Fairmont Hotels & Resorts Inc. Reports Third Quarter Results

2003-10-21
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  • Fairmont TORONTO, Oct. 21 Fairmont Hotels & Resorts Inc. ("FHR" or the "Company") (TSX/NYSE: FHR) today announced its unaudited financial results for the third quarter ended September 30, 2003. All amounts are expressed in U.S. dollars.

    "While demand continues to improve as a result of improving U.S. and global
    economies, a challenging operating environment persisted throughout the third
    quarter. As anticipated, the lingering impact of severe acute respiratory
    syndrome ("SARS") had a significant effect on our Canadian business," said
    William R. Fatt, Chief Executive Officer of FHR. "Our Canadian properties
    continued to suffer from the considerable decline in international travelers
    during what is traditionally the strongest quarter for these hotels."

     


    As previously announced, FHR's two owned properties in Bermuda suffered
    extensive damage from Hurricane Fabian in early September. The Fairmont
    Southampton was more seriously affected and will be closed for repairs until
    spring 2004. The Fairmont Hamilton Princess will operate at reduced capacity for
    the balance of the year. FHR has extensive insurance coverage for both property
    damage and business interruption. This insurance is subject to deductible
    amounts and uninsured items estimated at $10 - $12 million. Of this amount, the
    Company recorded a $7.4 million provision in the third quarter and the balance
    will be recorded by year-end.

     


    On a comparable basis, revenue per available room ("RevPAR") for Fairmont's
    managed hotels was flat and RevPAR at FHR's owned portfolio increased 2.9%. Both
    the owned and managed portfolios have experienced a trend of improving monthly
    RevPAR for the past few months. The Fairmont Southampton has been removed from
    the comparable portfolios as it has been closed for extensive repairs since
    early September. Favorable foreign exchange movements contributed to an
    improvement in overall operating statistics.

     


      -------------------------------------------------------------------------
    Three months ended Nine months ended
    (In millions except EPS amounts) September 30 September 30
    -------------------------------------------------------------------------
    2003 2002 2003 2002
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Operating Revenues $179.4 $172.4 $521.7 $465.0
    -------------------------------------------------------------------------
    EBITDA(a) 46.9 74.2 132.5 165.5
    -------------------------------------------------------------------------
    Net Income(b) 11.6 39.0 64.2 81.5
    -------------------------------------------------------------------------
    Basic earnings per share ("EPS")(b) $0.15 $0.50 $0.81 $1.04
    -------------------------------------------------------------------------

    (a) EBITDA for the three and nine months ended September 30, 2003
    includes a $7.4 million provision relating to hurricane damage in
    Bermuda.
    (b) Net income and EPS for the nine months ended September 30, 2003 also
    include a one-time $24.4 million income tax recovery recorded in
    June 2003.

    Third Quarter Consolidated Results


    Operating revenues(1) increased 4.1% to $179.4 million in 2003. This
    improvement relates primarily to increased revenues from the recent acquisitions
    of The Fairmont Copley Plaza Boston and The Fairmont Orchid, Hawaii. The
    appreciation in the Canadian dollar offset the decline in Canadian operating
    revenues in the quarter. EBITDA(2) was down $27.3 million or 36.8% to $46.9
    million in the third quarter. This decline was driven by weaker results at our
    Canadian hotels as a result of SARS and a $7.4 million provision relating to
    hurricane repairs.

     


    Third Quarter Ownership Operations

     


    Revenues from hotel ownership improved 12.2% to $168.6 million compared to
    $150.3 million in 2002. This increase relates primarily to the acquisitions of
    The Fairmont Orchid, Hawaii and the remaining 50% interest in The Fairmont
    Copley Plaza Boston, which was previously accounted for using the equity method.
    The Fairmont Kea Lani Maui continued to produce strong operating results, while
    the Canadian resorts continue to be negatively affected by SARS.

     


    RevPAR of $132.68 was up 2.9% in the third quarter of 2003, driven by a 7.8%
    improvement in average daily rate ("ADR") that offset a 3.1 point drop in
    occupancy. The Canadian owned hotels had RevPAR growth of 4.0%, driven by the
    appreciation in the Canadian dollar but offset by a considerable decline in
    occupancy, most notably from the international tour segment. Both The Fairmont
    Kea Lani Maui and The Fairmont Scottsdale Princess posted strong rate growth in
    the quarter contributing to a 1.4% RevPAR improvement at the U.S. and
    International comparable portfolio.

     


    Equity income generated from FHR's investment in Legacy Hotels Real Estate
    Investment Trust ("Legacy") was $2.6 million compared to income of $7.2 million
    in 2002. The impact of SARS on Legacy's portfolio during its historically
    strongest quarter was considerable given its significant exposure to Toronto and
    other major Canadian cities.

     


    FHR did not dispose of any real estate during the third quarter. EBITDA
    generated by real estate operations was down $3.1 million from the $2.1 million
    earned in 2002, when the Company sold a portion of its Toronto lands. FHR does
    not expect any further significant disposals in 2003.

     


      Third Quarter Management Operations

    Fairmont

    Revenues under management of $394 million increased 9.0% over 2002, mainly
    from the addition of five new management contracts since the summer of 2002.
    Management fee revenues increased to $12.5 million from $11.3 million in 2002,
    with base fees increasing proportionately with revenues under management and
    minimal incentive fees. Due to the impact of SARS on the operations of the
    Canadian Fairmont hotels, targets that are typically achieved during the third
    quarter were not reached. Management expects that incentive fees earned in the
    fourth quarter will be significantly lower than last year.

     


    For the Fairmont portfolio, RevPAR was virtually unchanged at $119.27. The
    Canadian comparable portfolio reported a 1.5% decrease in RevPAR resulting from
    the significant effects of SARS, which were offset by the considerable
    appreciation in the Canadian dollar. Improving results at the U.S. city center
    properties resulted in a 2.2% RevPAR increase at the U.S. and International
    properties.

     


    Delta

     


    In the third quarter, revenues under management of $91 million were
    relatively unchanged from $90 million in 2002. This exclusively Canadian hotel
    portfolio continued to be impacted by the lingering effects of SARS. Delta
    earned management fee revenues of $3.0 million down from $3.6 million in 2002.
    In 2002, Delta received a one-time payout from a managed property, which
    accounts for the higher fee income in the prior period. On July 1, 2003, Delta
    entered the Quebec City market with the addition of a franchise agreement at the
    Delta Quebec (formerly the Radisson). Also in July, Delta announced the addition
    of another new franchise in Fredericton, New Brunswick. The hotel will be
    re-flagged the Delta Fredericton upon commencement of the franchise agreement in
    December 2003.

     


    Nine-Month Consolidated Results

     


    For the nine months ended September 30, 2003, operating revenues increased
    12.2% to $521.7 million from $465.0 million. Recent acquisition activity and
    foreign currency fluctuations generated the majority of this increase. EBITDA of
    $132.5 million was down 19.9% from last year and included $14.9 million from
    real estate activities in 2003 versus $5.7 million in the nine months ended
    September 30, 2002. EBITDA also included a $7.4 million provision related to the
    hurricane damage in Bermuda.

     


    Equity losses generated from FHR's investment in Legacy were $4.2 million
    compared to equity income of $6.9 million in 2002. The impact of SARS on
    Legacy's portfolio in the second and third quarters was considerable given its
    significant exposure to Toronto and other major Canadian cities.

     


    Net income of $64.2 million was down 21.2% compared to the prior year while
    basic EPS was $0.81 in 2003 compared to $1.04 in 2002. Net income included a
    one-time $24.4 million income tax recovery from a favorable tax reassessment
    recorded in June 2003 and the $7.4 million provision related to the hurricane
    damage.

     


    To date in 2003, FHR has disposed of two blocks of the Coal Harbour lands in
    Vancouver and one block of the Southtown lands in Toronto. These sales generated
    cash proceeds of $30.8 million and resulted in EBITDA from real estate
    activities totaling $14.9 million. FHR does not expect any further significant
    disposals in 2003.

     


    Capital Expenditures

     


    Hotel related capital expenditures for the quarter and year-to-date totaled
    $19.9 million and $55.5 million, respectively. Several projects were underway
    during the quarter including:

     


      -  The renovation of two-thirds of the guestrooms at The Fairmont Copley
    Plaza Boston (completed in May);
    - The ongoing construction of the meeting facility at The Fairmont
    Chateau Lake Louise; and
    - The guestroom renovations at The Fairmont Royal Pavilion. The resort
    re-opened at quarter-end following five months of extensive capital
    improvements.


    In addition to the ongoing projects listed above, renovations began at The
    Fairmont Orchid, Hawaii in late September. They include the restaurant, the
    refurbishment of the spa and the conversion of one guest floor to Fairmont Gold.
    In December, the renovation of the meeting rooms and final phase of guestrooms
    will begin at The Fairmont Copley Plaza Boston, which is expected to finish in
    early spring 2004. FHR currently expects that total capital expenditures in 2003
    will be approximately $100 million, which does not include any of the Bermuda
    hurricane repairs.

     


    Announcements and Corporate Activities

     


    Effective August 1, 2003, Fairmont assumed management of The Fairmont Olympic
    Hotel, Seattle, which was concurrently purchased by Legacy. Built in 1924, this
    450-room hotel is located in the heart of Seattle's Rainier Square neighborhood
    and expands Fairmont's presence in one of the key U.S. markets.

     


    On October 17, 2003, Legacy announced a major refinancing of its corporate
    debt structure. Legacy's intention to enter into seven mortgage financings with
    varying terms of three to ten years will significantly extend Legacy's debt
    maturities and provide a more reliable form of long-term capital. Proceeds from
    the financings will be used to redeem all of Legacy's outstanding unsecured
    debentures and to fund the related call premium in the fourth quarter. This
    charge is expected to reduce FHR's fourth quarter EBITDA by an estimated $2.5
    million.

     


    During the quarter, FHR did not repurchase any shares under its previous
    normal course issuer bid. FHR has repurchased a total of 747,100 shares at a
    total cost of $16.8 million during 2003. Subsequent to the third quarter, FHR
    announced a new normal course issuer bid effective October 8, 2003, authorizing
    the Company to purchase up to 5% of its public float in the twelve-month period
    following the bid's effective date.

     


    Outlook

     


    "We are encouraged by a number of positive signs that indicate a recovery
    next year. Bookings for our critical group business are on pace for 2004
    relative to this time last year, notwithstanding all of the issues impacting
    demand from this segment in 2003," commented Mr. Fatt.

     


    "Our 2003 expectations for the Company's hotel operations continue to be
    consistent with our previous guidance provided in July. However, we are now
    lowering our guidance to reflect the $10 - $12 million provision associated with
    the Bermuda hurricane damage and the $2.5 million impact relating to the Legacy
    refinancing," continued Mr. Fatt. "Our revised full-year 2003 EBITDA range is
    $140 - $150 million compared to $155 - $165 million. This assumes an estimated
    $3 - $5 million of expenses in the fourth quarter pertaining to the hurricane
    damage. Our forecast anticipates ongoing weakness throughout the North American
    lodging industry for the balance of the year and the previously revised outlook
    for several properties."

     


    FHR now estimates EPS for the year to be between $0.62 - $0.70 compared to
    the Company's previous guidance of $0.81 - $0.89. This estimate assumes that the
    hurricane related expenses are non-deductible for income tax purposes and
    includes the $24.4 million income tax recovery recorded in the second quarter.
    Excluding these two one-time items, we expect the full-year tax rate to be
    approximately 29%.

     


    We continue to manage our business based on the assumption that following
    this difficult period, FHR will enjoy a sharp recovery in 2004 relative to our
    current 2003 performance. Considerable efforts are underway by governments and
    tourism companies alike to ensure that the pristine images of both Canada and
    Bermuda are restored. Our significant investment in many of our world-class
    properties and the recent acquisition of two key properties position us well for
    growth in 2004.

     


    About Fairmont Hotels & Resorts Inc.

     


    FHR is one of North America's leading owner/operators of luxury hotels and
    resorts. FHR's managed portfolio consists of 81 luxury and first-class
    properties with more than 32,000 guestrooms in Canada, the United States,
    Mexico, Bermuda, Barbados and the United Arab Emirates. It holds an 83.5%
    controlling interest in Fairmont Hotels & Resorts ("Fairmont"), North America's
    largest luxury hotel management company. Fairmont manages 42 distinctive city
    center and resort hotels such as The Fairmont San Francisco, The Fairmont Banff
    Springs, Fairmont Le Chateau Frontenac and The Fairmont Scottsdale Princess. FHR
    also holds a 100% interest in Delta Hotels, Canada's largest first-class hotel
    management company, which manages and franchises a portfolio of 38 city center
    and resort properties in Canada. In addition to hotel management, FHR holds real
    estate interests in 24 properties, two large undeveloped land blocks and an
    approximate 35% investment interest in Legacy Hotels Real Estate Investment
    Trust, which owns 24 properties.

     


    FHR will hold a conference call today, October 21, 2003 at 1:30 p.m. Eastern
    Time to discuss these results. To participate, please dial 416.695.5806 or
    1.800.273.9672 approximately 10 minutes prior to the beginning of the call to
    receive clearance from the operator. You will be requested to identify yourself
    and the organization on whose behalf you are participating. A recording of this
    call will be made available beginning at 4:30 p.m. Eastern Time on October 21,
    2003 through to October 28, 2003 by dialing 416.695.5800 or 1.800.408.3053 using
    the reservation No. 1481058. A live audio webcast of the conference call will be
    available via FHR's website (www.fairmont.com/investor). An archived recording
    of the webcast will remain available on FHR's website following the conference
    call.

     


      This press release contains certain forward-looking statements relating,
    but not limited to, FHR's operations, anticipated financial performance,
    business prospects and strategies. Forward-looking information typically
    contains statements with words such as "anticipate", "believe", "expect",
    "plan" or similar words suggesting future outcomes. Such forward-looking
    statements are subject to risks, uncertainties and other factors, which
    could cause actual results to differ materially from future results
    expressed, projected or implied by such forward-looking statements. Such
    factors include, but are not limited to economic, competitive and lodging
    industry conditions. FHR disclaims any responsibility to update any such
    forward-looking statements.

    -------------------------------------------------------------------------
    Three months ended Nine months ended
    September 30 September 30
    -------------------------------------------------------------------------
    2003 2002 Variance 2003 2002 Variance
    -------------------------------------------------------------------------

    OWNED
    HOTELS
    -------------------------------------------------------------------------
    Worldwide
    -------------------------------------------------------------------------
    RevPAR $132.68 $128.92 2.9% $120.51 $118.83 1.4%
    -------------------------------------------------------------------------
    ADR 208.48 193.36 7.8% 201.37 187.48 7.4%
    -------------------------------------------------------------------------
    Occupancy 63.6% 66.7% (3.1 points) 59.8% 63.4% (3.6 points)
    -------------------------------------------------------------------------

    Canada
    -------------------------------------------------------------------------
    RevPAR $152.77 $146.89 4.0% $108.67 $106.46 2.1%
    -------------------------------------------------------------------------
    ADR 207.67 186.90 11.1% 171.20 153.76 11.3%
    -------------------------------------------------------------------------
    Occupancy 73.6% 78.6% (5.0 points) 63.5% 69.2% (5.7 points)
    -------------------------------------------------------------------------

    U.S. and
    International
    -------------------------------------------------------------------------
    RevPAR $110.91 $109.41 1.4% $133.31 $132.27 0.8%
    -------------------------------------------------------------------------
    ADR 209.70 203.60 3.0% 238.42 231.93 2.8%
    -------------------------------------------------------------------------
    Occupancy 52.9% 53.7% (0.8 points) 55.9% 57.0% (1.1 points)
    -------------------------------------------------------------------------

    FAIRMONT MANAGED
    HOTELS
    -------------------------------------------------------------------------
    Worldwide
    -------------------------------------------------------------------------
    RevPAR $119.27 $119.18 0.1% $105.49 $108.98 (3.2%)
    -------------------------------------------------------------------------
    ADR 178.18 168.37 5.8% 171.52 164.29 4.4%
    -------------------------------------------------------------------------
    Occupancy 66.9% 70.8% (3.9 points) 61.5% 66.3% (4.8 points)
    -------------------------------------------------------------------------

    Canada
    -------------------------------------------------------------------------
    RevPAR $120.15 $122.02 (1.5%) $90.12 $93.52 (3.6%)
    -------------------------------------------------------------------------
    ADR 166.60 152.72 9.1% 143.81 132.34 8.7%
    -------------------------------------------------------------------------
    Occupancy 72.1% 79.9% (7.8 points) 62.7% 70.7% (8.0 points)
    -------------------------------------------------------------------------

    U.S. and
    International
    -------------------------------------------------------------------------
    RevPAR $118.20 $115.70 2.2% $124.11 $127.81 (2.9%)
    -------------------------------------------------------------------------
    ADR 195.00 194.04 0.5% 206.50 209.32 (1.3%)
    -------------------------------------------------------------------------
    Occupancy 60.6% 59.6% 1.0 points 60.1% 61.1% (1.0 points)
    -------------------------------------------------------------------------

    DELTA MANAGED
    HOTELS
    -------------------------------------------------------------------------
    Worldwide
    -------------------------------------------------------------------------
    RevPAR $66.96 $65.77 1.8% $56.79 $56.34 0.8%
    -------------------------------------------------------------------------
    ADR 97.16 90.79 7.0% 91.67 86.58 5.9%
    -------------------------------------------------------------------------
    Occupancy 68.9% 72.4% (3.5 points) 62.0% 65.1% (3.1 points)
    -------------------------------------------------------------------------


    Comparable hotels and resorts are considered to be properties that were fully
    open under FHR management for at least the entire current and prior period.
    Comparable hotels and resorts statistics exclude properties under major
    renovation that would have a significant adverse effect on the properties'
    primary operations. The following properties were excluded:

     


      Owned:                 The Fairmont Southampton; The Fairmont Orchid,
    Hawaii; The Fairmont Copley Plaza Boston
    Fairmont Managed: The Fairmont Southampton; The Fairmont Orchid,
    Hawaii; The Fairmont Washington, D.C.; The
    Fairmont Olympic Hotel, Seattle; The Fairmont
    Sonoma Mission Inn & Spa; The Fairmont Dubai
    Delta Managed: Delta Sun Peaks Resort; Delta St. Eugene Mission
    Resort


    (1) Operating revenues excludes other revenues from managed and
    franchised properties (consists of direct and indirect costs
    relating primarily to marketing and reservation services that are
    reimbursed by hotel owners on a cost recovery basis). Management
    considers that the exclusion of such revenues provides a meaningful
    measure of operating performance, however, it is not a defined
    measure of operating performance under Canadian generally accepted
    accounting principles ("Canadian GAAP"). FHR's calculation of
    operating revenues may be different than the calculation used by
    other entities.
    (2) EBITDA is defined as earnings before interest, taxes, amortization,
    other income and expenses and reorganization and corporate expenses.
    Income from investments and other is included in EBITDA. Management
    considers EBITDA to be a meaningful indicator of hotel operations,
    however, it is not a defined measure of operating performance under
    Canadian GAAP. FHR's calculation of EBITDA may be different than the
    calculation used by other entities.



    Fairmont Hotels & Resorts Inc.
    Consolidated Balance Sheets
    (Stated in millions of U.S. dollars)
    (Unaudited)

    ASSETS

    September 30 December 31
    2003 2002
    ----------- -----------

    Current assets
    Cash and cash equivalents $ 49.4 $ 49.0
    Accounts receivable 58.0 47.0
    Inventory 13.5 12.5
    Prepaid expenses and other 34.7 10.9
    ----------- -----------
    155.6 119.4
    Investments in partnerships and corporations
    (note 3) 53.5 68.9

    Investment in Legacy Hotels Real Estate
    Investment Trust 105.5 96.4

    Non-hotel real estate 96.6 88.8

    Property and equipment 1,622.4 1,441.1

    Goodwill 130.1 123.0

    Intangible assets 215.0 201.7

    Other assets and deferred charges (note 4) 104.0 83.7
    ----------- -----------

    $ 2,482.7 $ 2,223.0
    ----------- -----------
    ----------- -----------


    LIABILITIES

    Current liabilities
    Accounts payable and accrued liabilities $ 108.6 $ 101.3
    Taxes payable 3.4 5.3
    Dividends payable - 2.4
    Current portion of long-term debt (note 5) 421.0 72.3
    ----------- -----------

    533.0 181.3

    Long-term debt 244.2 463.2

    Other liabilities 94.0 82.8

    Future income taxes (note 6) 87.5 96.4

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

    958.7 823.7
    ----------- -----------

    Shareholders' equity (note 7) 1,524.0 1,399.3
    ----------- -----------

    $ 2,482.7 $ 2,223.0
    ----------- -----------
    ----------- -----------



    Fairmont Hotels & Resorts Inc.
    Consolidated Statements of Income
    (Stated in millions of U.S. dollars)
    (Unaudited)

    Three months ended Nine months ended
    September 30 September 30
    2003 2002 2003 2002
    --------- --------- --------- ---------

    Revenues
    Hotel ownership operations $ 168.6 $ 150.3 $ 462.5 $ 407.5
    Management operations 10.6 10.2 27.8 25.6
    Real estate activities 0.2 11.9 31.4 31.9
    --------- --------- --------- ---------

    Operating revenues 179.4 172.4 521.7 465.0
    Other revenues from managed
    and franchised properties 9.2 7.1 23.7 21.0
    --------- --------- --------- ---------
    188.6 179.5 545.4 486.0

    Expenses
    Hotel ownership operations 130.0 95.0 353.7 275.6
    Management operations 4.7 4.0 15.7 12.1
    Real estate activities 1.2 9.8 16.5 26.2
    --------- --------- --------- ---------

    Operating expenses 135.9 108.8 385.9 313.9
    Other expenses from managed
    and franchised properties 9.7 7.4 24.6 21.8
    --------- --------- --------- ---------
    145.6 116.2 410.5 335.7
    Income (loss) from equity
    investments and other 3.9 10.9 (2.4) 15.2
    --------- --------- --------- ---------

    Operating income before
    undernoted items 46.9 74.2 132.5 165.5

    Amortization 17.5 13.9 51.0 41.9
    Other (income) expenses, net - 0.5 - (5.7)
    Reorganization and
    corporate expenses - - - 1.3
    Interest expense, net 8.9 5.0 23.1 13.5
    --------- --------- --------- ---------

    Income before income tax expense
    and non-controlling interest 20.5 54.8 58.4 114.5
    --------- --------- --------- ---------

    Income tax expense
    Current 2.5 1.1 9.0 9.0
    Future (note 6) 6.4 14.2 (14.8) 22.7
    --------- --------- --------- ---------
    8.9 15.3 (5.8) 31.7
    --------- --------- --------- ---------

    Non-controlling interest - 0.5 - 1.3
    --------- --------- --------- ---------

    Net income $ 11.6 $ 39.0 $ 64.2 $ 81.5
    --------- --------- --------- ---------


    Weighted average number of common
    shares outstanding (in millions)
    (note 7)
    Basic 79.1 77.9 79.2 78.4
    Diluted 79.9 79.0 80.0 79.7

    Basic earnings per common share $ 0.15 $ 0.50 $ 0.81 $ 1.04
    Diluted earnings per common share $ 0.15 $ 0.49 $ 0.79 $ 1.02




    Fairmont Hotels & Resorts Inc.
    Consolidated Statements of Cash Flows
    (Stated in millions of U.S. dollars)
    (Unaudited)


    Three months ended Nine months ended
    September 30 September 30
    2003 2002 2003 2002
    --------- --------- --------- ---------
    Cash provided by (used in)

    Operating activities
    Net income $ 11.6 $ 39.0 $ 64.2 $ 81.5
    Items not affecting cash
    Amortization of property
    and equipment 16.9 13.4 49.1 40.7
    Amortization of
    intangible assets 0.6 0.5 1.9 1.2
    (Income) loss from equity
    investments and other (3.9) (10.9) 2.4 (15.2)
    Future income taxes 6.4 14.2 (14.8) 22.7
    Non-controlling interest - 0.5 - 1.3
    Distributions from investments - 1.2 4.4 6.3
    Other (2.8) (2.6) (9.0) (10.7)
    Change in non-hotel real estate (2.7) 1.3 7.4 5.2
    Changes in non-cash working
    capital items (note 9) 15.1 5.4 (19.5) (30.8)

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

    41.2 62.0 86.1 102.2
    --------- --------- --------- ---------
    Investing activities
    Additions to property and equipment (19.9) (11.6) (55.5) (63.9)
    Acquisitions, net of cash acquired
    (note 3) - - 6.0 -
    Issuance of loans receivable
    (note 15) (26.8) - (28.3) -
    Investments in partnerships
    and corporations - (10.4) (0.7) (13.4)

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

    (46.7) (22.0) (78.5) (77.3)
    --------- --------- --------- ---------
    Financing activities
    Issuance of long-term debt 14.8 58.0 161.5 97.0
    Repayment of long-term debt (7.7) (13.2) (151.2) (37.9)
    Issuance of common shares 0.5 - 0.6 0.5
    Repurchase of common shares - (71.8) (16.8) (73.0)
    Dividends paid (2.4) (1.6) (4.8) (3.2)


    --------- --------- --------- ---------
    5.2 (28.6) (10.7) (16.6)
    --------- --------- --------- ---------

    Effect of exchange rate
    changes on cash - 0.6 3.5 2.8
    --------- --------- --------- ---------

    Increase in cash (0.3) 12.0 0.4 11.1

    Cash - beginning of period 49.7 51.8 49.0 52.7
    --------- --------- --------- ---------

    Cash - end of period $ 49.4 $ 63.8 $ 49.4 $ 63.8
    --------- --------- --------- ---------
    --------- --------- --------- ---------



    Fairmont Hotels & Resorts Inc.
    Consolidated Statements of Retained Earnings (Deficit)
    (Stated in millions of U.S. dollars)
    (Unaudited)

    Three months ended Nine months ended
    September 30 September 30
    2003 2002 2003 2002
    --------- --------- --------- ---------


    Balance - Beginning of period $ 83.2 $ 21.3 $ 38.5 $ (19.6)

    Net income 11.6 39.0 64.2 81.5
    --------- --------- --------- ---------

    94.8 60.3 102.7 61.9

    Repurchase of common shares
    (note 7) - (30.4) (5.5) (30.4)
    Dividends - - (2.4) (1.6)
    --------- --------- --------- ---------

    Balance - End of period $ 94.8 $ 29.9 $ 94.8 $ 29.9
    --------- --------- --------- ---------
    --------- --------- --------- ---------



    Fairmont Hotels & Resorts Inc.
    Notes to Consolidated Financial Statements
    (Stated in millions of U.S. dollars)
    (Unaudited)

    1. Fairmont Hotels & Resorts Inc. ("FHR") has operated and owned hotels
    and resorts for 115 years and currently manages properties
    principally under the Fairmont and Delta brands. At September 30,
    2003, FHR managed or franchised 81 luxury and first-class hotels. FHR
    owns 83.5% of Fairmont Hotels Inc. ("Fairmont"), which at September
    30, 2003, managed 42 luxury Fairmont branded properties in major city
    centers and key resort destinations throughout Canada, the United
    States, Mexico, Bermuda, Barbados and the United Arab Emirates. Delta
    Hotels Limited ("Delta"), a wholly owned subsidiary of FHR, managed
    or franchised 38 Canadian hotels and resorts at September 30, 2003.

    In addition to hotel and resort management, at September 30, 2003,
    FHR had hotel ownership interests ranging from approximately 20% to
    100% in 23 properties, located in Canada, the United States, Mexico,
    Bermuda and Barbados. FHR also has an approximate 35% equity interest
    in Legacy Hotels Real Estate Investment Trust ("Legacy"), which owns
    22 hotels and resorts across Canada and two in the United States. FHR
    also owns real estate properties that are suitable for either
    commercial or residential development.

    Results for the three and nine months ended September 30, 2003 are
    not necessarily indicative of the results that may be expected for
    the full year due to seasonal and short-term variations. Revenues are
    typically higher in the second and third quarters versus the first
    and fourth quarters of the year in contrast to fixed costs such as
    amortization and interest, which are not significantly impacted by
    seasonal or short-term variations.


    2. These interim consolidated financial statements do not include all
    disclosures as required by Canadian generally accepted accounting
    principles for annual consolidated financial statements and should be
    read in conjunction with the audited consolidated financial
    statements for the year ended December 31, 2002 presented in the
    annual report. The accounting policies used in the preparation of
    these interim consolidated financial statements are consistent with
    the accounting policies used in the December 31, 2002 audited
    consolidated financial statements, except as discussed below.

    Long-lived assets

    Effective January 1, 2003, FHR adopted the new recommendations of The
    Canadian Institute of Chartered Accountants ("CICA") with respect to
    accounting for the impairment of long-lived assets. This standard
    requires that long-lived assets be reviewed for impairment whenever
    events or changes in circumstances indicate that the carrying amount
    of an asset may not be recoverable. Long-lived assets are grouped at
    the lowest level for which identifiable cash flows are largely
    independent, when testing for and measuring impairment. Under the new
    standard, a two-step process will determine the impairment of
    long-lived assets held for use, with the first step determining when
    impairment is recognized and the second step measuring the amount of
    the impairment. Impairment losses will be recognized when the
    carrying amount of long-lived assets exceeds the sum of the
    undiscounted cash flows expected to result from their use and
    eventual disposition and will be measured as the amount by which the
    long-lived asset's carrying amount exceeds its fair value. Adoption
    of this new standard did not have an impact on FHR's financial
    position, results of operations or cash flows.

    Also effective January 1, 2003, FHR adopted the new CICA
    recommendations relating to the disposal of long-lived assets and
    discontinued operations. Subject to certain criteria, long-lived
    assets and any associated assets or liabilities that management
    expects to dispose of by sale will now be classified as held for
    sale. The related results of operations from these assets classified
    as held for sale will be reported in discontinued operations if
    certain criteria are met, with reclassification of prior year's
    related operating results. Assets to be disposed of are reported at
    the lower of the carrying amount or fair value less costs to sell.
    Adoption of this new standard did not have an impact on FHR's
    financial position, results of operations or cash flows.


    3. Acquisition

    In February 2003, FHR acquired the remaining 50% equity interest in
    The Fairmont Copley Plaza Boston from entities controlled by Prince
    Alwaleed Bin Talal Bin Abdulaziz Al Saud of Saudi Arabia. The total
    purchase price for 100% of The Fairmont Copley Plaza Boston,
    including the 50% already owned, was approximately $117.0 and was
    satisfied by the issuance of one million common shares at a fair
    market value of $21.49 per share, the assumption of a mortgage at
    $64.5 and cash paid of $30.7. FHR purchased the initial 50% equity
    interest in the hotel in July 2001 for cash. The acquisition was
    accounted for using the step purchase method, and 100% of the results
    of the hotel have been included in the consolidated statements of
    income from February 10, 2003. Certain acquisition costs have been
    estimated in the purchase price equation and have not yet been
    finalized. The mortgage, secured by substantially all assets and an
    assignment of auxiliary rents of The Fairmont Copley Plaza Boston, is
    due March 5, 2007 and bears interest at floating rates based on LIBOR
    plus 225 basis points. In order to hedge against exposures to
    increases in interest rates, FHR has entered into an interest rate
    hedge to cap the LIBOR rate at 6.5%.

    The total cost of the hotel, including the 50% interest already
    owned, acquisition costs of $0.5 less cash acquired of $14.8, has
    been allocated to the tangible assets acquired and liabilities
    assumed on the basis of their respective estimated fair values on the
    acquisition date, as follows:

    Land $ 25.1
    Building 77.8
    Furniture, fixtures and equipment 2.5
    Long-term debt (64.5)
    Current assets 3.2
    Current liabilities (6.8)
    ----------
    $ 37.3
    ----------


    4. Other assets and deferred charges at September 30, 2003, includes a
    cash balance of $3.1 which is in reserve pursuant to terms of certain
    mortgage agreements. This cash is to be held in reserve for use
    towards certain capital expenditures.


    5. As at September 30, 2003, borrowings under two bank credit facilities
    which mature in the third quarter of 2004 were classified as current
    debt. FHR is currently negotiating the extension of one of these
    facilities and reviewing proposals for the replacement of the other.


    6. A $24.4 recovery of future income tax was recorded in June 2003 as a
    result of a favorable tax reassessment.


    7. Shareholders' equity
    September 30, December 31,
    2003 2002
    ------------- -------------

    Common shares $ 1,201.8 $ 1,191.5
    Contributed surplus 141.9 141.9
    Foreign currency translation adjustments 85.5 27.4
    Retained earnings 94.8 38.5
    ------------- -------------

    $ 1,524.0 $ 1,399.3
    ------------- -------------

    The diluted weighted-average number of common shares outstanding is
    calculated as follows:

    Three months ended Nine months ended
    September 30 September 30
    2003 2002 2003 2002
    --------- --------- --------- ---------
    (in millions) (in millions)

    Weighted-average number of common
    shares outstanding - basic 79.1 77.9 79.2 78.4
    Stock options 0.8 1.1 0.8 1.3
    --------- --------- --------- ---------

    Weighted-average number of common
    shares outstanding - diluted 79.9 79.0 80.0 79.7
    --------- --------- --------- ---------

    Effective October 8, 2003, FHR may repurchase for cancellation up to
    approximately 3.9 million or 5% of its outstanding common shares.
    The amounts and timing of repurchases are at FHR's discretion. Under
    the previous issuer bid which ended on October 2, 2003, during the
    nine months ended September 30, 2003, FHR repurchased 747,100 shares
    (nil for the third quarter) for total consideration of $16.8 ($nil
    for the third quarter), of which, $11.3 was charged to common shares
    and $5.5 was charged to retained earnings. During the nine months
    ended September 30, 2003, FHR issued 47,637 shares (33,843 shares for
    the third quarter) pursuant to the Key Employee Stock Option Plan
    ("KESOP"). $0.6 ($0.5 for the third quarter) was credited to common
    shares for options exercised. At September 30, 2003, 79,080,159
    common shares were outstanding (2002 - 78,569,035).

    During the nine months ended September 30, 2003, 107,000 (nil in the
    third quarter) stock options were granted. Assuming FHR elected to
    recognize the cost of its stock-based compensation based on the
    estimated fair value of stock options granted after January 1, 2002,
    net income and basic and diluted earnings per share would have been:

    Three months ended Nine months ended
    September 30 September 30
    2003 2002 2003 2002
    --------- --------- --------- ---------

    Reported net income $ 11.6 $ 39.0 $ 64.2 $ 81.5
    Net income assuming fair
    value method used $ 11.4 $ 39.0 $ 63.3 $ 81.1

    Assuming fair value method used
    Basic earnings per share $ 0.14 $ 0.50 $ 0.80 $ 1.03
    Diluted earnings per share $ 0.14 $ 0.49 $ 0.79 $ 1.02

    The fair value of each option granted was calculated at the
    respective grant date of each issuance using the Black-Scholes option
    pricing model with the following weighted average assumptions:

    Three months ended Nine months ended
    September 30 September 30
    2003 2002 2003 2002
    --------- --------- --------- ---------
    Expected dividend yield - 0.2% 0.3% 0.2%
    Expected volatility - 32.0% 36.2% 32.0%
    Risk-free interest rate - 4.24% 4.16% 4.24%
    Expected option life in years - 4.0 3.6 4.0


    8. In September, the two owned properties in Bermuda suffered extensive
    damage from Hurricane Fabian. FHR has insurance coverage for both
    property damage and business interruption. This insurance is subject
    to deductible amounts and uninsured items, estimated at $10 - $12. Of
    this amount, a provision of $7.4 was recorded in the third quarter.


    9. Changes in non-cash working capital:

    Three months ended Nine months ended
    September 30 September 30
    2003 2002 2003 2002
    --------- --------- --------- ---------

    Decrease (increase)
    in current assets
    Accounts receivable $ 10.8 $ 4.1 $ 0.9 $ (13.7)
    Inventory 0.8 1.2 0.3 -
    Prepaid expenses and other 9.1 - (0.9) (10.8)
    Increase (decrease) in
    current liabilities
    Accounts payable and accrued
    liabilities (6.1) (5.3) (17.3) (9.6)
    Taxes payable 0.5 5.4 (2.5) 3.3
    --------- --------- --------- ---------
    $ 15.1 $ 5.4 $ (19.5) $ (30.8)
    --------- --------- --------- ---------


    10. In February 2003, FHR completed a $120.0 financing secured by
    substantially all assets and an assignment of auxiliary rents of The
    Fairmont Kea Lani Maui. The mortgage is due March 1, 2006 and bears
    interest at the greater of 4.25% and LIBOR plus 310 basis points. FHR
    has entered into an interest rate contract to cap the LIBOR rate at
    9.0%.


    11. Guarantees

    Significant guarantees that have been provided to third parties
    include the following:

    Debt guarantees
    FHR has provided guarantees totalling $11.6 related to debts incurred
    by hotels in which it holds a minority equity interest. In the event
    that one of these hotels fails to meet certain financial obligations,
    the lenders may draw upon these guarantees. The term of these
    guarantees is equal to the term of the related debts, which are all
    due on demand. FHR has collateral security on the underlying hotel
    assets if the guarantees are drawn upon. No amount has been recorded
    in the financial statements for amounts owing under these guarantees.

    Business dispositions
    In the sale of all or a part of a business, FHR may agree to
    indemnify against claims for FHR's past business practices in the
    areas of tax and environmental matters. The term of such
    indemnification is subject to certain actions that are under the
    control of the acquirer and the amount of the indemnification is not
    limited. The nature of these indemnification agreements prevents FHR
    from estimating the maximum potential liability that it could be
    required to pay to counter parties. FHR has accruals in its financial
    statements of approximately $9 related to potential claims under the
    indemnifications made to date.

    Director and officer indemnification agreements
    FHR has entered into indemnification agreements with its current and
    former directors and officers to indemnify them, to the extent
    permitted by law, against any and all charges, costs, expenses,
    amounts paid in settlement and damages incurred by the directors and
    officers as a result of any lawsuit or any other judicial,
    administrative or investigative proceeding in which the directors and
    officers are sued as a result of their service. These indemnification
    claims will be subject to any statutory or other legal limitation
    period. The nature of the indemnification agreements prevents FHR
    from making a reasonable estimate of the maximum potential amount it
    could be required to pay to counter parties. FHR has purchased
    directors' and officers' liability insurance. No amount has been
    recorded in the financial statements with respect to these
    indemnification agreements as no claims are outstanding at this date.

    Other indemnification agreements
    In the normal course of operations, FHR may provide indemnification
    agreements, other than those listed above, to counterparties that
    would require FHR to compensate them for costs incurred as a result
    of changes in laws and regulations or as a result of litigation
    claims or statutory sanctions that may be suffered by the
    counterparty as a consequence of the transaction. The terms of these
    indemnification agreements will vary based upon the contract. The
    nature of the indemnification agreements prevents FHR from making a
    reasonable estimate of the maximum potential amount it could be
    required to be paid to counter parties. No amount has been recorded
    in the financial statements with respect to these indemnification
    agreements.


    12. Derivative financial instruments such as swaps, options and forward
    contracts are used by FHR in the management of its foreign currency
    and interest rate exposures. FHR's policy is to not use derivative
    financial instruments for trading or speculative purposes.

    At the inception of a hedge, FHR documents the relationship between
    the hedging instruments and the hedged items. This process includes
    linking the derivatives to specific assets and liabilities on the
    balance sheet or to specific firm commitments or forecasted
    transactions. FHR assesses the effectiveness of the hedge at the
    inception and throughout the hedge by considering factors such as the
    term of the instrument, the notional settlement amount of the
    derivative as compared to the dollar amount of the item being hedged
    and any other applicable factors. At the end of each period, FHR
    records any changes in fair value related to the portion of the
    derivative instruments that are no longer deemed to be effective or
    do not meet the criteria of a hedge in the consolidated statement of
    income.

    FHR designates its interest rate instruments as hedges of the
    interest expense on the underlying debt. Interest expense on the
    underlying debt is adjusted to include the payments made or received
    under the interest rate instruments. Foreign exchange translation
    gains or losses on foreign currency denominated derivative financial
    instruments used to hedge anticipated foreign currency cash flows are
    recognized as adjustments to revenues or expenses, as applicable,
    when the cash flows are recorded.

    At September 30, 2003, FHR had outstanding, two interest rate hedges
    to cap LIBOR at 6.5% on the mortgage secured by The Fairmont Copley
    Plaza Boston and to cap LIBOR at 9.0% on the mortgage secured by The
    Fairmont Kea Lani Maui. At September 30, 2003, the fair market value
    of the interest rate hedge agreements approximates their carrying
    value.


    13. Certain of the prior period figures have been reclassified to conform
    with the presentation adopted for 2003.


    14. Segmented Information

    FHR has five reportable operating segments in two core business
    activities, ownership and management operations. The segments are
    hotel ownership, investment in Legacy, real estate activities,
    Fairmont and Delta. Hotel ownership consists of real estate interests
    ranging from approximately 20% to 100% in 23 properties. The
    investment in Legacy consists of an approximate 35% equity interest
    in Legacy, which owns 22 hotels and resorts across Canada and two in
    the United States. Real estate activities consists primarily of two
    large undeveloped land blocks in Toronto and Vancouver. Fairmont is a
    North American luxury hotel and resort management company and Delta
    is a Canadian first-class hotel and resort management company.

    The performance of all segments is evaluated primarily on earnings
    before interest, taxes and amortization ("EBITDA"), which is
    defined as income before interest, taxes, amortization, other income
    and expenses and reorganization and corporate expenses. It includes
    income from investments and other. Amortization, other income and
    expenses, reorganization and corporate expenses, interest and income
    taxes are not allocated to the individual segments. All transactions
    among operating segments are conducted at fair market value.

    The following tables present revenues, EBITDA, total assets and
    capital expenditures for FHR's reportable segments:



    Three months ended September 30, 2003
    ---------------------------------------------------------------
    Ownership Management
    ---------------------------- ---------------
    Inter-
    Real segment
    Hotel Legacy estate Fairmont Delta Elimi- Total
    Ownership activities nation (a)
    --------- ------- -------- --------- ------- -------- --------

    Operating
    revenues $ 168.6 $ - $ 0.2 $ 12.5 $ 3.0 $ (4.9) $ 179.4
    Other
    revenues
    from
    managed and
    franchised
    properties - - - 7.0 2.2 - 9.2
    --------
    188.6
    Income (loss)
    from equity
    investments
    and other 1.3 2.6 - - - - 3.9
    EBITDA 35.0 2.6 (1.0) 8.6 2.2 (0.5) 46.9
    Total
    assets (b) 2,121.6 105.5 100.2 351.5 73.1 (269.2) 2,482.7
    Capital
    expenditures 19.3 - - 0.6 - - 19.9


    Three months ended September 30, 2002
    ---------------------------------------------------------------
    Ownership Management
    ---------------------------- ---------------
    Inter-
    Real segment
    Hotel Legacy estate Fairmont Delta Elimi- Total
    Ownership activities nation (a)
    --------- ------- -------- --------- ------- -------- --------

    Operating
    revenues $ 150.3 $ - $ 11.9 11.3 3.6 $ (4.7) $ 172.4
    Other
    revenues
    from
    managed and
    franchised
    properties - - - 5.1 2.0 - 7.1
    --------
    179.5
    Income (loss)
    from equity
    investments
    and other 3.7 7.2 - - - - 10.9
    EBITDA 54.3 7.2 2.1 8.2 2.7 (0.3) 74.2
    Total
    assets (b) 1,848.7 69.7 87.1 201.5 70.4 (252.9) 2,024.5
    Capital
    expenditures 10.6 - - 1.0 - - 11.6


    Nine months ended September 30, 2003
    ---------------------------------------------------------------
    Ownership Management
    ---------------------------- ---------------
    Inter-
    Real segment
    Hotel Legacy estate Fairmont Delta Elimi- Total
    Ownership activities nation (a)
    --------- ------- -------- --------- ------- -------- --------

    Operating
    revenues $ 462.5 $ - $ 31.4 $ 33.4 $ 8.7 $(14.3) $ 521.7
    Other
    revenues
    from
    managed and
    franchised
    properties - - - 17.6 6.1 - 23.7
    --------
    545.4
    Income (loss)
    from equity
    investments
    and other 1.8 (4.2) - - - - (2.4)
    EBITDA 96.3 (4.2) 14.9 19.9 6.5 (0.9) 132.5
    Total
    assets (b) 2,121.6 105.5 100.2 351.5 73.1 (269.2) 2,482.7
    Capital
    expenditures 54.3 - - 1.2 - - 55.5


    Nine months ended September 30, 2002
    ---------------------------------------------------------------
    Ownership Management
    ---------------------------- ---------------
    Inter-
    Real segment
    Hotel Legacy estate Fairmont Delta Elimi- Total
    Ownership activities nation (a)
    --------- ------- -------- --------- ------- -------- --------

    Operating
    revenues $ 407.5 $ - $ 31.9 $ 30.3 $ 8.6 $(13.3) $ 465.0
    Other
    revenues
    from
    managed and
    franchised
    properties - - - 14.9 6.1 - 21.0
    --------
    486.0
    Income (loss)
    from equity
    investments
    and other 8.3 6.9 - - - - 15.2
    EBITDA 126.9 6.9 5.7 20.6 6.2 (0.8) 165.5
    Total
    assets (b) 1,848.7 69.7 87.1 201.5 70.4 (252.9) 2,024.5
    Capital
    expenditures 60.3 - - 3.6 - - 63.9

    (a) Revenues represent management fees that are charged by Fairmont of
    $4.8 (2002 - $4.6) and $14.1 (2002 - $13.1) for the three and nine
    months ended September 30, 2003 respectively, and Delta of $0.1
    (2002 - $0.1) and $0.2 (2002 - $0.2) for the three and nine months
    ended September 30, 2003 respectively, to the hotel ownership
    operations, which are eliminated on consolidation. EBITDA represents
    expenses not reimbursed relating to marketing and reservation
    services performed by FHR under the terms of its hotel management and
    franchise agreements. Total assets represent the elimination of
    inter-segment loans net of corporate assets.

    (b) Hotel ownership assets include $41.9 (2002 - $51.9) of investments
    accounted for using the equity method.


    15. Related Party Transactions

    In August 2003, FHR entered into a long-term incentive based
    management contract with Legacy for The Fairmont Olympic Hotel,
    Seattle. This transaction was recorded at the exchange value, which
    is the amount established and agreed to by the related parties. In
    connection with FHR securing the management contract on this property
    and another under a similar arrangement, FHR has agreed to pay an
    aggregate amount of $18.0 over a three-year period. These amounts
    have been accounted for as intangible assets and are amortized over
    the life of the management contracts. The amortization expense will
    be applied to reduce revenues from management operations. The current
    portion of the liability has been recorded in accounts payable and
    accrued liabilities, while the long-term portion has been recorded as
    other liabilities. At September 30, 2003, FHR has a liability due to
    Legacy of $13.5 in connection with various management contracts with
    Legacy.

    In connection with Legacy's acquisition of The Fairmont Olympic
    Hotel, Seattle, FHR entered into a reciprocal loan agreement with
    Legacy for $19.0. The loan matures October 2013 and bears interest at
    normal commercial rates payable quarterly in arrears. In the event
    that either FHR or Legacy does not make its required interest or
    principal payments, the other party is not required to make its
    payment either. If such payment has already been made, it must be
    returned. The loans meet all the requirements for the righ

    Logos, product and company names mentioned are the property of their respective owners.

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