Company as set forth
above. See "Purposes and Antitakeover Effects of Certain Provisions of the
Company Certificate and Bylaws and the Marriott International Purchase Right."

Junior Preferred Stock. In connection with the Rights Agreement,
300,000 shares of Junior Preferred Stock are authorized and reserved for
issuance by the Board. No shares of Junior Preferred Stock are currently
outstanding. The following statements with respect to the Junior Preferred
Stock are subject to the detailed provisions of the Company Certificate and the
certificate of designation relating to the Junior Preferred Stock (the "Junior
Preferred Stock Certificate of Designation"). The material terms of the
Junior Preferred Stock are summarized herein; however, such summary is subject
to the terms of the Company Certificate and the Junior Preferred Stock
Certificate of Designation.

Subject to the prior payment of cumulative dividends on any class of
preferred stock ranking senior to the Junior Preferred Stock, a holder of Junior
Preferred Stock will be entitled to cumulative dividends out of funds legally
available therefor, when, as and if declared by the Board, at a quarterly rate
per share of Junior Preferred Stock equal to the greater of (a) $10.00 or (b)
1000 times (subject to adjustment upon certain dilutive events) the aggregate
per share amount of all cash dividends and 1000 times (subject to adjustment
upon certain dilutive events) the aggregate per share amount (payable in kind)
of all non-cash dividends or other distributions (other than dividends payable
in Common Stock or a sub-division of the outstanding shares of Common Stock)
declared on Common Stock, since the immediately preceding quarterly dividend
payment date for the Junior Preferred Stock (or since the date of issuance of
the Junior Preferred Stock if no such dividend payment date has occurred).

A holder of Junior Preferred Stock will be entitled to 1000 votes
(subject to adjustment upon certain dilutive events) per share of Junior
Preferred Stock on all matters submitted to a vote of shareholders of the
Company. Such holders will vote together with the holders of the Common Stock
as a single class on all matters submitted to a vote of shareholders of the
Company.

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<PAGE>

In the event of a merger or consolidation of the Company which results
in Common Stock being exchanged or changed for other stock, securities, cash
and/or other property, the shares of Junior Preferred Stock shall similarly be
exchanged or changed in an amount per share equal to 1000 times (subject to
adjustment upon certain dilutive events) the aggregate amount of stock,
securities, cash and/or other property, as the case may be, into which each
share of Common Stock has been exchanged or changed.

In the event of liquidation, dissolution or winding up of the Company,
a holder of Junior Preferred Stock will be entitled to receive $1000 per share,
plus accrued and unpaid dividends and distributions thereon, before any
distribution may be made to holders of shares of stock of the Company ranking
junior to the Junior Preferred Stock, and the holders of Junior Preferred Stock
are entitled to receive an aggregate amount per share equal to 1000 times
(subject to adjustment upon certain dilutive events) the aggregate amount to be
distributed per share to holders of Common Stock.

In the event that dividends on the Junior Preferred Stock are in
arrears in an amount equal to six quarterly dividends thereon, all holders of
Junior Preferred Stock, voting separately as a class with the holders of any
other series of preferred stock of the Company with dividends in arrears, will
be entitled to elect two Directors pursuant to provisions of the Company
Certificate. Such right to elect two additional directors shall continue at
each annual meeting until all dividends in arrears (including the then-current
quarterly dividend payment) have been paid or declared and set apart for
payment. Upon payment or declaration and reservation of funds for payment of
All such dividends, the term of office of each director elected shall
immediately terminate and the number of directors shall be such number as may bE
provided for in the Company Certificate or Bylaws.

The Junior Preferred Stock is not subject to redemption. The terms of
the Junior Preferred Stock provide that the Company is subject to certain
restrictions with respect to dividends and distributions on and redemptions and
purchases of shares of stock of the Company ranking junior to or on a parity
with the Junior Preferred Stock in the event that payments of dividends or other
distributions payable on the Junior Preferred Stock are in arrears.

CONVERTIBLE PREFERRED STOCK

The Company has outstanding 282,000 depositary shares of Convertible
Preferred Stock, each having a liquidation preference of $50 per depositary
share plus an amount equal to any accrued and unpaid dividends thereon. The
Distribution did not affect the terms of the Convertible Preferred Stock, which
are set forth in the Company's Certificate of Designation with respect to the
Convertible Preferred Stock (the "Convertible Preferred Stock Certificate of
Designation"). However, pursuant to Section 5(e)(iv) of the Convertible
Preferred Stock Certificate of Designation, the conversion price at which the
Convertible Preferred Stock is convertible into Common Stock after the
Distribution was adjusted from $17.40 per share to $2.61 per share. At the
current conversion price of $2.61 per share, the 282,000 outstanding depositary
shares of the Convertible Preferred Stock are convertible into approximately 5.4
million shares of Common Stock.

Pursuant to Section 6(c) of the Convertible Preferred Stock
Certificate of Designation, if the equivalent of six quarterly dividends payable
on the Convertible Preferred Stock are in arrears, the number of directors of
the Company will be increased by two and the holders of Convertible Preferred
Stock voting separately as a class with the holders of shares of any one or more
other series of preferred stock ranking on a parity with the Convertible
Preferred Stock whether as to payment of dividends or the distribution of assets
and upon which like voting rights have been conferred and are exercisable, will
be entitled to elect two directors for one year terms to fill such vacancies at
the Company's next annual meeting of shareholders. Such right to elect two
additional directors shall continue at each subsequent annual meeting until all
dividends in arrears have been paid or declared and set apart for payment. Upon
payment or declaration and reservation of funds for payment of all such
dividends in arrearage, the term of office of each director elected shall
immediately terminate and the number of directors constituting the entire Board
of Directors of the Company shall be reduced by the number of directors elected
by the holders of the Convertible Preferred Stock and any other series of
preferred stock ranking on a parity with the Convertible Preferred Stock as
discussed above. The Company has failed to pay dividends for four quarterly
periods and presently intends to pay preferred stock dividends only to the
extent earnings equal or exceed the amount of such dividends. This policy may
result in an indefinite suspension of dividends on the Convertible Preferred
Stock. See "Dividend Policy." In such case, the holders of the Convertible
Preferred Stock

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<PAGE>

may become entitled to elect two members of the Board of Directors. However,
the stated quarterly dividend on the outstanding shares of Convertible Preferred
Stock is approximately $300,000, and the Company could recommence payment of
quarterly dividends in order to avoid the election of additional directors. In
addition, commencing January 15, 1996, the outstanding Convertible Preferred
Stock may be redeemed at an aggregate redemption price of $15 million plus
accrued and unpaid dividends.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following summary describes the material federal income tax
consequences of the acquisition, ownership and disposition of the Warrants.

The discussion is based upon the provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), the applicable Treasury Regulations
promulgated and proposed thereunder, judicial authority and current
administrative rulings and practice. Legislative, judicial or administrative
changes or interpretations may be forthcoming that could alter or modify the
validity of the statements and conclusions set forth below. Any such changes or
interpretations may be retroactive and could affect the continued validity of
the discussion. This discussion does not purport to deal with all aspects of
federal income taxation that might be relevant to particular Warrantholders in
light of their personal investment circumstances or status, nor does it discuss
the federal income tax consequences to certain types of Warrantholders subject
to special treatment under the federal income tax laws, such as certain
financial institutions, insurance companies, dealers in securities, tax-exempt
organizations, foreign corporations or nonresident alien individuals. Moreover,
the effect of any applicable state, local or foreign tax laws is not discussed.
The federal income tax treatment of the receipt of the Warrants by the Initial
Warrantholders will vary depending on the facts and circumstances of each such
holder. Initial Warrantholders should consult their own tax advisors regarding
the proper federal income tax treatment of the receipt of the Warrants.

Except as otherwise indicated below, this discussion assumes that the
Warrants (and any Common Stock acquired pursuant to the exercise of a Warrant)
are or will be held as capital assets (as defined in Section 1221 of the Code)
by the holders thereof. The Internal Revenue Service (the "Service") may take a
contrary view as to the foregoing and other assumptions, and if the Service is
successful in asserting such contrary views, the federal income tax consequences
to the Warrantholders may differ from those described below.

SALE OF THE WARRANTS

Generally, a Warrantholder will recognize gain or loss upon the sale
of the Warrants in an amount equal to the difference between the amount realized
on the sale and the holder's adjusted tax basis for the Warrants. Under Section
1234 of the Code, gain or loss attributable to the sale of an option to buy or
sell property is considered gain from the sale of property which has the same
character as the property to which the option relates. Since the Warrants
relate to stock, gains or losses attributable to the sale of the Warrants will
generally constitute capital gains and losses and will be long-term if the
Warrants have been held for more than one year and if the stock would be a
capital asset in the hands of the holder.

EXERCISE OF THE WARRANTS

The exercise of a Warrant with cash will not result in a taxable event
to the holder of the Warrant. The difference between the value of the shares
received and the exercise price, plus the basis, of the Warrant will only be
recognized for tax purposes if the shares are subsequently sold or redeemed.
Upon exercise of a Warrant for cash, the Warrantholder's basis in the shares of
Common Stock issued thereunder will be the sum of (a) its basis in the Warrant
and (b) the exercise price of the Warrant. The holding period for capital gains
purposes for the shares of Common Stock acquired upon exercise of a Warrant will
not include the period during which the Warrant was held. [If any cash is
received in lieu of fractional shares, the holder will recognize gain or loss,
and the character and amount of gain or loss will be determined as if the holder
had received such fractional shares and then immediately resold them for cash.]

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<PAGE>

EXPIRATION OF THE WARRANTS

Upon the expiration of an unexercised Warrant, the Warrantholder will
recognize a loss equal to the adjusted tax basis of the Warrant in the hands of
the holder. Under Section 1234 of the Code, the character of the loss realized
upon the failure to exercise an option is determined based on the character or
the property to which the option relates. Since the Warrant relates to stock, a
loss realized upon expiration of the Warrant will generally be a capital loss
and will be long term if the Warrant was held for more than one year and if the
stock would have been a capital asset in the hands of the Warrantholder.

ADJUSTMENTS UNDER THE WARRANTS

Pursuant to the terms of the Warrants, the number of shares of Common
Stock purchasable upon exercise of the Warrants is subject to adjustment from
time to time upon the occurrence of certain events. Under Section 305 of the
Code, a change in conversion ratio or any transaction having a similar effect on
the interest of a holder of the Warrants may be treated as a distribution with
respect to any holder of the Warrants whose proportionate interest in the
earnings and profits of the Company is increased by such change or transaction.
Thus, under certain future circumstances which may or may not occur, such an
adjustment pursuant to the terms of the Warrants may be treated as a taxable
distribution to the holders of the Warrants, to the extent of the Company's
current or accumulated earning and profits, without regard to whether the
holders of the Warrants receive any cash or other property. For example, if the
Company distributes a cash or property dividend to its shareholders and a
related adjustment is made to the number of shares purchasable upon exercise of
the Warrants, such an adjustment will generally be treated as a taxable
distribution to the Warrantholders, despite the fact that the Warrantholders
receive no cash or property. If the holders of the Warrants receive such a
taxable distribution their bases in the Warrants will be increased by an amount
equal to the taxable distribution.

The rules with respect to adjustments are complex and Warrantholders
should consult their own tax advisors in the event of an adjustment.

BACKUP WITHHOLDING

The backup withholding rules require the Company to deduct and
withhold federal income tax at the rate of 31% with respect to payments made to
noncorporate holders who are not otherwise exempt if (a) the holder fails to
furnish a taxpayer identification number ("TIN") to the Company, (b) the IRS
notifies the Company that the TIN furnished by the holder is incorrect, (c)
there has been notified payee underpaying, or (d) there has been payee
certification failure. Any amounts withheld from a payment to a holder under the
backup withholding rules will be allowed as a refund or credit against such
holder's federal income tax, provided that the required information is furnished
to the IRS.

THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
DOES NOT CONSIDER THE FACTS AND CIRCUMSTANCES OF ANY PARTICULAR PROSPECTIVE
PURCHASER'S SITUATION OR STATUS. THE SUMMARY IS BASED ON THE PROVISIONS OF THE
CODE, REGULATIONS, PROPOSED REGULATION, RULINGS AND JUDICIAL DECISIONS NOW IN
EFFECT, ALL OF WHICH ARE SUBJECT TO CHANGE, POSSIBLY ON A RETROACTIVE BASIS.
EACH WARRANTHOLDER SHOULD CONSULT HIS OR HER OWN TAX ADVISOR WITH RESPECT TO THE
TAX CONSEQUENCES TO SUCH WARRANTHOLDER, INCLUDING THE TAX CONSEQUENCES UNDER
STATE, LOCAL, FOREIGN AND OTHER TAX LAW, ARISING OUT OF THE PURCHASE, OWNERSHIP
AND DISPOSITION OF THE WARRANTS.

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<PAGE>

PRICE RANGE OF THE COMMON STOCK AND DIVIDENDS

The Common Stock is listed on the New York Stock Exchange and on
several regional exchanges, and since consummation of the Distribution is traded
under the symbol "HMT." The following table sets forth, for the fiscal periods
indicated, the high and low sales prices per share of the Common Stock as
reported on the New York Stock Exchange Composite Tape and traded during periods
prior to the Distribution under the symbol "MHS," and the cash dividends paid
per share of Common Stock. The stock prices and dividends paid during periods
prior to the Distribution (i.e., all periods prior to the fourth quarter of
1993) are not indicative of the Company's current stock price or dividend
policies. The Company currently intends to retain future earnings, if any, for
use in its business and does not anticipate paying dividends on the Common
Stock. See "Dividend Policy." As of June 17, 1994, there were approximately
64,000 holders of record of Common Stock.

<TABLE>
<CAPTION>
Cash
Dividends
High Low Paid
---- --- ---------
<S> <C> <C> <C>
1992
1st Quarter............................... $19 5/8 $15 3/4 $.07
2nd Quarter............................... 18 13 3/8 .07
3rd Quarter............................... 17 1/2 15 1/8 .07
4th Quarter............................... 21 7/8 16 7/8 .07
1993
1st Quarter............................... $27 3/8 $20 3/4 $.07
2nd Quarter............................... 26 5/8 24 .07
3rd Quarter............................... 29 24 3/8 .07
4th Quarter(1)............................ 33 3/8 27 5/8 --
4th Quarter(2)............................ 10 6 1/8 --
1994
1st Quarter............................... 13 3/8 8 3/4 --
2nd Quarter............................... 11 1/8 8 3/4 --
3rd Quarter (through September 13, 1994).. 11 7/8 9 1/2 --
</TABLE>

______________________

(1) Pre-Distribution
(2) Post-Distribution

PLAN OF DISTRIBUTION

The Warrants offered hereby are being distributed to the Initial
Warrantholders as part of the Class Action Settlement pursuant to the Settlement
Agreement, which was approved by the United States District Court for the
District of Maryland (the "Court") on September 10, 1993. See "Risk Factors --
Pending Litigation."'

As part of the Class Action Settlement, 5,775,000 Warrants are being
distributed to purchasers of the Company's senior notes between July 11, 1991
and October 5, 1992 who sold such senior notes on or after October 5, 1992 and
prior to September 10, 1993 and who suffered a loss on such purchase and sale.
Under the terms of the Class Action Settlement, in order to receive Warrants,
members of the plaintiff class satisfying the above criteria were required to
file a proof of claim with the settlement fund administrator retained by the
Class Action Plaintiffs to determine the total recognized loss from eligible
claims. Pursuant to the Court's order dated June 10, 1994, the total recognized
loss approved by the Court was $14,329,027, which means that each approved
claimant will receive .403 Warrants for each

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<PAGE>

dollar of recognized loss, except that no fractional warrants will be issued.
See "Description of Warrants -- No Fractional Shares." Also, as part of the
Class Action Settlement, counsel to the plaintiffs in the Class Action Lawsuits
will receive 1,925,000 Warrants in payment of such counsel's fees and expenses.
The plaintiffs who will receive Warrants as part of the Class Action Settlement
and counsel to plaintiffs in the Class Action Lawsuit are sometimes referred to
in this Prospectus as the "Initial Warrantholders."

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<PAGE>

PURPOSES AND ANTITAKEOVER EFFECTS OF CERTAIN PROVISIONS
OF THE COMPANY CERTIFICATE AND BYLAWS AND THE
MARRIOTT INTERNATIONAL PURCHASE RIGHT

COMPANY CERTIFICATE AND BYLAWS

The Company Certificate contains several provisions that will make
difficult an acquisition of control of the Company, by means of a tender offer,
open market purchases, a proxy fight or otherwise, that is not approved by the
Board. The Company's Bylaws (the "Bylaws") also contain provisions that could
have an antitakeover effect.

The purposes of the relevant provisions of the Company Certificate and
Bylaws are to discourage certain types of transactions, described below, which
may involve an actual or threatened change of control of the Company and to
encourage persons seeking to acquire control of the Company to consult first
with the Board of Directors to negotiate the terms of any proposed business
combination or offer. The provisions are designed to reduce the vulnerability
of the Company to an unsolicited proposal for a takeover that does not
contemplate the acquisition of all outstanding shares or is otherwise unfair to
shareholders of the Company or an unsolicited proposal for the restructuring or
sale of all or part of the Company. The Company believes that, as a general
rule, such proposals would not be in the best interests of the Company and its
shareholders.

There has been a history of the accumulation of substantial stock positions
in public companies by third parties as a prelude to proposing a takeover or a
restructuring or sale of all or part of the company or another similar
extraordinary corporate action. Such actions are often undertaken by the third-
party without advance notice to, or consultation with, the management or board
of directors of the target company. In many cases, the purchaser seeks
representation on the company's board of directors in order to increase the
likelihood that its proposal will be implemented by the company. If the company
resists the efforts of the purchaser to obtain representation on the company's
board, the purchaser may commence a proxy contest to have its nominees elected
to the board in place of certain directors or the entire board. In some cases,
the purchaser may not truly be interested in taking over the company, but may
use the threat of a proxy fight and/or a bid to take over the company as a means
of forcing the company to repurchase its equity position at a substantial
premium over market price.

The Company believes that the imminent threat of removal of the Company's
management or Board in such situations would severely curtail the ability of
management or the Board to negotiate effectively with such purchasers. The
management or the Board would be deprived of the time and information necessary
to evaluate the takeover proposal, to study alternative proposals and to help
ensure that the best price is obtained in any transaction involving the Company
which may ultimately be undertaken. If the real purpose of a takeover bid were
to force the Company to repurchase an accumulated stock interest at a premium
price, management or the Board would face the risk that, if it did not
repurchase the purchaser's stock interest, the Company's business and management
would be disrupted, perhaps irreparably.

Certain provisions of the Company Certificate and Bylaws, in the view of
the Company, will help ensure that the Board, if confronted by a surprise
proposal from a third-party which has acquired a block of stock, will have
sufficient time to review the proposal and appropriate alternatives to the
proposal and to act in what it believes to be the best interests of the
shareholders. In addition, certain other provisions of the Company Certificate
are designed to prevent a purchaser from utilizing two-tier pricing and similar
inequitable tactics in the event of an attempt to take over the Company.

These provisions, individually and collectively, will make difficult and
may discourage a merger, tender offer or proxy fight, even if such transaction
or occurrence may be favorable to the interests of the shareholders, and may
delay or frustrate the assumption of control by a holder of a large block of
stock of the Company and the removal of incumbent management, even if such
removal might be beneficial to the shareholders. Furthermore, these provisions
may deter or could be utilized to frustrate a future takeover attempt which is
not approved by the incumbent Board of Directors, but which the holders of a
majority of the shares may deem to be in their best interests or in which
shareholders may receive a substantial premium for their stock over prevailing
market prices of such stock. By discouraging takeover attempts, these
provisions might have the incidental effect of inhibiting certain changes in
management (some or all of the members

76
<PAGE>

of which might be replaced in the course of a change of control) and also the
temporary fluctuations in the market price of the stock which often result from
actual or rumored takeover attempts.

Set forth below is a description of such provisions in the Company
Certificate and Bylaws. Such description is intended as a summary only and is
qualified in its entirety by reference to the Company Certificate and Bylaws
which are exhibits to the Registration Statement on Form S-1 of which this
Prospectus is a part.

Classified Board of Directors. The Company Certificate provides for the
Board to be divided into three classes serving staggered terms so that
directors' current terms will expire either at the 1995, 1996 or 1997 annual
meeting of shareholders. See "Management-Board of Directors."

The classification of directors will have the effect of making it more
difficult for shareholders to change the composition of the Board in a
relatively short period of time. At least two annual meetings of shareholders,
instead of one, will generally be required to effect a change in a majority of
the Board. Such a delay may help ensure that the Board, if confronted by a
holder attempting to force a stock repurchase at a premium above market prices,
a proxy contest or an extraordinary corporate transaction, will have sufficient
time to review the proposal and appropriate alternatives to the proposal and to
act in what it believes are the best interests of the shareholders.

The classified board provision could have the effect of discouraging a
third-party from making a tender offer or otherwise attempting to obtain control
of the Company, even though such an attempt might be beneficial to the Company
and its shareholders. The classified board provision could thus increase the
likelihood that incumbent directors will retain their positions. In addition,
since the classified board provision is designed to discourage accumulations of
large blocks of the Company's stock by purchasers whose objective is to have
such stock repurchased by the Company at a premium, the classified board
provision could tend to reduce the temporary fluctuations in the market price of
the Company's stock that could be caused by accumulations of large blocks of
such stock. Accordingly, shareholders could be deprived of certain
opportunities to sell their stock at a temporarily higher market price.

The Company believes that a classified board of directors helps to assure
the continuity and stability of the Board and business strategies and policies
as determined by the Board, because generally a majority of the directors at any
given time will have had prior experience as directors of the Company. The
classified board provision also helps assure that the Board, if confronted with
an unsolicited proposal from a third-party that has acquired a block of the
voting stock of the Company, will have sufficient time to review the proposal
and appropriate alternatives and to seek the best available result for all
shareholders.

Removal; Filling Vacancies. The Company Certificate provides that, subject
to any rights of the holders of preferred stock, only a majority of the Board
then in office shall have the authority to fill any vacancies on the Board,
including vacancies created by an increase in the number of directors. In
addition, the Company Certificate provides that a new director elected to fill a
vacancy on the Board will serve for the remainder of the full term of his or her
class and that no decrease in the number of directors shall shorten the term of
an incumbent. Moreover, the Company Certificate provides that directors may be
removed with or without cause only by the affirmative vote of holders of at
least 66 2/3% of the voting power of the shares entitled to vote at the election
of directors, voting together as a single class. These provisions relating to
removal and filling of vacancies on the Board will preclude shareholders from
enlarging the Board or removing incumbent directors and filling the vacancies
with their own nominees.

Limitations on Shareholder Action By Written Consent; Special Meetings.
The Company Certificate and Bylaws provide that shareholder action can be taken
only at an annual or special meeting of shareholders and prohibit shareholder
action by written consent in lieu of a meeting. The Company Certificate and
Bylaws provide that, subject to the rights of holders of any series of preferred
stock, special meetings of shareholders can be called only by a majority of the
entire Board. Shareholders are not permitted to call a special meeting or to
require that the Board call a special meeting of shareholders. Moreover, the
business permitted to be conducted at any special meeting of shareholders is
limited to the business brought before the meeting by or at the direction of the
Board.

77
<PAGE>

The provisions of the Company Certificate and Bylaws restricting
shareholder action by written consent may have the effect of delaying
consideration of a shareholder proposal until the next annual meeting unless a
special meeting is called by a majority of the entire Board. These provisions
would also prevent the holders of a majority of the voting power of the voting
stock from using the written consent procedure to take shareholder action and
from taking action by consent without giving all the shareholders of the Company
entitled to vote on a proposed action the opportunity to participate in
determining such proposed action. Moreover, a shareholder could not force
shareholder consideration of a proposal over the opposition of the Company Board
by calling a special meeting of shareholders prior to the time the Board
believed such consideration to be appropriate.

The Company believes that such limitations on shareholder action will help
to assure the continuity and stability of the Board and the Company's business
strategies and policies as determined by the Board, to the benefit of all of the
Company's shareholders. If confronted with an unsolicited proposal from Company
shareholders, the Board will have sufficient time to review such proposal and to
seek the best available result for all shareholders, before such proposal is
approved by such shareholders by written consent in lieu of a meeting or through
a special meeting of shareholders.

Nominations of Directors and Shareholder Proposals. The Bylaws establish
an advance notice procedure with regard to the nomination, other than by or at
the direction of the Board, of candidates for election as directors (the
"Nomination Procedure") and with regard to shareholder proposals to be brought
before an annual or special meeting of shareholders (the "Business Procedure").

The Nomination Procedure provides that only persons who are nominated by or
at the direction of the Board of Directors, or by a shareholder who has given
timely prior written notice to the Secretary of the Company prior to the meeting
at which directors are to be elected, will be eligible for election as
directors. The Business Procedure provides that shareholder proposals must be
submitted in writing in a timely manner in order to be considered at any annual
or special meeting. To be timely, notice must be received by the Company (i) in
the case of an annual meeting, not less than 90 days prior to the annual meeting
for a director nomination, and not less than 120 days prior to the annual
meeting for a shareholder proposal or (ii) in the case of a special meeting not
later than the seventh day following the day on which notice of such meeting is
first given to shareholders for both a director nomination and a shareholder
proposal.

Under the Nomination Procedure, notice to the Company from a shareholder
who proposes to nominate a person at a meeting for election as a director must
contain certain information about that person, including age, business and
residence addresses, principal occupation, the class and number of shares of
Common Stock beneficially owned, the consent to be nominated and such other
information as would be required to be included in a proxy statement soliciting
proxies for the election of the proposed nominee, and certain information about
the shareholder proposing to nominate that person. Under the Business
Procedure, notice relating to a shareholder proposal must contain certain
information about such proposal and about the shareholder who proposes to bring
the proposal before the meeting, including the class and number of shares of
Common Stock beneficially owned by such shareholder. If the Chairman or other
officer presiding at a meeting determines that a person was not nominated in
accordance with the Nomination Procedure, such person will not be eligible for
election as a director, or if he determines that the shareholder proposal was
not properly brought before such meeting, such proposal will not be introduced
at such meeting. Nothing in the Nomination Procedure or the Business Procedure
will preclude discussion by any shareholder of any nomination or proposal
properly made or brought before an annual or special meeting in accordance with
the above-mentioned procedures.

The purpose of the Nomination Procedure is, by requiring advance notice of
nomination by shareholders, to afford the Board a meaningful opportunity to
consider the qualifications of the proposed nominees and, to the extent deemed
necessary or desirable by the Board, to inform shareholders about such
qualifications. The purpose of the Business Procedure is, by requiring advance
notice of shareholder proposals, to provide a more orderly procedure for
conducting annual meetings of shareholders and, to the extent deemed necessary
or desirable by the Board, to provide the Board with a meaningful opportunity to
inform shareholders, prior to such meetings, of any proposal to be introduced at
such meetings, together with any recommendation as to the Board's position or
belief as to action to be taken with respect to such proposal, so as to enable
shareholders better to determine whether they desire to attend such meeting or
grant a proxy to the Board as to the disposition of any such proposal. Although
the Bylaws do not give the Board any power to approve or disapprove shareholder
nominations for the election of directors or of any other proposal submitted

78
<PAGE>

by shareholders, the Bylaws may have the effect of precluding a nomination for
the election of directors or precluding the conducting of business at a
particular shareholder meeting if the proper procedures are not followed, and
may discourage or deter a third-party from conducting a solicitation of proxies
to elect its own slate of directors or otherwise attempting to obtain control of
the Company, even if the conduct of such solicitation or such attempt might be
beneficial to the Company and its shareholders.

Fair Price Provision. Article Fifteenth of the Company Certificate (the
"Fair Price Provision") requires the approval by the holders of 66 2/3% of the
voting power of the outstanding capital stock of the Company entitled to vote
generally in the election of directors (the "Voting Stock") as a condition for
mergers and certain other business combinations ("Business Combinations")
involving the Company and any holder of more than 25% of such voting power (an
"Interested Shareholder") unless the transaction is either (i) approved by a
majority of the members of the Board who are not affiliated with the Interested
Shareholder and who were directors before the Interested Shareholder became an
Interested Shareholder (the "Disinterested Directors") or (ii) certain minimum
price and procedural requirements are met.

The Fair Price Provision is designed to prevent a third-party from
utilizing two-tier pricing and similar inequitable tactics in a takeover
attempt. The Fair Price Provision is not designed to prevent or discourage
tender offers for the Company. It does not impede an offer for at least 66
2/3% of the Voting Stock in which each shareholder receives substantially the
same price for his or her shares as each other shareholder or which the Board
has approved in the manner described herein. Nor does the Fair Price Provision
preclude a third-party from making a tender offer for some of the shares of
Voting Stock without proposing a Business Combination in which the remaining
shares of Voting Stock are purchased. Except for the restrictions on Business
Combinations, the Fair Price Provision will not prevent an Interested
Shareholder having a controlling interest of the Voting Stock from exercising
control over the Company or increasing its interest in the Company. Moreover,
an Interested Shareholder could increase its ownership to 66 2/3% and avoid
application of the Fair Price Provision. However, the separate provisions
contained in the Company Certificate and the Bylaws relating to "Classified
Boards of Directors" discussed above will, as therein indicated, curtail an
Interested Shareholder's ability to exercise control in several respects,
including such shareholder's ability to change incumbent directors who may
oppose a Business Combination or to implement a Business Combination by written
consent without a shareholder meeting. The Fair Price Provision would, however,
discourage some takeover attempts by persons intending to acquire the Company in
two steps and to eliminate remaining shareholder interests by means of a
business combination involving less consideration per share than the acquiring
person would propose to pay for its initial interest in the Company. In
addition, acquisitions of stock by persons attempting to acquire control through
market purchases may cause the market price of the stock to reach levels which
are higher than would otherwise be the case. The Fair Price Provision may
thereby deprive some holders of the Common Stock of an opportunity to sell their
shares at a temporarily higher market price.

Although the Fair Price Provision is designed to help assure fair treatment
of all shareholders vis-a-vis other shareholders in the event of a takeover, it
is not the purpose of the Fair Price Provision to assure that shareholders will
receive a premium price for their shares in a takeover. Accordingly, the Board
is of the view that the adoption of the Fair Price Provision does not preclude
the Board's opposition to any future takeover proposal which it believes would
not be in the best interests of the Company and its shareholders, whether or not
such a proposal satisfies the minimum price criteria and procedural requirements
of the Fair Price Amendment.

In addition, under Section 203 of the Delaware General Corporation Law as
applicable to the Company, certain "business combinations" (defined generally to
include (i) mergers or consolidations between a Delaware corporation and an
interested shareholder (as defined below) and (ii) transactions between a
Delaware corporation and an interested shareholder involving the assets or stock
of such corporation or its majority-owned subsidiaries, including transactions
which increase the interested shareholder's percentage ownership of stock)
between a Delaware corporation, whose stock generally is publicly traded or held
of record by more than 2,000 shareholders, and an interested shareholder
(defined generally as those shareholders, who, on or after December 23, 1987,
become beneficial owners of 15 percent or more of a Delaware corporation's
voting stock) are prohibited for a three-year period following the date that
such shareholder became an interested shareholder, unless (i) prior to the date
such shareholder became an interested shareholder, the board of directors of the
corporation approved either the business combination or the transaction which
resulted in the shareholder becoming an interested shareholder, (ii) upon
consummation of the transaction that made such shareholder

79
<PAGE>

an interested shareholder, the interested shareholder owned at least 85 percent
of the voting stock of the corporation outstanding at the time the transaction
commenced (excluding voting stock owned by officers who also are directors and
voting stock held in employee benefit plans in which the employees do not have a
confidential right to tender or vote stock held by the plan), or (iii) the
business combination was approved by the board of directors of the corporation
and ratified by two-thirds of the voting stock which the interested shareholder
did not own. The three-year prohibition also does not apply to certain business
combinations proposed by an interested shareholder following the announcement or
notification of certain extraordinary transactions involving the corporation and
a person who had been an interested shareholder during the previous three years
or who became an interested shareholder with the approval of a majority of the
corporation's directors.

Shareholder Rights Plan. The Company has adopted a shareholder rights plan
which may have anti-takeover effects. See "Description of Capital Stock-Rights
and Junior Preferred Stock."

Amendment of the Company Certificate and Bylaws. The Company Certificate
contains provisions requiring the affirmative vote of the holders of at least 66
2/3% the voting power of the stock entitled to vote generally in the election of
directors to amend certain provisions of the Company Certificate and Bylaws
(including the provisions discussed above). These provisions make it more
difficult for shareholders to make changes in the Company Certificate or Bylaws,
including changes designed to facilitate the exercise of control over the
Company. In addition, the requirement for approval by at least a 66 2/3%
shareholder vote will enable the holders of a minority of the Company's capital
stock to prevent holders of a less-than-66 2/3% majority from amending such
provisions of the Company's Certificate or Bylaws.

MARRIOTT INTERNATIONAL PURCHASE RIGHT

Pursuant to the terms of the Distribution Agreement, the Company granted to
Marriott International, for a period of ten years following the Distribution,
the right to purchase a number of shares equal in amount of up to 20% of each
class of the Company's outstanding voting stock at the then fair market value
upon the occurrence of certain change of control events involving the Company.
The Marriott International Purchase Right may be exercised for a 30-day period
following the date a person or group of affiliated persons has (i) become the
beneficial owner of 20% or more of the total voting power of the then
outstanding shares of the Company's voting stock or (ii) announced a tender
offer for 30% or more of the total voting power of the then outstanding shares
of the Company's voting stock. These change of control events upon which the
Marriott International Purchase Right becomes exercisable are substantially
identical to those events that cause a distribution of the Rights under the
Rights Agreement (see "Description of Capital Stock -- Rights and Junior
Preferred Stock"). Accordingly, certain share ownership of the Company's voting
stock by specified persons that is exempt under the Rights Agreement, and
consequently will not result in a distribution of Rights, also will not cause
the Marriott International Purchase Right to become exercisable.

The Board amended the terms of the Rights Agreement to provide that the
exercise of the Marriott International Purchase Right will not result in a
distribution of the Rights. Accordingly, upon exercise of the Marriott
International Purchase Right, Marriott International will be entitled to receive
the Rights associated with the Common Stock and will not be deemed an "Acquiring
Person" under the Rights Agreement.

The purchase price for the Common Stock to be purchased upon the exercise
of the Marriott International Purchase Right is determined by taking the average
of the closing sale price of the Common Stock during the 30 consecutive trading
days preceding the date the Marriott International Purchase Right becomes
exercisable. The specific terms of the Marriott International Purchase Right
are set forth in the Distribution Agreement.

The Marriott International Purchase Right will have an antitakeover effect.
Any person considering acquiring a substantial or controlling block of Common
Stock would face the possibility that its ability to exercise control would be
impaired by Marriott International's 20% ownership resulting from exercise of
the Marriott International Purchase Right. So long as the Marriott family's
current percentage of ownership of Common Stock continues, the combined Marriott
family (including various trusts established by members of the Marriott family)
and Marriott International ownership following exercise of the Marriott
International Purchase Right would effectively block control by others (see
"Description of Capital Stock"). It is also possible that the exercise price of
the Marriott International Purchase Right

80
<PAGE>

would be lower than the price at which a potential acquiror might be willing to
purchase a 20% block of shares of Common Stock because the purchase price for
the Marriott International Purchase Right is based on the average trading price
during a 30-day period which may be prior to the announcement of the takeover
event. This potential price differential may have a further antitakeover effect
by discouraging potential acquirers of the Company. The antitakeover effect of
the Marriott International Purchase Right will be in addition to the
antitakeover effects of the provisions contained in the Company Certificate and
Bylaws.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Christopher G. Townsend, Esq., Vice President and Deputy General
Counsel of the Company, and certain legal matters with respect to the Common
Stock offered hereby will be passed upon for the Company by Potter, Anderson &
Corroon, Wilmington, Delaware.

Mr. Townsend owns Common Stock, and holds stock options, deferred stock
and restricted stock awards under the Comprehensive Stock Plan and may receive
additional awards under the plan in the future.

EXPERTS

The audited consolidated financial statements and schedules of the Company
included in this Registration Statement have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto and have been included herein in reliance upon the authority of said
firm as experts in giving said reports.

81
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

PAGE
------
<S> <C>

Report of Independent Public Accountants............................................ F-2

Consolidated Balance Sheets at December 31, 1993 and January 1, 1993................ F-3

Consolidated Statements of Income for Fiscal Years Ended December 31, 1993,
January 1, 1993 and January 3, 1992............................................... F-4

Consolidated Statements of Shareholders' Equity for Fiscal Years Ended
December 31, 1993, January 1, 1993 and January 3, 1992............................ F-5

Consolidated Statements of Cash Flows for Fiscal Years Ended December 31, 1993,
January 1, 1993 and January 3, 1992............................................... F-6

Notes to Consolidated Financial Statements.......................................... F-7

Condensed Consolidated Balance Sheet at June 17, 1994 (Unaudited)................... F-28

Condensed Consolidated Statements of Operations for the Twenty-Four Weeks Ended
June 17, 1994 and June 18, 1993 (Unaudited)....................................... F-29

Condensed Consolidated Statements of Cash Flows for the Twenty-Four Weeks Ended
June 17, 1994 and June 18, 1993 (Unaudited)....................................... F-30

Notes to Condensed Consolidated Financial Statements................................ F-31
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Host Marriott Corporation:

We have audited the accompanying consolidated balance sheets of Host
Marriott Corporation (formerly Marriott Corporation) and subsidiaries as of
December 31, 1993 and January 1, 1993, and the related consolidated statements
of income, shareholders' equity and cash flows for each of the three fiscal
years in the period ended December 31, 1993. These financial statements and the
schedules referred to below are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements and
schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an 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 Corporation and subsidiaries as of December 31, 1993 and January 1,
1993, and the results of their operations and their cash flows for each of the
three fiscal years in the period ended December 31, 1993 in conformity with
generally accepted accounting principles.

As discussed in Notes 3 and 7 to the consolidated financial statements, in
1993 the Company changed its methods of accounting for assets held for sale and
income taxes.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in the index at
Item 16(b) are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic financial statements.
These schedules have been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, fairly state 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

Washington, D.C.
February 25, 1994

F-2
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1993 AND JANUARY 1, 1993
(IN MILLIONS)
<TABLE>
<CAPTION>
1993 1992
------- -------

ASSETS
------

<S> <C> <C>
Current Assets
Cash and cash equivalents................................................ $ 103 $ 325
Accounts receivable...................................................... 112 606
Inventories, at lower of average cost or market.......................... 52 316
Other current assets..................................................... 110 249
------- -------
377 1,496
------- -------
Property and Equipment.................................................... 3,026 3,461
Investments in Affiliates................................................. 211 381
Intangibles............................................................... 25 452
Notes Receivable and Other................................................ 254 556
------- -------

$ 3,893 $ 6,346
======= =======
<CAPTION>

LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------

<S> <C> <C>
Current Liabilities
Accounts payable......................................................... $ 86 $ 710
Accrued payroll and related benefits..................................... 41 331
Other current liabilities................................................ 110 434
Notes payable and capital leases......................................... 400 21
------- -------
637 1,496
------- -------
Long-term Debt............................................................ 2,079 2,732
Deferred Income........................................................... 26 119
Deferred Income Taxes..................................................... 487 585
Other Long-term Liabilities............................................... 139 401
Convertible Subordinated Debt............................................. 20 228
------- -------

Total liabilities......................................................... 3,388 5,561
------- -------
Shareholders' Equity
Convertible preferred stock.............................................. 14 200
Common stock, 129.7 million and 105 million shares issued, respectively.. 130 105
Additional paid-in capital............................................... 253 34
Retained earnings........................................................ 108 555
Treasury stock, 4.2 million common shares in 1992, at cost............... -- (109)
------- -------
Total shareholders' equity................................................ 505 785
------- -------
$ 3,893 $ 6,346
======= ========
</TABLE>

See Notes to Consolidated Financial Statements.

F-3
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

FISCAL YEARS ENDED DECEMBER 31, 1993, JANUARY 1, 1993 AND JANUARY 3, 1992
(IN MILLIONS, EXCEPT PER COMMON SHARE AMOUNTS)

<TABLE>
<CAPTION>
1993 1992 1991
------- ------- -------

<S> <C> <C> <C>
SALES
Lodging....................................................... $ 614 $4,551 $4,379
Contract Services............................................. 1,177 4,171 3,952
------ ------ ------
1,791 8,722 8,331
OPERATING COSTS AND EXPENSES
Lodging....................................................... 515 4,218 4,061
Contract Services (including restructuring
charges of $7 million in 1993).............................. 1,120 4,021 3,806
------ ------ ------
1,635 8,239 7,867
OPERATING PROFIT
Lodging....................................................... 99 333 318
Contract Services............................................. 57 150 146
------ ------ ------
Operating profit before profit from distributed operations,
corporate expenses and interest............................. 156 483 464

Corporate expenses (including restructuring charges of
$13 million and $21 million in 1993 and 1992, respectively)....... (63) (129) (111)
Interest expense.................................................... (201) (235) (251)
Interest income..................................................... 26 31 43
Profit from operations distributed to Marriott International, Inc... 211 - -
------ ------ ------

INCOME BEFORE INCOME TAXES, EXTRAORDINARY ITEM
AND CUMULATIVE EFFECT OF CHANGES IN
ACCOUNTING PRINCIPLES............................................. 129 150 145
Provision for income taxes.......................................... 72 65 63
------ ------ ------
INCOME BEFORE EXTRAORDINARY ITEM AND
CUMULATIVE EFFECT OF CHANGES IN
ACCOUNTING PRINCIPLES............................................. 57 85 82

Extraordinary item -- Loss on extinguishment of debt (net of
income taxes of $4 million)....................................... (5) - -
Cumulative effect of a change in accounting for income taxes........ 30 - -
Cumulative effect of a change in accounting for assets held
for sale (net of income taxes of $22 million)..................... (32) - -
------ ------ ------
NET INCOME.......................................................... 50 85 82
Dividends on preferred stock........................................ (8) (17) (1)
------ ------ ------

NET INCOME AVAILABLE FOR COMMON STOCK............................... $ 42 $ 68 $ 81
====== ====== ======

EARNINGS PER COMMON SHARE
Income before extraordinary item and cumulative effects of
accounting changes................................................ $ .40 $.64 $.80
Extraordinary item -- Loss on extinguishment of debt (net of
income taxes)..................................................... (.04) - -
Cumulative effect of a change in accounting for income taxes........ .25 - -
Cumulative effect of a change in accounting for assets held
for sale (net of income taxes).................................... (.26) - -
------ ------ ------
NET INCOME.......................................................... $ .35 $.64 $.80
====== ====== ======

</TABLE>
See Notes to Consolidated Financial Statements.

F-4
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FISCAL YEARS ENDED DECEMBER 31, 1993, JANUARY 1, 1993 AND JANUARY 3, 1992

<TABLE>
<CAPTION>
COMMON CONVERTIBLE ADDITIONAL
SHARES PREFERRED COMMON PAID-IN RETAINED TREASURY
OUTSTANDING STOCK STOCK CAPITAL EARNINGS STOCK
- ------------------------------------------------------------------------------------------------------------------------------------

(IN MILLIONS) (IN MILLIONS, EXCEPT PER COMMON SHARE)
<S> <C> <C> <C> <C> <C> <C>
93.6 Balance, December 28, 1990........ $ -- $ 105 $ 69 $ 528 $ (295)
-- Net income........................ -- -- -- 82 --
-- Issuance of convertible preferred
stock............................. 200 -- (5) -- --
1.5 Common stock issued for employee
stock
purchase and stock option plans... -- -- (22) -- 40
-- Cash dividends ($.28 per share)... -- -- -- (27) --
.4 Deferred stock compensation....... -- -- (2) -- 11
-- Foreign currency translation
adjustments....................... -- -- (5) -- --
- ---------------------------------------------------------------------------------------------------------------------------------

95.5 Balance, January 3, 1992.......... 200 105 35 583 (244)
-- Net income........................ -- -- -- 85 --
5.0 Common stock issued for employee
stock
purchase, stock option, and
profit sharing plans.............. -- -- (1) (68) 127
-- Cash dividends on common stock
($.28 per share).................. -- -- -- (28) --
-- Cash dividends on convertible
preferred
stock ($4.125 per share).......... -- -- -- (17) --
.3 Deferred stock compensation....... -- -- 2 -- 8
-- Foreign currency translation
adjustments....................... -- -- (2) -- --
- ---------------------------------------------------------------------------------------------------------------------------------

100.8 Balance, January 1, 1993.......... 200 105 34 555 (109)
-- Net income........................ -- -- -- 50 --
-- Distribution of stock of Marriott
International, Inc................ -- -- (40) (417) --
7.5 Common stock issued for the
comprehensive
stock and employee stock purchase
plans............................. -- 4 10 (53) 99
-- Cash dividends on common stock
($.14 per share).................. -- -- -- (14) --
-- Cash dividends on convertible
preferred
stock ($2.062 per share).......... -- -- -- (8) --
8.3 Conversion of subordinated debt... -- 8 15 -- --
1.8 Common stock issued in
conjunction with
the Exchange Offer................ -- 2 58 -- --
10.9 Conversion of preferred stock to
common stock...................... (186) 11 175 -- --
.4 Deferred stock compensation....... -- -- 3 (5) 10
-- Foreign currency translation
adjustments....................... -- -- (2) -- --
- ---------------------------------------------------------------------------------------------------------------------------------

129.7 Balance, December 31, 1993 $ 14 $ 130 $ 253 $ 108 $ --

==================================================================================================================================
</TABLE>

See Notes to Consolidated Financial Statements.

F-5
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FISCAL YEARS ENDED DECEMBER 31, 1993, JANUARY 1, 1993 AND JANUARY 3, 1992
<TABLE>
<CAPTION>
1993 1992 1991
------ -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Income......................................................... $ 50 $ 85 $ 82
Adjustments to reconcile to cash from operations:
Depreciation and amortization.................................... 265 284 272
Income taxes..................................................... 11 (28) 27
Extraordinary loss on extinguishment of debt, net of taxes....... 5 -- --
Cumulative effect of a change in accounting for income taxes..... (30) -- --
Cumulative effect of a change in accounting for assets held for
sale, net of taxes............................................... 32 -- --
Restructuring charges............................................ 20 21 --
Proceeds from sales of timeshare notes receivable................ -- 41 83
Amortization of deferred income.................................. (14) (19) (38)
Fairfield Inn net realizable value write-down.................... 11 -- --
Equity in net losses of affiliates............................... 27 24 21
Other............................................................ 23 (23) (15 )
Changes in operating accounts:
Accounts receivable............................................. (101) (40) 88
Inventories..................................................... (10) (16) 63
Accounts payable and accrued liabilities........................ 132 (14) 13
Other........................................................... 8 106 (47)
----- ----- -----
Cash from continuing operations.................................. 429 421 549
Cash (used in) from discontinued operations...................... - (11) 3
----- ----- -----
Cash from operations............................................. 429 410 552
----- ----- -----
INVESTING ACTIVITIES
Proceeds from sales of assets.................................... 83 484 84
Less noncash proceeds........................................... (5) (97) --
----- ----- -----
Cash received from sales of assets............................... 78 387 84
Capital expenditures............................................. (235) (210) (427)
Acquisitions..................................................... (29) (47) --
Acquisition funds held in escrow................................. (40) -- --
Other............................................................ (36) (82) (126)
----- ----- -----
Cash (used in) from investing activities......................... (262) 48 (469)
----- ----- -----
FINANCING ACTIVITIES
Issuances of long-term and convertible subordinated debt......... 375 917 815
Issuance of convertible preferred stock.......................... -- -- 195
Issuances of common stock........................................ 12 7 3
Repayment of debt................................................ (471) (1,179) (1,316)
Dividends paid................................................... (33) (41) (27)
Cash distributed to Marriott International....................... (272) - -
----- ----- -----
Cash used in financing activities................................ (389) (296) (330)
----- ----- -----
INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS...................................................... (222) 162 (247)
CASH AND CASH EQUIVALENTS, beginning of year....................... 325 163 410
----- ----- -----
CASH AND CASH EQUIVALENTS, end of year............................. $ 103 $ 325 $ 163
===== ===== =====

</TABLE>

See Notes to Consolidated Financial Statements.

F-6
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

DESCRIPTION OF BUSINESS

The structure of Host Marriott Corporation (the "Company," formerly
Marriott Corporation) was substantially altered on October 8, 1993 when the
Company distributed the stock of a wholly-owned subsidiary, Marriott
International, Inc. ("Marriott International") in a special dividend (see Note
2). The Company owns 127 lodging properties operated under Marriott brand names
and managed by Marriott International. The Company also holds minority interests
in various partnerships that own an additional 268 properties operated by
Marriott International. The Company's properties span several market segments,
including full service (Marriott Hotels, Resorts and Suites), moderate price
(Courtyard by Marriott), extended stay (Residence Inn by Marriott) and economy
(Fairfield Inn by Marriott). In addition, the Company owns 14 senior living
communities which are leased to Marriott International under long-term leases.

The Company also operates restaurants, gift shops and related facilities at
73 airports, on 14 tollroads (including 93 travel plazas) and at 42 tourist
attractions, stadiums and arenas. Many of the Company's concessions operate
under branded names.

The Company's financial statements include the results of operations and
cash flows of Marriott International through the Distribution Date (see Note 2).
Accordingly, the financial disclosures herein do not reflect the results of
operations of the Company as it now exists.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its subsidiaries and controlled affiliates. Investments in 50% or less owned
affiliates over which the Company has the ability to exercise significant
influence are accounted for using the equity method. The Company's equity in net
losses of these affiliates is included in corporate expenses. All material
intercompany transactions and balances have been eliminated. Certain prior year
amounts have been reclassified to conform with the 1993 presentation.

In late 1992, the Board of Directors approved the special dividend of
Marriott International stock (see Note 2). Marriott International's results of
operations through the Distribution Date included in the accompanying
consolidated financial statements consist of the following:

Sales......................... $ 5,555 $ 6,971 $ 6,707
Operating Costs and Expenses.. (5,283) (6,645) (6,385)
Corporate Expenses............ (46) (67) (72)
Net Interest Expense.......... (15) (22) (20)
------- ------- -------
Income Before Income Taxes.... $ 211 $ 237 $ 230
======= ======= =======

</TABLE>

F-7
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

FISCAL YEAR

The Company's fiscal year ends on the Friday nearest to December 31 for
U.S. operations and on November 30 for most non-U.S. operations. Fiscal 1993
and 1992, which ended December 31, 1993 and January 1, 1993, respectively,
include 52 weeks. Fiscal 1991, which ended January 3, 1992, includes 53 weeks.

REVENUES

Subsequent to the Distribution (see Note 2), Lodging revenues include house
profit from the Company's owned hotel properties, and Contract Services revenues
include sales of food, beverage and merchandise at various Host/Travel Plazas
locations and lease revenues from the Company's owned senior living communities.
House profit represents hotel operating results, less property-level expenses,
excluding depreciation, real and personal property taxes, ground rent, insurance
and management fees which are classified as operating costs and expenses.

Prior to the Distribution, Lodging revenues included room sales and food
and beverage sales at both owned and managed hotel properties, franchise fees
for franchised hotel properties, and sales of timeshare units. Contract
Services revenues included sales of food, beverages and merchandise at various
Host/Travel Plazas locations as well as contract revenue from various facility
management contracts, distribution service revenues and sales from senior living
communities. In 1993, revenues related to Marriott International are included
in profits from operations distributed to Marriott International in the
accompanying statement of income.

Prior to the Distribution, the Company operated 388 hotels under long-term
management agreements whereby payments to owners were based primarily on hotel
profits. Working capital and operating results of managed hotels operated with
the Company's employees were consolidated because the operating responsibilities
associated with such hotels were substantially the same as those for owned and
leased hotels. The consolidated financial statements include the following
amounts related to managed hotels: current assets and current liabilities of
$246 million at January 1, 1993; sales of $2,276 million in 1993, $2,896 million
in 1992, and $2,809 million in 1991; and operating expenses, including payments
to owners, of $2,148 million in 1993, $2,721 million in 1992, and $2,616 million
in 1991.

INTERNATIONAL OPERATIONS

The consolidated statements of income include the following amounts related
to non-U.S. subsidiaries and affiliates; sales of $258 million in 1993
(including $223 million related to Marriott International), $355 million in
1992, and $329 million in 1991; and income before income taxes of $26 million in
1993, $24 million in 1992, and $26 million in 1991. International sales and
income before income taxes, subsequent to the Distribution, were not material.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost, including interest, rent and
real estate taxes incurred during development and construction. Replacements
and improvements are capitalized.

Depreciation is computed using the straight-line method over the estimated
useful lives of the assets, generally 40 years for buildings and three to 10
years for furniture and equipment. Leasehold improvements are amortized over
the shorter of the asset life or lease term.

Gains upon the sales of properties are recognized at the time of sale or
deferred to the extent required by generally accepted accounting principles.
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 lodging
properties, the Company assesses impairment based on whether the net realizable
value (estimated sales price less costs of disposal) of each individual property
to be sold is less than the net book value. A lodging property is considered to
be held for sale when the company has

F-8
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

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
their net book value.

PRE-OPENING COSTS

Costs of an operating nature incurred prior to opening of lodging and
senior living service properties are deferred and amortized over three years.

SELF-INSURANCE PROGRAMS

Prior to the Distribution Date (see Note 2), the Company was self-insured
for certain levels of general liability, workers' compensation and employee
medical coverage. Estimated costs of these self-insurance programs were accrued
at present values of projected settlements for known and anticipated claims.
The Company discontinued its self-insurance program for claims arising
subsequent to the Distribution Date. The self-insurance claims arising prior to
the Distribution Date continue to be administered by Marriott International.

EARNINGS PER COMMON SHARE

Earnings per common share are computed on a fully diluted basis by dividing
net income available for common stock by the weighted average number of
outstanding common and common equivalent shares, plus other potentially dilutive
securities, aggregating 121.3 million in 1993, 106.5 million in 1992, and 101.5
million in 1991.

During 1993, the Company issued 1.8 million common shares to former holders
of certain Senior Notes and debentures of the Company as part of the Exchange
Offer (see Note 2), 10.9 million common shares to former holders of the
Company's preferred stock and, during 1993 and subsequent to year-end, 9.0
million common shares to holders of the LYONs notes upon their conversion (see
Note 10). Supplemental earnings per share, giving effect to the transactions
discussed above as if they had occurred as of the first day of the period
presented was $.42 and $.74 for the fiscal years ended December 31, 1993 and
January 1, 1993, respectively. Weighted average shares outstanding, giving
effect to the transactions discussed above as if they had occurred as of the
first day of the period presented, were 138 million and 128 million for the
fiscal years ended December 31, 1993 and January 1, 1993, respectively.

CASH AND CASH EQUIVALENTS

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

INTEREST RATE SWAP AGREEMENTS

The Company has entered into interest rate swap agreements to diversify a
portion of its debt to a variable rate basis. The interest rate differential to
be paid or received on interest rate swap agreements is accrued as interest
rates change and is recognized as an adjustment to interest expense.

NEW STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS

The Company is required to adopt Statements of Financial Accounting
Standards ("SFAS") No. 112, "Employers' Accounting for Postemployment Benefits,"
and SFAS No. 115, "Accounting for Certain Investments in Debt and Equity
Securities," no later than its fiscal year ending December 30, 1994. The
Company is also required to adopt SFAS No. 114, "Accounting by Creditors for
Impairment of a Loan," no later than its fiscal year ending December 29, 1995.
Application of these statements will not have any material effect on the
Company's consolidated financial statements.

F-9
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

2. THE DISTRIBUTION

On October 8, 1993 (the "Distribution Date"), Marriott Corporation
distributed, through a special tax-free dividend (the "Distribution"), to
holders of Marriott Corporation's common stock (on a share-for-share basis),
approximately 116.4 million outstanding shares of common stock of an existing
wholly-owned subsidiary, Marriott International, resulting in the division of
Marriott Corporation's operations into two separate companies. The distributed
operations included the former Marriott Corporation's lodging management,
franchising and resort timesharing operations, senior living service operations,
and the institutional food service and facilities management business. The
Company retained the former Marriott Corporation's airport and tollroad food,
beverage and merchandise concessions operations, as well as most of its real
estate properties. Effective at the Distribution Date, Marriott Corporation
changed its name to Host Marriott Corporation. Subsequent to the Company's
announcement in late 1992 of the planned Distribution, the Company recorded a
reserve of $21 million, representing management's best estimate, at that time,
of the anticipated costs to complete the Distribution. During 1993, the Company
recognized an additional $13 million of charges based on management's revised
estimate of the ultimate cost of completing the Distribution. The costs include
$30 million payable to attorneys, investment bankers, consultants and financial
institutions, and $4 million in employee compensation awards. The Company
expects substantially all of the unpaid costs at December 31, 1993 to be paid
during 1994. The other notes to the financial statements discuss further the
agreements and events relating to the Distribution.

In connection with the Distribution, the Company completed an exchange
offer ("Exchange Offer") pursuant to which holders of Senior Notes in an
aggregate principal amount of approximately $1.2 billion ("Old Notes") exchanged
such Old Notes for a combination of (i) cash, (ii) common stock and (iii) New
Notes ("New Notes") issued by an indirect wholly-owned subsidiary of the
Company, Host Marriott Hospitality, Inc. ("Hospitality"). The coupon and
maturity date for each series of New Notes is 100 basis points higher and four
years later, respectively, than the series of Old Notes for which it was
exchanged (except that the maturity of the New Notes issued in exchange for the
Series L Senior Notes due 2012 was shortened by five years). The Company has
redeemed all of the old Series F Senior Notes that did not tender in the
Exchange Offer, and has secured the old Series I Notes equally and ratably with
the New Notes issued in the Exchange Offer. The Exchange Offer was treated as
an extinguishment of debt and, accordingly, the Company recognized an
extraordinary loss of $5 million, net of taxes of $4 million.

In connection with the Exchange Offer, the Company effected a restructuring
(the "Restructuring"). As a result of the Restructuring, the Company's primary
asset is the capital stock of a wholly-owned subsidiary, HMH Holdings, Inc.
("Holdings"). Holdings' primary asset is the capital stock of Hospitality, and
Holdings is the borrower under a Revolving Line of Credit with Marriott
International. In the Restructuring, most of the Company's real estate and
operating assets were transferred to subsidiaries of Hospitality. Certain
assets relating to such businesses (the "retained business") were retained
directly by the Company and certain of its other subsidiaries (the "retained
business subsidiaries"). In addition, HMC Ventures, Inc. ("HMC Ventures") was
created as an unrestricted subsidiary that was capitalized subsequent to year-
end with approximately $50 million from recent asset dispositions.

The following condensed unaudited pro forma income statement data for the
Company is presented as if the Distribution, Exchange Offer and Restructuring
had occurred at the beginning of each period shown, and the unaudited pro forma
balance sheet data (the 1993 amounts represent historical data) is presented as
if the same transactions had occurred at the end of the fiscal year shown. This
pro forma data has been presented for informational purposes only. It does not
purport to be indicative of the results which may occur in the future.

<TABLE>
<CAPTION>
1993 1992
-------- --------
(in millions)
<S> <C> <C>

Revenues................................................. $1,354 $1,198
Operating profit before corporate expenses and interest.. 122 138
Loss before extraordinary item and accounting changes.... (60) (37)
Property and equipment................................... 3,026 2,689

</TABLE>

F-10
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

<TABLE>
<S> <C> <C>
Total assets............................................. 3,893 3,723
Debt (including LYONs)................................... 2,499 2,455
Shareholders' equity..................................... 505 363
</TABLE>

3. PROPERTY AND EQUIPMENT

Property and equipment consists of the following:
<TABLE>
<CAPTION>
1993 1992
------- -------
(in millions)
<S> <C> <C>

Land and land improvements...................... $ 432 $ 776
Buildings and leasehold improvements............ 2,707 2,550
Furniture and equipment......................... 585 899
Construction in progress........................ 151 133
------ ------
3,875 4,358
Less accumulated depreciation and amortization.. (849) (897)
------ ------
$3,026 $3,461
====== ======
</TABLE>

Interest cost capitalized in connection with the Company's development and
construction activities totaled $11 million in 1993, $14 million in 1992, and
$55 million in 1991.

Most hotels developed by the Company since the early 1980s were reported as
assets held for sale prior to 1992. In early 1992, the Company decided it was
no longer appropriate to view sales of lodging properties, subject to operating
agreements, as a primary means of long-term financing. Accordingly, the Company
discontinued classification of these properties (with an aggregate carrying
value of approximately $1,150 million at that time) as assets held for sale.

Following discussions with the Staff of the Securities and Exchange
Commission, the Company agreed in the second quarter of 1993 to change its
method of determining net realizable value of assets reported as held for sale.
The Company previously determined net realizable value of such assets on a
property-by-property basis in the case of full service hotels, resorts and
suites, and on an aggregate basis, by hotel brand, in the case of Courtyard
hotels, Fairfield Inns and Residence Inns. Beginning in the second fiscal
quarter of 1993 and thereafter, under the Company's new accounting policy, net
realizable value of all assets held for sale is determined on a property-by-
property basis. The after-tax cumulative effect of this change on periods prior
to the second quarter of 1993 of $32 million is reflected as a cumulative effect
of a change in accounting for assets held for sale in the accompanying
consolidated statement of income for the fiscal year ended December 31, 1993.
The reduction in the annual depreciation charge as a result of this change did
not have a material effect on results of operations.

The following amounts have been adjusted to show the pro forma effect of
this change had the new accounting policy been applied in prior years. There is
no pro forma impact on the results for 1993. All amounts are in millions,
except per common share amounts.

Amounts previously reported:
Net income.................................. $ 85 $ 82
===== =====

Earnings per common share (fully diluted)... $ .64 $.80
===== =====

Pro forma amounts assuming the new method
of determining net realizable value had
been applied in prior years:
</TABLE>

F-11
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

<TABLE>
<S> <C> <C>
Net income..................................... $ 85 $ 71
===== =====

Earnings per common share (fully diluted)...... $ .64 $.69
===== =====
</TABLE>

During the fourth quarter of 1993, the Company engaged in formal
negotiations to sell the majority of its Fairfield Inns and executed a letter of
intent in January 1994. In the fourth quarter of 1993, the Company considered
these hotels as held for sale and recorded a pre-tax charge to earnings of $11
million to write-down the carrying value of 15 such properties to their
individual estimated net realizable value. Although these individual hotels had
an indicated net realizable value below their carrying value, the proposed
transaction is expected to result in an aggregate gain.

4. INVESTMENTS IN AFFILIATES

Investments in affiliates consist of the following:

<TABLE>
<CAPTION>
Ownership
Interests 1993 1992
---------- ----- -----
<S> <C> <C> <C>
(in millions)
Equity investments
Times Square Hotel Company, owner of the New York
Marriott Marquis hotel................................. See Below $ -- $ 62
Other hotel partnerships which own 48 Marriott Hotels,
120 Courtyard hotels, 50 Residence Inns and
50 Fairfield Inns operated by Marriott
International, Inc..................................... 1%--50% 31 32
Other................................................... 20%--50% -- 57
Receivables.............................................. -- 180 230
----- -----
$ 211 $ 381
===== =====
</TABLE>

Hotel properties owned by affiliates generally were acquired from the
Company in connection with limited partnership offerings. The Company or one of
its subsidiaries typically serve as a general partner of each partnership and
the hotels are operated under long-term agreements by Marriott International.
Included in the 48 Marriott hotels owned by affiliates is the Company's 49%
interest in one international hotel, in Budapest, Hungary.

At year-end, the Company owned a 50% interest in Times Square Hotel Company
("TSHCO"), the owner of the New York Marriott Marquis, and held security
interests in an additional 39% of the partnership interests as collateral for
loans made to certain partners. The partners were in default on the loans and
the Company, for accounting purposes, realized an in-substance foreclosure of
their partnership interests. In early 1994, the Company foreclosed on a 29%
interest and finalized arrangements to transfer another 7% interest to the
Company. In 1993, the Company began reporting substantially all the losses of
TSHCO and on December 31, 1993 began consolidating TSHCO. The Company's balance
sheet has been impacted by an increase in debt and other long-term liabilities
of approximately $451 million, and a corresponding increase in assets
(principally property and equipment).

Of the $451 million of long-term liabilities of TSHCO, $375 million
represents a non-recourse first mortgage loan, $27 million represents a non-
recourse second mortgage loan, and $49 million represents non-recourse deferred
ground rent and related accrued interest. The first mortgage loan matured
December 7, 1993 and a preliminary agreement has been reached for the extension
of the loan for a term of five years, which is subject to final approval of the
lenders and completion of definitive documentation. The preliminary agreement
calls for a paydown of the loan by $37 million at, or before, closing. However,
there can be no assurance that a final agreement will be reached and that the
loan will not enter into default.

F-12
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

In December 1993, the Company sold its 15% interest in the partnership
owning the Boston Copley Marriott Hotel for $10.4 million.

In 1993, the Company sold portions of its equity interests in Residence
Inns USA partnership for $31 million. These sales reduced the Company's
ownership by the fourth quarter of 1993 to 16.6% and allowed the Company to be
released from certain debt guarantee obligations. Accordingly, the Company is no
longer consolidating the partnership and has removed the $64 million of debt and
$96 million of property, plant and equipment from its consolidated balance sheet
at December 31, 1993. A gain on this transaction totalling $12 million was
deferred and is being amortized over three years.

In the fourth quarter of 1993, a Company-owned addition to a hotel owned by
a partnership in which the Company is a general partner was taken through
foreclosure by the hotel's lender. The Company's investment in the addition was
written off at that time.

The Company recorded a net gain of $4 million in 1993 as a result of the
aforementioned affiliate transactions.

The Company's equity in three affiliates exceeded its proportionate share
of net assets by $17 million at December 31, 1993. This excess is being
amortized over the estimated useful lives of the related assets.

Receivables from affiliates are reported net of reserves of $196 million at
December 31, 1993 and $266 million at January 1, 1993. Receivables from
affiliates at December 31, 1993 included a $154 million mortgage note at 9%
which amortizes through 2003, and net debt service and other advances totalling
$20 million which are generally secured by subordinated liens on the properties.
The Company has committed to advance additional amounts to affiliates, if
necessary, to cover certain debt service requirements and has accrued $7 million
in connection therewith. Such commitments are limited, in the aggregate, to an
additional $271 million at December 31, 1993. Net amounts funded under these
commitments totalled $14 million in 1993 and $22 million in 1992.

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

<TABLE>
<CAPTION>
1993 1992 1991
------ ------ ------
(in millions)
<S> <C> <C> <C>
Management fees, net of direct costs.. $ 67 $ 82 $ 81
Ground rental income.................. 14 19 18
Interest income....................... 16 16 19
Equity in net losses.................. (27) (24) (21)
----- ----- -----
$ 70 $ 93 $ 97
===== ===== =====
</TABLE>

Combined summarized balance sheet information for the Company's affiliates
follows:

<TABLE>
<CAPTION>
1993 1992
------ ------
<S> <C> <C>
(in millions)

Current assets......................... $ 166 $ 204
Non-current assets..................... 3,649 4,589
Current liabilities.................... 1,005 1,464
Long-term debt, principally mortgages.. 2,858 3,162
Other long-term liabilities............ 729 694

</TABLE>

F-13
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Combined summarized operating results reported by these affiliates follow:

<TABLE>
<CAPTION>
1993 1992 1991
-------- -------- --------
(in millions)
<S> <C> <C> <C>

Sales................................................. $ 1,857 $ 1,900 $ 1,855
Operating expenses, including depreciation and other
noncash charges of $299 million in 1993, and
$347 million in 1992 and 1991........................ (1,936) (2,082) (2,076)
------- ------- -------
$ (79) $ (182) $ (221)
======= ======= =======
</TABLE>

5. INTANGIBLE ASSETS

Intangible assets consist of the following:

<TABLE>
<CAPTION>
1993 1992
------- -------
(in millions)
<S> <C> <C>
Goodwill............................................ $ 9 $ 147
Contract rights and other........................... 21 14
Marriott Management Services contracts.............. - 366
Hotel management and franchise agreements........... - 107
----- -----
30 634
Less accumulated amortization....................... (5) (182)
----- -----
$ 25 $ 452
===== =====
</TABLE>

The Company's intangible assets at December 31, 1993 primarily arose from
purchase business combinations and are being amortized on a straight-line basis
over periods of five to 40 years. The Marriott Management Services contracts,
hotel management and franchise agreements, and most of the goodwill were
distributed to Marriott International on the Distribution Date. Amortization
expense totaled $26 million in 1993 and $33 million in 1992 and 1991.

6. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS

1993 1992
----- -----
<S> <C> <C>
(in millions)
Other Current Assets
Current deferred income taxes......................... $ 45 $ 159
Escrow deposit........................................ 40 -
Other................................................. 25 90
----- -----
$ 110 $ 249
===== =====

Other Current Liabilities
Casualty insurance.................................... $ 17 $ 89
Accrued interest...................................... 41 50
Other................................................. 52 295
----- -----
$ 110 $ 434
===== =====
</TABLE>
7. INCOME TAXES

The Company adopted Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("SFAS 109"), during the first quarter of 1993.
Prior to such adoption, the Company deferred the past tax effects of timing
differences between amounts recorded for financial reporting purposes and
taxable income. SFAS 109 requires the recognition of deferred tax assets and
liabilities equal to the expected future tax consequences of temporary
differences.

F-14
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

The $30 million cumulative credit resulting from this change in accounting
principle has been reflected as a cumulative effect of a change in accounting
for income taxes in the consolidated statements of income. Adjustments to the
carrying values of certain assets and liabilities acquired in prior purchase
business combinations, required under SFAS 109, did not affect the Company's
income before income taxes for 1993.

Total deferred tax assets and liabilities at December 31, 1993 were as
follows (in millions):

<TABLE>
<CAPTION>
<S> <C>
Gross deferred tax assets $ 257
Less: Valuation allowance (22)
------
Net deferred tax assets 235
Gross deferred tax liabilities (677)
------
Net deferred income tax liability $ (442)
======
</TABLE>

The valuation allowance required under SFAS 109 primarily represents prior
purchase business combination tax credits ($17 million) and net operating loss
carryforwards (NOLs) ($4 million), the benefits of which were not previously
recorded, but which have been recorded under SFAS 109 as deferred tax assets
with an offsetting valuation allowance. Any subsequent reduction in the
valuation allowance related to the prior purchase business combination tax
credits and NOLs will be recorded as a reduction of income tax expense. There
was no change in the valuation allowance during 1993.

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, 1993 follows (in millions):

<S> <C>
Deferred tax gain........................... $ (90)
Reserves.................................... 150
Tax credit carryforwards.................... 50
Property and equipment...................... (199)
Investments in affiliates................... (279)
Safe harbor lease investments............... (109)
Other, net (including valuation allowance).. 35
-----
Net deferred income taxes................... $(442)
=====
</TABLE>

F-15
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

The provision for income taxes consists of:

<TABLE>
<CAPTION>
1993 1992 1991
------ ------ ------
(in millions)
<S> <C> <C> <C> <C> <C>

Current - Federal................ $ 57 $ 39 $ (2)
- State.................. 30 3 8
- Foreign................ 11 20 10
----- ----- -----
98 62 16
----- ----- -----
Deferred - Federal................ (16) (6) 38
- State.................. (10) 10 4
- Foreign................ - (1) 5
----- ----- -----
(26) 3 47
----- ----- -----
$ 72 $ 65 $ 63
===== ===== =====
</TABLE>

Prior to 1993, deferred income taxes resulted from timing differences in
the recognition of income and expenses for financial and tax reporting purposes.
Tax effects of these differences, as reported under the Company's previous
method of accounting for income taxes, consist of the following:

<TABLE>
<CAPTION>
1992 1991
------ ------
(in millions)
<S> <C> <C>

Depreciation.................................. $ (15) $ (3)
Capitalized interest.......................... 2 13
Partnership interests......................... 41 45
Purchased tax lease benefits.................. (4) (2)
Asset dispositions............................ (31) 38
Capitalized operations........................ -- (3)
Casualty claims............................... (17) (33)
Employee benefit plans........................ (2) (8)
Restructuring costs........................... 1 16
Other, net.................................... 28 (16)
----- -----
$ 3 $ 47
===== =====
</TABLE>

At December 31, 1993, the Company has net operating loss carryforwards of
$12 million which expire in 1997 through 2001. Additionally, the Company has
approximately $41 million of alternative minimum tax credit carryforwards which
do not expire, and $9 million of other tax credits which expire through 2007.

A reconciliation of the U.S. statutory tax rate to the Company's effective
income tax rate follows:

<TABLE>
<CAPTION>
1993 1992 1991
----- ----- -----
<S> <C> <C> <C>
Statutory federal tax rate...................... 35.0% 34.0% 34.0%
State income taxes, net of Federal tax benefit.. 10.1 6.4 5.7
Goodwill amortization........................... 1.4 1.8 1.9
Tax credits..................................... (2.9) (2.3) (3.1)
Additional tax on foreign source income......... 3.2 -- 2.2
Enacted tax rate increase....................... 5.1 -- --
Other, net...................................... 4.1 3.4 2.7
---- ---- ----
Effective income tax rate..................... 56.0% 43.3% 43.4%
==== ==== ====
</TABLE>

As part of the Distribution, the Company and Marriott International entered
into a tax sharing agreement which reflects each party's rights and obligations
with respect to deficiencies and refunds, if any, of federal, state or other
taxes relating to the businesses of the Company and Marriott International prior
to the Distribution.

F-16
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Cash paid for income taxes, net of refunds received, was $64 million in
1993, $93 million in 1992, and $36 million in 1991.

8. LEASES

Future minimum annual rental commitments for all non-cancelable leases are
as follows:

<TABLE>
<CAPTION>
Capital Operating
Fiscal Year Leases Leases
- ----------- -------- ---------
(in millions)

<S> <C> <C>
1994.................................... $ 2 $ 129
1995.................................... 2 96
1996.................................... 2 91
1997.................................... 2 82
1998.................................... 1 79
Thereafter.............................. 13 524
--- ------
Total minimum lease payments............. 22 $1,001
======
Less amount representing interest........ (9)
---
Present value of minimum lease payments.. $13
===
</TABLE>

Certain of the leases included above relate to facilities used in the
discontinued 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 of $194 million payable
to the Company under noncancelable subleases.

The Company remains contingently liable at December 31, 1993 on certain
leases relating to divested properties. Such contingent liabilities aggregated
$195 million. However, management considers the likelihood of any substantial
funding related to these leases to be remote.

Rent expense consists of:

1993 1992 1991
----- ----- -----
(in millions)
<S> <C> <C> <C>
Minimum rentals on operating leases.............. $ 199 $ 195 $ 166
Additional rentals based on sales................ 87 88 80
Payments to owners of managed and leased hotels
based primarily on profits..................... 476 607 596
----- ----- -----
$ 762 $ 890 $ 842
===== ===== =====
</TABLE>

The Company leases its 14 owned senior living communities to Marriott
International for initial terms of 20 years, with renewal options covering an
additional 20 years. The leases require aggregate fixed rental payments of $28
million per year, with all of the communities open, and additional rentals equal
to 4.5% of certain annual revenues from operation of the communities in excess
of $72 million on a combined basis beginning in 1994.

F-17
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

9. LONG-TERM DEBT

Debt consists of the following:

<TABLE>
<CAPTION>
1993 1992
------ ------
(in millions)
<S> <C> <C>
New Senior Notes (New Notes), with an average rate
of 10.5% at December 31, 1993 maturing through 2011..................... $1,234 $ --
Old Senior Notes (Old Notes), with an average rate
of 9.0% at December 31, 1993 maturing through 2012...................... 143 1,868
Notes secured by $1,174 million of real estate assets, with an average
rate of 8.4% at December 31, 1993 maturing through 2012................. 799 485
Revolving Line of Credit, variable rate of 7.5% at
December 31, 1993 due 2008.............................................. 193 --
Other revolving loans.................................................... -- 175
Other notes, with an average rate of 3.8% at
December 31, 1993 maturing through 2017................................. 97 188
Capital lease obligations................................................ 13 37
------ ------
2,479 2,753
Less current portion..................................................... (400) (21)
------ ------
$2,079 $2,732
====== ======
</TABLE>
In connection with the Distribution, the Company entered into the Revolving
Line of Credit with Marriott International. Pursuant to the Revolving Line of
Credit, Holdings may borrow up to $630 million for certain permitted uses from
Marriott International through 2007, with all unpaid advances due August 31,
2008. Borrowings under the Revolving Line of Credit bear interest at LIBOR plus
4%, with any interest in excess of 10.5% per annum deferred. An annual fee of
one percent is charged on the unused portion of the commitment. The Revolving
Line of Credit is guaranteed by the Company and certain subsidiaries.

The Revolving Line of Credit imposes certain restrictions on the ability of
the Company and certain of its subsidiaries to incur additional debt, impose
liens or mortgages on their properties (other than various types of liens
arising in the ordinary course of business), extend new guarantees (other than
replacement guarantees), pay dividends, repurchase their common stock, make
investments and incur capital expenditures.

Hospitality is the issuer of the New Notes secured by a pledge of the stock
of, and guaranteed by, Holdings, Hospitality and certain of its subsidiaries.
The indenture governing these notes contains covenants that, among other things,
limit the ability of Hospitality to pay dividends and make other distributions
and restricted payments. It also limits the ability of Hospitality and its
subsidiaries to incur additional debt, create additional liens on their assets,
engage in certain transactions with related parties, enter into agreements which
restrict a subsidiary in paying dividends or making certain other payments and
limit the activities and businesses of Holdings. The net assets of Hospitality
at December 31, 1993 were $655 million, substantially all of which are
restricted.

The Company has available up to $125 million of first mortgage financing
from Marriott International for approximately 60% of the construction and
development costs of the Philadelphia Convention Center Hotel. As of December
31, 1993, the outstanding loans balance was approximately $40 million. The loan
bears interest at LIBOR plus 3% for the period ending two years after
construction. For the following 10 years, the loan bears interest at 10% per
annum with an additional 2% per annum deferred.

During 1993, the Company defeased $100 million of Old Series G Senior Notes
due in February 1994 for an amount substantially equal to its net carrying
value.

F-18
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

At December 31, 1993, the Company was party to $500 million aggregate
notional amount of interest rate exchange agreements with two financial
institutions and one investment bank (the contracting parties). Under these
agreements, the Company collects interest at fixed rates (average rate of 7.6%
at December 31, 1993), and pays interest based on specified floating interest
rates (average rate of 3.5% at December 31, 1993) through 1997. The Company
monitors the credit worthiness of its contracting parties by evaluating credit
exposure and referring to the ratings of widely accepted credit rating services.
The Standard and Poors' long-term debt ratings for the contracting parties are
all A- or better. The Company is exposed to credit loss in the event of non-
performance by the contracting parties to the interest rate swap agreements;
however, the Company does not anticipate non-performance by the contracting
parties.

Aggregate debt maturities at December 31, 1993, excluding capital lease
obligations, are (in millions):

<TABLE>
<CAPTION>
<S> <C>
1994...................................... $ 400 *
1995...................................... 134
1996...................................... 119
1997...................................... 36
1998...................................... 2
Thereafter................................ 1,775
------
$2,466
======
</TABLE>
____________

* Includes the outstanding balance of the TSHCO first mortgage loan
pending closing of the loan extension (see Note 4).

Cash paid for interest, net of amounts capitalized, was $214 million in
1993, $209 million in 1992, and $224 million in 1991.

Deferred financing costs, which are included in other assets, amounted to
$42 million and $32 million at December 31, 1993 and January 1, 1993,
respectively.

10. CONVERTIBLE SUBORDINATED DEBT

In June 1991, the Company issued $675 million (principal amount at
maturity) of zero coupon convertible subordinated debt in the form of Liquid
Yield Option Notes (LYONs) due 2006. Net proceeds from the LYONs issuance
approximated $200 million, representing a yield to maturity of 8.25% per annum.

Pursuant to the LYONs Allocation Agreement which was executed in connection
with the Distribution, Marriott International assumed 90% and the Company
retained 10% of the debt obligations evidenced by the LYONs. The LYONs were
convertible into 13.277 shares of the Company common stock and 13.277 shares of
Marriott International common stock for each $1,000 principal amount of LYONs.

On December 13, 1993, the Company initiated a call of the LYONs to be
redeemed on January 25, 1994. Substantially all of the LYONs' holders elected
to convert their LYONs into the Company's common stock and Marriott
International common stock prior to the redemption. LYONs were converted into
8.3 million shares of the Company's common stock through December 31, 1993.
Subsequent to year-end, substantially all of the remaining LYONs were converted
into .7 million additional shares of the Company's common stock.

F-19
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

11. SHAREHOLDERS' EQUITY

Three hundred million shares of common stock, with a par value of $1 per
share, are authorized, of which 129.7 million and 105.0 million were issued as
of December 31, 1993 and January 1, 1993, respectively. One million shares of
preferred stock, without par value, are authorized, of which 286 (equivalent to
286,000 depositary shares) were issued as of December 31, 1993. Additional
paid-in capital at December 31, 1993 includes deferred compensation credits of
$10 million.

In December 1991, the Company issued four million non-voting depositary
shares, each representing 1/1000th share of 8.25% Series A cumulative
convertible preferred stock (no par value) for net proceeds totaling $195
million. Each depositary share was convertible at any time at the option of the
holder into approximately 2.87 shares of common stock. In September 1993,
approximately 92% or 3.7 million depositary shares were converted into 10.6
million shares of Company common stock. As a result, holders of the common
shares issued upon conversion participated in the Distribution. On September
30, 1993, the Company's Board of Directors adjusted the conversion rate of the
Company's remaining depositary shares to reflect the Distribution. Each
depositary share is currently convertible at any time at the option of the
holder into 19.16 shares of common stock of the Company. Dividends, if
declared, are payable quarterly. The Company intends to pay dividends only to
the extent of earnings, and the Company did not pay a dividend in the fourth
quarter of 1993. Beginning on January 15, 1996, the Series A preferred stock is
redeemable, in whole or in part, at the Company's option, at $52.48 per
depositary share, declining ratably to $50 per depositary share in 2002, plus
accrued and unpaid dividends to the redemption date.

In February 1989, the Board of Directors adopted a shareholder rights plan
under which a dividend of one preferred stock purchase right was distributed for
each outstanding share of the Company's common stock to shareholders of record
on February 20, 1989. Each right entitles the holder to buy 1/1000th of a share
of a newly issued series of junior participating preferred stock of the Company
at an exercise price of $150 per share. The rights will be exercisable 10 days
after a person or group acquires beneficial ownership of 20% or more of the
Company's common stock, or begins a tender or Exchange Offer for 30% or more of
the Company's common stock. Shares owned by a person or group on February 3,
1989 and held continuously thereafter are exempt for purposes of determining
beneficial ownership under the rights plan. The rights are nonvoting and will
expire on February 2, 1999, unless exercised or previously redeemed by the
Company for $.01 each. If the Company is involved in a merger or certain other
business combinations not approved by the Board of Directors, each right
entitles its holder, other than the acquiring person or group, to purchase
common stock of either the Company or the acquirer having a value of twice the
exercise price of the right.

In connection with the class action settlement, the Company has agreed to
issue warrants to purchase up to 7.7 million shares of the Company's common
stock (see Note 17).

F-20
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

12. EMPLOYEE STOCK PLANS

Total shares of common stock reserved under employee stock plans at
December 31, 1993 are:

<TABLE>
<CAPTION>
(in millions)
<S> <C>
Comprehensive plan........................ 22.9
Employee stock purchase plan.............. 3.8
------
26.7
======
</TABLE>

Under the comprehensive stock plan (the "comprehensive plan"), the Company
may award to participating employees (i) options to purchase the Company's
common stock, (ii) deferred shares of the Company's common stock and (iii)
restricted shares of the Company's common stock. In addition, the Company has
an employee stock purchase plan (the "stock purchase plan"). The principal
terms and conditions of the two plans are summarized on the following page.

Employee stock options may be granted to officers and key employees at not
less than fair market value on the date of grant. Option granted before May 11,
1990 expire 10 years after the date of grant and nonqualified options granted on
or after May 11, 1990 expire up to 15 years after the date of grant. Most
options vest ratably over each of the first four years. In connection with the
Distribution, the Company 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 the common stock of the two companies.
Therefore, the options outstanding at December 31, 1993 reflect these revised
exercise prices. Option activity is summarized as follows:

<TABLE>
<CAPTION>
Number of Option Price
Shares Per Share
---------- ------------
(in millions)
<S> <C> <C>

Balance at December 28, 1990...... 12.9 $ 7 - 39
Granted........................... 3.3 16
Exercised......................... (.5) 7 - 20
Canceled.......................... (1.2) 9 - 39
----

Balance at January 3, 1992........ 14.5 7 - 39
Granted........................... 3.2 15 - 19
Exercised......................... (.8) 7 - 18
Canceled.......................... (1.2) 8 - 37
----
Balance at January 1, 1993........ 15.7 8 - 39
Granted........................... 1.2 8 - 26
Exercised......................... (2.3) 2 - 29
Canceled.......................... (1.0) 2 - 39
----
Balance at December 31, 1993...... 13.6 2 - 8
====
Exercisable at December 31, 1993.. 7.6
====
</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. Deferred stock incentive plan shares granted
in 1990 and prior years generally vest in annual installments commencing one
year after the date of grant and continuing until retirement. Employees also
could elect to forfeit one-fourth of their deferred stock incentive plan award
in exchange for accelerated vesting over a 10-year period. The Company accrues
compensation expense for the fair market value of the shares on the date of
grant, less estimated forfeitures. In 1993, 1992 and 1991, 489,000, 671,000 and
1,180,000 shares were granted, respectively, under this plan.

In 1993, restricted stock plan shares under the comprehensive plan were
issued to officers and key executives and will be distributed over the next
three to five years in annual installments based on continued employment and the
attainment

F-21
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

of certain performance criteria. The Company 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
the stock. Prior to 1993, restricted stock shares were issued to officers and
key employees and are distributed over 10 years in annual installments, subject
to certain prescribed conditions including continued employment. The Company
recognizes compensation expense on these pre-1993 awards over the restriction
period equal to the fair market value of the shares on the date of issuance.
The Company issued 3,537,000, 32,000 and 40,000 shares under these plans in
1993, 1992 and 1991, respectively.

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

13. PROFIT SHARING PLANS 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. Company contributions are determined
annually by the Board of Directors, and totaled $20 million for 1993, $25
million for 1992, and $24 million for 1991.

The Company provides medical benefits to a limited number of retired
employees meeting restrictive eligibility requirements. The Company's adoption
of Statement of Financial Accounting Standards No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions" during 1992 did not have any
material effect.

14. HOST/TRAVEL PLAZAS RESTRUCTURING

In November 1993, the Company's Host/Travel Plazas Business announced a
plan to redesign its operations structure to improve the effectiveness and
competitiveness of the business. Implementation of the new structure is expected
to be completed in the first quarter of 1994. The Company will incur costs of
approximately $7 million, principally for severance, relocation, and the closing
of certain offices. The Company took a restructuring charge in the fourth
quarter of 1993 to reflect these costs.

15. DISPOSITIONS

During the fourth quarter of 1993, the Company realized proceeds of
approximately $42 million on the disposition of two preferred stock investments.

In February 1992, the Company sold 13 Courtyard hotels for $146 million in
a sale/leaseback transaction. The Company also sold seven full service hotels in
1992, for total proceeds of $200 million. Pre-tax gains on these full service
hotel sales of approximately $15 million were offset by adjustments to
previously established reserves, resulting in no net gain or loss.

In 1992 and 1991, the Company sold with recourse certain timeshare notes
receivable taken by its vacation resorts division in connection with the sale of
timesharing units. Net proceeds from these transactions totaled $34 million in
1992 and $73 million in 1991.

During 1991, the Company sold four Courtyard hotels to the Marriott
Corporation Employees' Profit Sharing, Retirement and Savings Plan and Trust for
total proceeds of $33 million. As a result of the Distribution, Marriott
International currently operates these hotels under a long-term agreement.

In December 1989, the Company announced a decision to sell its fast food
and family restaurant operations. A pre-tax provision of $61 million was
recorded at that time to reduce restaurant assets to net realizable value, and
to provide for

F-22
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

other costs related to the discontinuance of these businesses. In April 1990,
the Company sold its Roy Rogers fast food restaurant division to Hardee's Food
Systems, Inc. for $365 million in cash, plus the assumption of certain
liabilities by the buyer. Sale proceeds were reported as a reduction of the
Company's remaining investment in restaurant properties held for sale. The
Company sold 10 family restaurants in 1993, 203 in 1992 and 138 in 1991 for cash
proceeds of $4 million, $23 million and $43 million, respectively.

16. RELATIONSHIP WITH MARRIOTT INTERNATIONAL

In connection with the Distribution, the Company and Marriott International
have entered into various agreements which provide, among other things, that (i)
lodging properties owned by the Company as of the Distribution Date will be
managed by Marriott International under agreements with initial terms of 20
years and which are subject to renewal at the option of Marriott International
for up to three additional 10-year terms, (ii) the Company will lease its owned
senior living communities to Marriott International (see Note 8), (iii) Marriott
International will guarantee the Company's performance in connection with
certain loans and other obligations, (iv) the Company can borrow up to $630
million for certain permitted uses under the Revolving Line of Credit and up to
$125 million of first mortgage financing for construction of the Philadelphia
Convention Center Hotel (see Note 9) and (v) Marriott International assumes 90%
of the LYONs obligation (see Note 10).

From the Distribution Date through December 31, 1993, the Company paid to
Marriott International $5 million in lodging management fees, $5 million in
interest and commitment fees under the Revolving Line of Credit and Philadelphia
Convention Center Hotel mortgage, and $3 million under the various transitional
services agreements, and earned $5 million under the senior living community
leases during 1993. The Company purchased $14 million of food and supplies in
1993, after the Distribution Date, from affiliates of Marriott International.

Additionally, Marriott International has the right to purchase up to 20% of
the voting stock of the Company if certain events involving a change in control
of the Company occur. Marriott International also has the right of first offer
if the Company decides to sell the Host/Travel Plazas Business.

17. LITIGATION

In March 1993, the Company reached agreement in principle (the "class
action settlement") with certain holders and recent purchasers of the Company's
Old Notes, who had either instituted or threatened litigation in response to the
Distribution. In August 1993, the United States District Court approved the
settlement with the members of certain classes of the Company's holders and
recent purchasers of the Senior Notes.

A group of bond holders, purported to have at one time owned approximately
$120 million of Senior Notes, and another group purporting to hold approximately
$7.5 million of Senior Notes, have opted out of the settlement. The two groups
allege that laws had been violated in connection with the sale by the Company of
certain series of its Senior Notes and debentures and claim damages of
approximately $30 million. The Company believes the claims are without merit
and that the ultimate outcome of such litigation pursued by those who opted out
of the settlement will not have a material effect on the financial condition or
results of operations of the Company.

The class action settlement included a settlement for the benefit of
certain persons who sold Senior Notes of the Company after October 5, 1992, the
date on which the planned Distribution was publicly announced and, therefore,
were not in position to participate in the Exchange Offer. In connection with
this settlement, the Company has agreed to issue warrants to purchase up to 7.7
million shares of Host Marriott common stock. Such warrants would be exercisable
for five years from the Distribution Date, at $8.00 per share during the first
three years and $10.00 per share during the last two years.

F-23
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

18. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

<TABLE>
<CAPTION>
As of December 31, 1993 As of January 1, 1993
----------------------- ---------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------------ --------- ----------- --------
<S> <C> <C> <C> <C>
(in millions)
FINANCIAL ASSETS
Receivables from affiliates.......... $ 185 $ 183 $ 263 $ 185
Notes receivable and other........... 150 232 316 423
FINANCIAL LIABILITIES
Debt................................. 2,466 2,470 2,701 2,628
OTHER FINANCIAL INSTRUMENTS
Affiliate debt service commitments... -- 5 -- 5
Interest rate swap agreements........ -- 33 -- 24
</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 values of current assets and current
liabilities, the Revolving Line of Credit and other notes are assumed to be
equal to their carrying value. Senior Notes are valued based on quoted market
prices.

The Company is contingently liable under various guarantees of obligations
of certain affiliates (affiliate debt service commitments) with a maximum
commitment of $271 million at December 31, 1993 and $328 million at January 1,
1993. A fair value is assigned to commitments with expected future fundings.
The fair value of the commitments represents the net expected future payments
discounted at risk-adjusted rates. Such payments are accrued on an undiscounted
basis.

The fair value of interest rate swap agreements is based on the estimated
amount the Company would receive to terminate the swap agreements. The
aggregate notional amount of the agreements was $500 million and $627 million at
December 31, 1993 and January 1, 1993, respectively.

19. BUSINESS SEGMENTS

1993 1992 1991
------ ------ ------
(in millions)
<S> <C> <C> <C>
Identifiable assets
Lodging............................. $2,588 $3,536 $3,952
Contract Services................... 839 1,886 1,839
Corporate........................... 466 880 592
------ ------ ------
3,893 6,302 6,383
Discontinued operations............. -- 44 126
------ ------ ------
$3,893 $6,346 $6,509
====== ====== ======
</TABLE>

F-24
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

<TABLE>

<S> <C> <C> <C>
Capital expenditures
Lodging....................... $129 $ 86 $256
Contract Services............. 99 118 159
Corporate..................... 7 4 7
---- ---- ----
235 208 422
Discontinued operations....... -- 2 5
---- ---- ----
$235 $210 $427
==== ==== ====
Depreciation and amortization
Lodging....................... $114 $131 $130
Contract Services............. 135 139 125
Corporate..................... 16 14 17
---- ---- ----
$265 $284 $272
==== ==== ====
</TABLE>

The Lodging segment is, subsequent to the Distribution, comprised of the
ownership business which includes the owned properties of Marriott Hotels,
Resorts and Suites, Courtyard hotels, Residence Inns and Fairfield Inns. Prior
to the Distribution, this segment also included the lodging management and
vacation ownership resort operations which were distributed to Marriott
International.

The Contract Services segment now consists of food, beverage and
merchandise operations at airports, on tollroads and at stadiums, arenas and
other attractions and owned senior living communities. The business units
providing food and facilities management services, operation of senior living
communities, and distribution services of food and related products were also
distributed to Marriott International.

The results of operations of the Company's business segments are reported
in the consolidated statement of income. Segment operating expenses include
selling, general and administrative expenses directly related to the operations
of the businesses, aggregating $61 million in 1993 (excluding $316 million
related to Marriott International), $457 million in 1992 and 1991. Gains and
losses resulting from the disposition of assets identified with each segment are
included in segment operating profit.

The following table presents detail of lodging segment revenues and
expenses:

<TABLE>
<CAPTION>
1993 (1) 1992 1991
--------- ------ -------
<S> <C> <C> <C>
(in millions)
Revenues
Rooms............................... $ 2,264 $2,843 $2,699
Food and Beverage................... 914 1,190 1,194
Other............................... 399 518 486
-------- ------ ------

$ 3,577 $4,551 $4,379
======== ====== ======

Expenses
Rooms............................... $ 535 $ 676 $ 628
Food and Beverage................... 709 917 915
Other............................... 2,052 2,620 2,511
-------- ------ ------
$ 3,296 $4,213 $4,054
======== ====== ======
</TABLE>

- --------------
(1) Includes revenues and expenses for the 1993 period prior to the
Distribution Date (40 weeks).

F-25
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

20. QUARTERLY FINANCIAL DATA

<TABLE>
<CAPTION>
1993
-----------------------------------------------------------------------
FIRST SECOND THIRD FOURTH FISCAL
QUARTER QUARTER QUARTER QUARTER YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
(unaudited, in millions, except per common share amounts)
<S> <C> <C> <C> <C> <C>
Sales...................................................... $ 395 $ 367 $ 575 $ 454 $ 1,791
Operating profit before profit of distributed operations,
corporate expenses and interest.......................... 26 40 77 13 156
Income (loss) before extraordinary item and cumulative
effect of accounting changes............................. 19 36 27 (25) 57
Net income (loss).......................................... 17 36 27 (30) 50
Dividends on preferred stock............................... (4) (4) -- -- (8)
Net income (loss) available for common stock............... 13 32 27 (30) 42
Income (loss) per common share:
Income (loss) before extraordinary item and cumulative
effect of accounting changes............................ .14 .29 .25 (.21) .40
Net income (loss)......................................... .12 .29 .25 (.25) .35

<CAPTION>
1992
-----------------------------------------------------------------------
FIRST SECOND THIRD FOURTH FISCAL
QUARTER QUARTER QUARTER QUARTER YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sales...................................................... $ 1,953 $ 2,036 $ 1,948 $ 2,785 $ 8,722
Operating profit before corporate expenses and interest.... 95 125 124 152 496
Net income................................................. 11 29 26 19 85
Dividends on preferred stock............................... (4) (4) (4) (5) (17)
Net income available for common stock...................... 7 25 22 14 68
Net income per common share................................ .07 .24 .21 .13 .64
</TABLE>

The first three quarters consist of 12 weeks each, and the fourth quarter
includes 16 weeks.

Fourth quarter 1993 results include pre-tax costs of $13 million and fourth
quarter 1992 results include pre-tax costs of $21 million related to the
Distribution (see Note 2). Also, fourth quarter 1993 results include a charge
of $11 million related to a write-down of lodging properties (see Note 3), a
charge of $7 millon related to the Host/Travel Plazas Business Restructuring
(see Note 14) and the extraordinary loss of $5 million (net-of-tax) on the
extinguishment of debt (see Note 2). As a result of the Distribution, Marriott
International's operations have been substantially eliminated from the fourth
quarter 1993 data.

The sum of the earnings (loss) per common share for the four quarters in
1993 and 1992 differs from the annual earnings per common share due to the
required method of computing the weighted average number of shares in the
respective periods.

The first and second quarter 1993 income and per share data have been
restated to reflect the cumulative effect of the change in accounting for assets
held for sale as if it had occurred in the first quarter of 1993 (see Note 3).
First quarter 1993 earnings per common share was also impacted by the Company's
accounting change for income taxes (see Note 7).

F-26
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

21. SUBSEQUENT EVENTS

On January 27, 1994, the Company completed the issuance of 20.1 million
shares of common stock for net proceeds of $231 million. HMC Acquisitions, Inc.
("HMC Acquisitions"), a newly-formed subsidiary, was capitalized with a portion
of the proceeds from the common stock offering. The amount used to capitalize
HMC Acquisitions and any earnings therefrom will be available for investment on
an unrestricted basis. HMC Acquisitions is a guarantor under the Revolving Line
of Credit.

F-27
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET

JUNE 17, 1994

(UNAUDITED, IN MILLIONS)

ASSETS
<TABLE>
<CAPTION>

<S> <C>
Property and Equipment.......................................... $ 2,950
Investments in Affiliates....................................... 221
Notes Receivable................................................ 69
Accounts Receivable............................................. 95
Inventories..................................................... 49
Other Assets.................................................... 233
Cash and Cash Equivalents....................................... 242
Investment in Short-term Marketable Securities.................. 90
-------
$ 3,949
=======

LIABILITIES AND SHAREHOLDERS' EQUITY

Debt
<S> <C>
Debt carrying a company guarantee of repayment................ $ 1,623
Debt not carrying a company guarantee of repayment............ 776
------
2,399

Accounts Payable and Accrued Expenses........................... 188
Deferred Income................................................. 18
Deferred Income Taxes........................................... 424
Other Liabilities............................................... 191
------
Total Liabilities.......................................... 3,220
------

Shareholders' Equity
Convertible Preferred Stock................................... 14
Common Stock, 300 million shares authorized; 152.4 million
shares issued............................................... 152
Additional Paid-in Capital.................................... 472
Retained Earnings............................................. 91
------
Total Shareholders' Equity................................. 729
------
$ 3,949
=======

</TABLE>
See Notes to Condensed Consolidated Financial Statements.

F-28
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Twenty-four weeks ended June 17, 1994 and June 18, 1993
(unaudited, in millions, except per common share amounts)

HISTORICAL
----------------------- PRO FORMA
1994 1993 1993
-------- ---- ---------
<S> <C> <C> <C>
REVENUES
Real estate group
Hotels....................................................... $ 150 $ 322 $ 120
Senior living communities.................................... 11 37 11
Net gains (losses) on property transactions.................. 3 2 2
----- ----- ---------
164 361 133
----- ----- ---------
Operating group
Airports..................................................... 325 306 306
Travel Plazas................................................ 121 118 118
Other........................................................ 50 40 40
----- ----- ---------
496 464 464
----- ----- ---------
Total revenues.............................................. 660 825 597
----- ----- ---------

OPERATING COSTS AND EXPENSES
Real estate group
Hotels....................................................... 87 265 71
Senior living communities.................................... 4 33 6
Other........................................................ 2 11 11
----- ----- ---------
93 309 88
----- ----- ---------
Operating group
Airports..................................................... 311 293 293
Travel Plazas................................................ 123 116 116
Other........................................................ 56 41 41
----- ----- ---------
490 450 450
----- ----- ---------
Total operating costs and expenses.......................... 583 759 538
----- ----- ---------

OPERATING PROFIT (LOSS)
Real estate group............................................. 71 52 45
Operating group............................................... 6 14 14
----- ----- ---------
Operating profit before corporate expenses, interest
and profit from distributed operations.................... 77 66 59
Corporate expenses............................................ (17) (14) (14)
Interest expense.............................................. (95) (95) (88)
Interest income............................................... 11 14 14
Profit from operations distributed to Marriott International.. - 129 -
----- ----- ---------

INCOME (LOSS) BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES.................... (24) 100 (29)
(Provision) benefit for income taxes.......................... 6 (45) 5
----- ----- ---------
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGES
IN ACCOUNTING PRINCIPLES...................................... (18) 55 $ (24)

Cumulative effect of a change in accounting for income taxes.. - 30
Cumulative effect of a change in accounting for assets held
for sale (net of income taxes of $22 million)............... - (32)
----- -----
NET INCOME (LOSS)............................................. (18) 53
Dividends on preferred stock.................................. - (8)
----- -----
NET INCOME (LOSS) AVAILABLE FOR COMMON STOCK.................. $ (18) $ 45
===== =====
EARNINGS (LOSS) PER COMMON SHARE:
INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF
CHANGES IN ACCOUNTING PRINCIPLES............................ $(.12) $.44 $(.21)
===== =========
Cumulative effect of a change in accounting for income taxes.. - .28
Cumulative effect of a change in accounting for assets held
for sale (net of income taxes).............................. - (.30)
----- -----

NET INCOME (LOSS)........................................... $(.12) $.42
===== =====
</TABLE>

F-29
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Twenty-four weeks ended June 17, 1994 and June 18, 1993

(unaudited, in millions)
<TABLE>
<CAPTION>

1994 1993
--------- --------
<S> <C> <C>

OPERATING ACTIVITIES
Net income (loss)................................... $ (18) $ 53
Adjustments to reconcile to cash from operations:
Depreciation and amortization..................... 82 132
Cumulative effect of changes in accounting
principles...................................... - 2
Income taxes...................................... (11) (10)
Other............................................. 8 4
Changes in operating accounts....................... (19) (5)
----- ------

Cash from operations................................ 42 176
----- ------

INVESTING ACTIVITIES
Proceeds from sales of assets....................... 201 25
Less noncash proceeds............................. - (1)
----- ------

Cash received from sales of assets.................. 201 24
Acquisitions........................................ (93) (29)
Capital expenditures for renewals and replacements.. (33) (34)
Lodging construction funded by project financing.... (29) -
Other capital expenditures........................ (38) (85)
Purchases of short-term marketable securities....... (90) --
Note receivable collections......................... 28 8
Other............................................... (4) (56)
----- ------

Cash used in investing activities................. (58) (172)
----- ------

FINANCING ACTIVITIES
Issuances of debt................................... 27 138
Issuances of common stock........................... 235 3
Scheduled principal repayments...................... (35) (116)
Prepayments of debt................................. (72) -
Dividends paid...................................... - (22)
----- ------

Cash from financing activities...................... 155 3
----- ------

INCREASE IN CASH AND CASH EQUIVALENTS............... $ 139 $ 7
===== ======
</TABLE>

F-30
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1. The accompanying condensed consolidated financial statements of Host Marriott
Corporation and subsidiaries (the "Company", formerly Marriott Corporation)
have been prepared by the Company without audit. Certain information and
footnote disclosures normally included in financial statements presented in
accordance with generally accepted accounting principles have been condensed
or omitted. The Company believes the disclosures made are adequate to make
the information presented not misleading. However, the condensed
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes thereto included in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1993.

In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements reflect all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial
position of Host Marriott Corporation and subsidiaries as of June 17, 1994
and December 31, 1993, and the results of operations for the twenty-four
weeks ended June 17, 1994 and June 18, 1993, and cash flows for the
twenty-four weeks ended June 17, 1994 and June 18, 1993. Interim results
are not necessarily indicative of fiscal year performance because of the
impact of seasonal and short-term variations.

2. On October 8, 1993 (the "Distribution Date"), Marriott Corporation
distributed, through a special tax-free dividend (the "Distribution"), to
holders of Marriott Corporation's common stock (on a share-for-share basis),
approximately 116.4 million outstanding shares of common stock of an existing
wholly-owned subsidiary, Marriott International, resulting in the division of
Marriott Corporation's operations into two separate companies. The
distributed operations included the former Marriott Corporation's lodging
management, franchising and resort timesharing operations, senior living
service operations, and the institutional food service and facilities
management business. Effective at the Distribution Date, Marriott
Corporation changed its name to Host Marriott Corporation.

In connection with the Distribution, the Company completed an exchange offer
("Exchange Offer") pursuant to which holders of senior notes and debentures
in an aggregate principal amount of approximately $1.2 billion ("Old Notes")
exchanged such Old Notes for a combination of (i) cash, (ii) common stock and
(iii) New Notes ("New Notes") issued by an indirect wholly-owned subsidiary
of the Company, Host Marriott Hospitality, Inc. ("Hospitality"). The coupon
and maturity date for each series of New Notes is 100 basis points higher and
four years later, respectively, than the series of Old Notes for which it was
exchanged (except that the maturity of the New Notes issued in exchange for
the Series L Senior Notes due 2012 was shortened by five years). The Company
redeemed all of the old Series F Senior Notes that did not tender in the
Exchange Offer, and secured the old Series I Notes equally and ratably with
the New Notes issued in the Exchange Offer.

In connection with the Exchange Offer, the Company effected a restructuring
(the "Restructuring"). As a result of the Restructuring, the Company's
primary asset is the capital stock of a wholly-owned subsidiary, HMH
Holdings, Inc. ("Holdings"). Holdings' primary asset is the capital stock of
Hospitality, and Holdings is the borrower under a Revolving Line of Credit
with Marriott International. In the Restructuring, most of the assets
relating to the Real Estate Group and the Operating Group were transferred to
subsidiaries of Hospitality. Certain assets relating to such businesses were
retained directly by the Company and certain of its other subsidiaries. In
addition, HMC Ventures, Inc., an unrestricted subsidiary, was capitalized
during the first quarter of 1994 with approximately $50 million from recent
asset dispositions.

3. The Distribution referred to in Note 2 substantially altered the structure of
the Company. Historical operating results for the twenty-four weeks ended
June 18, 1993, as presented in prior filings, have been reformatted to
reflect the Company's current business segments and operating environment.
The Real Estate Group is comprised of the development and ownership
businesses, partnership investments and undeveloped land parcels. The
Operating Group consists of the food, beverage and merchandise operations at
airports, on tollroads and at tourist attractions, stadiums and arenas, as
well as restaurant operations. The 1993 pro forma statement of operations
was prepared as if the Distribution, Exchange Offer and Restructuring and the
implementation of the various related agreements entered into with Marriott
International, including the lodging management and senior living community
leases, occurred at the beginning of the period and include only the
operations retained by the Company. The other differences between the 1993
pro forma amounts and the 1993 historical operating results are:

F-31
<PAGE>

. The 1993 historical condensed consolidated statement of operations include
the revenues, operating costs and expenses, corporate expenses, interest
expense and interest income relating to Marriott International in the
caption, "Profit from Operations Distributed to Marriott International,"
while the 1993 pro forma amounts have such results removed. Marriott
International's results of operations for the twenty-four weeks ended
June 18, 1993 included in the accompanying condensed consolidated financial
statements consist of the following:

<TABLE>
<S> <C>
Sales.......................................... $ 3,394
Operating costs and expenses................... (3,229)
Corporate expenses............................. (27)
Net interest expense........................... (9)
--------
Income before income taxes................... $ 129
========
</TABLE>

. In the 1994 historical and 1993 pro forma condensed consolidated statements
of operations, revenues for the Real Estate Group represent house profit
from the Company's owned hotel properties, lease rentals for the Company's
owned senior living communities and gains/losses on property transactions.
House profit represents hotel operating results less property-level
expenses excluding depreciation, real and personal property taxes, ground
rent, insurance and management fees which are classified as operating costs
and expenses.

F-32
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The 1993 historical condensed consolidated statement of operations reports
the Real Estate Group revenues as gross sales of the Company's owned hotels
and senior living communities, while the related property-level expenses
are included in operating costs and expenses. House profit generated by the
Company's owned hotels for 1994 and 1993 (on a pro forma basis) consists
of:

<TABLE>
<CAPTION>
Twenty-four Weeks Ended
-------------------------
Pro Forma
June 17, June 18,
1994 1993
----- -----
<S> <C> <C>
Sales
Rooms................................ $ 295 $ 245
Food & Beverage........................ 107 76
Other.................................. 24 18
----- -----
Total Hotel Sales.................... 426 339
----- -----

Department Costs
Rooms................................ 74 58
Food & Beverage........................ 83 60
Other.................................. 12 10
----- -----
Total Department Costs............... 169 128
----- -----

Department Profit....................... 257 211
Other Deductions........................ 107 91
----- -----
House Profit......................... $ 150 $ 120
===== =====
</TABLE>

. The 1993 pro forma condensed consolidated statement of operations reflects
adjustments to interest expense for the impact of the Revolving Line of
Credit with Marriott International (commitment fees and interest), the
effects of the Exchange Offer, debt assumed by Marriott International and the
income tax impact of the pro forma adjustments.

. In connection with the Exchange Offer, the Company issued 1.8 million common
shares to former holders of certain senior notes and debentures and issued
10.6 million common shares to former holders of the Company's preferred
stock, upon such holders' conversion. The pro forma 1993 loss per share gives
effect to these transactions as if they had occurred at the first day of
fiscal year 1993. The related weighted average shares outstanding were 114.4
million for the twenty-four weeks ended June 18, 1993.

Additionally, the majority of the Company's assets are primarily related to
its Real Estate Group and, accordingly, the balance sheet has been presented
in a non-classified format.

F-33
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

4. Earnings (loss) per common share is computed on a fully diluted basis by
dividing net income (loss) available for common stock by the weighted average
number of outstanding common and common equivalent shares, plus other
potentially dilutive securities. Common equivalent shares and other
potentially dilutive securities have been excluded from the weighted average
number of outstanding shares for the twenty-four weeks ended June 17,
1994, as they are antidilutive. Accordingly, the weighted average shares
were 149.6 million and 109.1 million for the twenty-four weeks ended
June 17, 1994 and June 18, 1993, respectively.

5. The Company has minority interests in 28 affiliates, most of which own hotels
operated by Marriott International or its subsidiaries under long-term
agreements. The Company's equity in net gains (losses) of affiliates of $1
million and $(11) million for the twenty-four weeks ended June 17,
1994 and June 18, 1993, respectively, is included in other operating
expenses for the Real Estate Group.

Combined summarized operating results reported by affiliates follow:

Twenty-four Weeks Ended
-----------------------
June 18, June 17,

1994 1993
------ ------
(in millions)
<S> <C> <C>

Revenues.................................. $ 340 $ 407
Operating expenses:
Cash charges (including interest)......... (235) (308)
Depreciation and other noncash charges.... (139) (158)
----- -----
Loss before extraordinary item.......... (34) (59)
Extraordinary item...................... 99 -
----- -----
Net income (loss)....................... $ 65 $ (59)
===== =====
</TABLE>
6. On January 20, 1994, the Company completed the issuance of 20.1 million
shares of common stock for net proceeds of $231 million. HMC Acquisitions,
Inc. ("HMC Acquisitions"), a newly-formed subsidiary, was capitalized with
$210 million of the proceeds from the common stock offering. The amount used
to capitalize HMC Acquisitions and any earnings therefrom will be available
for investment on an unrestricted basis. HMC Acquisitions is a guarantor
under the Revolving Line of Credit with Marriott International.

7. During the first quarter of 1994, the Company foreclosed on a 29% interest
and completed the transfer of an additional 7% interest in the Times Square
Hotel Company ("TSHCO"), the owner of the New York Marriott Marquis, to the
Company. The Company currently holds an 86% interest in TSHCO, which is
consolidated in the Company's financial statements.

8. During the first quarter of 1994, the Company signed an agreement to sell its
14 senior living communities to an unrelated entity for $320 million, which
approximates the communities' carrying value. The sale of nine of the
communities was completed during the second quarter and the sale of the five
remaining communities was completed in the third quarter of 1994.

F-34
<PAGE>

HOST MARRIOTT CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

9. During the third quarter of 1994, the Company sold 26 of its Fairfield
Inns by Marriott hotels to an unrelated party. The net proceeds from the
sale were approximately $114 million, which exceeded the carrying value of
the hotels by approximately $12 million. Approximately $27 million of the
proceeds were payable in the form of a note from the purchaser. The gain on
the sale of these hotels will be deferred.

10. The Company adopted Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" and Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Debt and
Equity Securities" during the first quarter of 1994. Implementation of these
statements did not have a material effect on the Company's financial
position or results of operations.

F-35
<PAGE>

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY OF
THE SECURITIES COVERED BY THIS PROSPECTUS TO ANY PERSON OR BY ANY PERSON IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

----------------------

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>

Available Information................................... 2
Prospectus Summary...................................... 3
Risk Factors............................................ 11
The Company............................................. 13
Use of Proceeds......................................... 14
Dividend Policy......................................... 14
Capitalization of the Company........................... 15
Pro Forma Condensed Consolidated Financial Data......... 16
Management's Discussion and Analysis of Financial
Condition and Results of Operations................... 23
Selected Historical Financial Data...................... 34
Business and Properties................................. 36
Legal Proceedings....................................... 41
The Distribution........................................ 42
The Exchange Offer and Restructuring.................... 42
Financing............................................... 43
Relationship Between the Company and
Marriott International................................ 46
Management.............................................. 52
Certain Transactions.................................... 61
Ownership of Company Securities......................... 62
Description of the Warrants............................. 65
Description of Capital Stock............................ 68
Certain Federal Income Tax Correspondence............... 72
Price Range of the Common Stock and
Dividends............................................. 74
Plan of Distribution.................................... 74
Purposes and Antitakeover Effects of Certain
Provisions of the Company Certificate and
Bylaws and the Marriott International Purchase Right.. 76
Legal Matters........................................... 81
Experts................................................. 81
Index to Financial Statements........................... F-1

</TABLE>
================================================================================

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

7,700,000 Warrants
to Purchase Common Stock

7,700,000 Shares
of Common Stock

HOST MARRIOTT
CORPORATION

----------------------

PROSPECTUS
September , 1994

----------------------

September , 1994

================================================================================
<PAGE>

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following is an itemized statement of all expenses in connection with
the issuance and distribution of the securities registered hereby. Except for
the SEC registration fee, all amounts provided are estimated.

<TABLE>
<S> <C>
Registration Fee $26,552
Blue Sky Fees and Expenses *
Stock Exchange Fees *
Legal Fees *
Accounting Fees *
Printing *
Miscellaneous *
-------
$ [ ]
</TABLE>
* - To be filed by amendment

Item 14. Indemnification of Officers and Directors

Article Eleventh and Article Sixteenth of the Company's Certificate and
Section 7.7 of the Bylaws limit the personal liability of directors to the
Company or its shareholders for monetary damages for breach of fiduciary duty.
The provisions of the Company Certificate and Bylaws are collectively referred
to herein as the "Director Liability and Indemnification Provisions." The
Company Certificate and the Company Bylaws and Company Bylaws are included as
exhibits to this Registration Statement on Form S-1 of which this Prospectus is
a part.

The Director Liability and Indemnification Provisions define and clarify
the rights of certain individuals, including Company directors and officers, to
indemnification by the Company in the event of personal liability or expenses
incurred by them as a result of certain litigation against them. Such
provisions are consistent with Section 102(b)(7) of the Delaware General
Corporation Law, which is designed, among other things, to encourage qualified
individuals to serve as directors of Delaware corporations by permitting
Delaware corporations to include in their articles or certificates of
incorporation a provision limiting or eliminating directors' liability for
monetary damages and with other existing Delaware General Corporation Law
provisions permitting indemnification of certain individuals, including
directors and officers. The limitations of liability in the Director Liability
and Indemnification Provisions may not affect claims arising under the federal
securities laws.

In performing their duties, directors of a Delaware corporation are
obligated as fiduciaries to exercise their business judgment and act in what
they reasonably determine in good faith, after appropriate consideration, to be
the best interests of the corporation and its shareholders. Decisions made on
that basis are protected by the so-called "business judgment rule." The
business judgment rule is designed to protect directors from personal liability
to the corporation or its shareholders when business decisions are subsequently
challenged. However, the expense of defending lawsuits, the frequency with
which unwarranted litigation is brought against directors and the inevitable
uncertainties with respect to the outcome of applying the business judgment rule
to particular facts and circumstances mean that, as a practical matter,
directors and officers of a corporation rely on indemnity from, and insurance
procured by, the corporation they serve, as a financial backstop in the event of
such expenses or unforeseen liability. The Delaware legislature has recognized
that adequate insurance and indemnity provisions are often a condition of an
individual's willingness to serve as director of a Delaware corporation. The
Delaware General Corporation Law has for some time specifically permitted
corporations to provide indemnity and procure insurance for its directors and
officers.

Recent changes in the market for directors and officers liability insurance
have resulted in the unavailability for directors and officers of many
corporations of any meaningful liability insurance coverage. Insurance carriers
have in certain cases declined to renew existing directors and officers
liability policies, or have increased premiums to such an extent that the cost
of obtaining such insurance becomes prohibitive. Moreover, current policies
often exclude coverage for areas where the service of qualified independent
directors is most needed. For example, many policies do not cover

II-1
<PAGE>

liabilities or expenses arising from directors' and officers' activities in
response to attempts to take over a corporation. Such limitations on the scope
of insurance coverage, along with high deductibles and low limits of liability,
have undermined meaningful directors and officers liability insurance coverage.

The unavailability of meaningful directors and officers liability insurance
is attributable to a number of factors, many of which are affecting the
liability insurance industry generally, including granting of unprecedented
damages awards and reduced investment income on insurance company investments.

According to published sources, the inability of corporations to provide
meaningful directors and officers liability insurance has had a damaging effect
on the ability of public corporations to recruit and retain corporate directors.
Although the Company has not directly experienced this problem, the Company
believes it is necessary to take every possible step to ensure that they will be
able to attract the best possible officers and directors.

Set forth below is a description of the Director Liability and
Indemnification Provisions. Such description is intended as a summary only and
is qualified in its entirety by reference to the Company Certificate and the
Company Bylaws.

Elimination of Liability in Certain Circumstances. Article Sixteenth of
the Company Certificate protects directors against monetary damages for breaches
of their fiduciary duty of care, except as set forth below. Under the Delaware
General Corporation Law, absent such liability provisions as are provided in
Article Sixteenth, directors could generally be held liable for gross negligence
for decisions made in the performance of their duty of care but not for simple
negligence. Article Sixteenth eliminates liability of directors for negligence
in the performance of their duties, including gross negligence. In a context
not involving a decision by the directors (i.e., a suit alleging loss to the
Company due to the directors' inattention to a particular matter) a simple
negligence standard might apply. Directors remain liable for breaches of their
duty of loyalty to the Company and its shareholders, as well as acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law and transactions from which a director derives improper
personal benefit. Article Sixteenth does not eliminate director liability under
Section 174 of the Delaware General Corporation Law, which makes directors
personally liable for unlawful dividends or unlawful stock repurchases or
redemptions and expressly sets forth a negligence standard with respect to such
liability.

While the Director Liability and Indemnification Provisions provide
directors with protection from awards of monetary damages for breaches of the
duty of care, they do not eliminate the directors' duty of care. Accordingly,
these provisions will have no effect on the availability of equitable remedies
such as an injunction or rescission based upon a director's breach of the duty
of care. The provisions of Article Sixteenth, which eliminates liability as
described above, will apply to officers of the Company only if they are
directors of the Company and are acting in their capacity as directors, and will
not apply to officers of the Company who are not directors. The elimination of
liability of directors for monetary damages in the circumstances described above
may deter persons from bringing third-party or derivative actions against
directors to the extent such actions seek monetary damages.

Indemnification and Insurance. Under Section 145 of the Delaware General
Corporation Law, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation - a
"derivative action") if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the company, and with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful. A similar standard of care is applicable in the
case of the derivative actions, except that indication only extends to expenses
(including attorneys' fees) incurred in connection with defense or settlement of
such an action, and the Delaware General Corporation Law requires court approval
before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation.

Section 7.7 of the Bylaws provides that the Company shall indemnify any
person to whom, and to the extent, indemnification may be granted pursuant to
Section 145 of the Delaware General Corporation law.

II-2
<PAGE>

Article Eleventh of the Company Certificate provides that a person who was
or is made a party to, or is involved in, any action, suit or proceeding by
reason of the fact that he is or was a director, officer or employee of the
Company will be indemnified by the Company against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him, except in
such cases where the director, officer or employee is adjudged guilty of willful
misfeasance or malfeasance in the performance of his duties. Article Eleventh
also provides that the right of indemnification shall be in addition to and not
exclusive of all other rights to which such director, officer or employee may be
entitled.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits

Exhibit No. Description
- ----------- ------------------------------------------------------------------

2.(i) Memorandum of Understanding between Marriott Corporation and
Certain Bondholders dated as of March 10, 1993 (incorporated by
reference from Current Report on Form 8-K dated March 17, 1993).

2.(ii) Stipulation and Agreement of Compromise and Settlement
(incorporated by reference from Registration Statement No. 33-
62444).

3.1 Restated Certificate of Incorporation of Marriott Corporation
(incorporated by reference to Current Report on Form 8-K dated
October 23, 1993).

3.2 Amended Marriott Corporation Bylaws (incorporated by reference to
Current Report on Form 8-K dated October 23, 1993).

4.1(i) Indenture between Marriott Corporation and The First National Bank
of Chicago dated as of March 1, 1985 (incorporated by reference
from Registration Statement No. 2-97034).

4.1(ii) Second Supplemental Indenture between Marriott Corporation and The
First National Bank of Chicago dated as of February 1, 1986
(incorporated by reference from Current Report on Form 8-K dated
February 4, 1986).

4.1(iii) Third Supplemental Indenture between Marriott Corporation and The
First National Bank of Chicago dated as of December 1, 1986
(incorporated by reference from Current Report on Form 8-K dated
December 10, 1986).

4.1(iv) Fourth Supplemental Indenture between Marriott Corporation and The
First National Bank of Chicago dated as of May 1, 1987
(incorporated by reference from Current Report on Form 8-K dated
May 7, 1987).

4.1(v) Fifth Supplemental Indenture between Marriott Corporation and The
First National Bank of Chicago dated as of June 12, 1987
(incorporated by reference from Current Report on Form 8-K dated
June 18, 1987).

4.1(vi) Sixth Supplemental Indenture between Marriott Corporation and The
First National Bank of Chicago dated as of October 23, 1987
(incorporated by reference from Current Report on Form 8-K dated
October 30, 1987).

II-3
<PAGE>

Exhibit No. Description
- ----------- ------------------------------------------------------------------

4.1(vii) Seventh Supplemental Indenture between Marriott Corporation and The
First National Bank of Chicago dated as of January 15, 1988
(incorporated by reference from Current Report on Form 8-K dated
January 26, 1988).

4.1(viii) Eighth Supplemental Indenture between Marriott Corporation and The
First National Bank of Chicago dated as of February 1, 1988
(incorporated by reference from Current Report on Form 8-K dated
February 8, 1988).

4.1(ix) Ninth Supplemental Indenture between Marriott Corporation and The
First National Bank of Chicago dated as of May 1, 1988
(incorporated by reference from Current Report on Form 8-K dated
May 9, 1988).

4.1(x) Tenth Supplemental Indenture between Marriott Corporation and The
First National Bank of Chicago dated as of May 2, 1988
(incorporated by reference from Current Report on Form 8-K dated
May 24, 1988).

4.1(xi) Eleventh Supplemental Indenture between Marriott Corporation and
The First National Bank Chicago dated as of August 27, 1990
(incorporated by reference from Current Report on Form 8-K dated
September 4, 1990).

4.1(xii) Twelfth Supplemental Indenture between Marriott Corporation and The
First National Bank of Chicago dated as of July 11, 1991
(incorporated by reference from Current Report on Form 8-K dated
July 19, 1991).

4.1(xiii) Thirteenth Supplemental Indenture between Marriott Corporation and
The First National Bank of Chicago dated as of April 22, 1992
(incorporated by reference from Current Report on Form 8-K dated
April 29, 1992).

4.1(xiv) Fourteenth Supplemental Indenture between Marriott Corporation and
The First National Bank of Chicago dated as of April 28, 1992
(incorporated by reference from Current Report on Form 8-K dated
May 5, 1992).

4.1(xv) Fifteenth Supplemental Indenture between Marriott Corporation and
Bank One, Columbus, NA. dated as of October 8, 1993 ((incorporated
by reference from Current Report on Form 8-K dated October 23,
1993).

4.2(i) Indenture between Marriott Corporation and Chemical Bank dated as
of June 5, 1991 (incorporated by reference from Registration
Statement No. 33-39858).

4.2(ii) First Supplemental Indenture dated as of September 30, 1993 among
Marriott Corporation, Chemical Bank and Marriott International,
Inc. (incorporated by reference from Current Report on Form 8-K
dated October 23, 1993).

4.3(i) Marriott Corporation Certificate of Designation of the Series A
Cumulative Convertible Preferred Stock dated December 17, 1991
(incorporated by reference from Current Report on Form 8-K dated
December 23, 1991).

4.3(ii) Marriott Corporation Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock
(incorporated by reference from Registration Statement No. 33-
39858).

4.4(i) Rights Agreement between Marriott Corporation and the Bank of New
York as Rights Agent dated February 3, 1989 (incorporated by
reference to Registration Statement No. 33-62444).

4.4(ii) First Amendment to Rights Agreement between Marriott Corporation
and Bank of New York as Rights Agent dated as of October 8, 1993
(incorporated by reference to Registration Statement No, 33-51707.

II-4
<PAGE>

Exhibit No. Description
- ----------- ------------------------------------------------------------------

4.5 Indenture by and among Host Marriott Hospitality, Inc., as Issuer,
HMH Holdings, Inc., as Parent Guarantor, HMH Properties, Inc., Host
Marriott Travel Plazas, Inc., Gladieux Corporation, Host
International, Inc., Marriott Family Restaurants, Inc., Marriott
Financial Services, Inc., HMH Courtyard Properties, Inc., and
Marriott Retirement Communities, Inc. and certain of their
Subsidiaries as Subsidiary Guarantors and Marine Midland Bank,
N.A.,as Trustee, with respect to the New Notes (including the Form
of New Notes) (incorporated by reference from Current Report on
Form 8-K dated October 23, 1993).

*4.6(i) Form of Warrant Agreement by and between Host Marriott Corporation
and [ ] as Warrant Agent.

***4.6(ii) Form of Warrant Certificate.

**5 Opinion of Christopher G. Townsend, Esq. as to legality of
securities being registered.

***7 Opinion of Potter, Anderson & Corroon as to liquidation preference
of Series A Cumulative Convertible Preferred Stock.

10.1 Marriott Corporation Executive Deferred Compensation plan dated as
of December 6, 1990 (incorporated by reference from Exhibit 19(i)
of the Annual Report on Form 10-K for the fiscal year ended
December 28, 1991).

10.2 Host Marriott Corporation 1993 Comprehensive Stock Incentive Plan
effective as of October 8, 1993 (incorporated by reference from
Current Report on Form 8-K dated October 23, 1993).

10.3 Distribution Agreement dated as of September 15, 1993 between
Marriott Corporation and Marriott International, Inc. (incorporated
by reference from Current Report on Form 8-K dated October 23,
1993).

10.4 Tax Sharing Agreement dated as of October 5, 1993 by and between
Marriott Corporation and Marriott International, Inc. (incorporated
by reference from Current Report on Form 8-K dated October 23,
1993).

10.5 Assignment and License Agreement dated as of October 8, 1993 by and
between Marriott Corporation and Marriott International, Inc.
(incorporated by reference from Current Report on form 8-K dated
October 23, 1993).

10.6 Corporate Services Agreement dated as of October 8, 1993 by and
between Marriott Corporation and Marriott International, Inc.
(incorporated by reference from Current Report on form 8-K dated
October 23, 1993).

10.7 Procurement Services Agreement dated as of October 8, 1993 by and
between Marriott Corporation and Marriott International, Inc.
(incorporated by reference from Current Report on form 8-K dated
October 23, 1993).

10.8 Supply Agreement dated as of October 8, 1993 by and between
Marriott Corporation and Marriott International, Inc. (incorporated
by reference from Current Report on form 8-K dated October 23,
1993).

10.9 Casualty Claims Administration Agreement dated as of October 8,
1993 by and between Marriott Corporation and Marriott
International, Inc. (incorporated by reference from Current Report
on form 8-K dated October 23, 1993).

II-5
<PAGE>

Exhibit No. Description
- ----------- ------------------------------------------------------------------

10.10 Employee Benefits Administration Agreement dated as of October 8,
1993 by and between Marriott Corporation and Marriott
International, Inc. (incorporated by reference from Current Report
on form 8-K dated October 23, 1993).

10.11 Tax Administration Agreement dated as of October 8, 1993 by and
between Marriott Corporation and Marriott International, Inc.
(incorporated by reference from Current Report on form 8-K dated
October 23, 1993).

10.12 Employee Benefits and Other Employment Matters Allocation Agreement
dated as of October 8, 1993 by and between Marriott Corporation and
Marriott International, Inc. (incorporated by reference from
Current Report on form 8-K dated October 23, 1993).

10.13 Noncompetition Agreement dated as of October 8, 1993 by and between
Marriott Corporation and Marriott International, Inc. (incorporated
by reference from Current Report on form 8-K dated October 23,
1993).

+10.14 Host Marriott Lodging Management Agreement--Marriott Hotels,
Resorts and Hotels dated September 25, 1993 by and between Marriott
Corporation and Marriott International, Inc. (incorporated by
reference to Registration Statement No. 33-51707).

+10.14(ii) Host Marriott Lodging Management Agreement--Courtyard Hotels dated
September 25, 1993 by and between Marriott Corporation and Marriott
International, Inc. (incorporated by reference to Registration
Statement No. 33-51707).

+10.14(iii) Host Marriott Lodging Management Agreement--Residence Inns dated
September 25, 1993 by and between Marriott Corporation and Marriott
International, Inc. (incorporated by reference to Registration
Statement No. 33-51707).

+10.14(iv) Host Marriott Lodging Management Agreement--Fairfield Inns dated
September 25, 1993 by and between Marriott Corporation and Marriott
International, Inc. (incorporated by reference to Registration
Statement No. 33-51707).

10.15(i) Consolidation Letter Agreement pertaining to Courtyard Hotels dated
September 25, 1993 between a subsidiary of Marriott International,
Inc. and a subsidiary of the Company (incorporated by reference to
Registration Statement No. 33-51707).

10.15(ii) Consolidation Letter Agreement pertaining to Residence Inns dated
September 25, 1993 between a subsidiary of Marriott International,
Inc. and a subsidiary of the Company (incorporated by reference to
Registration Statement No. 33-51707).

10.15(iii) Consolidation Letter Agreement pertaining to Fairfield Inns dated
September 25, 1993 between a subsidiary of Marriott International,
Inc. and a subsidiary of the Company (incorporated by reference to
Registration Statement No. 33-51707).

+10.16 Marriott Senior Living Services Facilities Lease by and between
Marriott Corporation and Marriott International, Inc. (incorporated
by reference to Registration Statement No. 33-51707).

10.17(i) Line of Credit and Guarantee Reimbursement Agreement by and among
HMH Holdings, Inc. as borrower, Marriott International, Inc. as
lender and Marriott Corporation and certain subsidiaries as
guarantors dated as of October 8, 1993 (incorporated by reference
from Current Report on form 8-K dated October 23, 1993).

10.17(ii) Form of Amendment No. 1 to Line of Credit and Guarantee
Reimbursement Agreement among HMH Holdings, Inc. as Borrower,
Marriott International, Inc. as Lender and Host Marriott
Corporation; HMC Acquisitions, Inc.; Host Marriott GTN Corporation;
Host La Jolla, Inc.;

II-6
<PAGE>

Exhibit No. Description
- ----------- ------------------------------------------------------------------

Marriott Properties, Inc. and Wilmar Distributors, Inc. as
Guarantors (incorporated by reference to Registration Statement No.
33-51707).

10.18 Philadelphia Convention Center Hotel Mortgage Commitment Letter
dated as of October 8, 1993 by and between Philadelphia Market
Street Marriott Hotel Limited Partnership and Marriott
International, Inc. (incorporated by reference to Registration
Statement No. 33-51707).

10.19 LYONs Allocation Agreement dated as of September 30, 1993 by and
between Marriott Corporation and Marriott International, Inc.
(incorporated by reference from Current Report on form 8-K dated
October 23, 1993).

10.20 Host Consulting Agreement dated as of October 8, 1993 by and
between Marriott Corporation and Marriott International, Inc.
(incorporated by reference from Current Report on form 8-K dated
October 23, 1993).

10.21 Architecture and Construction Services Agreement dated as of
October 8, 1993 by and between Marriott Corporation and Marriott
International, Inc. (incorporated by reference from Current Report
on form 8-K dated October 23, 1993).

10.22 Marriott/Host Marriott Employees' Profit Sharing Retirement and
Savings Plan and Trust (incorporated by reference from Registration
Statement No. 33-62444).

10.23 Working Capital Agreement by and between Host Marriott Corporation
and Marriott International, Inc. dated as of September 25, 1993
(incorporated by reference from Registration Statement No. 33-
62444)

*11. Statement re: Computation of Per Share Earnings.

**12. Computation of Ratio of Earnings to Fixed Changes

22.1 Subsidiaries of Host Marriott Corporation (incorporated by
reference to Registration Statement No. 33-51707).

**23.1 Consent of Arthur Andersen & Co.

**23.2 Consent of Christopher G. Townsend, Esq. (included in his opinion
filed as exhibit 5).

***23.3 Consent of Potter, Anderson & Corroon (included in its opinion
filed as exhibit 7).

*24 Powers of Attorney.

- --------------

* Filed on July 12, 1994.
** Filed herewith.
*** To be filed by amendment.
+ Agreement filed is illustrative of numerous other agreements to which the
Company is a party.

II-7
<PAGE>

(b) Financial Statements Schedules

The following financial statement schedules of Host Marriott
Corporation are included:

Schedule III -- Condensed financial information of registrant
Schedule V -- Property, plant and equipment
Schedule VI -- Accumulated depreciation and depletion of property,
plant and equipment
Schedule X -- Supplementary income statement information

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

ITEM 17: UNDERTAKINGS

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of registrant pursuant to the provisions described under Item 14 above,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of such registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

II-8
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF BETHESDA, STATE OF
MARYLAND, ON SEPTEMBER 14, 1994.

Host Marriott Corporation

By /s/ Matthew J. Hart
-----------------------------
Matthew J. Hart
Executive Vice President and
Chief Financial Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen F. Bollenbach President, Chief Executive September 14, 1994
- ------------------------------ Officer (Principal Executive
Stephen F. Bollenbach Officer) and Director

/s/ Matthew J. Hart Executive Vice President September 14, 1994
- ------------------------------ and Chief Financial Officer
Matthew J. Hart (Principal Financial Officer)

/s/ Jeffrey P. Mayer Senior Vice President - September 14, 1994
- ------------------------------ Finance and Corporate
Jeffrey P. Mayer Controller (Principal
Accounting Officer)

Chairman of the Board
- ------------------------------ of Directors
Richard E. Marriott

* Director September 14, 1994
- ------------------------------
R. Theodore Ammon

Director
- ------------------------------
J.W. Marriott, Jr.

* Director September 14, 1994
- ------------------------------
Ann Dore McLaughlin
</TABLE>

II-9
<PAGE>

<TABLE>
<S> <C> <C>
* Director September 14, 1994
- ------------------------------
Harry L. Vincent

* Director September 14, 1994
- ------------------------------
Andrew J. Young

* /S/ MATTHEW J. HART September 14, 1994
- ------------------------------
MATTHEW J. HART
ATTORNEY-IN FACT
</TABLE>

II-10
<PAGE>

SCHEDULE III
PAGE 1 OF 5

HOST MARRIOTT CORPORATION
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
DECEMBER 31, JANUARY 1,
1993 1993
-------- --------
(in millions)
<S> <C> <C>
ASSETS
Current Assets
Cash and cash equivalents............................ $ 55 $ 162
Accounts receivable, net............................. 63 42
Inventory............................................ 7 13
Other current assets................................. 84 52
------ ------
209 269
------ ------
Property and equipment, net........................... 1,249 818
Investment in and advances to Marriott International.. -- 763
Investment in and advances to Holdings................ 783 1,929
Notes receivable and other............................ 170 264
Investments in affiliates............................. 61 122
------ ------
$2,472 $4,165
====== ======

LIABILITIES AND EQUITY
Current Liabilities
Accounts payable..................................... $ 35 $ 180
Other current liabilities............................ 455 125
------ ------

490 305
------ ------
Line of Credit borrowings due to Holdings............. 193 --
Long-term debt........................................ 664 2,227
Other long-term liabilities........................... 135 67
Deferred income taxes................................. 465 553
Convertible subordinated debt......................... 20 228
------ ------
1,477 3,075
------ ------
Shareholders' Equity
Convertible preferred stock.......................... 14 200
Common stock......................................... 130 105
Additional paid-in capital........................... 253 34
Retained earnings.................................... 108 555
Treasury stock, at cost.............................. -- (109)
------ ------
505 785
------ ------
$2,472 $4,165
====== ======
</TABLE>
- ------------

The Notes to Consolidated Financial Statements of Host Marriott Corporation and
Subsidiaries are an integral part of these statements.

See Accompanying Notes to Condensed Financial Information

S-1
<PAGE>

SCHEDULE III
PAGE 2 OF 5

HOST MARRIOTT CORPORATION
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF INCOME

Fiscal years ended December 31, 1993, January 1, 1993 and January 3, 1992
<TABLE>
<CAPTION>

1993 1992 1991
------ ------ ------
(in millions)
<S> <C> <C> <C>
Sales................................................................ $ 464 $ 548 $ 594
Operating costs and expenses......................................... 420 500 532
----- ----- -----
Operating profit before corporate expenses and interest............ 44 48 62
Corporate expenses................................................... (50) (48) (28)
Interest expense..................................................... (164) (214) (227)
Interest income...................................................... 12 7 24
----- ----- -----

Loss before income taxes, equity in earnings of
subsidiaries and cumulative effect of changes
in accounting principles........................................... (158) (207) (169)
Equity in earnings of Holdings....................................... 71 120 84
Benefit for income taxes............................................. 16 38 34
----- ----- -----

Loss before equity in earnings of Marriott
International and cumulative effect of
changes in accounting principles................................... (71) (49) (51)
Equity in earnings of Marriott International, net-of-tax............. 123 134 133
----- ----- -----

Income before cumulative effect of changes in accounting principles.. 52 85 82

Cumulative effect of changes in accounting principles................ (2) -- --
----- ----- -----

Net income........................................................... $ 50 $ 85 $ 82
===== ===== =====
</TABLE>
- ------------

The Notes to Consolidated Financial Statements of Host Marriott Corporation and
Subsidiaries are an integral part of these statements.

See Accompanying Notes to Condensed Financial Information

S-2
<PAGE>

SCHEDULE III
PAGE 3 OF 5

HOST MARRIOTT CORPORATION
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF CASH FLOWS

Fiscal years ended December 31, 1993, January 1, 1993 and January 3, 1992

<TABLE>
<CAPTION>
1993 1992 1991
------ ------ ------
(in millions)
<S> <C> <C> <C>
CASH FROM OPERATIONS..................................... $ 81 $ 67 $ 144
------- ------- -------

INVESTING ACTIVITIES
Net proceeds from sale of assets........................ 46 377 43
Capital expenditures.................................... (100) (34) (103)
Other................................................... (32) (77) (44)
------- ------- -------

Cash from (used in) investing activities................ (86) 266 (104)
------- ------- -------

FINANCING ACTIVITIES
Proceeds of long-term debt.............................. 287 519 630
Issuances of stock...................................... 12 7 198
Repayments of long-term debt............................ (453) (1,123) (1,256)
Transfers from Marriott International and Holdings, net. 357 380 186
Dividends paid.......................................... (33) (41) (27)
Cash distributed to Marriott International.............. (272) -- --
------- ------- -------

Cash used in financing activities....................... (102) (258) (269)
------- ------- -------

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS......... $ (107) $ 75 $ (229)
======= ======= =======
</TABLE>
- ------------

The Notes to Consolidated Financial Statements of Host Marriott Corporation and
Subsidiaries are an integral part of these statements.

See Accompanying Notes to Condensed Financial Information

S-3
<PAGE>

SCHEDULE III
PAGE 4 OF 5

HOST MARRIOTT CORPORATION
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTES TO CONDENSED FINANCIAL INFORMATION

A) On October 8, 1993, Host Marriott Corporation (the "Parent Company,"
formerly Marriott Corporation) completed a distribution of Marriott
International common stock and an exchange offer. See Note 2 to the
Company's consolidated financial statements for more information about the
Distribution and exchange offer.

In connection with the exchange offer, the Parent Company effected a
restructuring (the "Restructuring"). As a result of the Restructuring, the
Parent Company's primary asset is the capital stock of a wholly-owned
subsidiary, HMH Holdings, Inc. ("Holdings"). Holdings' primary asset is
the capital stock of Host Marriott Hospitality, Inc. ("Hospitality"), and
Holdings is the borrower under a $630 million Revolving Line of Credit with
Marriott International.

In the Restructuring, most of the Parent Company's real estate and
operating assets were transferred to subsidiaries of Hospitality. The
remaining assets were retained directly by the Parent Company and certain
of its other subsidiaries (the "Retained Businesses") and are unrestricted.

Hospitality is the issuer of Senior Notes secured by a pledge of the stock
of, and guaranteed by, Holdings, Hospitality and certain of its
subsidiaries. The indenture governing these Notes contain covenants that,
among other things, limit the ability of Hospitality to pay dividends and
make other distributions and restricted payments, incur additional debt,
create additional liens on its subsidiaries' assets, engage in certain
transactions with related parties, enter into agreements which restrict a
subsidiary in paying dividends or making certain other payments and limit
the activities and businesses of Holdings. At December 31, 1993,
substantially all of Hospitality's net assets are restricted.

Accordingly, the accompanying financial statements present the operations
of the Parent Company and Retained Businesses with the investment in, and
operations of, Holdings and Hospitality presented on the equity method of
accounting.

B) The accompanying financial statements present the financial position,
results of operations and cash flows of the Parent Company and Retained
Businesses as if the organizational structure described in Note A was in
place for all periods presented. Marriott Corporation's historical basis
in the assets and liabilities of the Parent Company and Retained Businesses
has been carried over. All material intercompany transactions between the
companies have been eliminated.

S-4
<PAGE>

SCHEDULE III
PAGE 5 OF 5

HOST MARRIOTT CORPORATION
CONDENSED FINANCIAL INFORMATION OF REGISTRANT

NOTES TO CONDENSED FINANCIAL INFORMATION (CONTINUED)

C) Investment in and advances to Holdings and long-term debt includes $87
million and $1,344 million of debt at December 31, 1993 and January 1,
1993, respectively, which has been "pushed down" to Hospitality on its
financial statements. Related interest expense of $94 million, $125
million and $89 million in fiscal 1993, 1992 and 1991, respectively, is
included in interest expense in the accompanying condensed statements of
income.

Aggregate debt maturities at December 31, 1993 are (in millions):

<S> <C>
1994................................................ $ 380
1995................................................ 132
1996................................................ 114
1997................................................ 35
1998................................................ 1
Thereafter.......................................... 575
------
$1,237
======
</TABLE>

D) The accompanying statements of income reflect the equity in earnings of
Holdings, including its wholly-owned subsidiary Hospitality after
elimination of interest expense (see Note C) and before income taxes.
Holdings is included in the consolidated income tax returns of Host
Marriott Corporation.

E) Corporate expenses in 1993 and 1992 reflect pre-tax costs of $13 million
and $16 million, respectively, related to the distribution discussed in
Note A.

S-5
<PAGE>

SCHEDULE V
HOST MARRIOTT CORPORATION AND SUBSIDIARIES
PROPERTY AND EQUIPMENT
(IN MILLIONS)
<TABLE>
<CAPTION>

Additions at Cost
Balance at ----------------- Balance Balance
Beginning Other Retirements Transfers at End of
Classification of Year Acquisitions Additions or Sales and Other Year
------- ------------ --------- -------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
For Fiscal Year Ended January 3, 1992
Land and Land Improvements............. $ 789 $ - $ 69 $ (44) $ - $ 814
Buildings and Leasehold Improvements... 2,194 - 256 (51) 89 2,488
Furniture and Equipment................ 837 - 83 (52) 33 901
Construction in Process................ 631 - - (13) (194) 424
------ ------ ------ ------ ------ ------
Total Property and Equipment........ $4,451 $ - $ 408 $ (160)(1) $ (72) $4,627
====== ====== ====== ====== ====== ======

For Fiscal Year Ended January 1, 1993
Land and Land Improvements............. $ 814 $ - $ 29 $ (69) $ 2 $ 776
Buildings and Leasehold Improvements... 2,488 28 112 (264) 186 2,550
Furniture and Equipment................ 901 12 44 (113) 55 899
Construction in Process................ 424 - - (6) (285) 133
------ ------ ------ ------ ------ ------
Total Property and Equipment........ $4,627 $ 40 $ 185 $ (452)(2) $ (42) $4,358
====== ====== ====== ====== ====== ======

For Fiscal Year Ended December 31, 1993
Land and Land Improvements............. $ 776 $ - $ 21 $ (39) $ (326) $ 432
Buildings and Leasehold Improvements... 2,550 1 92 (83) 147 2,707
Furniture and Equipment................ 899 - 70 (50) (334) 585
Construction in Process................ 133 - 52 (7) (27) 151
------ ------ ------ ------ ------ ------
Total Property and Equipment........ $4,358 $ 1 $ 235 $ (179) $ (540)(3) $3,875
====== ====== ====== ====== ====== ======
</TABLE>
(1) Principally the sale of family restaurants and four Courtyard hotels.
(2) Principally the sale of seven full service hotels and thirteen Courtyard
hotels.
(3) Principally the distribution of assets to Marriott International offset by
the impact of consolidating the New York Marriott Marquis Hotel.

S-6
<PAGE>

SCHEDULE VI
HOST MARRIOTT CORPORATION AND SUBSIDIARIES
ACCUMULATED DEPRECIATION AND AMORTIZATION
PROPERTY AND EQUIPMENT
(IN MILLIONS)
<TABLE>
<CAPTION>

Balance at Increases Balance
Beginning Charged to Retirements Transfers at End of
Classification of Year Income or Sales and Other Year
-------------- ------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C>
For Fiscal Year Ended January 3, 1992
Buildings and Leasehold Improvements............ $ 281 $ 91 $ (8) $ - $ 364
Furniture and Equipment......................... 341 120 (42) (3) 416
------ ------ ------ ------ ------

Total Accumulated Depreciation and
Amortization............................... $ 622 $ 211 $ (50) $ (3) $ 780
====== ====== ====== ====== ======

For Fiscal Year Ended January 1, 1993
Buildings and Leasehold Improvements............ $ 364 $ 96 $ (32) $ (3) $ 425
Furniture and Equipment......................... 416 121 (64) (1) 472
------ ------ ------ ------ ------

Total Accumulated Depreciation and
Amortization............................... $ 780 $ 217 $ (96) $ (4) $ 897
====== ====== ====== ====== ======

For Fiscal Year Ended December 31, 1993
Buildings and Leasehold Improvements............ $ 425 $ 97 $ (10) $ (1) $ 511
Furniture and Equipment......................... 472 110 (43) (201) 338
------ ------ ------ ------ ------

Total Accumulated Depreciation and
Amortization............................... $ 897 $ 207 $ (53) $ (202)(1) $ 849
====== ====== ====== ====== ======
</TABLE>
(1) Principally the distribution of assets to Marriott International offset by
the impact of consolidating the New York Marriott Marquis Hotel.

S-7
<PAGE>

SCHEDULE X
HOST MARRIOTT CORPORATION AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT INFORMATION
(IN MILLIONS)

Item 1993 1992 1991
---- ----- ----- -----
<S> <C> <C> <C>
Maintenance, repairs and minor replacements....... $174 $253 $243
Real and personal property taxes, licenses, etc... 155 193 183
Advertising expenses.............................. 192 256 253
</TABLE>

S-8
<PAGE>

Exhibit Index