Four Seasons Hotels Inc. posts results for three months ended and year ended December 31, 2006

Share Name	Share Symbol	Market	Type
Four Seasons Hotel	NYSE:FS	NYSE	Ordinary Share

Four Seasons Hotel (NYSE:FS)
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TORONTO, March 12 /PRNewswire-FirstCall/ -- Four Seasons Hotels Inc. (TSX Symbol "FSH"; NYSE Symbol "FS") today released its results for the three months ended and year ended December 31, 2006. The attached 2006 Management's Discussion and Analysis for the year ended December 31, 2006 and unaudited consolidated financial statements for the three months ended and year ended December 31, 2006 form a part of this news release. The Company's 2006 Management's Discussion and Analysis, audited consolidated financial statements for the years ended December 31, 2006 and 2005 and audited reconciliation to United States generally accepted accounting principles for the years ended December 31, 2006 and 2005 are available on the Company's website at http://www.fourseasons.com/. In addition, these documents will be available at the Canadian SEDAR website at http://www.sedar.com/ and at the U.S. Securities and Exchange Commission's website at http://www.sec.gov/. Endnotes can be found at the end of this news release. Highlights of the Three Months ended and Year ended December 31, 2006(A) As more fully disclosed in the Company's unaudited consolidated financial statements and Management's Discussion and Analysis, for the three months ended and year ended December 31, 2006, as compared to the same periods in 2005: Hotel and Resort Operating Results: - For the three months ended December 31, 2006, RevPAR(B) increased at our worldwide Core Hotels(C) by 13.9% and at our US Core Hotels by 8.4%. For the year ended December 31, 2006, RevPAR increased at our worldwide Core Hotels by 11.8% and at our US Core Hotels by 10.2%. - For the three months ended December 31, 2006, gross operating margins(D) increased at our worldwide Core Hotels by 310 basis points to 32.5%, and at our US Core Hotels, gross operating margins increased by 190 basis points to 30.2%. For the year ended December 31, 2006, gross operating margins increased at our worldwide Core Hotels by 220 basis points to 32.4%, and at our US Core Hotels gross operating margins increased by 180 basis points to 30.4%. - For the three months ended December 31, 2006, revenues under management increased 18.5% to $801.6 million from $676.7 million. For the year ended December 31, 2006, revenues under management increased 15.0% to $2.9 billion from $2.6 billion. Company Operating Results: - At December 31, 2006, we had approximately 18,025 rooms under management, as compared to approximately 17,300 rooms at December 31, 2005. - As a result of improved results at properties under our management and, to a lesser extent, an increase in the number of rooms under management, hotel management fees increased 31.7% in the three months ended December 31, 2006. For the year ended December 31, 2006, hotel management fees increased 22.8%. - Base fees increased 16.6% to $22.4 million in the three months ended December 31, 2006 and 13.7% to $83.8 million for the year ended December 31, 2006, principally as a result of RevPAR improvements at our worldwide Core Hotels and the contribution from recently opened properties under management. - As a result of improved profitability and the addition of new properties under our management, incentive fees increased 79.9% to $10.8 million for the three months ended December 31, 2006 and 47.7% to $40.0 million for the year ended December 31, 2006. - Other fees improved 3.9% for the three months ended December 31, 2006 to $4.2 million and improved 24.7% to $17.5 million for the year ended December 31, 2006, primarily as a result of an increase in branded residential royalty fees, which vary from period to period based on, among other things, the volume of sales closing in those periods; these fluctuations may be significant. - General and administrative expenses increased 10.3% to $18.4 million for the three months ended December 31, 2006, and 7.4% to $62.4 million for the year ended December 31, 2006. - Operating earnings before other items(E) increased 57.8% to $19.3 million for the three months ended December 31, 2006, and 42.7% to $80.1 million for the year ended December 31, 2006. - For the three months ended December 31, 2006, net earnings were $16.9 million ($0.45 basic earnings per share and $0.44 diluted earnings per share), compared to a net loss of $37.8 million ($1.03 basic and diluted loss per share) for the three months ended December 31, 2005. For the three months ended December 31, 2005, net loss included foreign exchange losses, asset provisions and write downs, and expenses related to the conversion of a defined benefit plan to a defined contribution retirement plan totaling approximately $56.8 million. - For the year ended December 31, 2006, net earnings were $50.3 million ($1.36 basic earnings per share and $1.33 diluted earnings per share), as compared to net loss of $28.2 million for the same period in 2005 ($0.77 basic and diluted loss per share). For the year ended December 31, 2005, net loss included foreign exchange losses, asset provisions and write downs, and expenses related to the conversion of a defined contribution retirement plan totaling approximately $89.2 million. Going Private Transaction On February 12, 2007, the Company announced that it has entered into a definitive acquisition agreement to implement the previously announced proposal to take the Company private at a price of $82.00 cash per Limited Voting Share. Following completion of the transaction, Four Seasons would be owned by affiliates of Cascade Investment, L.L.C. (an entity owned by William H. Gates III), Kingdom Hotels International (a company owned by a trust created for the benefit of His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud and his family), and Isadore Sharp. A meeting of shareholders to consider the proposed transaction is anticipated to take place in April 2007, in Toronto. A management information circular relating to that meeting is currently expected to be mailed on or about the week of March 12, 2007, to shareholders of record on February 28, 2007, and has been filed with the United States Securities and Exchange Commission and the Canadian Securities Administrators. It is anticipated that the transaction, if approved by shareholders, will be completed in the second quarter of 2007. Endnotes ---------------------- (A) All amounts disclosed in this news release are in US dollars unless otherwise noted. (B) RevPAR is defined as average room revenue per available room. It is a non-GAAP financial measure and does not have any standardized meaning prescribed by GAAP. It is, therefore, unlikely to be comparable to similar measures presented by other issuers. We use RevPAR because it is a commonly used indicator of market performance for hotels and resorts and represents the combination of the average daily room rate and the average occupancy rate achieved during the period. RevPAR does not include food and beverage or other ancillary revenues generated by a hotel or resort. RevPAR is the most commonly used measure in the lodging industry to measure the period-over-period performance of comparable properties. Our calculation of RevPAR may be different than the calculation used by other lodging companies. (C) The term "Core Hotels" means hotels and resorts under management for the full year of both 2006 and 2005. However, if a "Core Hotel" has undergone or is undergoing an extensive renovation program in one of those years that materially affects the operation of the property in that year, it ceases to be included as a "Core Hotel" in either year. Changes from the 2005/2004 Core Hotels are the additions of Four Seasons Resort Scottsdale at Troon North, Four Seasons Resort Whistler, Four Seasons Resort Costa Rica at Peninsula Papagayo, Four Seasons Hotel Gresham Palace Budapest, Four Seasons Resort Provence at Terre Blanche and Four Seasons Hotel Cairo at Nile Plaza, and the deletion of The Regent Kuala Lumpur. (D) Gross operating margin represents gross operating profit as a percentage of gross operating revenue. (E) Operating earnings before other items is equal to net earnings (loss), plus (i) income tax expense less (ii) income tax recovery plus (iii) interest expense less (iv) interest income plus (v) other expenses less (vi) other income plus (vii) depreciation and amortization. Operating earnings before other items is a non-GAAP financial measure and does not have any standardized meaning prescribed by GAAP. It is, therefore, unlikely to be comparable to similar measures presented by other issuers. We consider operating earnings before other items to be a meaningful indicator of operations and use it as a measure to assess our operating performance. It is included because we believe it can be useful in measuring our ability to service debt, fund capital expenditures and expand our business. Operating earnings before other items is also used by investors, analysts and our lenders as a measure of our financial performance. This document contains "forward-looking statements" within the meaning of applicable securities laws, including RevPAR, profit margin and earning trends; statements concerning the number of lodging properties expected to be added in this and future years; expected investment spending; similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts; and statements relating to the proposal to take Four Seasons Hotels Inc. private and anticipated financial results. Various factors and assumptions were applied or taken into consideration in arriving at these statements, which do not take into account the effect that non-recurring or other special items announced after the statements are made may have on our business. These statements are not guarantees of future performance and, accordingly, you are cautioned not to place undue reliance on these statements. These statements are subject to numerous risks and uncertainties, including those described in our annual information form and in this document. (See discussion under "Operating Risks" in our Annual Information Form at page 17, and in our Management's Discussion and Analysis for the year ended December 31, 2006 at page 55.) Those risks and uncertainties include adverse factors generally encountered in the lodging industry; the risks associated with world events, including war, terrorism, international conflicts, natural disasters, extreme weather conditions and infectious diseases; general economic conditions, fluctuations in relative exchange rates of various currencies, supply and demand changes for hotel rooms and residential properties, competitive conditions in the lodging industry, the risks associated with our ability to maintain and renew management agreements and expand the portfolio of properties that we manage, relationships with clients and property owners and the availability of capital to finance growth. Many of these risks and uncertainties can affect our actual results and could cause our actual results to differ materially from those expressed or implied in any forward-looking statement made by us or on our behalf. In addition, actual results and developments relating to the proposal may differ materially from those contemplated by the statements herein, due to, among other things, the risks that the parties will not proceed with the transaction, that the terms of the transaction will differ from those that currently are contemplated, and that the transaction will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities and the timing of completion). All forward-looking statements in this document are qualified by these cautionary statements. These statements are made as of the date of this document and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Additionally, we undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of Four Seasons Hotels Inc., its financial or operating results or its securities or any of the properties that we manage or in which we may have an interest. FOUR SEASONS HOTELS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended Years ended (In thousands of US dollars December 31, December 31, except per share amounts) 2006 2005 2006 2005 ------------------------------------------------------------------------- Revenues: Hotel management fees $ 33,243 $ 25,239 $ 123,866 $ 100,841 Other fees 4,216 4,057 17,521 14,048 Hotel ownership revenues 8,633 7,505 33,374 65,475 Reimbursed costs 23,674 21,697 78,664 67,974 -------------------------------------------- 69,766 58,498 253,425 248,338 -------------------------------------------- Expenses: General and administrative expenses (18,361) (16,653) (62,428) (58,148) Hotel ownership cost of sales and expenses (8,398) (7,897) (32,212) (66,086) Reimbursed costs (23,674) (21,697) (78,664) (67,974) -------------------------------------------- (50,433) (46,247) (173,304) (192,208) -------------------------------------------- Operating earnings before other items 19,333 12,251 80,121 56,130 Depreciation and amortization (4,723) (2,675) (14,598) (11,187) Other income (expenses), net (note 5) 3,184 (56,789) (3,811) (89,208) Interest income 6,483 5,156 22,405 16,746 Interest expense (3,551) (3,144) (14,910) (11,545) -------------------------------------------- Earnings (loss) before income taxes 20,726 (45,201) 69,207 (39,064) -------------------------------------------- Income tax recovery (expense) (note 6): Current (3,246) (1,523) (13,415) (1,912) Future (601) 8,954 (5,505) 12,753 -------------------------------------------- (3,847) 7,431 (18,920) 10,841 -------------------------------------------- Net earnings (loss) $ 16,879 $ (37,770) $ 50,287 $ (28,223) -------------------------------------------- -------------------------------------------- Basic earnings (loss) per share (note 4(a)) $ 0.45 $ (1.03) $ 1.36 $ (0.77) -------------------------------------------- -------------------------------------------- Diluted earnings (loss) per share (note 4(a)) $ 0.44 $ (1.03) $ 1.33 $ (0.77) -------------------------------------------- -------------------------------------------- See accompanying notes to consolidated financial statements. FOUR SEASONS HOTELS INC. CONSOLIDATED BALANCE SHEETS As at As at (Unaudited) December 31, December 31, (In thousands of US dollars) 2006 2005 ------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 358,949 $ 242,178 Receivables 67,397 69,690 Inventory 6,096 7,326 Prepaid expenses 3,346 2,950 --------------------------- 435,788 322,144 Long-term receivables 153,224 175,374 Investments in hotel partnerships and corporations (note 2) 65,552 99,928 Fixed assets 81,490 64,850 Investment in management contracts 187,861 164,932 Investment in trademarks 4,224 4,210 Future income tax assets 9,099 14,439 Other assets 54,729 34,324 --------------------------- $ 991,967 $ 880,201 --------------------------- --------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 74,307 $ 54,797 Long-term obligations due within one year 2,350 4,853 --------------------------- 76,657 59,650 Long-term obligations (note 3) 266,835 273,825 Shareholders' equity (note 4): Capital stock 287,576 250,430 Convertible notes 36,920 36,920 Contributed surplus 11,881 10,861 Retained earnings 207,600 160,741 Equity adjustment from foreign currency translation 104,498 87,774 --------------------------- 648,475 546,726 Subsequent event (note 10) --------------------------- $ 991,967 $ 880,201 --------------------------- --------------------------- See accompanying notes to consolidated financial statements. FOUR SEASONS HOTELS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended Years ended (Unaudited) December 31, December 31, (In thousands of US dollars) 2006 2005 2006 2005 ------------------------------------------------------------------------- Cash provided by (used in): Operating activities: Net earnings (loss) $ 16,879 $ (37,770) $ 50,287 $ (28,223) Items not affecting cash: Stock-based compensation expense 3,613 839 5,255 2,333 Depreciation and amortization 4,723 2,675 14,598 11,187 Foreign exchange loss (gain) (7,976) 4,778 (1,343) 24,632 Gain on disposition of assets (620) (9,015) (620) (3,175) Loss on retirement benefit plan transition - 35,467 - 35,467 Provision for loss 2,712 25,559 3,074 32,284 Future income tax expense (recovery) 601 (8,954) 5,505 (12,753) Other 102 3,482 1,291 4,969 Amount paid relating to partial termination of currency and interest rate swap (note 3) (21,000) - (21,000) - Amount paid relating to retirement benefit plan transition - (36,029) - (36,029) Changes in non-cash working capital 21,407 9,061 20,925 (4,215) -------------------------------------------- Cash provided by (used in) operating activities 20,441 (9,907) 77,972 26,477 -------------------------------------------- Investing activities: Advances of long-term receivables (3,787) (6,216) (25,568) (44,865) Receipt of long-term receivables 50,900 15,159 65,336 34,561 Investments in hotel partnerships and corporations 510 2,081 (190) (8,732) Disposal of hotel partnerships and corporations 15,873 11,935 16,580 24,607 Purchase of fixed assets (6,034) (5,885) (22,182) (18,706) Investments in trademarks and management contracts (655) 11,148 (17,506) 10,473 Other assets (3,357) 288 (9,883) (7,614) -------------------------------------------- Cash provided by (used in) investing activities 53,450 28,510 6,587 (10,276) -------------------------------------------- Financing activities: Long-term obligations, including current portion (323) 1,259 (3,099) 39 Issuance of shares 30,669 54 36,305 7,046 Dividends paid - - (3,378) (3,142) -------------------------------------------- Cash provided by financing activities 30,346 1,313 29,828 3,943 -------------------------------------------- Increase in cash and cash equivalents 104,237 19,916 114,387 20,144 Increase (decrease) in cash and cash equivalents due to unrealized foreign exchange gain (loss) 470 790 2,384 (4,343) Cash and cash equivalents, beginning of period 254,242 221,472 242,178 226,377 -------------------------------------------- Cash and cash equivalents, end of period $ 358,949 $ 242,178 $ 358,949 $ 242,178 -------------------------------------------- -------------------------------------------- Supplementary information: Interest received $ 8,061 $ 8,127 $ 21,186 $ 18,576 Interest paid (101) (140) (6,172) (5,056) Income taxes received (paid), net 1,146 521 (979) (6,376) See accompanying notes to consolidated financial statements. FOUR SEASONS HOTELS INC. CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (Unaudited) Years ended December 31, (In thousands of US dollars) 2006 2005 ------------------------------------------------------------------------- Retained earnings, beginning of year $ 160,741 $ 192,129 Net earnings (loss) 50,287 (28,223) Dividends declared (3,428) (3,165) --------------------------- Retained earnings, end of year $ 207,600 $ 160,741 --------------------------- --------------------------- See accompanying notes to consolidated financial statements. FOUR SEASONS HOTELS INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (In thousands of US dollars except per share amounts) ------------------------------------------------------------------------- In these interim consolidated financial statements, the words, "we", "us", "our", and other similar words are references to Four Seasons Hotels Inc. ("FSHI") and its consolidated subsidiaries. These interim consolidated financial statements do not include all disclosures required by Canadian generally accepted accounting principles for annual financial statements and should be read in conjunction with our most recently prepared annual consolidated financial statements for the year ended December 31, 2005. 1. Significant accounting policies: The significant accounting policies used in preparing these interim consolidated financial statements are consistent with those used in preparing our annual consolidated financial statements for the year ended December 31, 2005, except as disclosed below: (a) Non-monetary transactions: In June 2005, The Canadian Institute of Chartered Accountants ("CICA") issued Section 3831, "Non-Monetary Transactions", which introduces new requirements for non-monetary transactions initiated on or after January 1, 2006. The amended requirements will result in non-monetary transactions being measured at fair values unless certain criteria are met, in which case, the transaction is measured at carrying value. The implementation of Section 3831, on a prospective basis for transactions initiated on or after January 1, 2006, did not have any impact on our consolidated financial statements for the three months and the year ended December 31, 2006. (b) Financial instruments: In January 2005, the CICA issued three new accounting standards related to financial instruments: Section 3855, "Financial Instruments - Recognition and Measurement", Section 3865, "Hedges", and Section 1530, "Comprehensive Income". These new standards are effective for fiscal years beginning on or after October 1, 2006. Section 3855 prescribes when a financial instrument is to be recognized on the balance sheet and at what amount, and also specifies how financial instrument gains and losses are to be presented. Section 3865 provides additional accounting treatments to Section 3855 for entities, which choose to designate qualifying transactions as hedges for accounting purposes, by specifying how hedge accounting is applied and the required disclosures. It also defines a fair value hedge, a cash flow hedge and a hedge of a net investment in a self-sustaining foreign operation and provides guidance on how to account for each. In addition, it requires that any ineffectiveness in a hedging relationship be recorded immediately in income. Section 1530 introduces a new requirement to present certain revenues, expenses, gains and losses, which may include the impact of certain financial instruments, that otherwise would not be immediately recorded in income, in a statement of comprehensive income with the same prominence as other statements that constitute a complete set of financial statements. We are still assessing the implications of these new standards and have not yet determined the impact of the implementation of these standards on our 2007 consolidated financial statements. (c) Stock-based compensation: In July 2006, the Emerging Issues Committee of the CICA issued Abstract EIC-162, "Stock-Based Compensation for Employees Eligible to Retire Before the Vesting Date", which requires compensation cost to be recognized over the period from the grant date to the date the employee becomes eligible to retire. The implementation of EIC-162, on a retroactive basis from January 1, 2006, did not have an impact on our consolidated financial statements for the three months and year ended December 31, 2006. (d) Comparative figures: Certain 2005 comparative figures have been reclassified to conform with the financial statement presentation adopted for 2006. 2. Hotel investment transaction: In February 2006, we exchanged our equity interest in a property under our management for a management contract enhancement of approximately the same fair value. No gain or loss was recorded in connection with this transaction. 3. Currency and interest rate swap: In December 2006, we terminated 80% of the notional amount of the currency component of our currency and interest rate swap relating to the final exchange of principal by making a payment of $21,000. The swap had been designated as a fair value hedge of our convertible senior notes. The book value of the terminated portion of the swap at the date of termination was C$19.5 million ($16,980). The loss of C$4.6 million ($4,020) was deferred for accounting purposes and recorded in "Other assets", and is being amortized over the period to July 30, 2009, which is the maturity date of the swap agreement. For the three months and year ended December 31, 2006, $87 of the deferred loss was amortized and recorded as a foreign exchange loss. Under the amended swap, we will pay C$62.4 million and receive $50,000 on July 30, 2009. There were no other changes to the original swap, including the notional amounts relating to the exchange of interest. As a result of the partial termination of the swap, we no longer met all the conditions for designating the amended swap as a fair value hedge of our convertible senior notes, and therefore ceased hedge accounting as at this date. The unrealized loss relating to the remaining notional amount of the currency component of the swap of C$1.2 million ($1,005) and the unrealized loss relating to the notional amount of the interest component of the swap of C$2.1 million ($1,794) were deferred for accounting purposes and recorded in "Other assets". These deferred losses are being amortized over the period to July 30, 2009. For the three months and year ended December 31, 2006, $22 of the deferred loss relating to the currency component of the swap was amortized and recorded as a foreign exchange loss and $39 of the deferred loss relating to the interest component of the swap was amortized and recorded as interest expense. The amended swap is being marked-to-market on a monthly basis and accrued under "Long-term obligations", with the resulting changes in fair values being recognized in "Other expenses, net". For the three months and year ended December 31, 2006, a gain of $752 was recognized on the marked-to-market valuation. 4. Shareholders' equity: As at December 31, 2006, we have 3,725,698 outstanding Variable Multiple Voting Shares ("VMVS"), 33,661,638 outstanding Limited Voting Shares ("LVS"), and 3,666,079 outstanding stock options (weighted average exercise price of C$59.70 ($51.23)). (a) Earnings (loss) per share: A reconciliation of the net earnings (loss) and weighted average number of VMVS and LVS used to calculate basic and diluted earnings (loss) per share is as follows: Three months ended December 31, 2006 2005 ------------------------------------------------------------------------- Net earnings Shares Net loss Shares ------------------------------------------------------------------------- Basic earnings (loss) per share amounts $ 16,879 37,118,121 $ (37,770) 36,640,579 Effect of assumed dilutive conversions: Stock option plan - 1,223,754 - - ------------------------------------------------ Diluted earnings (loss) per share amounts $ 16,879 38,341,875 $ (37,770) 36,640,579 ------------------------------------------------ ------------------------------------------------ Years ended December 31, 2006 2005 ------------------------------------------------------------------------- Net earnings Shares Net loss Shares ------------------------------------------------------------------------- Basic earnings (loss) per share amounts $ 50,287 36,843,367 $ (28,223) 36,628,206 Effect of assumed dilutive conversions: Stock option plan - 886,929 - - ------------------------------------------------ Diluted earnings (loss) per share amounts $ 50,287 37,730,296 $ (28,223) 36,628,206 ------------------------------------------------ ------------------------------------------------ The diluted earnings per share calculation excluded the effect of the assumed conversions of 84,600 and 804,436 stock options to LVS, under our stock option plan, during the three months and year ended December 31, 2006, respectively, as the inclusion of these options would have resulted in an anti- dilutive effect. As we incurred a net loss for the three months and year ended December 31, 2005, all 4,485,463 outstanding stock options were excluded from the calculation of diluted loss per share for these periods. In addition, the dilution relating to the assumed conversion of convertible senior notes to 3,489,525 LVS has been excluded from the calculation, as the inclusion of this conversion resulted in an anti-dilutive effect for the three months and year ended December 31, 2006 and 2005. (b) Stock-based compensation: We use the fair value-based method to account for all employee stock options granted or modified on or after January 1, 2003. Accordingly, options granted prior to that date continue to be accounted for using the settlement method. Stock options to acquire 41,650 LVS were granted in the year ended December 31, 2006 at a weighted average exercise price of C$62.61 ($53.65). The fair value of stock options granted in the year ended December 31, 2006 was estimated using the Black- Scholes options pricing model with the following assumptions: risk-free interest rates ranging from 4.09% to 4.17%; semi- annual dividend per LVS of C$0.055; volatility factor of the expected market price of our LVS of 27%; and expected lives of the options ranging between four and seven years, depending on the level of the employee who was granted stock options. For the options granted in the year ended December 31, 2006, the weighted average fair value of the options at the grant dates was C$21.49 ($18.41). For purposes of stock option expense and pro forma disclosures, the estimated fair value of the options is amortized to compensation expense over the options' vesting period. There were no stock options granted in the three months ended December 31, 2006 and the year ended December 31, 2005. Pro forma disclosure is required to show the effect of the application of the fair value-based method to employee stock options granted during 2002, which were not accounted for using the fair value-based method. For the three months and years ended December 31, 2006 and 2005, if we had applied the fair value-based method to options granted during 2002, our net earnings (loss) and basic and diluted earnings (loss) per share would have been adjusted to the pro forma amounts indicated below: Three months ended Years ended December 31, December 31, 2006 2005 2006 2005 ------------------------------------------------------------------------- Stock option expense included in compensation expense $ (664) $ (839) $ (2,305) $ (2,333) -------------------------------------------- -------------------------------------------- Net earnings (loss), as reported $ 16,879 $ (37,770) $ 50,287 $ (28,223) Decrease (increase) in stock option expense that would have been recorded if all stock options granted during 2002 had been expensed (625) 463 (2,579) (1,626) -------------------------------------------- Pro forma net earnings (loss) $ 16,254 $ (37,307) $ 47,708 $ (29,849) -------------------------------------------- -------------------------------------------- Earnings (loss) per share: Basic, as reported $ 0.45 $ (1.03) $ 1.36 $ (0.77) Basic, pro forma 0.44 (1.02) 1.29 (0.81) Diluted, as reported 0.44 (1.03) 1.33 (0.77) Diluted, pro forma 0.42 (1.02) 1.27 (0.81) 5. Other income (expenses), net: Three months ended Years ended December 31, December 31, 2006 2005 2006 2005 ------------------------------------------------------------------------- Costs related to pending arrangement transaction (note 10) $ (3,452) $ - $ (3,452) $ - Asset provisions and write-downs(a) (2,712) (25,558) (3,074) (32,284) Foreign exchange gain (loss)(b) 7,976 (4,778) 1,343 (24,632) Unrealized swap derivative gain (note 3) 752 - 752 - Gain on disposition of assets(c) 620 9,014 620 3,175 Loss on retirement benefit plan transition - (35,467) - (35,467) -------------------------------------------- $ 3,184 $ (56,789) $ (3,811) $ (89,208) -------------------------------------------- -------------------------------------------- (a) Asset provisions and write-downs of $2,712 and $3,074 for the three months and year ended December 31, 2006, respectively, relates primarily to a write-down on investments in hotel partnerships and corporations. Asset provisions and write-downs for the three months and year ended December 31, 2005 includes a provision for loss of $8,829 on long-term receivables, a write-down of $15,923 and $17,853, respectively, on investments in hotel partnerships and corporations, a write-down of $479 and $5,105, respectively, on investment in management contracts and other provisions of $327 and $497, respectively. (b) The foreign exchange gain (loss) in 2006 and 2005 related primarily to the foreign currency translation gains and losses on unhedged net monetary asset and liability positions, primarily in US dollars, euros, pounds sterling and Australian dollars, and local currency foreign exchange gains and losses on net monetary assets incurred by our designated foreign self- sustaining subsidiaries. As at December 31, 2006, we have foreign exchange forward contracts in place to sell forward $39,068 of US dollars to receive Canadian dollars at a weighted average forward exchange rate of 1.11 Canadian dollars to a US dollar maturing over the period to April 2008. All our foreign exchange forward contracts are being marked-to-market on a monthly basis with the resulting changes in fair values being recorded as a foreign exchange gain or loss. This resulted in foreign exchange loss of $1,813 and $544 being recorded in the three months and year ended December 31, 2006, respectively (2005 - foreign exchange loss of $127 for both periods). (c) Gain on disposition of assets for the three months and year ended December 31, 2006 includes a net gain of $620 (2005 - $9,892 and $9,337, respectively) on the dispositions of investments in hotel partnerships and corporations and the settlement of long-term receivables, and in 2005, also included a gain on the exit from certain management contracts. For the three months and year ended December 31, 2005, it also included a loss of $878 and $6,162, respectively, on the assignment of leases and the sale of related assets of The Pierre. 6. Income taxes: During the three months and year ended December 31, 2006, we did not record approximately $1,477 and $3,434, respectively, of a tax benefit related to the foreign exchange losses, due to the uncertainty associated with the utilization of these losses. In connection with the disposition of The Pierre in June 2005, we recorded an income tax benefit of approximately $9,400 for the year ended December 31, 2005. 7. Pension expense: For the year ended December 31, 2006, we incurred a pension expense of $1,816 (2005 - $2,001) related to the defined benefit retirement plan and $2,160 (2005 - $2,243) related to the defined contribution retirement plan. 8. Guarantees and commitments: We have provided certain guarantees and have other similar commitments typically made in connection with properties under our management. These contractual obligations and other commitments are more fully described in the consolidated financial statements for the year ended December 31, 2005. Since December 31, 2005, we have decreased our guarantees and commitments by approximately $1,300. 9. Segmented information: Our strategy is to focus on Management Operations rather than Ownership Operations. Four Seasons Hotel Vancouver is our only remaining hotel whose results we currently consolidate. As a result, commencing January 1, 2006, corporate expenses are reflected as general and administrative expenses in the consolidated statements of operations for the three months and year ended December 31, 2006. Corporate expenses for the three months and year ended December 31, 2005 that previously were included in our Ownership Operations segment have been reclassified to the Management Operations segment and included in general and administrative expenses in the consolidated statements of operations. Three months ended December 31, 2006 -------------------------------------- Management Ownership Operations Operations Total ------------------------------------------------------------------------- Revenues: Hotel management fees $ 33,243 $ - $ 33,243 Other fees 4,216 - 4,216 -------------------------------------- 37,459 - 37,459 Hotel ownership revenues - 8,633 8,633 Reimbursed costs 23,674 - 23,674 -------------------------------------- 61,133 8,633 69,766 -------------------------------------- Expenses: General and administrative expenses (18,361) - (18,361) Hotel ownership cost of sales and expenses - (8,398) (8,398) Reimbursed costs (23,674) - (23,674) -------------------------------------- (42,035) (8,398) (50,433) -------------------------------------- Operating earnings before other items $ 19,098 $ 235 $ 19,333 -------------------------------------- -------------------------------------- Three months ended December 31, 2005 -------------------------------------- Management Ownership Operations Operations Total ------------------------------------------------------------------------- Revenues: Hotel management fees $ 25,239 $ - $ 25,239 Other fees 4,057 - 4,057 -------------------------------------- 29,296 - 29,296 Hotel ownership revenues - 7,505 7,505 Reimbursed costs 21,697 - 21,697 -------------------------------------- 50,993 7,505 58,498 -------------------------------------- Expenses: General and administrative expenses (16,653) - (16,653) Hotel ownership cost of sales and expenses - (7,897) (7,897) Reimbursed costs (21,697) - (21,697) -------------------------------------- (38,350) (7,897) (46,247) -------------------------------------- Operating earnings (loss) before other items $ 12,643 $ (392) $ 12,251 -------------------------------------- -------------------------------------- Year ended December 31, 2006 -------------------------------------- Management Ownership Operations Operations Total ------------------------------------------------------------------------- Revenues: Hotel management fees $ 123,866 $ - $ 123,866 Other fees 17,521 - 17,521 -------------------------------------- 141,387 - 141,387 Hotel ownership revenues - 33,374 33,374 Reimbursed costs 78,664 - 78,664 -------------------------------------- 220,051 33,374 253,425 -------------------------------------- Expenses: General and administrative expenses (62,428) - (62,428) Hotel ownership cost of sales and expenses - (32,212) (32,212) Reimbursed costs (78,664) - (78,664) -------------------------------------- (141,092) (32,212) (173,304) -------------------------------------- Operating earnings before other items $ 78,959 $ 1,162 $ 80,121 -------------------------------------- -------------------------------------- Year ended December 31, 2005 -------------------------------------- Management Ownership Operations Operations Total ------------------------------------------------------------------------- Revenues: Hotel management fees $ 100,841 $ - $ 100,841 Other fees 14,048 - 14,048 -------------------------------------- 114,889 - 114,889 Hotel ownership revenues - 65,475 65,475 Reimbursed costs 67,974 - 67,974 -------------------------------------- 182,863 65,475 248,338 -------------------------------------- Expenses: General and administrative expenses (58,148) - (58,148) Hotel ownership cost of sales and expenses - (66,086) (66,086) Reimbursed costs (67,974) - (67,974) -------------------------------------- (126,122) (66,086) (192,208) -------------------------------------- Operating earnings (loss) before other items $ 56,741 $ (611) $ 56,130 -------------------------------------- -------------------------------------- 10. Subsequent event: On February 12, 2007, we announced that we had entered into a definitive acquisition agreement (the "Acquisition Agreement") to implement a previously announced proposal to take FSHI private at a price of $82.00 cash per LVS (the "Arrangement Transaction"). Following completion of the Arrangement Transaction, FSHI would be owned by affiliates of Cascade Investment, L.L.C. ("Cascade") (an entity owned by William H. Gates III), Kingdom Hotels International ("Kingdom"), a company owned by a trust created for the benefit of His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud and his family, and Isadore Sharp (collectively the "Purchaser"). The Arrangement Transaction, which would be implemented by way of a court-approved plan of arrangement under Ontario law, has been approved unanimously by our Board of Directors (with interested directors abstaining) following the report and favourable, unanimous recommendation of the Special Committee of independent directors. A meeting of shareholders to consider the Arrangement Transaction is anticipated to take place in April 2007. It is anticipated that the Arrangement Transaction, if approved by shareholders, will be completed in the second quarter of 2007. Pursuant to the Acquisition Agreement, FSHI agreed to certain customary negative and affirmative covenants relating to the operation of its business between the date of execution of the Acquisition Agreement and the closing of the Arrangement Transaction. FSHI and the Purchaser may terminate the Acquisition Agreement by mutual written consent and abandon the Arrangement Transaction at any time prior to the effective time. In addition, either FSHI or the Purchaser (and, in certain circumstances, only one of these parties) may terminate the Acquisition Agreement and abandon the Arrangement Transaction any time prior to the effective time of the Arrangement Transaction if certain specified events occur. The Acquisition Agreement provides that FSHI will pay a termination fee of $75,000 less any amounts actually paid or required to be paid by FSHI to the Purchaser for reimbursement of expenses (as described below) if the Acquisition Agreement is terminated in certain circumstances. The Acquisition Agreement provides that the Purchaser will pay to FSHI a termination fee of $100,000 if the Acquisition Agreement is terminated in certain circumstances. This obligation is guaranteed by Kingdom and Cascade. The Acquisition Agreement also provides that FSHI will pay to the Purchaser reasonable documented expenses of the Purchaser and its affiliates incurred in connection with the transactions contemplated by the Acquisition Agreement (up to a maximum of $10,000) if the Acquisition Agreement is terminated in certain circumstances. Although there is no certainty that the Arrangement Transaction, or any other transaction, will be completed or the timing of completion of the pending Arrangement Transaction, some of our arrangements and agreements may be impacted by the pending Arrangement Transaction, including the following: (a) Convertible notes: The convertible senior notes issued by FSHI in 2004 are convertible into LVS (although at our option, FSHI may make a cash payment in lieu of all or some of those LVS) in certain circumstances, including upon the occurrence of a "fundamental change", as defined in the indenture pursuant to which the notes were issued. The Arrangement Transaction, if completed, would result in a fundamental change. As a result, holders may convert the notes during the period from and after the tenth day prior to the anticipated closing date of the Arrangement Transaction until and including the close of business on the later of the tenth day after the actual closing date and the thirtieth business day after notice of an offer to repurchase the notes has been mailed, as described below. Upon such conversion, holders of the notes would be entitled to receive, subject to our right to make a cash payment in lieu of some or all of the LVS that otherwise would be issued, 13.9581 LVS for each one thousand US dollar principal amount of notes and an additional number of LVS equal to (a) the sum of a make whole premium, and an amount equal to any accrued but unpaid interest to, but not including, the conversion date, divided by (b) the average of the closing sale price (or, in certain circumstances, an average of bid and ask prices) of the LVS on the New York Stock Exchange for the ten trading days before the conversion date. If the Arrangement Transaction is completed, FSHI will be required to make an offer to repurchase the notes at a purchase price equal to the principal amount of the notes plus a make whole premium (as described above), and an amount equal to any accrued and unpaid interest to, but not including, the date of repurchase. FSHI must make this offer by providing a notice to the trustee and the holders of notes within 30 days of the completion of the Arrangement Transaction. Further information regarding the terms of our convertible senior notes is set out in the indenture pursuant to which the notes were issued. (b) Long-term incentive arrangement: Pursuant to an agreement approved by the shareholders of FSHI in 1989, FSHI and its principal operating subsidiary, Four Seasons Hotels Limited, agreed to make a cash payment to Mr. Isadore Sharp, the Chief Executive Officer of FSHI, upon an arm's length sale of control of FSHI. Under the plan of arrangement through which the Arrangement Transaction will be implemented, Mr. Sharp will receive the amount payable to him calculated in accordance with this long-term incentive plan in full satisfaction of all obligations to him under the plan. Based on an acquisition price of $82.00 for each LVS and VMVS, and using the noon rate of exchange as quoted by the Bank of Canada for the conversion of Canadian dollars into United States dollars on March 9, 2007, Mr. Sharp would receive approximately $289,000 in satisfaction of the obligations to him under the long-term incentive plan. (c) Stock options: On February 9, 2007, the vesting of a total of 616,980 unvested stock options (which excludes those outstanding options with an unsatisfied performance condition) was accelerated for the purpose of allowing these individuals to participate in respect of such options in the Arrangement Transaction. If the Arrangement Transaction is not completed, the vesting of the 616,980 stock options will not be accelerated and the stock options will continue to vest in accordance with their terms in existence prior to the acceleration. Pursuant to the plan of arrangement in respect of the Arrangement Transaction, any options that have not been exercised prior to the effective time of the Arrangement Transaction will be transferred by each holder thereof to FSHI without any further act or formality in exchange for a cash amount equal to the excess, if any, of (a) the product of the number of LVS underlying the options held by such holder and $82.00, over (b) the sum of the exercise prices for each LVS underlying the options held by such holder (converted at the applicable foreign exchange rate). (d) Other arrangements and agreements: Certain other arrangements and agreements are subject to "change of control" provisions. These include, among others, the following: (i) Under the terms of the current $125,000 bank credit facility of FSHI, a change of control triggers a default under the bank credit facility, and if not waived, would require the repayment of all amounts outstanding under this credit facility and would also result in the termination of this credit facility. As at March 9, 2007, no amounts were borrowed under this credit facility, but approximately $1,600 of letters of credit were issued under this credit facility. (ii) Pursuant to a cross default provision, a default under the bank credit facility in turn would cause a default under FSHI's currency and interest rate swap agreement. In such circumstances, the counterparty to the swap agreement may demand that the swap be terminated. As at March 9, 2007, the net amount that would be required to be paid by FSHI to the counterparty on termination was approximately $5,800. As at December 31, 2006, the estimated fair value of the swap on that date of $6,757 is included in "Long-term obligations". (e) Costs related to pending Arrangement Transaction: In connection with the pending Arrangement Transaction, we incurred costs of $3,452 in 2006 and expect to incur costs of approximately $12,600 during 2007, primarily relating to legal fees, filing fees, financial advisory, printing, proxy solicitation and consulting services. FOUR SEASONS HOTELS INC. SUMMARY OF HOTEL OPERATING DATA - CORE HOTELS(i) Three months ended December 31, (Unaudited) 2006 2005 Variance ------------------------------------------------------------------------- Worldwide # of Properties 56 56 - # of Rooms 14,290 14,290 - Occupancy(ii) 67.2% 66.1% 1.1pts. ADR(iii) $383.87 $342.97 11.9% RevPAR(iv) $258.13 $226.61 13.9% Gross operating margin(v) 32.5% 29.4% 3.1pts. United States # of Properties 20 20 - # of Rooms 6,195 6,195 - Occupancy(ii) 70.3% 69.7% 0.6pts. ADR(iii) $423.52 $394.25 7.4% RevPAR(iv) $297.83 $274.83 8.4% Gross operating margin(v) 30.2% 28.3% 1.9pts. Other Americas/Caribbean # of Properties 10 10 - # of Rooms 2,165 2,165 - Occupancy(ii) 61.7% 60.3% 1.4pts. ADR(iii) $383.37 $342.22 12.0% RevPAR(iv) $236.60 $206.41 14.6% Gross operating margin(v) 26.7% 22.9% 3.8pts. Europe # of Properties 10 10 - # of Rooms 1,720 1,720 - Occupancy(ii) 63.6% 61.3% 2.3pts. ADR(iii) $598.79 $497.32 20.4% RevPAR(iv) $380.59 $304.68 24.9% Gross operating margin(v) 31.9% 29.6% 2.3pts. Middle East # of Properties 5 5 - # of Rooms 1,215 1,215 - Occupancy(ii) 66.5% 64.0% 2.5pts. ADR(iii) $287.72 $211.00 36.4% RevPAR(iv) $191.42 $135.08 41.7% Gross operating margin(v) 50.9% 37.9% 13.0pts. Asia/Pacific # of Properties 11 11 - # of Rooms 2,995 2,995 - Occupancy(ii) 67.3% 66.5% 0.8pts. ADR(iii) $223.49 $202.13 10.6% RevPAR(iv) $150.37 $134.37 11.9% Gross operating margin(v) 38.8% 36.3% 2.5pts. ------------------------------------------------------------------------- (i) The term "Core Hotels" means hotels and resorts under management for the full year of both 2006 and 2005. However, if a "Core Hotel" has undergone or is undergoing an extensive renovation program in one of those years that materially affects the operation of the property in that year, it ceases to be included as a "Core Hotel" in either year. Changes from the 2005/2004 Core Hotels are the additions of Four Seasons Resort Scottsdale at Troon North, Four Seasons Resort Whistler, Four Seasons Resort Costa Rica at Peninsula Papagayo, Four Seasons Hotel Gresham Palace Budapest, Four Seasons Resort Provence at Terre Blanche and Four Seasons Hotel Cairo at Nile Plaza, and the deletion of The Regent Kuala Lumpur. All room numbers in this table are approximate. (ii) Occupancy percentage is defined as the total number of rooms occupied divided by the total number of rooms available. (iii) ADR is defined as average daily room rate per room occupied, calculated as the weighted average for each region. In 2004 and 2005, ADR was calculated as a straight average for each region. (iv) RevPAR is defined as average room revenue per available room. It is a non-GAAP financial measure and does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. We use RevPAR because it is a commonly used indicator of market performance for hotels and resorts and represents the combination of the average daily room rate and the average occupancy rate achieved during the period. RevPAR does not include food and beverage or other ancillary revenues generated by a hotel or resort. RevPAR is the most commonly used measure in the lodging industry to measure the period-over -period performance of comparable properties. Our calculation of RevPAR may be different than the calculation used by other lodging companies. (v) Gross operating margin represents gross operating profit as a percentage of gross operating revenue. FOUR SEASONS HOTELS INC. SUMMARY OF HOTEL OPERATING DATA - CORE HOTELS(i) Years ended December 31, (Unaudited) 2006 2005 Variance ------------------------------------------------------------------------- Worldwide # of Properties 56 56 - # of Rooms 14,290 14,290 - Occupancy(ii) 69.0% 68.3% 0.7pts. ADR(iii) $372.36 $336.59 10.6% RevPAR(iv) $257.03 $229.80 11.8% Gross operating margin(v) 32.4% 30.2% 2.2pts. United States # of Properties 20 20 - # of Rooms 6,195 6,195 - Occupancy(ii) 73.6% 73.0% 0.6pts. ADR(iii) $406.03 $371.59 9.3% RevPAR(iv) $299.03 $271.32 10.2% Gross operating margin(v) 30.4% 28.6% 1.8pts. Other Americas/Caribbean # of Properties 10 10 - # of Rooms 2,165 2,165 - Occupancy(ii) 64.6% 64.4% 0.2pts. ADR(iii) $376.57 $335.58 12.2% RevPAR(iv) $243.33 $216.06 12.6% Gross operating margin(v) 27.8% 26.4% 1.4pts. Europe # of Properties 10 10 - # of Rooms 1,720 1,720 - Occupancy(ii) 66.7% 62.6% 4.1pts. ADR(iii) $596.20 $534.37 11.6% RevPAR(iv) $397.92 $334.70 18.9% Gross operating margin(v) 33.7% 31.5% 2.2pts. Middle East # of Properties 5 5 - # of Rooms 1,215 1,215 - Occupancy(ii) 69.3% 67.3% 2.0pts. ADR(iii) $258.31 $212.05 21.8% RevPAR(iv) $178.90 $142.79 25.3% Gross operating margin(v) 50.5% 44.5% 6.0pts. Asia/Pacific # of Properties 11 11 - # of Rooms 2,995 2,995 - Occupancy(ii) 63.9% 65.0% (1.1)pts. ADR(iii) $211.36 $197.69 6.9% RevPAR(iv) $134.99 $128.57 5.0% Gross operating margin(v) 34.8% 33.1% 1.7pts. ------------------------------------------------------------------------- (i) The term "Core Hotels" means hotels and resorts under management for the full year of both 2006 and 2005. However, if a "Core Hotel" has undergone or is undergoing an extensive renovation program in one of those years that materially affects the operation of the property in that year, it ceases to be included as a "Core Hotel" in either year. Changes from the 2005/2004 Core Hotels are the additions of Four Seasons Resort Scottsdale at Troon North, Four Seasons Resort Whistler, Four Seasons Resort Costa Rica at Peninsula Papagayo, Four Seasons Hotel Gresham Palace Budapest, Four Seasons Resort Provence at Terre Blanche and Four Seasons Hotel Cairo at Nile Plaza, and the deletion of The Regent Kuala Lumpur. All room numbers in this table are approximate. (ii) Occupancy percentage is defined as the total number of rooms occupied divided by the total number of rooms available. (iii) ADR is defined as average daily room rate per room occupied, calculated as the weighted average for each region. In 2004 and 2005, ADR was calculated as a straight average for each region. (iv) RevPAR is defined as average room revenue per available room. It is a non-GAAP financial measure and does not have any standardized meaning prescribed by GAAP and is therefore unlikely to be comparable to similar measures presented by other issuers. We use RevPAR because it is a commonly used indicator of market performance for hotels and resorts and represents the combination of the average daily room rate and the average occupancy rate achieved during the period. RevPAR does not include food and beverage or other ancillary revenues generated by a hotel or resort. RevPAR is the most commonly used measure in the lodging industry to measure the period-over- period performance of comparable properties. Our calculation of RevPAR may be different than the calculation used by other lodging companies. (v) Gross operating margin represents gross operating profit as a percentage of gross operating revenue. FOUR SEASONS HOTELS INC. SUMMARY OF HOTEL OPERATING DATA - ALL MANAGED HOTELS(i) As at December 31, (Unaudited) 2006 2005 Variance ------------------------------------------------------------------------- Worldwide # of Properties 73 68 5 # of Rooms 18,025 17,300 725 United States # of Properties 26 23 3 # of Rooms 7,445 6,845 600 Other Americas/Caribbean # of Properties 10 10 - # of Rooms 2,165 2,165 - Europe # of Properties 12 12 - # of Rooms 1,960 1,960 - Middle East # of Properties 7 7 - # of Rooms 1,735 1,740 (5) Asia/Pacific(ii) # of Properties 18 16 2 # of Rooms 4,720 4,590 130 ------------------------------------------------------------------------- (i) All room numbers in this table are approximate. (ii) Since December 31, 2006, we have commenced management of Four Seasons Resort Koh Samui, Thailand, which has 65 rooms. This property is not reflected in this table. FOUR SEASONS HOTELS INC. REVENUES UNDER MANAGEMENT - ALL MANAGED HOTELS (Unaudited) Three months ended Years ended (In thousands of December 31, December 31, US dollars) 2006 2005 2006 2005 ------------------------------------------------------------------------- Revenues under management(i) $ 801,612 $ 676,662 $2,943,795 $2,559,746 ------------------------------------------------ ------------------------------------------------ ------------------------------------------------------------------------- (i) Revenues under management consist of rooms, food and beverage, telephone and other revenues of all the hotels and resorts that we manage. Approximately 59% of the fee revenues (excluding reimbursed costs) we earned represented a percentage of the total revenues under management of all hotels and resorts. FOUR SEASONS HOTELS INC. SCHEDULED OPENING OF PROPERTIES UNDER CONSTRUCTION OR IN ADVANCED STAGES OF DEVELOPMENT Approximate Number Hotel/Resort/Residence Club and Location(i)(ii) of Rooms Scheduled 2007/2008 openings ---------------------------- Four Seasons Hotel Alexandria, Egypt 125 Four Seasons Hotel Beijing, People's Republic of China 325 Four Seasons Hotel Beirut, Lebanon 235 Four Seasons Resort Bora Bora, French Polynesia(x) 105 Four Seasons Hotel Florence, Italy 120 Four Seasons Hotel Hangzhou, People's Republic of China 100 Four Seasons Hotel Istanbul at the Bosphorus, Turkey 170 Four Seasons Hotel Macau, Special Administrative Region 370 of the People's Republic of China(x) Four Seasons Resort Mauritius, Republic of Mauritius(x) 120 Four Seasons Hotel Moscow, Russia(x) 185 Four Seasons Hotel Mumbai, India(x) 230 Four Seasons Hotel Seattle, Washington, USA(x) 150 Four Seasons Resort Seychelles, Seychelles(x) 65 Beyond 2008 ----------- Four Seasons Hotel Bahrain, Bahrain 270 Four Seasons Hotel Baltimore, Maryland, USA(x) 200 Four Seasons Resort Barbados, Barbados(x) 120 Four Seasons Resort Cham Island, Vietnam 80 Four Seasons Hotel Doha at the Pearl, Qatar(x) 250 Four Seasons Hotel Dubai, United Arab Emirates(x) 375 Four Seasons Hotel Guangzhou, People's Republic of China(x) 325 Four Seasons Hotel Kuala Lumpur, Malaysia(x) 275 Four Seasons Hotel Kuwait, Kuwait 300 Four Seasons Hotel Marrakech, Morocco(x) 140 Four Seasons Hotel Moscow Kamenny Island, Russia(x) 80 Four Seasons Hotel New Orleans, Louisiana, USA(x) 240 Four Seasons Resort Puerto Rico, Puerto Rico(x) 250 Four Seasons Hotel Shanghai at Pudong, People's 190 Republic of China(x) Four Seasons Hotel St. Petersburg, Russia 200 Four Seasons Hotel Toronto, Ontario, Canada(x) 265 Four Seasons Resort Vail, Colorado, USA(x) 120 (x) Expected to include a residential component. --------------------------- (i) Information concerning hotels, resorts and residential projects under construction or under development is based upon agreements and letters of intent and may be subject to change prior to the completion of the project. The dates of scheduled openings have been estimated by management based upon information provided by the various developers. There can be no assurance that the date of scheduled opening will be achieved or that these projects will be completed. In particular, in the case where a property is scheduled to open near the end of a year, there is a greater possibility that the year of opening could be changed. The process and risks associated with the management of new properties are dealt with in greater detail in the Operating Risks sections of our 2006 Management Discussion and Analysis. (ii) We have made an investment in Orlando, in which we expect to include a Four Seasons Residence Club and/or a Four Seasons branded residential component. The financing for this project has not yet been completed and therefore a scheduled opening date cannot be established at this time. FOUR SEASONS HOTELS INC. FORM 51-102F1 MANAGEMENT'S DISCUSSION AND ANALYSIS March 9, 2007 ------------------ Forward-Looking Statements This document contains "forward-looking statements" within the meaning of applicable securities laws, including RevPAR, profit margin and earning trends; statements concerning the number of lodging properties expected to be added in this and future years; expected investment spending; similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts; and statements relating to the proposal to take Four Seasons Hotels Inc. private and anticipated financial results. Various factors and assumptions were applied or taken into consideration in arriving at these statements, which do not take into account the effect that non-recurring or other special items announced after the statements are made may have on our business. These statements are not guarantees of future performance and, accordingly, you are cautioned not to place undue reliance on these statements. These statements are subject to numerous risks and uncertainties, including those described in our annual information form and in this document. (See discussion under "Operating Risks" at page 55.) Those risks and uncertainties include adverse factors generally encountered in the lodging industry; the risks associated with world events, including war, terrorism, international conflicts, natural disasters, extreme weather conditions and infectious diseases; general economic conditions, fluctuations in relative exchange rates of various currencies, supply and demand changes for hotel rooms and residential properties, competitive conditions in the lodging industry, the risks associated with our ability to maintain and renew management agreements and expand the portfolio of properties that we manage, relationships with clients and property owners and the availability of capital to finance growth. Many of these risks and uncertainties can affect our actual results and could cause our actual results to differ materially from those expressed or implied in any forward-looking statement made by us or on our behalf. In addition, actual results and developments relating to the proposal may differ materially from those contemplated by the statements herein, due to, among other things, the risks that the parties will not proceed with the transaction, that the terms of the transaction will differ from those that currently are contemplated, and that the transaction will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities and the timing of completion). All forward-looking statements in this document are qualified by these cautionary statements. These statements are made as of the date of this document and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Additionally, we undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of Four Seasons Hotels Inc. ("FSHI"), its financial or operating results or its securities or any of the properties that we manage or in which we may have an interest. ------------------ Arrangement Transaction On February 12, 2007, we announced that we had entered into a definitive acquisition agreement (the "Acquisition Agreement") to implement a previously announced proposal to take FSHI private at a price of $82.00 cash per Limited Voting Share (the "Arrangement Transaction"). Following completion of the transaction, FSHI would be owned by affiliates of Cascade Investment, L.L.C. ("Cascade") (an entity owned by William H. Gates III), Kingdom Hotels International ("Kingdom"), a company owned by a trust created for the benefit of His Royal Highness Prince Alwaleed Bin Talal Bin Abdulaziz Alsaud and his family, and Isadore Sharp. The transaction, which would be implemented by way of a court-approved plan of arrangement under Ontario law, has been approved unanimously by our Board (with interested directors abstaining) following the report and favourable, unanimous recommendation of the Special Committee of independent directors. In doing so, our Board determined that the Arrangement Transaction is fair to the shareholders of FSHI (other than Mr. Sharp, Kingdom, Cascade, their respective directors and senior officers and any other "related parties", "interested parties" and "joint actors") and in the best interests of FSHI and authorized the submission of the Arrangement Transaction to shareholders of FSHI for their approval at a special meeting of shareholders. Our Board also has determined unanimously (with interested directors abstaining) to recommend to FSHI shareholders that they vote in favour of the Arrangement Transaction. As previously disclosed, upon completion of the Arrangement Transaction, Triples Holdings Limited (which is Mr. Sharp's family holding company) would hold a significant continuing interest in FSHI and Mr. Sharp would, as Chairman and Chief Executive Officer, continue to be directly involved in all aspects of the operations and the strategic direction of Four Seasons, which will remain headquartered in Toronto. If the Arrangement Transaction is completed, Mr. Sharp will be entitled to realize proceeds of approximately $289 million related to a long-term incentive agreement that was approved by FSHI's shareholders before it was put in place in 1989. (See "Description of Share Capital - Sale of Control Agreement" in our Annual Information Form.) A meeting of shareholders to consider the Arrangement Transaction is anticipated to take place in April 2007. To be implemented, the Arrangement Transaction will require approval by two-thirds of the votes cast by holders of Limited Voting Shares, voting separately as a class, and approval by Triples, as the sole holder of the Variable Multiple Voting Shares, voting separately as a class. Kingdom, Cascade and Triples have agreed to vote their Limited Voting Shares and Variable Multiple Voting Shares to approve the Arrangement Transaction. The Arrangement Transaction also will require approval by a simple majority of the votes cast by holders of Limited Voting Shares, other than Mr. Sharp, Kingdom, Cascade, their respective directors and senior officers and any other "related parties", "interested parties" and "joint actors". In addition, the Arrangement Transaction will require approval by the Ontario Superior Court of Justice. The Arrangement Transaction also will be subject to certain other customary conditions, including receipt of a limited number of regulatory approvals. The transaction is not subject to any financing condition, and FSHI has been advised that commitments for the required debt financing have been received. FSHI has received from Cascade and Kingdom a limited guaranty of certain obligations of FS Acquisition Corp. (the "Purchaser"), the newly-formed company that is the purchaser under the Acquisition Agreement. There are certain risks inherent in the Arrangement Transaction which are described in the management information circular prepared in connection with the special meeting of shareholders, a copy of which will be available as part of FSHI's public filings at http://www.sedar.com/ and http://www.sec.gov/. Among other things, there are risks that the parties will not proceed with the Arrangement Transaction, that the ultimate terms of the Arrangement Transaction will differ from those that currently are contemplated, and that the Arrangement Transaction will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). Copies of the Acquisition Agreement and certain related documents have been filed with Canadian securities regulators and with the United States Securities and Exchange Commission and will be available at the Canadian SEDAR website at http://www.sedar.com/ and at the U.S. Securities and Exchange Commission's website at http://www.sec.gov/. The management information circular in connection with the special meeting of shareholders to consider the Arrangement Transaction is currently expected to be mailed to shareholders on or about the week of March 12, 2007. It is anticipated that the Arrangement Transaction, if approved by shareholders, will be completed in the second quarter of 2007. Given the current Arrangement Transaction, it is likely there will be no annual meeting and therefore no management information circular in connection therewith. As a result, some of the items usually included in the management information circular for the annual meeting will instead be included in the annual information form this year. ------------------ This Management's Discussion and Analysis ("MD&A") for the year ended December 31, 2006 is provided as of March 9, 2007. It should be read in conjunction with the consolidated financial statements including the notes thereto and the Annual Information Form for the year ended December 31, 2006. All amounts disclosed in this MD&A (including amounts for prior periods) are in US dollars unless otherwise noted. Our consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles ("GAAP"). This MD&A generally reflects the historical operations of FSHI as a public entity and is generally drafted from the perspective of FSHI as a continuing public entity. Endnotes can be found at the end of this document. Business of Four Seasons Four Seasons is one of the world's leading managers of luxury hotels and resorts. We endeavour to offer business and leisure travelers the finest accommodations and experiences beyond compare in each destination in which we operate. Four Seasons has a portfolio of 74 luxury hotel and resort properties (containing approximately 18,090 guest rooms), several of which include a residential component. These properties are operated primarily under the Four Seasons brand name in principal cities and resort destinations in 31 countries in North America, the Caribbean, Europe, Asia, Australia, the Middle East and South America. In addition, 30 properties are under construction or development around the world including properties in a further 13 countries. Of these, 20 new properties are to include a residential component. Objectives Our core strategic goal as a public company is to be recognized as the undisputed global leader in luxury lodging. Supporting that goal are the following strategic objectives: - Create guest experiences beyond compare so that we are first choice for luxury travelers. - Maintain and enhance our unique culture based on treating all others - partners, guests and employees - the way we would want to be treated. - Provide economic returns that are acceptable to our hotel owners to sustain our portfolio and generate new opportunities. - Protect and enhance the value of Four Seasons reputation and brand name globally. - Generate premium shareholder returns over the long-term. Set out below are key financial and growth objectives that have been and continue to guide us as a public company: Revenue Growth: - Achieve leading RevPAR(1) results in each of the hotels and resorts we manage. - Produce leading profitability performance in each of the hotels and resorts we manage. - Identify and secure new development opportunities in destinations and locations that meet the needs of our international guest base. - Successfully open an average of six to eight new projects per year over the long-term. - Be the first choice for existing and new capital partners for luxury hotel development. - Generate top-tier management revenue growth through improved results at properties under management and through the addition of new properties under management. Cost Management: - Control general and administrative expenses to increase operating earnings before other items. - Minimize exposure to short-term fluctuations in foreign exchange rates on operating results. Capital Allocation: - Achieve over the long-term an average return on capital employed in excess of our long-term cost of capital. - Maintain a strong balance sheet and a low cost of capital. - Deploy the majority of our annual operating cash flow to obtain and enhance management opportunities that expand the Four Seasons brand and further improve the overall liquidity of the Company. - Divest equity investments or advances when appropriate opportunities arise, to allow previously committed capital to be made available for new investments or enhanced management or royalty opportunities. - Maintain a prudent risk profile when investing our cash. In achieving our key financial and growth objectives, we seek to balance any associated risk. See "Operating Risks" for a description of the risks inherent in our business. DATASOURCE: Four Seasons Hotels and Resorts CONTACT: John Davison, Chief Financial Officer, (416) 441-6714; Barbara Henderson, Senior Vice President, Corporate Finance, (416) 441-4329

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FS Four Seasons Hotel