Host Hotels & Resorts 10-K 2017-12-31

10-K 1 hst-10k_20171231.htm 10-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 2017

OR

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

Commission File Number: 001-14625 (Host Hotels & Resorts, Inc.)

0-25087 (Host Hotels & Resorts, L.P.)

HOST HOTELS & RESORTS, INC.

HOST HOTELS & RESORTS, L.P.

(Exact Name of Registrant as Specified in Its Charter)

Maryland (Host Hotels & Resorts, Inc.) Delaware (Host Hotels & Resorts, L.P.)		53-0085950 (Host Hotels & Resorts, Inc.) 52-2095412 (Host Hotels & Resorts, L.P.)
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
6903 Rockledge Drive, Suite 1500 Bethesda, Maryland		20817
(Address of Principal Executive Offices)		(Zip Code)

(240) 744-1000

(Registrant’s Telephone Number, Including Area Code)

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

		Title of Each Class		Name of Each Exchange on Which Registered
Host Hotels & Resorts, Inc.		Common Stock, $.01 par value (741,510,755) shares outstanding as of February 21, 2018)		New York Stock Exchange
Host Hotels & Resorts, L.P.		None		None

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

Host Hotels & Resorts, Inc.		None
Host Hotels & Resorts, L.P.		Units of limited partnership interest (734,110,749 units outstanding as of February 21, 2018)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Host Hotels & Resorts, Inc.		Yes ☒		No ☐
Host Hotels & Resorts, L.P.		Yes ☐		No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Host Hotels & Resorts, Inc.		Yes ☐		No ☒
Host Hotels & Resorts, L.P.		Yes ☐		No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Host Hotels & Resorts, Inc.		Yes ☒		No ☐
Host Hotels & Resorts, L.P.		Yes ☒		No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Host Hotels & Resorts, Inc.		Yes ☒		No ☐
Host Hotels & Resorts, L.P.		Yes ☒		No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Host Hotels & Resorts, Inc.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		(Do not check if a smaller reporting company) ☐		Smaller reporting company		☐
				Emerging growth company		☐

Host Hotels & Resorts, L.P.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		(Do not check if a smaller reporting company) ☒		Smaller reporting company		☐
				Emerging growth company		☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Host Hotels & Resorts, Inc.		Yes ☐		No ☒
Host Hotels & Resorts, L.P.		Yes ☐		No ☒

The aggregate market value of common shares held by non-affiliates of Host Hotels & Resorts, Inc. (based on the closing sale price on the New York Stock Exchange) on June 30, 2017 was $13,268,185,597.

Documents Incorporated by Reference

Portions of Host Hotels & Resorts, Inc.’s definitive proxy statement to be filed with the Securities and Exchange Commission and delivered to stockholders in connection with its annual meeting of stockholders to be held on May 17, 2018 are incorporated by reference into Part III of this Form 10-K.

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the fiscal year ended December 31, 2017 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Unless stated otherwise or the context otherwise requires, references to “Host Inc.” mean Host Hotels & Resorts, Inc., a Maryland corporation, and references to “Host L.P.” mean Host Hotels & Resorts, L.P., a Delaware limited partnership, and its consolidated subsidiaries. We use the terms “we” or “our” or “the company” to refer to Host Inc. and Host L.P. together, unless the context indicates otherwise. We use the term Host Inc. to specifically refer to Host Hotels & Resorts, Inc. and the term Host L.P. to specifically refer to Host Hotels & Resorts, L.P. (and its consolidated subsidiaries) in cases where it is important to distinguish between Host Inc. and Host L.P. Host Inc. owns properties and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of the partnership interests (“OP units”) as of December 31, 2017. The remaining partnership interests are owned by various unaffiliated limited partners. As the sole general partner of Host L.P., Host Inc. has the exclusive and complete responsibility for Host L.P.’s day-to-day management and control.

We believe combining the annual reports on Form 10-K of Host Inc. and Host L.P. into this single report results in the following benefits:

	•	enhances investors’ understanding of Host Inc. and Host L.P. by enabling investors to view the business as a whole in the same manner as management views and operates the business;

	•	eliminates duplicative disclosure and provides a more streamlined presentation, since a substantial portion of our disclosure applies to both Host Inc. and Host L.P.; and

	•	creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

Management operates Host Inc. and Host L.P. as one enterprise. The management of Host Inc. consists of the same members who direct the management of Host L.P. The executive officers of Host Inc. are appointed by Host Inc.’s board of directors, but are employed by Host L.P. Host L.P. employs everyone who works for Host Inc. or Host L.P. As general partner with control of Host L.P., Host Inc. consolidates Host L.P. for financial reporting purposes, and Host Inc. does not have significant assets other than its investment in Host L.P. Therefore, the assets and liabilities of Host Inc. and Host L.P. are the same on their respective financial statements.

There are a few differences between Host Inc. and Host L.P., which are reflected in the disclosure in this report. We believe it is important to understand the differences between Host Inc. and Host L.P. in the context of how Host Inc. and Host L.P. operate as an interrelated consolidated company. Host Inc. is a real estate investment trust, or REIT, and its only material asset is its ownership of partnership interests of Host L.P. As a result, Host Inc. does not conduct business itself, other than acting as the sole general partner of Host L.P., and issuing public equity from time to time, the proceeds from which are contributed to Host L.P. in exchange for OP units. Host Inc. itself does not issue any indebtedness and does not guarantee the debt or obligations of Host L.P. Host L.P. holds substantially all of our assets and holds the ownership interests in our joint ventures. Host L.P. conducts the operations of the business and is structured as a limited partnership with no publicly traded equity. Except for net proceeds from public equity issuances by Host Inc., Host L.P. generates the capital required by our business through Host L.P.’s operations, by Host L.P.’s direct or indirect incurrence of indebtedness, or through the issuance of OP units.

The substantive difference between the filings of Host Inc. and Host L.P. is that Host Inc. is a REIT with public stock, while Host L.P. is a partnership with no publicly traded equity. In the financial statements, this difference primarily is reflected in the equity (or partners’ capital for Host L.P.) section of the consolidated balance sheets and in the consolidated statements of equity (or partners’ capital) and in the consolidated statements of operations and comprehensive income (loss) with respect to the manner in which income is allocated to non-controlling interests. Income allocable to the holders of approximately 1% of the OP units is reflected as income allocable to non-controlling interests at Host Inc. and within net income at Host L.P. Also, earnings per share generally will be slightly less than the earnings per OP unit, as each Host Inc. common share is the equivalent of .97895 OP units (instead of 1 OP unit). Apart from these differences, the financial statements of Host Inc. and Host L.P. are nearly identical.

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To help investors understand the differences between Host Inc. and Host L.P., this report presents the following separate sections or portions of sections for each of Host Inc. and Host L.P.:

	•	Part II Item 5 - Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc. / Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P.;

	•	Part II Item 6 - Selected Financial Data;

	•	Part II Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations is combined, except for a separate discussion of material differences, if any, in the liquidity and capital resources between Host Inc. and Host L.P.;

	•	Part II Item 7A - Quantitative and Qualitative Disclosures about Market Risk is combined, except for separate discussions of material differences, if any, between Host Inc. and Host L.P.; and

	•	Part II Item 8 - Consolidated Financial Statements and Supplementary Data. While the financial statements themselves are presented separately, the notes to the financial statements generally are combined, except for separate discussions of differences between equity of Host Inc. and capital of Host L.P.

This report also includes separate Item 9A. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of Host Inc. and Host L.P. in order to establish that the Chief Executive Officer and the Chief Financial Officer of Host Inc. and the Chief Executive Officer and the Chief Financial Officer of Host Inc. as the general partner of Host L.P. have made the requisite certifications and that Host Inc. and Host L.P. are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.

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HOST HOTELS & RESORTS, INC. AND HOST HOTELS & RESORTS, L.P.

		Page
	Part I
Item 1.	Business	1
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	31
Item 2.	Properties	31
Item 3.	Legal Proceedings	31
Item 4.	Mine Safety Disclosures	32
	Part II
Item 5.	Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc.	34
	Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P.	37
Item 6.	Selected Financial Data (Host Hotels & Resorts, Inc.)	38
	Selected Financial Data (Host Hotels & Resorts, L.P.)	39
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	75
Item 8.	Financial Statements and Supplementary Data	77
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	118
Item 9A.	Controls and Procedures	118
Item 9B.	Other Information	119
	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	120
Item 11.	Executive Compensation	120
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder and Unitholder Matters	120
Item 13.	Certain Relationships and Related Transactions, and Director Independence	120
Item 14.	Principal Accounting Fees and Services	120
	Part IV
Item 15.	Exhibits and Financial Statement Schedules	121
Item 16.	Form 10-K Summary	125

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PART I

Forward Looking Statements

Our disclosure and analysis in this 2017 Form 10-K and in Host Inc.’s 2017 Annual Report to stockholders contain some forward-looking statements that set forth anticipated results based on management’s plans and assumptions. From time to time, we also provide forward-looking statements in other materials we release to the public. Such statements give our current expectations or forecasts of future events; they do not relate strictly to historical or current facts. We have tried, wherever possible, to identify each such statement by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will,” “target,” “forecast” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these forward-looking statements include those relating to future actions, future acquisitions or dispositions, future capital expenditures plans, future performance or results of current and anticipated expenses, interest rates, foreign exchange rates or the outcome of contingencies, such as legal proceedings.

We cannot guarantee that any future results discussed in any forward-looking statements will be realized, although we believe that we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and potentially inaccurate assumptions, including those discussed in Item 1A “Risk Factors.” Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could differ materially from past results and those results anticipated, estimated or projected. You should bear this in mind as you consider forward-looking statements.

We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make or related subjects in our reports on Form 10-Q and Form 8-K that we file with the Securities and Exchange Commission (“SEC”). Also note that, in our risk factors, we provide a cautionary discussion of risks, uncertainties and possibly inaccurate assumptions relevant to our business. These are factors that, individually or in the aggregate, we believe could cause our actual results to differ materially from past results and those results anticipated, estimated or projected. We note these factors for investors as permitted by the Private Securities Litigation Reform Act of 1995. It is not possible to predict or identify all such risk factors. Consequently, you should not consider the discussion of risk factors to be a complete discussion of all of the potential risks or uncertainties that could affect our business.

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Host Inc. was incorporated as a Maryland corporation in 1998 and operates as a self-managed and self-administered REIT. Host Inc. owns properties and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of the partnership interests (“OP units”) as of December 31, 2017. The remaining partnership interests are owned by various unaffiliated limited partners. Host Inc. has the exclusive and complete responsibility for Host L.P.’s day-to-day management and control.

As of February 21, 2018, our consolidated lodging portfolio consists of 93 primarily luxury and upper-upscale hotels containing approximately 52,000 rooms, with the majority located in the United States, and with six of the properties located outside of the U.S. in Brazil, Canada and Mexico. In addition, we own non-controlling interests in four domestic and two international joint ventures and a timeshare venture in Hawaii.

Business Strategy

Our goal is to be the preeminent owner of high-quality lodging real estate in growing markets in the U.S. and to generate superior long-term returns for our stockholders throughout all lodging cycles through a combination of appreciation in asset values, growth in earnings and dividend distributions. Our strategy to achieve this objective includes:

	•	Geographically Diverse Portfolio - Own a diversified U.S. portfolio of hotels in major urban and resort destinations;

	•	Strong Scale and Value Creation Platform – Utilize our scale to create value through enterprise analytics, asset management and capital investment initiatives, while aiding external growth by leveraging scale as a competitive advantage to acquire assets befitting our strategy;

	•	Disciplined Capital Allocation - Allocate and recycle capital to seek returns that exceed our cost of capital and actively return capital to stockholders;

	•	Powerful and Flexible Balance Sheet - Maintain a strong and flexible capital structure that allows us to execute our strategy throughout all lodging cycles; and

	•	Employer of Choice and Responsible Corporate Citizen – Align our organizational structure with our business objectives to be an employer of choice and a responsible corporate citizen.

Geographically Diverse Portfolio. We seek to have a geographically diversified portfolio in top U.S. major markets and premier resort destinations. We primarily will focus on acquisitions and, occasionally, new development opportunities to enhance our portfolio. We focus generally on the following types of assets:

	•	Resorts in locations with strong airlift and limited supply growth. These assets feature superior amenities and are operated by premier operators;

	•	Convention destination hotels that are group oriented in urban and resort markets. These assets feature extensive and high-quality meeting facilities and often are connected to prominent convention centers; and

	•	High-end urban hotels that are positioned in prime locations and possess multiple demand drivers for both business and leisure travelers.

As one of the largest owners of Marriott and Hyatt properties, our hotels are primarily operated under brand names that are among the most respected and widely recognized in the lodging industry. Within these brands, we have focused predominantly on the upper-upscale and luxury asset classes, as we believe they have a broad appeal for both individual and group leisure and business customers. We also may invest in other property types which we believe have the potential for strong demand growth, including urban select service. In addition, we have several unbranded or soft-branded properties that appeal to distinctive customer profiles in certain select submarkets.

Enterprise Analytics Platform. Due to the scale of our asset management and business intelligence platform, we believe we are in a unique position to work with our managers to drive operating performance and implement value-added real estate decisions. The size and composition of our portfolio and our affiliation with most of the leading brands and operators in the industry allow our enterprise analytics team to benchmark similar hotels and identify best practices and efficiencies that can improve long-term profitability. We perform independent underwriting of return on investment (“ROI”) projects and potential acquisitions, as well as revenue management analysis of ancillary revenue operations. Our goal is to continue to differentiate our assets within their competitive market, drive operating performance and enhance the overall value of our real estate through the following:

	•	Enhance profitability by using our business intelligence system to benchmark and monitor hotel performance and cost controls and complete deep-dive analytic reviews across brands and properties to seek to identify new opportunities that could increase profit.

	•	Drive revenue growth by conducting detailed strategic reviews with our managers on market pricing and business mix in order to develop the appropriate group/transient mix, on-line presence to address a broad customer base, and market share targets for each property.

	•	Work with leading brands, such as Marriott or Hyatt, to take advantage of their worldwide presence and lodging infrastructure. We also have 17 hotels managed by independent operators and we believe these operators have a greater potential to maximize earnings at certain properties.

	•	Improve asset value through the extension or purchase of ground leases or the restructuring of management agreements to increase contract flexibility.

Disciplined Capital Allocation. Guided by a disciplined approach to capital allocation, we are aligned to make investment decisions that seek to deliver the greatest value and returns to stockholders. Our goal is to allocate capital to enhance and improve our portfolio, while balancing the importance of prudently returning capital to stockholders.

For 2018, we will continue our disciplined approach to capital allocation and intend to take advantage of our strong balance sheet and overall scale. We constantly are evaluating both single hotel and hotel portfolio transactions to acquire iconic upper-upscale and luxury properties that we believe have sustainable competitive advantages. Similarly, we intend to continue our capital recycling program with strategic and opportunistic dispositions. This may include asset sales, where we believe the potential for growth is constrained or properties with significant capital expenditures requirements that we do not believe would generate an adequate return on investment exceeding our cost of capital. This also includes reducing our exposure to international investments to focus on our U.S. portfolio.

We may acquire additional properties or dispose of properties through various structures, including transactions involving single assets, portfolios, joint ventures, mergers and acquisitions of the securities or assets of other REITs or spin off distributions of hotel properties to our stockholders. We anticipate that any acquisitions may be funded by, or through a combination of, proceeds from the sales of properties, equity offerings of Host Inc., issuances of OP units by Host L.P., incurrence of debt, available cash or advances under our credit facility. We note, however, that the nature and supply of these assets make acquisitions inherently difficult to predict. For these reasons, we can make no assurances that we will be successful in purchasing any one or more hotels that we currently are reviewing, or may in the future review, bid on or negotiat

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For an enterprise as large and complex as we are, a wide range of factors could materially affect future results and performance. The statements in this section describe the major risks to our business and should be considered carefully. In addition, these statements constitute our cautionary statements under the Private Securities Litigation Reform Act of 1995.

Financial Risks and Risks of Operation

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

The performance of the lodging industry traditionally has been affected by the strength of the general economy and, specifically, growth in gross domestic product (“GDP”). Because lodging industry demand typically follows the general economy, the lodging industry is cyclical, which contributes to potentially large fluctuations in our financial condition and results of operations. Changes in travel patterns of both business and leisure travelers, particularly during periods of economic contraction or low levels of economic growth, may create difficulties for the industry over the long-term and adversely affect our results of operations.

In addition, the majority of our hotels are classified as luxury or upper upscale and generally target business and high-end leisure travelers. In periods of economic difficulties, business and leisure travelers may seek to reduce travel costs by limiting travel or seeking to reduce costs of their trips. Consequently, our hotels may be more susceptible to a decrease in revenue during an economic downturn, as compared to hotels in other categories that have lower room rates. For instance, reductions in overall travel and reductions in travel to luxury and upper upscale hotels during the recession in 2008 and 2009 significantly affected our results of operations.

Other circumstances affecting the lodging industry which may affect our performance and the forecasts we make include:

	•	the effect on lodging demand of changes in national and local economic and business conditions, including concerns about the duration and strength of U.S. economic growth, global economic prospects, consumer confidence and the value of the U.S. dollar;

	•	factors that may shape public perception of travel to a particular location, such as natural disasters, weather events, pandemics and outbreaks of contagious diseases such as the Zika virus, and the occurrence or potential occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;

	•	risks that the limited travel ban to the United States and proposed immigration policies will suppress international travel to the United States generally;

	•	the impact of geopolitical developments outside the U.S., such as the pace of economic growth in Europe, the effects of the United Kingdom’s referendum to withdraw from the European Union, the slowing of growth in markets such as China and Brazil, or unrest in the Middle East, which could affect global travel and lodging demand, including with respect to our foreign hotel properties;

	•	volatility in global financial and credit markets, and the impact of budget deficits and pending and future U.S. governmental action to address such deficits through reductions in spending and similar austerity measures, which could materially adversely affect U.S. and global economic conditions, business activity, credit availability, borrowing costs, and lodging demand;

	•	operating risks associated with the hotel business, including the effect of increasing operating or labor costs or changes in workplace rules that affect labor costs;

	•	the ability of our hotels to compete effectively against other lodging businesses in the highly competitive markets in which we operate in areas such as access, location, quality of accommodations and room rate structures;

	•	changes in the desirability of the geographic regions of the hotels in our portfolio or in the travel patterns of hotel customers;

	•	changes in taxes and governmental regulations that influence or set wages, hotel employee health care costs, prices, interest rates or construction and maintenance procedures and costs;

	•	the ability of third-party internet and other travel intermediaries to attract and retain customers; and

	•	decreases in the frequency of business travel that may result from alternatives to in-person meetings, including virtual meetings hosted online or over private teleconferencing networks.

We cannot assure you that adverse changes in the general economy or other circumstances that affect the lodging industry will not have an adverse effect on the hotel revenue or earnings at our properties. A reduction in our revenue or earnings as a result of the above risks may reduce our working capital and revenue, impact our long-term business strategy and impact the value of our assets and our ability to meet certain covenants in our existing debt agreements. In addition, we may incur impairment charges in the future,

which charges will affect negatively our results of operations. We can provide no assurance that any impairment loss recognized will not be material to our results of operations.

In addition to general economic conditions affecting the lodging industry, new hotel room supply is an important factor that can affect the lodging industry’s performance and overbuilding has the potential to further exacerbate the negative impact of an economic downturn. Room rates and occupancy, and thus RevPAR, tend to increase when demand growth exceeds supply growth. A reduction or slowdown in the growth of lodging demand or increased growth in lodging supply could result in returns that are substantially below expectations or result in losses which could materially and adversely affect our revenues and profitability as well as limit or slow our future growth.

We depend on external sources of capital for future growth; therefore, any disruption to our ability to access capital at times, and on terms reasonably acceptable to us, may affect adversely our business and results of operations.

Since we have elected REIT status, Host Inc. must finance its growth and fund debt repayments largely with external sources of capital because it is required to distribute to its stockholders at least 90% of its taxable income (other than net capital gain) each year in order to qualify as a REIT, including taxable income recognized for federal income tax purposes but with regard to which it does not receive cash. Funds used by Host Inc. to make required distributions are provided by distributions from Host L.P. Our ability to access external capital could be hampered by a number of factors, many of which are outside of our control, including:

	•	price volatility, dislocations and liquidity disruptions in the U.S. and global equity and credit markets;

	•	changes in market perception of our growth potential, including rating agency downgrades by Moody’s Investors Service, Standard & Poor’s Ratings Services or Fitch Ratings;

	•	decreases in our current or estimated future earnings;

	•	decreases or fluctuations in the market price of the common stock of Host Inc.;

	•	increases in interest rates; and

	•	the terms of our existing indebtedness which, under certain circumstances, restrict our incurrence of debt.

The occurrence of any of these factors, individually or in combination, could prevent us from being able to obtain the external capital we req

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We have received no written comments regarding our periodic or current reports from the staff of the Securities and Exchange Commission that remain unresolved.

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See Part 1 Item 1. “Business—Our Consolidated Hotel Portfolio” above for a discussion of our hotels.

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We are involved in various legal proceedings in the ordinary course of business including, but not limited to, disputes involving hotel-level contracts, employment litigation, compliance with laws such as the Americans with Disabilities Act, tax disputes and other general matters. We are vigorously defending these claims; however, no assurances can be given as to the outcome of any pending legal proceedings. We believe, based on currently available information, that the results of such proceedings, in the aggregate, will not have a material adverse effect on our financial condition, but might be material to our operating results for any particular period, depending, in part, upon the operating results for such period. We record a liability when a loss is considered probable and the amount can be reasonably estimated.

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None.

EXECUTIVE OFFICERS OF THE REGISTRANT

In the following table we set forth certain information regarding those persons currently serving as executive officers of Host Inc. as of February 21, 2018. As a partnership, Host L.P. does not have executive officers.

Name and Title		Age		Business Experience Prior to Becoming an Executive Officer of Host Inc.
Richard E. Marriott Chairman of the Board		79		Richard E. Marriott joined our company in 1965 and has served in various executive capacities. In 1979, Mr. Marriott was elected to the Board of Directors. In 1984, he was elected Executive Vice President and in 1986, he was elected Vice Chairman of the Board of Directors. In 1993, Mr. Marriott was elected Chairman of the Board.
James F. Risoleo President, Chief Executive Officer and Director		62		James F. Risoleo joined our company in 1996 as Senior Vice President for Acquisitions. He has served in various capacities with the company including Executive Vice President and Chief Investment Officer, Managing Director of the company's European and West Coast investment activities and culminating in his service as President and Chief Executive Officer beginning in January 2017.
Elizabeth A. Abdoo Executive Vice President, General Counsel and Secretary		59		Elizabeth A. Abdoo joined our company in June 2001 as Senior Vice President and General Counsel and became Executive Vice President in February 2003. She was elected Secretary in August 2001.
Michael D. Bluhm Executive Vice President, Chief Financial Officer		49		Michael D. Bluhm joined our company as Executive Vice President and Chief Financial Officer in November 2017. Prior to joining our company, he was a managing director in investment banking at Morgan Stanley and most recently served as head of western region real estate and global head of lodging.
Joanne G. Hamilton Executive Vice President, Human Resources		60		Joanne G. Hamilton joined our company as Executive Vice President, Human Resources in January 2010. Prior to joining our company, she was the Chief Human Resource Officer for Beers & Cutler, an accounting and consulting firm based in Vienna, Virginia from 2007 to 2010.
Nathan S. Tyrrell Executive Vice President, Chief Investment Officer		45		Nathan S. Tyrrell joined our finance department in 2005. He became Treasurer in February 2010. In 2015, he was named Managing Director of investment activities for the East Coast and in 2017 he was named Executive Vice President, Chief Investment Officer.
Michael E. Lentz Managing Director, Global Development, Design & Construction		54		Michael E. Lentz joined our company in March 2016. Prior to joining us, Mr. Lentz was Senior Vice President of Global Development for Las Vegas Sands Corp. from 2011 to 2016 and before that was with Walt Disney Imagineering for 20 years, culminating in his service as Vice President of Project Development.
Brian G. Macnamara Senior Vice President, Corporate Controller		58		Brian G. Macnamara joined our company in February 1996, was promoted to Vice President, Assistant Corporate Controller in February 2007, and was elected Senior Vice President, Corporate Controller in September 2007.

PART II

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Host Inc.’s common stock is listed on the New York Stock Exchange and trades under the symbol “HST.” The following table sets forth, for the fiscal periods indicated, the high and low sales prices per share of Host Inc.’s common stock as reported on the New York Stock Exchange Composite Tape and dividends declared per share:

	Stock Price														Dividends Declared Per Share
		High							Low
2016
1st Quarter	$	16.97						$	12.82						$	0.20
2nd Quarter		16.95							14.58							0.20
3rd Quarter		18.37							15.57							0.20
4th Quarter		19.18							14.83							0.25
	Stock Price														Dividends Declared Per Share
	High							Low
2017
1st Quarter	$		19.34					$		17.75					$		0.20
2nd Quarter			19.27							17.48							0.20
3rd Quarter			18.91							17.38							0.20
4th Quarter			20.58							18.20							0.25

Under the terms of certain of our senior notes and the credit facility, Host Inc.’s ability to pay dividends and make other payments is dependent on its ability to satisfy certain financial requirements. See Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition” and Part I Item 1A. “Risk Factors—Financial Risks and Risks of Operation— The terms of our indebtedness and preferred units place restrictions on us and our subsidiaries and these restrictions reduce our operational flexibility and create default risks.”

As of February 21, 2018, there were 19,129 holders of record of Host Inc.’s common stock. However, because many of the shares of our common stock are held by brokers and other institutions on behalf of stockholders, we believe that there are considerably more beneficial holders of our common stock than record holders. As of February 21, 2018, there were 1,271 holders of OP units (in addition to Host Inc.). OP units are redeemable for cash, or, at our election, for Host Inc.’s common stock.

Host Inc.’s ability to qualify as a REIT under the Internal Revenue Code is facilitated by limiting the number of shares of its stock that a person may own. Its charter provides that, subject to limited exceptions, no person or persons acting as a group may own, or be deemed to own by virtue of the attribution provisions of the Internal Revenue Code, more than 9.8% in value or in number, whichever is more restrictive, of shares of Host Inc.’s outstanding common stock, preferred stock or any other class of stock, each considered as a separate class or series for this purpose. Host Inc.’s Board of Directors has the authority to increase the ownership limit from time to time, but does not have the authority to do so to the extent that, after giving effect to such increase, any five beneficial owners of capital stock beneficially could own in the aggregate more than 49.5% of the outstanding capital stock of Host Inc. See Part I Item 1A. “Risk Factors—Risks of Ownership of Host Inc.’s Common Stock—There are limitations on the acquisition of Host Inc. common stock and changes in control.”

Stockholder Return Performance

The following graph compares the five-year cumulative total stockholder return on Host Inc.’s common stock against the cumulative total returns of the Standard & Poor’s Corporation Composite 500 Index and the National Association of Real Estate Investment Trust (“NAREIT”) Equity Index. The graph assumes an initial investment of $100 in Host Inc.’s common stock and in each of the indexes, and also assumes the reinvestment of dividends.

Comparison of Five-Year Cumulative Stockholder Returns 2012 – 2017

	2012				2013				2014				2015				2016				2017
Host Hotels & Resorts, Inc.	$	100.00			$	127.33			$	161.10			$	108.74			$	140.68			$	155.06
NAREIT Equity Index	$	100.00			$	102.86			$	131.68			$	135.40			$	147.09			$	159.85
S&P 500 Index	$	100.00			$	132.37			$	150.51			$	152.39			$	170.84			$	208.14

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference into any filing of Host Inc. or Host L.P. (or any of their respective subsidiaries) under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Fourth Quarter 2017 Host Inc. Purchases of Equity Securities

On February 22, 2017, Host Inc. announced a program to repurchase up to $500 million of common stock. The common stock may be purchased from time to time depending upon market conditions, and repurchases may be made in the open market or through private transactions or by other means, including principal transactions with various financial institutions, like accelerated share repurchases, forwards, options and similar transactions, and through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Act of 1934, as amended. The program does not obligate us to repurchase any specific number of shares or any specific dollar amount and may be suspended at any time at our discretion. No repurchases were made in 2017.

Period		Total Number of Host Inc. Common Shares Purchased					Average Price Paid per Common Share		Total Number of Common Shares Purchased as Part of Publicly Announced Plans or Programs				Maximum Number (or Approximate Dollar Value) of Common Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
October 1, 2017 – October 31, 2017			—				—			—			$	$500
November 1, 2017 – November 30, 2017			—				—			—				$500
December 1, 2017 – December 31, 2017			—				—			—				$500
Total			—				—			—

Fourth Quarter 2017 Host Inc. Sales of Unregistered Securities

On November 20, 2017, Host Inc. issued 1,744 shares of common stock to Fidelity Investments Charitable Gift Fund in exchange for 1,708 OP units of Host L.P. held by Fidelity Investments Charitable Gift Fund. All shares were issued pursuant to the private placement exemption from registration provided by Section 4(2) of the Securities Act. The number of shares issued was based on the current conversion factor of 1.021494 common shares per OP unit.

Item 5. Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P. | --- | --- |

There is no established public trading market for our OP units and transfers of OP units are restricted by the terms of Host L.P.’s partnership agreement. The following table sets forth, for the fiscal periods indicated, Host L.P.’s distributions declared per common OP unit:

	Distributions Declared Per Common Unit
	2016				2017
1st Quarter	$	0.2043			$	0.2043
2nd Quarter		0.2043				0.2043
3rd Quarter		0.2043				0.2043
4th Quarter		0.2554				0.2554

The number of holders of record of Host L.P.’s common OP units on February 21, 2018 was 1,271. The number of outstanding common OP units as of February 21, 2018 was 734,110,749 of which 725,916,218 were owned by Host Inc. Under the terms of certain of our senior notes and the credit facility, Host L.P.’s ability to make distributions and other payments is dependent on its ability to satisfy certain financial requirements. In addition, under the terms of Host L.P.’s preferred OP units, we are not permitted to make distributions on our common OP units unless all cumulative distributions have been paid on our preferred OP units. See Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financial Condition” and Part I Item 1A. “Risk Factors—Financial Risks and Risks of Operation— The terms of our indebtedness and preferred units place restrictions on us and our subsidiaries and these restrictions reduce our operational flexibility and create default risks.”

Fourth Quarter 2017 Host L.P. Purchases of Equity Securities

Period		Total Number of OP Units Purchased					Average Price Paid Per Unit			Total Number of OP Units Purchased as Part of Publicly Announced Plans or Programs					Maximum number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs (in millions)
October 1, 2017 — October 31, 2017			9,633	*				1.021494 shares of Host Inc. Common Stock				—						—
November 1, 2017 — November 30, 2017			69,323	*				1.021494 shares of Host Inc. Common Stock				—						—
December 1, 2017 — December 31, 2017			3,258	*				1.021494 shares of Host Inc. Common Stock				—						—
Total			82,214									—						—

*	Reflects common OP units redeemed by holders in exchange for shares of Host Inc.’s common stock.

Item 6. Selected Financial Data (Host Hotels & Resorts, Inc.) | --- | --- |

The following table presents certain selected historical financial data which has been derived from audited consolidated financial statements of Host Hotels & Resorts, Inc. for the five years ended December 31, 2017 and should be read in conjunction with the consolidated financial statements and related notes and Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”:

		Calendar year
		2017				2016				2015				2014				2013
		(in millions, except per share amounts)
Income Statement Data:
Revenues		$	5,387			$	5,430				5,350			$	5,321			$	5,134
Income from continuing operations			571				771				565				741				206
Income from discontinued operations, net of tax (1)			—				—				—				—				115
Net income			571				771				565				741				321
Net income attributable to Host Hotels & Resorts, Inc.			564				762				558				732				317
Basic earnings per common share:
Continuing operations			.76				1.03				.74				.97				.27
Discontinued operations (1)			—				—				—				—				.16
Basic earnings per common share			.76				1.03				.74				.97				.43
Diluted earnings per common share:
Continuing operations			.76				1.02				.74				.96				.27
Discontinued operations (1)			—				—				—				—				.15
Diluted earnings per common share			.76				1.02				.74				.96				.42
Dividends declared per common share			.85				.85				.80				.75				.46
Balance Sheet Data:
Total assets		$	11,693			$	11,408			$	11,656			$	12,043			$	12,642
Debt			3,954				3,649				3,867				3,807				4,569
___________

(1)	Discontinued operations reflects the operations of properties that were classified as held for sale prior to 2014, including the results of operations of properties prior to their disposition and the gain or loss on those dispositions.

| --- | --- |

The following table presents certain selected historical financial data which has been derived from audited consolidated financial statements of Host Hotels & Resorts, L.P. for the five years ended December 31, 2017 and should be read in conjunction with the consolidated financial statements and related notes and Part II Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations”:

		Calendar year
		2017				2016				2015				2014				2013
		(in millions, except per unit amounts)
Income Statement Data:
Revenues		$	5,387			$	5,430			$	5,350			$	5,321			$	5,134
Income from continuing operations			571				771				565				741				206
Income from discontinued operations, net of tax (1)			—				—				—				—				115
Net income			571				771				565				741				321
Net income attributable to Host Hotels & Resorts, L.P.			571				771				565				741				321
Basic earnings per common unit:
Continuing operations			.78				1.05				.76				.99				.28
Discontinued operations (1)			—				—				—				—				.15
Basic earnings per common unit			.78				1.05				.76				.99				.43
Diluted earnings per common unit:
Continuing operations			.78				1.05				.76				.99				.28
Discontinued operations (1)			—				—				—				—				.15
Diluted earnings per common unit			.78				1.05				.76				.99				.43
Distributions declared per common unit			.868				.868				.817				.766				.470
Balance Sheet Data:
Total assets		$	11,693			$	11,408			$	11,656			$	12,043			$	12,642
Debt			3,954				3,649				3,867				3,807				4,569
___________

(1)	Discontinued operations reflects the operations of properties that were classified as held for sale prior to 2014, including the results of operations of properties prior to their disposition and the gain or loss on those dispositions.

| --- | --- |

The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this report.

Overview

Host Inc. operates as a self-managed and self-administered REIT that owns properties and conducts operations through Host L.P., of which Host Inc. is the sole general partner and of which it holds approximately 99% of its common OP units as of December 31, 2017. The remainder of Host L.P.’s common OP units are owned by various unaffiliated limited partners. Host Inc. has the exclusive and complete responsibility for Host L.P.’s day-to-day management and control.

Host Inc. is the largest lodging REIT in NAREIT’s composite index and one of the largest owners of luxury and upper upscale hotel properties. As of February 21, 2018, we own 93 hotels in the United States and internationally and have minority ownership interests in an additional 21 hotels through joint ventures in the United States, Europe and the Asia/Pacific region. These hotels are operated primarily under brand names that are among the most respected and widely recognized in the lodging industry. The majority of our hotels are located in central business districts of major cities, near airports and in resort/conference destinations.

Our customers fall into three broad groups: transient business, group business and contract business, which accounted for approximately 60%, 34%, and 6%, respectively, of our 2017 room sales. Transient business broadly represents individual business or leisure travelers. Business travelers make up the majority of transient demand at our hotels. Therefore, we will be significantly more affected by trends in business travel than trends in leisure demand. For a discussion of our customer categories, see “ – Our Customers”.

Understanding Our Performance

Our Revenues and Expenses. Our hotels are operated by third-party managers under long-term agreements, pursuant to which they typically earn base and incentive management fees based on the levels of revenues and profitability of each individual hotel. We provide operating funds, or working capital, which the managers use to purchase inventory and to pay wages, utilities, property taxes and other hotel-level expenses. We generally receive a cash distribution from our hotel managers each month, which distribution reflects hotel-level sales less property-level operating expenses (excluding depreciation).

Operations from our domestic portfolio account for approximately 98% of our total revenues and 2% relate to our international hotels. The following table presents the components of our hotel revenue as a percentage of our total revenue:

			% of 2017 Revenues
	•	Rooms revenue. Occupancy and average daily room rate are the major drivers of rooms revenue. The business mix of the hotel (group versus transient and retail versus discount business) is a significant driver of room rates.		65%
	•	Food and beverage revenue. Food & beverage revenue consists of revenue from group functions, which may include banquet revenue and audio and visual revenue, as well as outlet revenue from the restaurants and lounges at our properties.		29%
	•	Other revenue. Occupancy, the nature of the property (e.g., resort, etc.) and its price point are the main drivers of other ancillary revenue, such as attrition and cancellation, parking, golf course, spa, entertainment and other guest services. This category also includes retail and apartment rental revenue.		6%

Hotel operating expenses represent approximately 98% of our total operating costs and expenses. The following table presents the components of our hotel operating expenses as a percentage of our total operating costs and expenses:

			% of 2017 Operating Costs and Expenses
	•	Rooms expense. These costs include housekeeping, reservation systems, room supplies, laundry services and front desk costs. Occupancy is the major driver of rooms expense. These costs can increase based on increases in salaries and wages, as well as on the level of service and amenities that are provided.		19%
	•	Food and beverage expense. These expenses primarily include food, beverage and the associated labor costs and will correlate closely with food and beverage revenue. Group functions with banquet sales and audio and visual components generally will have lower overall costs as a percentage of revenues than outlet sales.		23%
	•	Other departmental and support expenses. These expenses include labor and other costs associated with other ancillary revenue, such as parking, golf courses, spas, entertainment and other guest services, as well as labor and other costs associated with administrative departments, sales and marketing, repairs and minor maintenance and utility costs.		27%
	•	Management fees. Base management fees are computed as a percentage of gross revenue. Incentive management fees generally are paid when operating profits exceed certain thresholds.		5%
	•	Other property-level expenses. These expenses consist primarily of real and personal property taxes, ground rent, equipment rent and property insurance. Many of these expenses are relatively inflexible and do not necessarily change based on changes in revenues at our hotels.		8%
	•	Depreciation and amortization expense. This is a non-cash expense that changes primarily based on the acquisition and disposition of hotel properties and the amounts of historical capital expenditures.		16%

The expense components listed above are based on those presented in our consolidated statements of operations. It also is worth noting that wage and benefit costs are spread among various line items. Taken separately, these costs represent approximately 57% of our rooms, food and beverage, and other departmental and support expenses.

Key Performance Indicators. The following key performance indicators are commonly used in the hospitality industry:

	•	hotel occupancy (a volume indicator);

	•	average daily rate (“ADR”) is a price indicator calculated by dividing room revenue by the number of rooms sold;

	•	revenue per available room (“RevPAR”) is to evaluate hotel operations. RevPAR is defined as the product of the average daily room rate charged and the average daily occupancy achieved. RevPAR does not include food and beverage, parking, or other guest service revenues generated by the property. Although RevPAR does not include these ancillary revenues, it is considered a key indicator of core revenues for many hotels; and

	•	total revenue per available room (“Total RevPAR”) is a summary measure of hotel results calculated by dividing the sum of room, food and beverage and other ancillary service revenue by room nights available to guests for the period. It includes ancillary revenues not included within RevPAR.

RevPAR changes that are driven by occupancy have different implications on overall revenue levels, as well as incremental operating profit, than do changes that are driven by average room rate. For example, increases in occupancy at a hotel will lead to increases in room revenues and ancillary revenues, such as food and beverage revenue, as well as additional incremental costs (including housekeeping services, utilities and room amenity costs). RevPAR increases due to higher room rates, however, will not result in additional room-related costs, with the exception of those charged as a percentage of revenue. As a result, changes in RevPAR driven by increases or decreases in average room rat

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All information in this section applies to Host Inc. and Host L.P.

Interest Rate Sensitivity

Our future income, cash flows and fair values with respect to financial instruments are dependent upon prevailing market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We have no derivative financial instruments that are held for trading purposes. We use derivative financial instruments to manage, or hedge, interest rate risks.

The interest payments on 70% of our debt are fixed in nature. Valuations for mortgage debt and the credit facility are determined based on expected future payments, discounted at risk-adjusted rates. The senior notes are valued based on quoted market prices. If market rates of interest on our variable rate debt increase or decrease by 100 basis points, interest expense would increase or decrease, respectively, our future earnings and cash flows by approximately $12 million in 2018. The table below presents scheduled maturities and related weighted average interest rates by expected maturity dates (in millions, except percentages):

	Expected Maturity Date
																													Fair
	2018				2019				2020				2021				2022				Thereafter				Total				Value
Liabilities
Debt:
Fixed rate (1)	$	(4	)		$	(4	)		$	(4	)		$	296			$	347			$	2,152			$	2,783			$	2,933
Average interest rate		4.56	%			4.56	%			4.56	%			4.52	%			4.28	%			4.16	%
Variable rate (1)	$	(2	)		$	(2	)		$	498			$	677			$	—			$	—			$	1,171			$	1,183
Average interest rate (2)		2.52	%			2.52	%			2.50	%			2.41	%			—	%			—	%
Total debt																									$	3,954			$	4,116
___________

(1)	The amounts are net of unamortized discounts and deferred financing costs; therefore, negative amounts prior to maturity represent the amortization of original issue discounts and deferred financing costs.

(2)	The interest rate for our floating rate payments is based on the rate in effect as of December 31, 2017. No adjustments are made for forecast changes in the rate.

Exchange Rate Sensitivity

We have currency exchange risk as a result of our hotel ownership in Brazil, Canada and Mexico and our investment in the European and Asia/Pacific joint ventures. We utilize several strategies to mitigate the exposure of currency exchange risk for our portfolio, including (i) utilizing local currency denominated debt (including foreign currency draws on our credit facility), (ii) entering into forward or option foreign currency purchase contracts, and (iii) investing through partnership and joint venture structures. For 2017 and 2016, revenues from our consolidated foreign operations were $127 million and $171 million, or 2% and 3%, respectively, of our total revenues. Over the past few years, we have strategically exited international markets, including the disposition of one hotel in Australia in 2017 and six international properties in 2016. As a result, we have reduced our foreign currency exchange risk so that there now is minimal impact on our results of operations.

The foreign currency exchange agreements into which we have entered strictly are to hedge foreign currency risk and are not for trading purposes. During 2017, in connection with the maturity of a foreign currency forward purchase contract with a total notional amount of €15 million, for which we received total proceeds of approximately $4 million, we entered into a new foreign currency forward purchase contract with the same notional amount. We also made payments totaling approximately $2 million to settle forward currency hedges with a total notional amount of NZ$45 million and €55 million. The gain or loss related to the matured contracts is initially included in accumulated other comprehensive income and is recognized in earnings when the hedged investment has been repatriated.

As of December 31, 2017, we have three foreign currency forward sale contracts in the aggregate notional amount of $70 million that hedge a portion of the foreign currency exposure resulting from the eventual repatriation of our Canadian dollar and euro net investments in foreign operations. These derivatives are considered hedges of the foreign currency exposure of a net investment in a foreign operation. The contracts are required to be measured at fair value on a recurring basis using significant other observable inputs. As a result, we recorded a liability of $5 million and an asset of $12 million as of December 31, 2017 and 2016, respectively, related to these foreign currency forward sale contracts. These contracts are marked-to-market with changes in fair value recorded to

other comprehensive income (loss). We recorded a loss of $14 million and a gain of $6 million for the years ended December 31, 2017 and 2016, respectively. The foreign currency forward sale contracts are valued based on the forward yield curve of the foreign currency to U.S. dollar forward exchange rate on the date of measurement. Pursuant to these contracts, we will sell the foreign currency amount, as applicable, and receive the U.S. dollar amount on the forward sale date. We also evaluate counterparty credit risk when we calculate the fair value of the derivatives. In addition to the foreign currency forward sale contracts, we have designated $129 million of the foreign currency draws on our credit facility as hedges of net investments in foreign operations. Changes in fair value of the designated credit facility draws are recorded to other comprehensive income (loss). We recorded a loss of $14 million and a gain of $2 million for the years ended December 31, 2017 and 2016, respectively.

The following financial information is included on the pages indicated:

Host Hotels & Resorts, Inc. & Host Hotels & Resorts, L.P.

	Page
Reports of Independent Registered Public Accounting Firm (Host Hotels & Resorts, Inc.)	78
Report of Independent Registered Public Accounting Firm (Host Hotels & Resorts, L.P.)	79
Financial Statements of Host Hotels & Resorts, Inc.:
Consolidated Balance Sheets as of December 31, 2017 and 2016	81
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015	82
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2017, 2016 and 2015	83
Consolidated Statements of Equity for the Years Ended December 31, 2017, 2016 and 2015	84
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015	85
Financial Statements of Host Hotels & Resorts, L.P.:
Consolidated Balance Sheets as of December 31, 2017 and 2016	87
Consolidated Statements of Operations for the Years Ended December 31, 2017, 2016 and 2015	88
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2017, 2016 and 2015	89
Consolidated Statements of Capital for the Years Ended December 31, 2017, 2016 and 2015	90
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015	91
Notes to Consolidated Financial Statements (Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P.)	93

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors Host Hotels & Resorts, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, Inc. and subsidiaries (the “Company”) as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement schedule III (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

McLean, Virginia February 26, 2018

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors Host Hotels & Resorts, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Host Hotels & Resorts, Inc. and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes and financial statement schedule III (collectively, the “consolidated financial statements”), and our report dated February 26, 2018 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounti

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| --- | --- |

None.

| --- | --- |

Controls and Procedures (Host Hotels & Resorts, Inc.)

Disclosure Controls and Procedure

Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized

and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host Inc. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017 based on the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2017. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our independent registered public accounting firm, KPMG LLP, has issued an attestation report on the effectiveness of our internal control over financial reporting of Host Inc., which appears in Item 8.

Controls and Procedures (Host Hotels & Resorts, L.P.)

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, Host Inc.’s Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to our management, including Host Inc.’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host L.P. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017 based on the Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2017. There were no changes in our internal control over financial reporting during the quarter ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This annual report does not include an attestation report of Host L.P.’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by Host L.P.’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission applicable to “non-accelerated filers.”

| --- | --- |

None.

PART III

Certain information called for by Items 10-14 is incorporated by reference from Host Inc.’s 2018 Annual Meeting of Stockholders Notice and Proxy Statement (to be filed pursuant to Regulation 14A not later than 120 days after the close of our fiscal year).

| --- | --- |

The information required by this item with respect to directors is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2018 Annual Meeting of Stockholders entitled “Proposal One: Election of Directors.” See Part I “Executive Officers” of this Annual Report for information regarding executive officers.

The information required by this item with respect to Audit Committee and Audit Committee Financial Experts is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2018 Annual Meeting of Stockholders entitled “Corporate Governance and Board Matters.” There have been no material changes to the procedures by which stockholders may recommend nominees to the Board of Directors since our last annual report.

We have adopted a Code of Business Conduct and Ethics that applies to all directors and employees, including our Chief Executive Officer, Chief Financial Officer, Corporate Controller and other employees who perform financial or accounting functions. The Code is available at the Governance section of our website at www.hosthotels.com. A copy of the Code is available in print, free of charge, to stockholders and unitholders upon request to the company at the address set forth in Item 1 of this Annual Report under the section “Business—Where to Find Additional Information.” We intend to satisfy the disclosure requirements under the Securities and Exchange Act of 1934, as amended, regarding an amendment to or waiver from a provision of our Code of Business Conduct and Ethics by posting such information on our web site.

| --- | --- |

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 2018 Annual Meeting of Stockholders entitled: “Compensation Discussion and Analysis,” “Executive Officer Compensation,” “Director Compensation,” “Corporate Governance and Board Matters—Compensation Policy Committee Interlocks and Insider Participation” and “Report of the Compensation Policy Committee on Executive Compensation.”

| --- | --- |

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 2018 Annual Meeting of Stockholders entitled: “Security Ownership of Certain Beneficial Owners and Management” and “Executive Officer Compensation—Securities Authorized for Issuance Under Equity Compensation Plans.”

| --- | --- |

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its 2018 Annual Meeting of Stockholders entitled: “Certain Relationships and Related Person Transactions” and “Corporate Governance and Board Matters—Independence of Directors.”

| --- | --- |

The information required by this item is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2018 Annual Meeting of Stockholders entitled “Auditor Fees.”

PART IV

| --- | --- |

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

(i)FINANCIAL STATEMENTS

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

(ii)FINANCIAL STATEMENT SCHEDULES

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

Financial Schedules:

				Page
III.		Real Estate and Accumulated Depreciation.		S-1 to S-4

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

(b) EXHIBITS

In reviewing the agreements included as exhibits to this report, please remember they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the company, its subsidiaries or other parties to the agreements. The agreements contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

	•	should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

	•	have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

	•	may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

	•	were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time.

Exhibit No.				Description
3.				Articles of Incorporation and Bylaws
3.1				Composite Charter of Host Hotels & Resorts, Inc., dated July 18, 2016 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. Registration Statement on Form S-8 (SEC File No. 333-212569) filed on July 18, 2016).
3.1A				Third Amended and Restated Agreement of Limited Partnership of Host Hotels & Resorts, L.P. (incorporated by reference to Exhibit 3.1 of Host Hotels & Resorts, L.P.’s Annual Report on Form 10-K for the year ended December 31, 2006, filed on March 1, 2007).
3.2				Amended and Restated Bylaws of Host Hotels & Resorts, Inc., effective November 21, 2016 (incorporated by reference to Exhibit 3.1 of Host Hotels & Resorts, Inc.’s and Host Hotels & Resorts, L.P.’s Quarterly Report on Form 10-Q for the period ended March 31, 2017, filed on May 2, 2017).
4.				Instruments Defining Rights of Security Holders
4.1				See Exhibit 3.1 and 3.2 for provisions of the Articles and Bylaws of Host Hotels & Resorts, Inc. defining the rights of security holders. See Exhibit 3.1A for provisions of the Agreement of Limited Partnership of Host Hotels & Resorts, L.P. defining the rights of security holders.
4.2				Form of Common Stock Certificate (incorporated herein by reference to Exhibit 4.7 to Host Marriott Corporation’s Amendment No. 4 to its Registration Statement on Form S-4 (SEC File No. 333-55807) filed on October 2, 1998).
4.3				Amended and Restated Indenture dated as of August 5, 1998, by and among HMH Properties, Inc., as Issuer, and the Subsidiary Guarantors named therein, and Marine Midland Bank, as Trustee (incorporated by reference to Exhibit 4.1 of Host Marriott Corporation’s Current Report on Form 8-K dated August 6, 1998) (SEC File No. 001-05664).
4.4				Third Supplemental Indenture, dated as of December 14, 1998, by and among HMH Properties Inc., Host Marriott, L.P., the entities identified therein as New Subsidiary Guarantors and Marine Midland Bank, as Trustee, to the Amended and Restated Indenture, dated as of August 5, 1998, among the Company, the Guarantors named therein, Subsidiary Guarantors named therein and the Trustee (incorporated by reference to Exhibit 4.3 of Host Marriott, L.P.’s Current Report on Form 8-K filed with the Commission on December 31, 1998) (SEC File No. 333-55807).
4.5				Forty-First Supplemental Indenture, dated November 18, 2011, by and among Host Hotels & Resorts, L.P., the Subsidiary Guarantors named therein and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on November 18, 2011).
4.6				Forty-Second Supplemental Indenture, dated March 22, 2012, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on March 23, 2012).
4.7				Forty-Third Supplemental Indenture, dated August 9, 2012, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on August 9, 2012).
4.8				Forty-Fourth Supplemental Indenture, dated March 28, 2013, by and among Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture (incorporated by reference to Exhibit 4.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc., and Host Hotels & Resorts L.P., filed on March 28, 2013).
4.9				Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc., and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed May 18, 2015).
4.10				First Supplemental Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.2 to Host Hotels & Resorts, Inc. and Host Hotels &Resorts, L.P. Current Report on Form 8-K, filed May 18, 2015).
4.11				Second Supplemental Indenture, dated October 14, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed October 14, 2015).

Exhibit No.				Description
4.12				Third Supplemental Indenture, dated March 20, 2017, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K filed on March 20, 2017).
10.			Material Contracts
10.1			Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan as amended and restated effective January 1, 2014 (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).
10.2			Trust Agreement between Wilmington Trust Company and Host Hotels & Resorts, L.P., dated June 1, 2006, relating to the Host Hotels & Resorts, L.P. Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 25, 2014).
10.3			Host Marriott Corporation and Host Marriott, L.P. 1997 Comprehensive Stock and Cash Incentive Plan, as amended and restated December 29, 1998, as amended January 2004 (incorporated by reference to Exhibit 10.7 of Host Marriott Corporation’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 2, 2004).
10.4			Host Hotels & Resorts, Inc.’s Severance Plan for Executives, as amended and restated, effective as of December 31, 2015 (incorporated by reference to Exhibit 10.4 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 22, 2016).
10.5			Indemnification Agreement for officers and directors of Host Hotels & Resorts, Inc. (incorporated by reference to Exhibit 10.1 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed on July 21, 2017).
10.6			Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan, effective as of March 12, 2009 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on March 31, 2009).
10.7*			Form of 2018 Restricted Unit Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan.
10.8				Form of 2017 Restricted Unit Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.8 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 24, 2017).
10.9			Form of Option Agreement for use under the Host Hotels & Resorts 2009 Comprehensive Stock and Cash Incentive Plan (incorporated by reference to Exhibit 10.34 of Host Hotels & Resorts, Inc.’s Quarterly Report on Form 10-Q, filed July 28, 2009).
10.10#			Fifth Amended and Restated Agreement of Limited Partnership of HHR EURO CV, dated as of June 6, 2014, by and among HHR Euro II GP B.V., HST LP Euro B.V., HST Euro II LP B.V., APG Strategic Real Estate Pool N.V. and Jasmine Hotels Private Limited (incorporated by reference to Exhibit 10.2 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Quarterly Report on Form 10-Q, filed on August 1, 2014).
10.11			Host Hotels & Resorts, Inc. Non-Employee Directors’ Deferred Stock Compensation Plan, as amended and restated effective as of December 15, 2009, as further amended February 2, 2012, February 6, 2014 and February 4, 2016 (incorporated by reference to Exhibit 10.11 of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 24, 2017).
10.12			Fourth Amended and Restated Credit Agreement, dated as of May 31, 2017, among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A., as syndication agent, Wells Fargo Bank, N.A., Deutsche Bank Securities Inc., PNC Bank, National Association, U.S. Bank National Association, SunTrust Bank, Sumitomo Mitsui Banking Corporation, TD Bank, N.A., The Bank of Nova Scotia, Bank of New York Mellon, Credit Agricole Corporate and Investment Bank and Goldman Sachs Bank USA as documentation agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed June 5, 2017).
12.			Statements re Computation of Ratios
12.1*			Computation of Ratios of Earnings to Fixed Charges and Preferred Stock Dividends for Host Hotels & Resorts, Inc.
12.2*			Computation of Ratios of Earnings to Fixed Charges and Preferred Unit Distributions for Host Hotels & Resorts, L.P.
21.			Subsidiaries

Exhibit No.				Description
21.1*			List of Subsidiaries of Host Hotels & Resorts, Inc.
21.2*			List of Subsidiaries of Host Hotels & Resorts, L.P.
23.			Consents
23*			Consent of KPMG LLP
31.			Rule 13a-14(a)/15d-14(a) Certifications
31.1*			Certification of Chief Executive Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.3*			Certification of Chief Executive Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.4*			Certification of Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.			Section 1350 Certifications
32.1*			Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†
32.2*			Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.†

99.		Additional Exhibit
99.1*		Ground Lease Summary
101.INS		XBRL Instance Document.		Submitted electronically with this report.
101.SCH		XBRL Taxonomy Extension Schema Document.		Submitted electronically with this report.
101.CAL		XBRL Taxonomy Calculation Linkbase Document.		Submitted electronically with this report.
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.		Submitted electronically with this report.
101.LAB		XBRL Taxonomy Label Linkbase Document.		Submitted electronically with this report.
101.PRE		XBRL Taxonomy Presentation Linkbase Document.		Submitted electronically with this report.

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the Years ended December 31, 2017, 2016 and 2015, respectively, for Host Hotels & Resorts, Inc.; (ii) the Consolidated Balance Sheets at December 31, 2017 and December 31, 2016, respectively, for Host Hotels & Resorts, Inc.; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2017, 2016 and 2015, respectively, for Host Hotels & Resorts, Inc.; (iv) the Consolidated Statements of Equity for the Years ended December 31, 2017, 2016 and 2015, respectively, for Host Hotels & Resorts, Inc.; (v) the Consolidated Statements of Cash Flows for the Years ended December 31, 2017, 2016 and 2015, respectively, for Host Hotels & Resorts, Inc.; (vi) the Consolidated Statements of Operations for the Years ended December 31, 2017, 2016 and 2015, respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, 2017 and December 31, 2016, respectively, for Host Hotels & Resorts, L.P.; (viii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, 2017, 2016 and 2015, respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, 2017, 2016 and 2015, respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated Statement of Cash Flows for the Years ended December 31, 2017, 2016 and 2015, respectively, for Host Hotels & Resorts, L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.

*	Filed herewith.

#	Confidential treatment requested.

†	This certificate is being furnished solely to accompany the report pursuant to 18 U.S.C. 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

| --- | --- |

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						HOST HOTELS & RESORTS, INC.
Date: February 26 2018						By:		/s/ MICHAEL D. BLUHM
								Michael D. Bluhm Executive Vice President, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures		Title		Date
/s/ RICHARD E. MARRIOTT		Chairman of the Board of Directors		February 26, 2018
Richard E. Marriott
/s/ JAMES F. RISOLEO		President, Chief Executive Officer and Director (Principal Executive Officer)		February 26, 2018
James F. Risoleo
/s/ MICHAEL D. BLUHM		Executive Vice President, Chief Financial Officer (Principal Financial Officer)		February 26, 2018
Michael D. Bluhm
/s/ BRIAN G. MACNAMARA		Senior Vice President, Corporate Controller (Principal Accounting Officer)		February 26, 2018
Brian G. Macnamara
/s/ MARY L. BAGLIVO		Director		February 26, 2018
Mary L. Baglivo
/s/ SHEILA C. BAIR		Director		February 26, 2018
Sheila C. Bair
/s/ Mary Hogan Preusse		Director		February 26, 2018
Mary Hogan Preusse
/s/ ANN MCLAUGHLIN KOROLOGOS		Director		February 26, 2018
Ann McLaughlin Korologos
/s/ SANDEEP L. MATHRANI		Director		February 26, 2018
Sandeep L. Mathrani
/s/ JOHN B. MORSE, JR.		Director		February 26, 2018
John B. Morse, Jr.
/s/ WALTER C. RAKOWICH		Director		February 26, 2018
Walter C. Rakowich
/s/ GORDON H. SMITH		Director		February 26, 2018
Gordon H. Smith
/s/ A. WILLIAM STEIN		Director		February 26, 2018
A. William Stein

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

						HOST HOTELS & RESORTS, LP
Date: February 26, 2018						By:		HOST HOTELS & RESORTS, INC., its general partner
						By:		/s/ MICHAEL D. BLUHM
								Michael D. Bluhm Executive Vice President, Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following officers and directors of Host Hotels & Resorts, Inc., the general partner of the registrant, and in the capacities and on the dates indicated.

Signatures			Title				Date
/s/ RICHARD E. MARRIOTT			Chairman of the Board of Directors				February 26, 2018
Richard E. Marriott
/s/ JAMES F. RISOLEO			President, Chief Executive Officer and Director (Principal Executive Officer)				February 26, 2018
James F. Risoleo
/s/ MICHAEL D. BLUHM			Executive Vice President, Chief Financial Officer (Principal Financial Officer)				February 26, 2018
Michael D. Bluhm
/s/ BRIAN G. MACNAMARA			Senior Vice President, Corporate Controller (Principal Accounting Officer)				February 26, 2018
Brian G. Macnamara
/s/ MARY L. BAGLIVO			Director				February 26, 2018
Mary L. Baglivo
/s/ SHEILA C. BAIR				Director				February 26, 2018
Sheila C. Bair
/s/ Mary Hogan Preusse				Director				February 26, 2018
Mary Hogan Preusse
/s/ ANN MCLAUGHLIN KOROLOGOS				Director				February 26, 2018
Ann McLaughlin Korologos
/s/ SANDEEP L. MATHRANI				Director				February 26, 2018
Sandeep L. Mathrani
/s/ JOHN B. MORSE, JR.				Director				February 26, 2018
John B. Morse, Jr.
/s/ WALTER C. RAKOWICH				Director				February 26, 2018
Walter C. Rakowich
/s/ GORDON H. SMITH				Director				February 26, 2018
Gordon H. Smith
/s/ A. WILLIAM STEIN				Director				February 26, 2018
A. William Stein

SCHEDULE III

Page 1 of 4

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2017

(in millions)

		Initial Cost												Subsequent				Foreign				Gross Amount at December 31, 2017																Date of
										Buildings &				Costs				Currency								Buildings &								Accumulated				Completion of				Date				Depreciation
Description		Debt				Land				Improvements				Capitalized				Adjustment				Land				Improvements				Total				Depreciation				Construction				Acquired				Life
Hotels:
Atlanta Marriott Suites Midtown			—				—				26				12				—				—				38				38				22				—				1996				40
Axiom Hotel			—				36				38				39				—				36				77				113				9				—				2014				33
Boston Marriott Copley Place			—				—				203				79				—				—				282				282				140				—				2002				40
Calgary Marriott Downtown			—				5				18				46				—				5				64				69				33				—				1996				40
Chicago Marriott Suites Downers Grove			—				2				14				13				—				2				27				29				15				—				1996				40
Chicago Marriott Suites O'Hare			—				5				36				23				—				5				59				64				28				—				1998				40
Coronado Island Marriott Resort & Spa			—				—				53				46				—				—				99				99				56				—				1997				40
Costa Mesa Marriott			—				3				18				10				—				3				28				31				17				—				1996				40
Courtyard Chicago Downtown/River North			—				7				27				15				—				7				42				49				29				—				1992				40
Denver Marriott Tech Center Hotel			—				6				26				81				—				6				107				113				48				—				1994				40
Denver Marriott West			—				—				12				15				—				—				27				27				22				—				1983				40
Embassy Suites Chicago-Downtown/Lakefront			—				—				86				17				—				—				103				103				39				—				2004				40
Gaithersburg Marriott Washingtonian Center			—				7				22				13				—				7				35				42				23				—				1993				40
Grand Hyatt Atlanta in Buckhead			—				8				88				30				—				8				118				126				62				—				1998				40
Grand Hyatt Washington			—				154				247				30				—				154				277				431				60				—				2012				33
Hilton Singer Island Oceanfront Resort			—				2				10				22				—				2				32				34				24				—				1994				40
Houston Airport Marriott at George Bush Intercontinental			—				—				10				92				—				—				102				102				62				—				1984				40
Houston Marriott Medical Center			—				—				19				34				—				—				53				53				35				—				1998				40
Hyatt Place Waikiki Beach			—				12				120				2				—				11				123				134				20				—				2013				34
Hyatt Regency Cambridge, Overlooking Boston			—				18				84				12				—				19				95				114				57				—				1998				40
Hyatt Regency Maui Resort & Spa			—				92				212				71				—				81				294				375				119				—				2003				40
Hyatt Regency Reston			—				11				78				29				—				12				106				118				56				—				1998				40
Hyatt Regency San Francisco Airport			—				16				119				111				—				20				226				246				103				—				1998				40
Hyatt Regency Washington on Capitol Hill			—				40				230				42				—				40				272				312				100				—				2005				40
JW Marriott Atlanta Buckhead			—				16				21				30				—				16				51				67				37				—				1990				40
JW Marriott Hotel Rio de Janeiro			—				13				29				3				(21	)			6				18				24				4				—				2010				40
JW Marriott Houston			—				4				26				44				—				6				68				74				41				—				1994				40
JW Marriott Mexico City			—				11				35				21				—				10				57				67				49				—				1996				40
JW Marriott Washington D.C.			—				26				98				63				—				26				161				187				91				—				2003				40

S-1

SCHEDULE III

Page 2 of 4

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

December 31, 2017

(in millions)

		Initial Cost												Subsequent				Foreign				Gross Amount at December 31, 2017																Date of
										Buildings &				Costs				Currency								Buildings &								Accumulated				Completion of				Date				Depreciation
Description		Debt				Land				Improvements				Capitalized				Adjustment				Land				Improvements				Total				Depreciation				Construction				Acquired				Life
Manchester Grand Hyatt, San Diego			—				—				548				61				—				—				609				609				150				—				2011				35
Marina del Rey Marriott			—				—				13				35				—				—				48				48				28				—				1995				40
Marriott Marquis San Diego Marina			—				—				202				376				—				—				578				578				289				—				1996				40
Miami Marriott Biscayne Bay			—				38				27				40				—				38				67				105				50				—				1998				40
Minneapolis Marriott City Center			—				34				27				44				—				34				71				105				60				—				1995				40
New Orleans Marriott			—				16				96				137				—				16				233				249				156				—				1996				40
New York Marriott Downtown			—				19				79				48				—				19				127				146				82				—				1997				40
New York Marriott Marquis			—				49				552				225				—				49				777				826				604				—				1986				40
Newark Liberty International Airport Marriott			—				—				30				48				—				—				78				78				49				—				1984				40
Newport Beach Marriott Bayview			—				6				14				12				—				6				26				32				17				—				1988				40
Newport Beach Marriott Hotel & Spa			—				11				13				117				—				8				133				141				86				—				1988				40
Orlando World Center Marriott			—				18				157				387				—				29				533				562				288				—				1997				40
Philadelphia Airport Marriott			—				—				42				19				—				—				61				61				36				—				1995				40
Residence Inn Arlington Pentagon City			—				6				29				12				—				6				41				47				24				—				1996				40
Rio de Janeiro Parque Olimpico Hotels			—				21				39				—				(21	)			13				26				39				4				2014				—				35
San Antonio Marriott Rivercenter			—				—				86				86				—				—				172				172				104				—				1996				40
San Antonio Marriott Riverwalk			—				—				45				36				—				—				81				81				47				—				1995				40
San Francisco Marriott Fisherman’s Wharf			—				6				20				32				—				6				52				58				31				—				1994				40
San Francisco Marriott Marquis			—				—				278				123				—				—				401				401				280				—				1989				40
San Ramon Marriott			—				—				22				24				—				—				46				46				28				—				1996				40
Santa Clara Marriott			—				—				39				59				—				—				98				98				87				—				1989				40
Scottsdale Marriott at McDowell Mountains			—				8				48				9				—				8				57				65				21				—				2004				40
Scottsdale Marriott Suites Old Town			—				3				20				12				—				3				32				35				20				—				1996				40
Sheraton Boston Hotel			—				42				262				69				—				42				331				373				124				—				2006				40
Sheraton New York Times Square Hotel			—				346				409				204				—				346				613				959				242				—				2006				40
Sheraton Parsippany Hotel			—				8				30				22				—				8				52				60				23				—				2006				40
Sheraton San Diego Hotel & Marina			—				—				328				39				—				—				367				367				123				—				2006				40
Swissôtel Chicago			—				29				132				84				—				30				215				245				102				—				1998				40
Tampa Airport Marriott			—				—				9				25				—				—				34				34				29				—				1971				40
The Camby Hotel			—				10				63				29				—				10				92				102				45				—				1998				40
The Don CeSar			—				46				158				—				—				46				158				204				5				—				2017				34
The Fairmont Kea Lani, Maui			—				55				294				65				—				55				359				414				137				—				2004				40
The Logan			—				26				60				71				—				27				130				157				56				—				1998				40

S-2

SCHEDULE III

Page 3 of 4

HOST HOTELS & RESORTS, INC., HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION (continued)

December 31, 2017

(in millions)

		Initial Cost												Subsequent				Foreign				Gross Amount at December 31, 2017																Date of
										Buildings &				Costs				Currency								Buildings &								Accumulated				Completion of				Date				Depreciation
Description		Debt				Land				Improvements				Capitalized				Adjustment				Land				Improvements				Total				Depreciation				Construction				Acquired				Life
The Phoenician Hotel			—				72				307				49				—				74				354				428				34				—				2015				32
The Ritz-Carlton, Amelia Island			—				25				115				84				—				25				199				224				107				—				1998				40
The Ritz-Carlton, Marina del Rey			—				—				52				35				—				—				87				87				54				—				1997				40
The Ritz-Carlton, Naples			—				19				126				142				—				21				266				287				167				—				1996				40
The Ritz-Carlton, Naples Golf Resort			—				22				10				78				—				22				88				110				33				2002				—				40
The Ritz-Carlton, Tysons Corner			—				—				89				35				—				—				124				124				64				—				1998				40
The St. Regis Houston			—				6				33				21				—				6				54				60				26				—				2006				40
The Westin Buckhead Atlanta			—				5				84				34				—				6				117				123				60				—				1998				40
The Westin Chicago River North			—				33				116				12				—				33				128				161				26				—				2010				40
The Westin Cincinnati			—				—				54				19				—				—				73				73				28				—				2006				40
The Westin Denver Downtown			—				—				89				20				—				—				109				109				38				—				2006				40
The Westin Georgetown, Washington D.C.			—				16				80				16				—				16				96				112				36				—				2006				40
The Westin Indianapolis			—				12				100				17				—				12				117				129				40				—				2006				40
The Westin Kierland Resort & Spa			—				100				280				27				—				100				307				407				92				—				2006				40
The Westin Los Angeles Airport			—				—				102				25				—				—				127				127				45				—				2006				40
The Westin Mission Hills Resort & Spa			—				40				47				(37	)			—				13				37				50				25				—				2006				40
The Westin New York Grand Central			—				156				152				81				—				156				233				389				95				—				2011				40
The Westin Seattle			—				39				175				34				—				39				209				248				69				—				2006				40
The Westin South Coast Plaza, Costa Mesa			—				—				46				24				—				—				70				70				42				—				2006				40
The Westin Waltham-Boston			—				9				59				18				—				9				77				86				29				—				2006				40
The Whitley, A Luxury Collection Hotel, Atlanta Buckhead			—				14				81				71				—				15				151				166				95				—				1996				40
Toronto Marriott Downtown Eaton Centre Hotel			—				—				27				32				—				—				59				59				35				—				1995				40
W Hollywood			—				—				204				—				—				—				204				204				6				—				2017				35
W New York - Union Square			—				48				145				16				—				48				161				209				34				—				2010				40
W Seattle			—				11				125				12				—				11				137				148				41				—				2006				40
Washington Dulles Airport Marriott			—				—				3				46				—				—				49				49				39				—				1970				40
Washington Marriott at Metro Center			—				20				24				28				—				20				52				72				37				—				1994				40
Westfields Marriott Washington Dulles			—				7				32				18				—				7				50				57				34				—				1994				40
YVE Hotel Miami			—				15				41				1				—				15				42				57				5				—				2014				33
Total hotels:			—				1,960				8,974				4,553				(42	)			1,929				13,516				15,445				6,264
Other properties, each less than 5% of total			—				5				1				12				—				5				13				18				8				—				various				40
TOTAL		$	—			$	1,965			$	8,975			$	4,565			$	(42	)		$	1,934			$	13,529			$	15,463			$	6,272

S-3

SCHEDULE III

Page 4 of 4

HOST HOTELS & RESORTS, INC., AND SUBSIDIARIES

HOST HOTELS & RESORTS, L.P., AND SUBSIDIARIES

REAL ESTATE AND ACCUMULATED DEPRECIATION

December 31, 2017

(in millions)

Notes:

(A)	The change in total cost of properties for the fiscal years ended December 31, 2017, 2016 and 2015 is as follows:

Balance at December 31, 2014		$	15,160
Additions:
Acquisitions			419
Capital expenditures and transfers from construction-in-progress			383
Deductions:
Dispositions and other			(368	)
Assets held for sale			(78	)
Balance at December 31, 2015			15,516
Additions:
Acquisitions			58
Capital expenditures and transfers from construction-in-progress			510
Deductions:
Dispositions and other			(331	)
Assets held for sale			(223	)
Balance at December 31, 2016			15,530
Additions:
Acquisitions			447
Capital expenditures and transfers from construction-in-progress			191
Deductions:
Dispositions and other			(567	)
Impairments			(43	)
Assets held for sale			(95	)
Balance at December 31, 2017		$	15,463

(B)	The change in accumulated depreciation and amortization of real estate assets for the fiscal years ended December 31, 2017, 2016 and 2015 is as follows:

Balance at December 31, 2014		$	5,283
Depreciation and amortization			558
Dispositions and other			(148	)
Depreciation on assets held for sale			(27	)
Balance at December 31, 2015			5,666
Depreciation and amortization			572
Dispositions and other			(159	)
Depreciation on assets held for sale			(130	)
Balance at December 31, 2016			5,949
Depreciation and amortization			563
Dispositions and other			(247	)
Depreciation on assets held for sale			7
Balance at December 31, 2017		$	6,272

(C)	The aggregate cost of real estate for federal income tax purposes is approximately $10,698 million at December 31, 2017.

(D)	The total cost of properties excludes construction-in-progress properties.