Host Hotels & Resorts (HST) 10-K risk factor changes: FY2019 vs FY2018

Our revenues and the value of our [removed: properties] [added: hotels] are subject to conditions affecting the lodging industry.

Consequently, our hotels may be more susceptible to a decrease in [removed: revenue] [added: revenues] during an economic downturn, as compared to hotels in other categories that have lower room rates.

| | • | factors that may shape public perception of travel to a [added: particular] location, such as natural disasters, weather events, pandemics and outbreaks of contagious [removed: diseases] [added: diseases,] such as the [removed: Zika virus,] [added: coronavirus originating in China (see “Management’s Discussion] and [added: Analysis of Financial Condition and Results of Operations – 2020 Outlook”), 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; |

| | • | 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 [removed: referendum to withdraw] [added: withdrawal] from the European Union, trade tensions and tariffs between the United States and its trading partners such as China, or conflicts in the Middle East, [added: all of] which could affect global travel and lodging demand within the United States; |

| | • | operating risks associated with the hotel business, including the effect of [added: labor stoppages or strikes,] increasing operating or labor costs or changes in workplace rules that affect labor costs; |

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 [removed: revenue] [added: revenues] or earnings at our [removed: properties.][added: hotels.]

A reduction in our [removed: revenue] [added: revenues] or earnings because of the above risks may reduce our working [removed: capital and revenue,] [added: capital,] 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 [removed: charges] [added: expense] in the future, which [removed: charges] [added: expense] will affect negatively our results of operations.

We can provide no assurance that any impairment [removed: loss] [added: expense] recognized will not be material to our 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 [removed: distribute] [added: pay dividends] to its stockholders [added: in an amount equal to] at least 90% of its taxable income (other than net capital gain) each year in order to qualify as a [removed: REIT, including taxable income recognized for federal income tax purposes but with regard to which it does not receive cash.][added: REIT.]

Funds used by Host Inc. to make required [removed: distributions] [added: dividends] are provided by distributions from Host L.P. Our ability to access external capital could be hampered by several factors, many of which are outside of our control, including:

| | • | an inability to enter into derivative contracts [added: in order] to hedge risks associated with changes in interest rates and foreign currency exchange rates; or |

We compete for customers [removed: based] primarily [added: based] on brand name recognition and reputation, as well as location, room rates, property size and availability of rooms and conference space, quality of the accommodations, customer satisfaction, amenities and the ability to earn and redeem loyalty program points.

Our competitors may have similar or greater commercial and financial resources which allow them to improve their [removed: properties] [added: hotels] in ways that affect our ability to compete for guests effectively and adversely affect our revenues and profitability as well as limit or slow our future growth.

We also compete for hotel acquisitions with [removed: entities] [added: others] that have similar investment objectives [removed: as we do.][added: to ours.]

It also may increase the bargaining power of [removed: property] [added: hotel] owners seeking to sell to us, making it more difficult for us to acquire new [removed: properties] [added: hotels] on attractive terms or on the terms contemplated in our business plan.

Investments in real estate are inherently illiquid and [removed: cannot] generally [added: cannot] be [removed: quickly sold.][added: sold quickly.]

Therefore, we may not be able to vary the composition of our portfolio promptly in response to changing economic, financial and investment conditions and dispose of hotels at opportune times or on favorable terms, which may adversely affect our cash flows and our ability to [removed: make distributions] [added: pay dividends] to stockholders.

| | • | force majeure events, such as earthquakes, [added: hurricanes,] floods or other possibly uninsured losses. |

[removed: We] [added: We] have significant indebtedness and may incur additional [removed: indebtedness.][added: indebtedness.]

As of December 31, [removed: 2018,] [added: 2019,] we and our subsidiaries had total indebtedness of approximately $3.8 billion.

Our indebtedness requires us to commit a significant portion of our annual cash flow from operations to debt service payments, which reduces the [added: availability of our cash flow to fund working capital, capital expenditures, expansion efforts, dividends and distributions and other general corporate needs.]

| | • | sales of [removed: Host L.P.’s] OP units [removed: or] [added: of] Host [removed: Inc.’s] [added: L.P. or] common [removed: stock;] [added: stock of Host Inc.;] |

The restrictive covenants in the applicable indenture(s), the credit facility and the documents governing our other debt (including any mortgage debt we incur in the future) will reduce our flexibility [removed: with] [added: in] conducting our operations and will limit our ability to engage in activities that may be in our long-term best interest.

As of December 31, [removed: 2018,] [added: 2019,] approximately [removed: 27%] [added: 26%] of our debt is subject to floating interest rates.

A portion of our long-term indebtedness, specifically $1 billion of credit facility term loans, bears interest at [removed: fluctuating] [added: floating] interest rates based on USD-LIBOR, which may be subject to regulatory guidance and/or reform that could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated consequences.

Our expenses may not decrease if our [removed: revenue decreases.][added: revenues decrease.]

They do not necessarily decrease directly with a reduction in [removed: revenue] [added: revenues] at the hotels and may be subject to increases that are not tied to the performance of our hotels or the increase in the rate of inflation generally.

Also, as of December 31, [removed: 2018, 25] [added: 2019, 22] of our hotels are subject to third-party ground leases, which generally require periodic increases in ground rent payments.

Our ability to make these rent payments could be affected adversely if our hotel revenues do not increase at the same or a greater rate than the increases in [removed: rental] [added: rent] payments under the ground leases.

We routinely are actively engaged in the process of identifying, analyzing and negotiating possible [removed: acquisition transactions.][added: transactions for acquiring hotels.]

We anticipate that any potential purchaser of our hotels may finance its [added: purchase through a combination of methods, including cash or the issuance to us of its securities or those of one of its affiliates.]

Therefore, to maximize the value of hotels that we may in the future decide to sell, we may consider a range of transaction structures that we determine under the circumstances [removed: are] [added: to be] in our best interest.

We currently are, and in the future may be, involved in the development or redevelopment of hotels, timeshare units or other alternate uses of portions of our existing hotels, including the development of retail, office or apartments, [added: and] including through joint ventures.

| | • | Defects in design or construction may result in delays and additional costs to remedy the defect or require a portion of a hotel to be closed during the period required to [removed: rectify] [added: remedy] the defect. |

See “—We may acquire [removed: hotel properties through] [added: hotels in] joint ventures with third parties that could result in conflicts.”

As a result, we, through our taxable REIT subsidiaries, have entered into management agreements with third-party managers to operate our [removed: hotel properties.][added: hotels.]

From time to time, we have had, and continue to have, [removed: differences] [added: disputes] with the managers of our hotels over their performance and compliance with the terms of our management agreements.

[added: As a result, our hotel] managers have in the past made, and may in the future make, decisions regarding competing lodging facilities that are not or would not be in our best interest.

Furthermore, our management agreements for our brand managed properties generally have provisions that can restrict our ability to sell, lease or otherwise transfer our hotels, unless the transferee is not a competitor of the manager and the transferee assumes the related management agreements and meets [removed: specified] other [added: specified] conditions.

Approximately 68% of our hotels (as measured by 2019 revenues) are managed or franchised by Marriott International.

We do not directly employ or manage employees at our consolidated hotels (other than employing, but not managing, directing or supervising, the employees at our three hotels in Brazil).

In a limited number of instances, properties may instead be insured under the hotel manager’s policies.

As of February 2020, all consolidated hotels currently are covered under the company’s insurance.

The U.S. Treasury Department must certify an event as terrorism, or no coverage will be forthcoming under TRIP.

As of this date, Marriott has been named as a defendant in approximately one hundred lawsuits arising out of the database breach and also has been named as a subject of investigations in progress by various Federal, state and foreign governmental authorities.

Because of ongoing litigation and investigations by various state, Federal

Host Inc. is subject to the Maryland business combination statute.

Our bylaws contain a provision exempting us from the control share provisions of the MGCL.

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availability of our cash flow to fund working capital, capital expenditures, expansion efforts, dividends and distributions and other general corporate needs.

purchase through a combination of methods, including cash or the issuance to us of its securities or those of one of its affiliates.

As a result, our hotel

On September 23, 2016, Marriott International completed its acquisition of Starwood Hotels and Resorts Worldwide, bringing Starwood’s brands under Marriott’s management.

As a result of the merger, approximately 73% of our properties (as measured by 2018 revenues) now are managed or franchised by Marriott.

demand and adversely affect occupancy rates, the financial performance of our hotels in these cities and our overall results of operations.

Because approximately 73% of our properties (as measured by 2018 revenues) are managed or franchised by Marriott International, any material adverse effects to

In April 2017, we placed our first cyber insurance policy.

Business activities that could be restricted by applicable REIT laws include, but are

As of December 31, 2018, we maintain two stock-based compensation plans: (i) the comprehensive stock plan, whereby we may award to participating employees and directors restricted units or shares of common stock, options to purchase common stock and deferred shares of common stock, and (ii) an employee stock purchase plan.

At December 31, 2018, there were approximately 13 million shares of Host Inc.’s common stock reserved and available for issuance under the comprehensive stock plan and employee stock purchase plan and 0.4 million outstanding options exercisable with a weighted average exercise price of $19.35 per share.

continue to qualify as a REIT or that Host Inc.’s subsidiary REIT qualifies as a REIT or will continue to qualify as a REIT.

A C corporation of which a TRS directly or

Host Inc. operates as a self-managed and self-administered REIT that owns [removed: properties] [added: hotels] 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, [removed: 2018.][added: 2019.]

Host Inc. is the largest lodging REIT in NAREIT’s composite index and one of the largest owners of luxury and upper upscale [removed: hotel properties.][added: hotels.]

As of February [removed: 21, 2019,] [added: 20, 2020,] we own [removed: 93] [added: 80] hotels in the United [removed: States] [added: States, Canada] and [removed: internationally] [added: Brazil] and have minority ownership interests in an additional 10 hotels through joint ventures in the United States and [removed: the Asia/Pacific region.][added: in India.]

Our customers fall into three broad groups: transient business, group business and contract business, which accounted for approximately [removed: 58%, 36%,] [added: 61%, 35%,] and [removed: 6%,] [added: 4%,] respectively, of our [removed: 2018] [added: 2019] room sales.

Therefore, we will be significantly more affected by trends in business travel than [added: by] trends in leisure demand.

Operations from our domestic portfolio account for approximately 98% of our total revenues and 2% relate to our [removed: international hotels.][added: five hotels in Canada and Brazil.]

The following table presents the components of our hotel [removed: revenue] [added: revenues] as a percentage of our total [removed: revenue:][added: revenues:]

| [added: Revenues:] | | | [removed: % of 2018 Revenues] | | | [added: | | | | | | |]

| | • | Rooms [removed: revenue.] [added: revenues.] Occupancy and average daily room rate are the major drivers of rooms [removed: revenue.] [added: revenues.] The business mix of the hotel (group versus transient and retail versus discount business) is a significant driver of room rates. | | [removed: 64%] [added: 63%] | |

| | • | Food and beverage [removed: revenue.] [added: revenues.] Food & beverage [removed: revenue consists] [added: revenues consist] of [removed: revenue] [added: revenues] from group functions, which may include banquet [removed: revenue] [added: revenues] and audio and visual [removed: revenue,] [added: revenues,] as well as outlet [removed: revenue] [added: revenues] from the restaurants and lounges at our [removed: properties.] [added: hotels.] | | [removed: 29%] [added: 30%] | |

| | • | Other [removed: revenue.] [added: revenues.] Occupancy, the nature of the [removed: property] [added: hotel] (e.g., [removed: resort, etc.)] [added: resort)] and its price point are the main drivers of other ancillary [removed: revenue,] [added: revenues,] such as attrition and cancellation fees, [added: resort and destination fees,] parking, golf [removed: course, spa,] [added: courses, spas,] entertainment and other guest services. This category also includes other rental [removed: revenue.] [added: revenues.] | | 7% | |

| [added: Operating costs and expenses:] | | | [removed: % of 2018 Operating Costs and Expenses] | | | [added: | | | | | | |]

| | • | Rooms [removed: expense.] [added: expenses.] These costs include housekeeping, reservation systems, room supplies, laundry services and front desk costs. Occupancy is the major driver of rooms [removed: expense.] [added: expenses.] These costs can increase based on increases in salaries and wages, as well as on the level of service and amenities that are provided. | | [removed: 18%] [added: 19%] | |

| | • | Food and beverage [removed: expense.] [added: expenses.] These expenses primarily include food, beverage and the associated labor costs and will correlate closely with food and beverage [removed: revenue.] [added: revenues.] Group functions with banquet sales and audio and visual components generally will have lower overall costs as a percentage of revenues than outlet sales. | | [removed: 22%] [added: 24%] | |

| | • | Other departmental and support expenses. These expenses include labor and other costs associated with other ancillary [removed: revenue,] [added: revenues,] such as parking, golf courses, spas, entertainment and other guest services, as well as labor and other costs associated with administrative departments, [added: brand standard costs,] sales and marketing, repairs and minor maintenance and utility costs. | | [removed: 26%] [added: 28%] | |

| | • | Management fees. Base management fees are computed as a percentage of gross [removed: revenue.] [added: revenues.] Incentive management fees generally are paid when operating profits exceed certain thresholds. | | 5% | |

| | • | Depreciation and amortization expense. This is a non-cash expense that changes primarily based on the acquisition and disposition of hotels and the amounts of historical capital expenditures. | | [removed: 19%] [added: 14%] | |

Taken separately, these costs represent approximately [removed: 57%] [added: 58%] of our rooms, food and beverage, and other departmental and support expenses.

The following key performance indicators [removed: are] commonly [added: are] used in the hospitality [removed: industry:][added: industry and we believe provide useful information to management and investors in order to compare our performance with the performance of other REITS:]

| | • | [removed: hotel occupancy] [added: *hotel occupancy*] is a volume indicator based on the percentage of available room nights that are sold; |

| | • | [removed: average] [added: *average] daily [removed: rate (“ADR”)] [added: rate* *(“ADR”)*] is a price indicator calculated by dividing rooms [removed: revenue] [added: revenues] by the number of rooms sold; |

| | • | [removed: revenue] [added: *revenues] per available room [removed: (“RevPAR”)] [added: (“RevPAR”)*] is used 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 hotel. Although RevPAR does not include these ancillary revenues, it is considered a key indicator of core revenues for many hotels; and |

| | • | [removed: total revenue] [added: *total revenues] per available room (“Total [removed: RevPAR”)] [added: RevPAR”)*] is a summary measure of hotel results calculated by dividing the sum of rooms, food and beverage and other ancillary service [removed: revenue] [added: revenues] by room nights available to guests for the period. It includes ancillary revenues that are not included in the calculation of RevPAR. |

For example, increases in occupancy at a hotel will lead to increases in rooms revenues and ancillary revenues, such as food and beverage [removed: revenue,] [added: revenues,] 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, except those charged as a percentage of [removed: revenue.][added: revenues.]

Comparable hotels are those [removed: properties] [added: hotels] that we have owned for the entirety of the reporting periods being compared and which operations have been included in our consolidated results.

[added: We also present] RevPAR separately for our comparable consolidated domestic and international (both on a nominal and constant dollar basis) hotels.

We provide RevPAR results in constant currency due to the consolidated [removed: properties] [added: hotels that] we [removed: have internationally] [added: own in Canada] and [added: Brazil and] the effect that exchange rates have on our reporting.

For all other measures (net income, operating profit, EBITDA, FFO, etc.), our discussion refers to nominal US$, which is consistent with [added: the presentation of] our financial [removed: statement presentation] [added: statements] under U.S. generally accepted accounting principles (“GAAP”).

| | • | [removed: NAREIT] [added: *NAREIT] Funds From Operations (“FFO”) and Adjusted FFO per diluted [removed: share.] [added: share.*] We use NAREIT FFO and Adjusted FFO per diluted share as supplemental measures of company-wide profitability. NAREIT adopted FFO to promote an industry-wide measure of REIT operating performance. We also adjust NAREIT FFO for gains and losses on extinguishment of debt, [added: certain] acquisition costs and litigation gains or losses outside the ordinary course of business. |

| | • | [removed: Comparable] [added: *Comparable] Hotel [removed: EBITDA.] [added: EBITDA.*] Hotel EBITDA measures property-level results before debt service, depreciation and corporate expenses (as this is a property level measure) and is a supplemental measure of aggregate property-level profitability. We use Hotel EBITDA and associated margins to evaluate the profitability of our comparable hotels. |

| | • | [removed: EBITDA,] [added: *EBITDA,] EBITDAre and Adjusted [removed: EBITDAre.] [added: EBITDAre.*] Earnings before interest expense, income taxes, depreciation and amortization (“EBITDA”) is a supplemental measure of our operating performance and facilitates comparisons between us and other lodging REITs, hotel owners who are not REITs and other capital-intensive companies. NAREIT adopted EBITDA for real estate [removed: (“EBITDAre”)] [added: (“EBITDA*re”*)] in order to promote an industry-wide measure of REIT operating performance. We also adjust [removed: EBITDAre] [added: EBITDA*re*] for property insurance gains, [added: certain] acquisition costs and litigation gains or losses outside the ordinary course of business (“Adjusted [removed: EBITDAre”).] [added: EBITDA*re*”).] |

Summary of [removed: 2018] [added: 2019] Operating Results

The following table reflects certain line items from our audited consolidated statements of operations and the significant operating statistics for the [removed: three] [added: two] years ended December 31, [removed: 2018] [added: 2019] (in millions, except per share and hotel statistics):

| Operating profit margin under GAAP | | | [removed: 9.6 | % | | | 12.5] [added: 14.6] | % | | | [removed: (290 | bps) | | | 12.6] [added: 9.6] | % | | | [removed: (10] [added: 500] | [removed: bps)] [added: bps] |

| Diluted earnings per share | | $ | [removed: 1.47 | | | $ | .76 | | | | 93.4] [added: 1.26] | [removed: %] | | $ | [removed: 1.02] [added: 1.47] | | | | [removed: (25.5] [added: (14.3] | )% |

| NAREIT FFO per diluted share | | [removed: | 1.77 | | | | 1.68 | | | | 5.4 | % | |] [added: $] | [removed: 1.69] [added: 1.70] | | | [added: $] | [removed: (0.6] [added: 1.77] | [removed: )%] |

| Adjusted FFO per diluted share | | [removed: | 1.77 | | | | 1.69 | | | | 4.7 | % | |] [added: $] | [removed: 1.69] [added: 1.78] | | | [removed: —] [added: $] | [added: 1.77] | |

[removed: | Comparable] [added: *Comparable] Hotel [removed: Data: | | | | | | | | | | | | | | | | | | | | | | | | |][added: Data:*]

| | | [removed: 2018 Comparable Hotels (1) | | | | | | | | | | | | 2017] [added: 2019] Comparable Hotels (1) | | | | | | | | | | |

This discussion focuses on our financial condition and results of operations for the year ended December 31, 2019 as compared to the year ended December 31, 2018.

For a discussion and analysis of the year ended December 31, 2018, compared to the same period in 2017 please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in Part II Item 7 of our Annual Report on Form 10‑K for the year ended December 31, 2018, filed with the SEC on February 26, 2019.

Beginning January 1, 2020, comparable hotels will also include hotels immediately upon acquisition, on a pro forma basis, which will include operating results for periods prior to our ownership, based on actual results obtained from the manager.

| | | 2019 | | | | 2018 | | | | Change | | |

| Total revenues | | $ | 5,469 | | | $ | 5,524 | | | | (1.0 | )% |

| Net income | | | 932 | | | | 1,151 | | | | (19.0 | )% |

| Operating profit | | | 799 | | | | 530 | | | | 50.8 | % |

| EBITDA*re* | | $ | 1,538 | | | $ | 1,562 | | | | (1.5 | )% |

| Adjusted EBITDA*re* | | $ | 1,534 | | | $ | 1,562 | | | | (1.8 | )% |

| | | 2019 | | | | 2018 | | | | Change | | |

| Comparable hotel revenues | | $ | 4,397 | | | $ | 4,356 | | | | 0.9 | % |

| Comparable hotel EBITDA | | | 1,275 | | | | 1,266 | | | | 0.7 | % |

| ___________ | | | | | | | | | | | | |

Total revenues declined $55 million, or 1.0%, compared to 2018, as the net effect of our acquisitions and dispositions led to a reduction of $116 million in revenues, or 2.1%, for the year, which was only partially offset by improvements in our comparable hotel performance.

Comparable hotel revenues increased $41 million, or 0.9%, driven by growth in food and beverage (“F&B”) and other revenues.

By contrast, comparable hotel rooms revenues declined as RevPAR at our comparable hotels decreased 0.6% compared to 2018, on a constant US$ basis, due to an 80 basis point decline in occupancy to 78.9%, partially offset by a slight increase in ADR.

The strongest markets for 2019 were Phoenix and Florida Gulf Coast, which had comparable hotel Total RevPAR increases of 8.7% and 7.4%, respectively.

In Phoenix, the improvement in Total RevPAR was due to transient growth of 8.4% and an increase in food and beverage revenues of 4.1%.

In particular, Total RevPAR at The Phoenician improved by 20.5%, as the hotel reopened two restaurants after completing renovations during the year and benefited from strong leisure demand.

In Florida Gulf Coast, group performance increased by 14.1%, which drove the 9.2% increase in food and beverage revenues.

The Don CeSar and the Ritz-Carlton Golf Resort also benefited from recently completed renovations.

The Atlanta, Denver, and Washington, D.C. (Central Business District “CBD”) markets also outperformed the portfolio, with comparable hotel Total RevPAR increases of 5.0%, 4.8%, and 3.2%, respectively.

In Atlanta, the improvements were the result of the Super Bowl in February 2019 and an increase in transient occupancy, most notably at The Whitley, Atlanta Buckhead which completed room renovations earlier this year.

In Denver and Washington, D.C. (CBD), the improvements were due to stronger group contributions which helped drive a 13.2% and 5.3% increase in food and beverage revenues, respectively.

Our Denver hotels benefited from an increase in ADR of 4.3%.

These strong performances were offset by comparable hotel Total RevPAR declines at our Seattle and New York hotels of 6.7% and 5.2%, respectively.

The decline in Seattle was driven by new supply and fewer city-wide events, which resulted in a decline in group revenue of 26.1%.

The decline in New York was due to continued increases in supply and relative weak demand in the Times Square submarket.

On a constant US$ basis, Total RevPAR at our comparable consolidated hotels in Canada and Brazil increased 5.8% in 2019, primarily due to an increase in occupancy of 1,270 basis points at our hotels in Brazil, as well as an increase in food and beverage revenues of 21.1% at those hotels.

Margins also were positively impacted by highly profitable other revenues growth from cancellation, attrition, resort and destination fees.

Downward pressure on margins was due to the decline in comparable hotel RevPAR and increasing labor costs due to tightening labor markets, which was partially offset by the operating guarantees provided by Marriott related to the Marriott transformational capital program discussed below and realized benefits from the Marriott and Starwood merger, including lower allocated costs for required programs and services, reduced charge-out rate for loyalty program expenses and lower group travel agent commissions.

The net effect of our acquisitions and dispositions increased net income by $54 million, while the sale of our interest in the Euro JV in 2018 reduced net income by $14 million.

An increase in Adjusted EBITDA*re* from our comparable hotels was offset by the net effect of our acquisitions and dispositions of consolidated hotels which reduced Adjusted EBITDA*re* by $18 million.

Additionally, the sale of our interest in the Euro JV in 2018 reduced Adjusted EBITDA*re* by $45 million in 2019.

Adjusted FFO per diluted share, which excludes gain on sale of assets and other real estate transactions, including depreciation and impairment, increased $0.01, or 0.6%, in 2019, as the reduction in Adjusted EBITDA*re* was offset by a reduction in interest expense (excluding debt extinguishment costs) and a decline in the weighted average shares outstanding as a result of the execution of our stock repurchase plan.

2020 Outlook

2020 will prove a challenging year for the lodging industry due to a number of economic, political, and global issues.

Consensus forecasts anticipate real GDP growth of 1.9%, implying slower economic momentum.

Consumer confidence and labor markets remain strong, which have the potential to bolster the leisure travel segment.

However, business investment growth, which historically has been highly correlated to RevPAR growth for upper-upscale properties in major markets, continues to decelerate.

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We also present

| | | | | | | | | | | Change | | | | | | | | Change | | |

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| | | 2018 | | | | 2017 | | | | 2017 to 2018 | | | | 2016 | | | | 2016 to 2017 | | |

| Total revenues | | $ | 5,524 | | | $ | 5,387 | | | | 2.5 | % | | $ | 5,430 | | | | (0.8 | )% |

| Net income | | | 1,151 | | | | 571 | | | | 101.6 | % | | | 771 | | | | (25.9 | )% |

| Operating profit | | | 530 | | | | 676 | | | | (21.6 | )% | | | 684 | | | | (1.2 | )% |

| EBITDAre | | $ | 1,562 | | | $ | 1,510 | | | | 3.4 | % | | $ | 1,483 | | | | 1.8 | % |

| Adjusted EBITDAre | | $ | 1,562 | | | $ | 1,510 | | | | 3.4 | % | | $ | 1,482 | | | | 1.9 | % |

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| | | | | | | | | | | Change | | | | | | | | | | | | Change | | |

| | | 2018 | | | | 2017 | | | | 2017 to 2018 | | | | 2017 | | | | 2016 | | | | 2016 to 2017 | | |

| Comparable hotel revenues | | $ | 4,714 | | | $ | 4,603 | | | | 2.4 | % | | $ | 4,840 | | | $ | 4,808 | | | | 0.7 | % |

| Comparable hotel EBITDA | | | 1,356 | | | | 1,296 | | | | 4.6 | % | | | 1,348 | | | | 1,334 | | | | 1.0 | % |

| Change in comparable domestic RevPAR | | | 1.8 | % | | | | | | | | | | | 1.7 | % | | | | | | | | |

| ___________ | | | | | | | | | | | | | | | | | | | | | | | | |

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Total revenue improved $137 million, or 2.5%, compared to 2017, driven by the growth in comparable revenues of $111 million, or 2.4%.

The growth was reflected in all our revenue categories, as rooms, food and beverage (“F&B”) and other revenues increased 1.6%, 3.5% and 7.4%, respectively.

In 2018, on a constant US$ basis, RevPAR at our comparable hotels increased 2.0% compared to 2017, representing the ninth consecutive year of positive RevPAR growth.

Room rates improved 1.2% on a constant US$ basis and occupancy improved 60 basis points to 79.6%.

For 2018, acquisition and disposition activity did not significantly affect year-over-year comparisons.

The acquisition of three hotels in March 2018 largely was offset by the sale of eight hotels in 2017 and 2018 and resulted in an increase in total revenues on a net basis of $18 million, or 0.3%, in 2018 (see “Statement of Operations Results and Trends”).

Our San Francisco and Maui/Oahu markets were catalysts for the RevPAR improvement in 2018, with Comparable RevPAR increases of 8.7% and 5.7%, respectively.

Increased demand in both markets from strong city-wide group business allowed the managers to strengthen transient rate.

Our Miami properties led the portfolio in 2018 with a 9.1% increase in RevPAR as 2017 results were impacted by Hurricane Irma.

RevPAR at our Chicago properties increased 2.7%, as an increase in average rate was partially offset by a decline in occupancy.

Our San Diego market was in line with the portfolio average, with a RevPAR increase of 2.2%, as a strong increase in the fourth quarter of 11.7% offset a slight RevPAR decline through the first three quarters of the year.

An increase in group business at our Boston properties, partially offset by a slight decline in transient room nights, led to a 1.1% increase in RevPAR in 2018.

Our Washington, D.C. (Central Business District “CBD”) and Atlanta properties experienced declines of 6.5% and 3.9%, respectively, reflecting decreases in group business in both markets.

Our New York properties also lagged the portfolio with a 0.9% increase, as improvements due to the growth in city-wide demand were constrained due to increases in supply.

On a constant US$ basis, RevPAR for our comparable consolidated international hotels increased 11.2% in 2018, led by a 14.1% increase in RevPAR at our properties in Canada.

The interest payments on [removed: 73%] [added: 74%] of our debt are fixed in nature.

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 earnings and cash flows by approximately $10 million in [removed: 2019.][added: 2020.]

| | [removed: 2019 | | | |] 2020 | | | | 2021 | | | | 2022 | | | | 2023 | | | | [added: 2024 | | | |] Thereafter | | | | Total | | | | Value | | |

| Average interest rate (2) | | [removed: 3.60] [added: 2.8] | % | | | [removed: 3.60] [added: 2.8] | % | | | [removed: 3.59] [added: 2.8] | % | | | [removed: —] [added: 2.8] | % | | | [removed: —] [added: 2.8] | % | | | [removed: —] [added: 2.8] | % | | | | | | | | |

| (2) | The interest rate for our floating rate payments is based on the rate in effect as of December 31, [removed: 2018.] [added: 2019.] No adjustments are made for forecast changes in the rate. |

We may 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, [removed: and] [added: or] (iii) investing through partnership and joint venture structures.

For [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] revenues from our consolidated foreign operations were [removed: $107] [added: $88] million and [removed: $127] [added: $107] million, respectively, or approximately 2% of our total revenues in both years.

Over the past few years, we have strategically exited international markets, including the disposition of one hotel in Mexico in [removed: 2018,] [added: 2018 and] one hotel in Australia in [removed: 2017 and six international properties in 2016.][added: 2017.]

As of December 31, [removed: 2018,] [added: 2019,] the fair value of these contracts was not material.

These contracts are marked-to-market with changes in fair value recorded to other comprehensive income [removed: (loss).][added: (loss) for contracts designated as a hedge of a net investment in a foreign operation, and through net income for contracts acting as a natural hedge of intercompany loans.]

As of February 20, 2020, we do not have any interest rate derivatives outstanding.

| Fixed rate (1) | $ | 20 | | | $ | (4 | ) | | $ | (4 | ) | | $ | 847 | | | $ | 402 | | | $ | 1,544 | | | $ | 2,805 | | | $ | 2,981 | |

| Average interest rate | | 4.1 | % | | | 4.1 | % | | | 4.1 | % | | | 4.0 | % | | | 4.0 | % | | | 4.0 | % | | | | | | | | |

| Variable rate (1) | $ | (3 | ) | | $ | (3 | ) | | $ | (3 | ) | | $ | (2 | ) | | $ | 500 | | | $ | 500 | | | $ | 989 | | | $ | 1,000 | |

| Total debt | | | | | | | | | | | | | | | | | | | | | | | | | $ | 3,794 | | | $ | 3,981 | |

During 2019, upon the maturity of a foreign currency forward sale contract with a notional amount of CAD25 million ($19 million), for which we received immaterial proceeds, we entered into a new foreign currency forward sale contract with a notional amount of CAD25 million ($19 million) that matures in May 2020.

Also in 2019, we entered into two additional foreign currency forward purchase contracts, each with a notional amount of CAD37.1 million ($28 million), maturing in March 2020.

A portion of these derivatives have been designated as hedges of the foreign currency exposure of a net investment in a foreign operation, while the remaining notional amount serves as a natural hedge of intercompany loans.

Also during 2019, we repaid $56 million outstanding under our credit facility, a portion of which was previously designated as a hedge of our net investments in foreign operations.

| Fixed rate (1) | $ | (4 | ) | | $ | (4 | ) | | $ | 296 | | | $ | 347 | | | $ | 848 | | | $ | 1,305 | | | $ | 2,788 | | | $ | 2,814 | |

| Average interest rate | | 4.56 | % | | | 4.56 | % | | | 4.52 | % | | | 4.28 | % | | | 4.16 | % | | | 4.29 | % | | | | | | | | |

| Variable rate (1) | $ | (3 | ) | | $ | 498 | | | $ | 554 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,049 | | | $ | 1,055 | |

| Total debt | | | | | | | | | | | | | | | | | | | | | | | | | $ | 3,837 | | | $ | 3,869 | |

| ___________ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

As of December 31, 2018, we had two foreign currency forward sale contracts in the aggregate notional amount of $36 million that hedge a portion of the foreign currency exposure resulting from the eventual repatriation of our foreign operations.

These derivatives are considered hedges of the foreign currency exposure of a net investment in a foreign operation.

Subsequent to year-end, one of the contracts with a notional amount of $18 million was terminated.

The fair value at the date of termination was not material.

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, [removed: 2018.][added: 2019.]

As of February [removed: 21, 2019,] [added: 20, 2020,] our consolidated lodging portfolio consists of [removed: 93] [added: 80] primarily luxury and upper-upscale hotels containing approximately [removed: 52,000] [added: 46,500] rooms, with the majority located in the United States, and with five of the [removed: properties] [added: hotels] located outside of the U.S. in Brazil and Canada.

In addition, we own non-controlling interests in five domestic and one international joint venture [added: that own hotels] and [added: in] a timeshare [added: joint] venture in Hawaii.

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 [added: phases of the] lodging [removed: cycles] [added: cycle] through a combination of appreciation in asset values, growth in earnings and dividend distributions.

The pillars of our strategy to achieve this objective [removed: includes:][added: include:]

| | • | [removed: Geographically] [added: *Geographically] diverse portfolio of hotels in the [removed: U.S.] [added: U.S.*] \- Own a diversified [removed: U.S.] portfolio of hotels in [added: the U.S. in] major urban and resort destinations; |

| | • | [removed: Strong] [added: *Strong] scale and integrated [removed: platform] [added: 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. Allocate and recycle capital to seek returns that exceed our cost of capital and actively return capital to stockholders; |

| | • | [removed: Investment] [added: *Investment] grade balance [removed: sheet] [added: sheet*] \- Maintain a strong and flexible capital structure that allows us to execute our strategy throughout all [added: phases of the] lodging [removed: cycles;] [added: cycle;] and |

| | • | [removed: Employer] [added: *Employer] of choice and responsible corporate [removed: citizen] [added: citizen*] – Align our organizational structure with our business objectives to be an employer of choice and a responsible corporate citizen. |

[removed: Geographically] [added: Geographically] Diverse [removed: Portfolio.][added: Portfolio.]

We primarily [removed: will] focus on acquisitions and, occasionally, new development opportunities to enhance our portfolio.

| | • | [removed: Resorts] [added: *Resorts*] in locations with strong airlift and limited supply growth. These assets feature superior amenities and are operated by premier operators; |

| | • | [removed: Convention] [added: *Convention] destination [removed: hotels] [added: 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 |

| | • | [removed: High-end] [added: *High-end] urban [removed: hotels] [added: hotels*] that are positioned in prime locations and possess multiple demand drivers for both business and leisure travelers. |

In addition, we [removed: have] [added: own] several unbranded or soft-branded [removed: properties] [added: hotels] that appeal to distinctive customer profiles in certain select submarkets.

Our goal is to continue to differentiate our assets within their competitive [removed: market,] [added: markets,] drive operating performance and enhance the overall value of our real estate through the following:

| | • | Work with leading [removed: brands,] [added: brands,] such as Marriott and Hyatt, to take advantage of their worldwide presence and lodging infrastructure. We also have [removed: 18] [added: 15] hotels managed by independent operators where we believe these operators have more flexibility to drive revenues and control costs to maximize profits. |

For [removed: 2019,] [added: 2020,] we will continue our disciplined approach to capital allocation and intend to take advantage of our strong balance sheet and overall scale.

This may include [removed: asset sales,] [added: the sale of assets] where we believe the potential for growth is constrained or properties with significant capital [removed: expenditures] [added: expenditure] requirements that we do not believe would generate an adequate [removed: return on investment exceeding our cost of capital.][added: return.]

We may acquire additional properties or dispose of properties through various structures, including transactions involving single assets, portfolios, joint ventures, [removed: mergers,] [added: mergers] and acquisitions of the securities or assets of other REITs or 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 [removed: properties,] [added: hotels,] equity offerings of Host Inc., issuances of OP units by Host L.P., incurrence of debt, available cash or advances under our credit facility.

For these reasons, we can make no assurances that we will be successful in purchasing any one or more hotels that we [removed: currently] are [removed: reviewing,] [added: reviewing currently,] or may in the future review, bid on or negotiate to buy.

We also seek to create and mine value from our existing portfolio through [added: value enhancement initiatives and] ROI projects.

These projects [removed: are designed to improve the positioning of our hotels within their markets and competitive set and] include extensive renovations, including [added: guest rooms,] lobbies, food and beverage outlets; [removed: expanding] [added: expansions] and/or extensive renovation of ballroom and meeting rooms; major mechanical system [removed: upgrades,] [added: upgrades;] and [removed: sustainability initiatives.][added: green building initiatives and certifications.]

It also includes projects focused on increasing space profitability or lowering net operating costs, such as converting unprofitable or underutilized space into meeting space, adding guestrooms, and implementing energy and water conservation measures such as [removed: energy management systems, solar power, energy and usage efficient] [added: LED lighting, high-efficiency] mechanical, electrical and plumbing equipment and fixtures, [added: solar power, energy management systems, guestroom water efficient fixtures,] and building automation systems.

Typically, [removed: guestroom, meeting space and public space] renovations occur at intervals of approximately seven to ten years, but the timing may vary based on the type of [removed: property and condition] [added: property, function] of [removed: areas] [added: area] being [removed: renovated.][added: renovated, hotel occupancy and other factors.]

These renovations generally are divided into the following types: soft goods, case goods, bathroom and [removed: infrastructure.][added: architectural and engineering systems.]

Soft goods include items such as carpeting, [removed: bed spreads, curtains] [added: textiles] and wall [removed: vinyl and] [added: finishes, which] may require more frequent updates [added: in order] to maintain brand quality standards.

Case goods include [removed: items such as] dressers, desks, couches, restaurant and meeting room [removed: chairs] [added: tables] and [removed: tables,] [added: chairs,] which generally are not replaced as frequently.

Bathroom renovations include the [added: refurbishment or] replacement of tile, vanity, lighting and plumbing fixtures.

[removed: Infrastructure includes] [added: Architectural and engineering systems include] the physical plant of the hotel, including the roof, elevators/escalators, façade, heating, ventilation, and air conditioning and fire systems.

We believe an investment grade rating will [removed: deliver] [added: give us] the most consistent access to capital [removed: at] [added: throughout] the [removed: lowest cost.][added: business cycle.]

We seek to structure our debt profile to maintain financial flexibility and a balanced maturity schedule with access to different forms of [removed: financing;] [added: financing, consisting] primarily [added: of] senior notes and exchangeable debentures, as well as mortgage debt.

| | • | [removed: Responsible Investment:] [added: *Responsible Investment*:] When acquiring [removed: properties,] [added: hotels,] we seek to identify future capital investments and potential operational opportunities that reduce the property’s environmental footprint and mitigate climate change-related risks. During the ownership of our [removed: properties,] [added: hotels,] we evaluate investments in proven sustainability technologies and collaborate with our operators and managers to adopt industry best practices that seek to improve environmental performance and enhance asset value. |

| | • | [removed: Environmental Stewardship:] [added: *Environmental Stewardship*:] Our environmental goals focus on reducing energy consumption, water usage, waste to landfill and greenhouse emissions across our portfolio. We also seek certifications and alignment with leading verification and disclosure frameworks to support the effectiveness and transparency of our corporate responsibility program. |

| | • | [removed: Corporate Citizenship:] [added: *Corporate Citizenship*:] We are committed to being a responsible corporate citizen and strengthening our local communities through financial support, community engagement, volunteer service, and industry collaboration. Our approach is reinforced by our Code of Business Conduct and Ethics and periodic engagement with key stakeholders to understand their corporate responsibility priorities and expectations. |

We reference key aspects and metrics of our sustainability efforts through the Global Reporting Initiative (“GRI”) Index, in accordance with the GRI framework and, beginning in 2015, [added: we] contracted with a third-party to provide further verification of our energy and water consumption data.

The charts below detail our Energy Intensity, Total Energy Consumption, Water Intensity and Total Water Consumption for [removed: 2015] [added: 2016] through [removed: 2017,] [added: 2018,] the last three fiscal years for which data is [removed: available(1):][added: available(1)(2):]

[removed:  ][added: ]

| [added: |] (1) | Energy and water metrics relate to our consolidated domestic hotels owned for the entire year presented. The water data excludes one domestic hotel in [removed: 2015 and] 2016 as reliable utility data was not available. The excluded hotel was sold in 2017. |

We believe those investments provide a significant opportunity to achieve returns well in excess of our cost of capital.

Value enhancement initiatives seek to maximize the value of real estate within our existing portfolio through the highest and best use of our real estate.

These projects may include hotel expansion, timeshare, office space or condominium units on excess land, redevelopment or expansion of existing retail space, and the acquisition of development entitlements.

ROI projects are designed to improve the positioning of our hotels within their markets and competitive set.

| | (2) | The increases in the 2018 metrics above are due our increased focus on resort properties, which require higher usage of energy and water, including for spas, pools and golf courses, combined with a higher number of heating and cooling degree days in 2018. |

| Marriott | | | 30 | | | | 20,506 | | | | 37.7 | % |

| W | | | 2 | | | | 729 | | | | 1.5 | |

| Westin | | | 10 | | | | 5,077 | | | | 8.4 | |

| Sheraton | | | 3 | | | | 3,370 | | | | 6.0 | |

| Total Marriott | | | 58 | | | | 35,145 | | | | 68.3 | |

| Hyatt Regency | | | 5 | | | | 3,405 | | | | 7.6 | |

| Total Hyatt | | | 11 | | | | 7,764 | | | | 17.9 | |

| Total AccorHotels | | | 4 | | | | 1,517 | | | | 3.6 | |

| Other/Independent | | | 4 | | | | 1,175 | | | | 3.8 | |

| | | | 80 | | | | 46,670 | | | | 96 | % |

| The Westin Kierland Resort & Spa | | | 732 | | | New Orleans Marriott | | | 1,333 | |

| California | | | | | | Maryland | | | | |

| Axiom Hotel, San Francisco | | | 152 | | | Gaithersburg Marriott Washingtonian Center | | | 284 | |

| San Francisco Marriott Marquis (1) | | | 1,500 | | | Sheraton Parsippany Hotel | | | 370 | |

| Colorado | | | | | | Pennsylvania | | | | |

| Denver Marriott West (1) | | | 305 | | | The Logan | | | 391 | |

| Resort | | | 223 | | | District (1) | | | 395 | |

| The Don CeSar | | | 347 | | | Virginia | | | | |

| The Whitley, A Luxury Collection Hotel, | | | | | | Hyatt Regency Washington on Capitol Hill | | | 838 | |

| Atlanta Buckhead | | | 507 | | | JW Marriott Washington, DC | | | 777 | |

| Hyatt Place Waikiki Beach | | | 426 | | | ibis Rio de Janeiro Parque Olimpico | | | 256 | |

| Magnificent Mile | | | 455 | | | Marriott Downtown at CF Toronto Eaton | | | | |

| Swissôtel Chicago | | | 662 | | | Centre (1) | | | 461 | |

| | | | | | | Total | | | 46,670 | |

| --- | --- |

ROI projects are designed to take advantage of changing market conditions and the favorable location of our properties, while seeking to increase profitability and enhance customer satisfaction.

Based on efficiencies gained in both energy and water usage, we achieved savings of approximately $6 million in 2017 and $2 million in 2016 when compared to 2015 Energy Intensity levels.

budgets and the preparation of financial reports for the owner.

| | | deposited by the manager into an escrow or reserve account in our name, to which the manager has access. For certain hotels, we have negotiated flexibility with the manager that reduces the funding commitment required as follows: |

| | • | Special Termination Rights. In addition to any performance-based or other termination rights set forth in our management and operating agreements, we have specific negotiated termination rights as to certain management and operating |

| Marriott | | | 37 | | | | 22,394 | | | | 39.6 | % |

| W | | | 2 | | | | 729 | | | | 1.6 | |

| Westin | | | 12 | | | | 6,145 | | | | 10.0 | |

| Sheraton | | | 4 | | | | 4,423 | | | | 8.0 | |

| Residence Inn | | | 1 | | | | 299 | | | | 0.3 | |

| Courtyard | | | 1 | | | | 337 | | | | 0.3 | |

| Total Marriott | | | 70 | | | | 39,790 | | | | 73.2 | |

| Hyatt Regency | | | 6 | | | | 3,875 | | | | 7.9 | |

| Total Hyatt | | | 12 | | | | 8,234 | | | | 17.0 | |

| Total AccorHotels | | | 4 | | | | 1,516 | | | | 3.4 | |

| Other/Independent | | | 4 | | | | 1,171 | | | | 1.4 | |

| | | | 93 | | | | 51,780 | | | | 97 | % |

By Location.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Scottsdale Marriott Suites Old Town | | | 243 | | | Hyatt Place Waikiki Beach | | | 426 | |

| The Westin Kierland Resort & Spa | | | 732 | | | Courtyard Chicago Downtown/River North | | | 337 | |

| Axiom Hotel, San Francisco | | | 152 | | | Magnificent Mile | | | 455 | |

| Costa Mesa Marriott | | | 253 | | | The Westin Chicago River North | | | 429 | |

| Newport Beach Marriott Bayview | | | 254 | | | Massachusetts | | | | |

| San Francisco Marriott Marquis (1) | | | 1,500 | | | Hyatt Regency Cambridge | | | 470 | |

| Santa Clara Marriott (1) | | | 759 | | | The Westin Waltham Boston | | | 351 | |

| Sheraton San Diego Hotel & Marina (1) | | | 1,053 | | | Minnesota | | | | |

| The Westin Mission Hills Resort & Spa | | | 512 | | | Newark Liberty International Airport Marriott (1) | | | 591 | |

| W Hollywood (1) | | | 305 | | | New York | | | | |

| Denver Marriott West (1) | | | 305 | | | Sheraton New York Times Square Hotel | | | 1,780 | |

| Resort | | | 223 | | | The Logan, Philadelphia | | | 391 | |

| The Don CeSar, St Pete Beach | | | 347 | | | San Antonio Marriott Rivercenter (1) | | | 1,001 | |

| Georgia | | | | | | Residence Inn Arlington Pentagon City | | | 299 | |

| Atlanta Marriott Suites Midtown (1) | | | 254 | | | The Ritz-Carlton, Tysons Corner (1) | | | 398 | |

| Atlanta Buckhead | | | 507 | | | W Seattle | | | 424 | |

| Washington, D.C. (continued) | | | | | | Brazil (continued) | | | | |

| JW Marriott Washington, DC | | | 777 | | | JW Marriott Hotel Rio de Janeiro | | | 245 | |

| Washington Marriott at Metro Center | | | 459 | | | Canada | | | | |

| Brazil | | | | | | Calgary Marriott Downtown | | | 388 | |

We are [removed: vigorously] defending these [removed: claims;] [added: claims vigorously;] however, no assurances can be given as to the outcome of any pending legal proceedings.

For the fiscal year ended December 31, [removed: 2018][added: 2019]

| | | Title of Each Class | | [added: Trading Symbol | |] Name of Each Exchange on Which Registered |

| Host Hotels & Resorts, Inc. | | Common Stock, $.01 par value [removed: (740,473,371] [added: (705,881,741] shares outstanding as of February [removed: 19, 2019)] [added: 20, 2020)] | | [added: HST | |] New York Stock Exchange |

| Host Hotels & Resorts, L.P. | | None | | None | [added: | None |]

| Host Hotels & Resorts, L.P. | | Units of limited partnership interest [removed: (732,359,445] [added: (698,514,143] units outstanding as of February [removed: 19, 2019)] [added: 20, 2020)] | | |

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 [removed: 29, 2018] [added: 28, 2019] was [removed: $15,347,835,590.][added: $13,135,902,460.]

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 [removed: 16, 2019] [added: 15, 2020] are incorporated by reference into Part III of this Form 10-K.

This report combines the annual reports on Form 10-K for the fiscal year ended December 31, [removed: 2018] [added: 2019] 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 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, [removed: 2018.][added: 2019.]

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 [removed: Chief] [added: Principal] Financial Officer of Host Inc. and the Chief Executive Officer and the [removed: Chief] [added: Principal] 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.

[removed: HOST] [added: HOST] HOTELS & RESORTS, INC. AND HOST HOTELS & RESORTS, [removed: L.P.][added: L.P.]

| Item 1. | [removed: [Business](#Item1_Business)] [added: [Business](#ITEM_1_BUSINESS)] | 1 |

| Item 1A. | [Risk [removed: Factors](#Item1A_RiskFactors)] [added: Factors](#ITEM_1A_RISK_FACTORS)] | 15 |

| Item 1B. | [Unresolved Staff [removed: Comments](#Item1B_UnresolvedStaffComments)] [added: Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS)] | [removed: 31] [added: 32] |

| Item 2. | [removed: [Properties](#Item2_Properties)] [added: [Properties](#ITEM_2_PROPERTIES)] | [removed: 31] [added: 32] |

| Item 3. | [Legal [removed: Proceedings](#Item3_LegalProceedings)] [added: Proceedings](#ITEM_3_LEGAL_PROCEEDINGS)] | 32 |

| Item 4. | [Mine Safety [removed: Disclosures](#Item4_MineSafetyDisclosures)] [added: Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES)] | 32 |

| Item 5. | [Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host [removed: Inc.](#Item5_MarketCommonStock)] [added: Inc.](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_STO)] | 34 |

| | [Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host [removed: L.P.](#Item5_MarketCommonUnits)] [added: L.P.](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_OP_)] | 35 |

| Item 6. | [Selected Financial Data (Host Hotels & Resorts, [removed: Inc.)](#Item6_SelectedFinancialData_Inc)] [added: Inc.)](#ITEM_6_SELECTED_FINANCIAL_DATA_HOST_HOTE)] | 36 |

| | [Selected Financial Data (Host Hotels & Resorts, [removed: L.P.)](#Item6_SelectedFinancialData_LP)] [added: L.P.)](#ITEM_6_SELECTED_FINANCIAHOTE2)] | 36 |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#Item7_MDA)] [added: Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F)] | 37 |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#Item7A_QuantitativeandQualitative)] [added: Risk](#ITEM_7A___QUANTITATIVE_QUALITATIVE_DISCL)] | [removed: 68] [added: 67] |

| Item 8. | [Financial Statements and Supplementary [removed: Data](#Item8_FinancialStatements)] [added: Data](#ITEM_8___FINANCIAL_STATEMENTS_SUPPLEMENT)] | [removed: 69] [added: 68] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#Item9_ChangesInAccountants)] [added: Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC)] | [removed: 110] [added: 111] |

| Item 9A. | [Controls and [removed: Procedures](#Item9A_ControlsandProcedures)] [added: Procedures](#ITEM_9A_CONTROLS_PROCEDURES)] | [removed: 110] [added: 111] |

| Item 9B. | [Other [removed: Information](#Item9B_OtherInformation)] [added: Information](#ITEM_9B_OR_INFORMATION)] | [removed: 110] [added: 112] |

| Item 10. | [Directors, Executive Officers and Corporate [removed: Governance](#Item10_DirectorsExecs)] [added: Governance](#ITEM_10_DIRECTORS_EXECUTIVE_FICERS_CORPO)] | [removed: 111] [added: 113] |

| Item 11. | [Executive [removed: Compensation](#Item11_ExecutiveCompensation)] [added: Compensation](#ITEM_11_EXECUTIVE_COMPENSATION)] | [removed: 111] [added: 113] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder and Unitholder [removed: Matters](#Item12_SecurityOwnership)] [added: Matters](#ITEM_12_SECURITY_OWNERSHIP_CERTAIN_BENEF)] | [removed: 111] [added: 113] |

| Item 13. | [Certain Relationships and Related Transactions, and Director [removed: Independence](#Item13_CertainRelationships)] [added: Independence](#ITEM_13_CERTAIN_RELATIONSHIPS_RELATED_TR)] | [removed: 111] [added: 113] |

| Item 14. | [Principal Accounting Fees and [removed: Services](#Item14_PrincipalAccountantFees)] [added: Services](#ITEM_14_PRINCIPAL_ACCOUNTING_FEES_SERVIC)] | [removed: 111] [added: 113] |

| Item 15. | [Exhibits and Financial Statement [removed: Schedules](#Item15_Exhibits)] [added: Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH)] | [removed: 112] [added: 114] |

| Item 16. | [Form 10-K [removed: Summary](#Item16_10KSummary)] [added: Summary](#ITEM_16FORM10KSUMARY)] | [removed: 116] [added: 117] |

Our disclosure and analysis in this [removed: 2018] [added: 2019 Annual Report on] Form 10-K and in Host Inc.’s [removed: 2018] [added: 2019] Annual Report to [removed: stockholders] [added: Stockholders] contain some forward-looking statements that set forth anticipated results based on management’s plans and assumptions.

You are advised, however, to consult any [removed: further] [added: additional] 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”).

| 4747 Bethesda Avenue, Suite 1300 Bethesda, Maryland | | 20814 |

| --- | --- | --- | --- | --- | --- | --- |

10-K 1 hst-10k_20181231.htm 10-K

| 6903 Rockledge Drive, Suite 1500 Bethesda, Maryland | | 20817 |

| --- | --- | --- | --- | --- |

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.

In the following [removed: table] [added: table,] we set forth certain information regarding those persons currently serving as executive officers of Host Inc. as of February [removed: 21, 2019.][added: 20, 2020.]

| Richard E. Marriott Chairman of the Board | | [removed: 80] [added: 81] | | 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 | | [removed: 63] [added: 64] | | James F. Risoleo joined our company in 1996 as Senior Vice President for Acquisitions. He has served in various capacities with the [removed: company] [added: company,] including Executive Vice President and Chief Investment Officer, Managing Director of the company's European and West Coast investment [removed: activities] [added: activities,] and culminating in his service as President and Chief Executive Officer beginning in January 2017. |

| Joanne G. Hamilton Executive Vice President, Human Resources [added: and Corporate Responsibility] | | [removed: 61] [added: 62] | | 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 | | [removed: 46] [added: 47] | | 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 Executive Vice President Development, Design & Construction | | [removed: 55] [added: 56] | | Michael E. Lentz joined our company in March 2016 as Managing Director, Global Development, Design and Construction. In February [removed: 2019] [added: 2019,] he was promoted to Executive Vice President, Development, Design and Construction. 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, [added: Principal Financial Officer, Treasurer and] Corporate Controller | | [removed: 59] [added: 60] | | 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. [added: As of January 1, 2020, he is serving as Principal Financial Officer until the company appoints a new Chief Financial Officer.] |

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

| Julie P. Aslaksen Executive Vice President, General Counsel and Secretary | | 45 | | Julie P. Aslaksen joined our company in November 2019 as Executive Vice President, General Counsel and Secretary. Prior to joining our company, Ms. Aslaksen served as Vice President and General Counsel at General Dynamics Information Technology (GDIT), a global information technology services company from 2017 to 2019. Prior to her role at GDIT, Ms. Aslaksen spent 14 years with General Dynamics Corporation, where she most recently served as Staff Vice President, Deputy General Counsel and Assistant Secretary. |

| Sourav Ghosh Executive Vice President, Strategy & Analytics | | 43 | | Sourav Ghosh joined our company in 2009 as Vice President of Business Intelligence. In 2017, he became the head of Strategy & Analytics at the company and in February 2020, he was promoted to Executive Vice President, Strategy and Analytics. |

EXECUTIVE OFFICERS OF THE REGISTRANT

| Elizabeth A. Abdoo Executive Vice President, General Counsel and Secretary | | 60 | | 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 | | 50 | | 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. |

As of February [removed: 19, 2019,] [added: 20, 2020,] there were [removed: 18,359] [added: 17,593] 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 [removed: holders] [added: owners] of our common stock than record holders.

As of February [removed: 19, 2019,] [added: 20, 2020,] there were [removed: 1,239 holders of OP units] [added: 1,202 limited partners] (in addition to Host Inc.).

OP units are redeemable for cash, or, at our election, for Host [removed: Inc.’s] [added: Inc.] common stock.

The following graph compares the five-year cumulative total stockholder return on [removed: Host Inc.’s] [added: the] common stock [added: of Host Inc.] against the cumulative total returns of the Standard & Poor’s Corporation Composite 500 [removed: Index,] [added: Index and] the National Association of Real Estate Investment Trust (“NAREIT”) [removed: Equity Index and the NAREIT] Lodging Index.

The graph assumes an initial investment of $100 in [removed: Host Inc.’s] [added: the] common stock [added: of Host Inc.] and in each of the indexes, and also assumes the reinvestment of dividends.

Comparison of Five-Year Cumulative Stockholder Returns [removed: 2013] [added: 2014] – [removed: 2018][added: 2019]

[removed: ][added: ]

| | [removed: 2013 | | | |] 2014 | | | | 2015 | | | | 2016 | | | | 2017 | | | | 2018 | | | [added: | 2019 | | |]

[removed: Fourth] [added: Fourth] Quarter [removed: 2018 Host] [added: 2019 Host] Inc. Purchases of Equity [removed: Securities][added: Securities]

On February 22, 2017, Host Inc. announced a program to repurchase up to $500 million of common [removed: stock.][added: stock and on August 5, 2019, we announced an increase in the repurchase program from $500 million to $1 billion.]

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 [added: 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.]

| Period | | Total Number of Host Inc. Common Shares Purchased | | | | [removed: |] Average Price Paid per Common [removed: Share] [added: Share*] | | [added: | |] 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) | | |

Market for Registrant’s Common [added: OP] Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P.

The number of holders of record of Host L.P.’s common OP units on February [removed: 19, 2019] [added: 20, 2020] was [removed: 1,239.][added: 1,202.]

The number of outstanding common OP units as of February [removed: 19, 2019] [added: 20, 2020] was [removed: 732,359,445] [added: 698,514,143] of which [removed: 724,900,679] [added: 691,037,305] were owned by Host Inc.

Fourth Quarter [removed: 2018] [added: 2019] Host L.P. Purchases of Equity Securities

| Period | | Total Number of [added: Common] OP Units Purchased | | | | [removed: |] Average Price Paid Per [added: Common OP] Unit | | [removed: |] Total Number of [added: Common] OP Units Purchased as Part of Publicly Announced Plans or Programs | | | | [removed: |] Maximum number (or Approximate Dollar Value) of Units that May Yet Be Purchased Under the Plans or Programs (in millions) | | | [removed: | | | |]

| October 1, [removed: 2018 —] [added: 2019 –] October 31, [removed: 2018 | |] [added: 2019] | [removed: 285,519] | | [added: 835,610] | | | 1.021494 shares of Host Inc. Common Stock | | | [removed: |] — | | | | [removed: | |] — | | [removed: | |]

| November 1, [removed: 2018 —] [added: 2019 –] November 30, [removed: 2018 | |] [added: 2019] | [removed: 107,981] | | [added: 1,836,897] | | | 1.021494 shares of Host Inc. Common Stock | | | [removed: |] — | | | | [removed: | |] — | | [removed: | |]

| December 1, [removed: 2018 —] [added: 2019–] December 31, [removed: 2018 | |] [added: 2019] | [removed: 22,490] | | [added: 2,209,289] | | | 1.021494 shares of Host Inc. Common Stock | | | [removed: |] — | | | | [removed: | |] — | | [removed: | |]

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, [removed: 2018] [added: 2019] and should be read in conjunction with the consolidated financial statements and related notes and Part II Item 7.

| | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Revenues | | $ | [removed: 5,524] [added: 5,469] | | | $ | [removed: 5,387] [added: 5,524] | | | [added: $] | [removed: 5,430] [added: 5,387] | | | $ | [removed: 5,350] [added: 5,430] | | | $ | [removed: 5,321] [added: 5,350] | |

| Net income | | | [removed: 1,151] [added: 932] | | | | [removed: 571] [added: 1,151] | | | | [removed: 771] [added: 571] | | | | [removed: 565] [added: 771] | | | | [removed: 741] [added: 565] | |

| Net income attributable to Host Hotels & Resorts, Inc. | | | [removed: 1,087] [added: 920] | | | | [removed: 564] [added: 1,087] | | | | [removed: 762] [added: 564] | | | | [removed: 558] [added: 762] | | | | [removed: 732] [added: 558] | |

| Basic earnings per common share | | | [removed: 1.47] [added: 1.26] | | | | [removed: .76] [added: 1.47] | | | | [removed: 1.03] [added: .76] | | | | [removed: .74] [added: 1.03] | | | | [removed: .97] [added: .74] | |

| Diluted earnings per common share | | | [removed: 1.47] [added: 1.26] | | | | [removed: .76] [added: 1.47] | | | | [removed: 1.02] [added: .76] | | | | [removed: .74] [added: 1.02] | | | | [removed: .96] [added: .74] | |

| Dividends declared per common share | | | .85 | | | | .85 | | | | .85 | | | | [removed: .80] [added: .85] | | | | [removed: .75] [added: .80] | |

| Total assets | | $ | [removed: 12,090] [added: 12,305] | | | $ | [removed: 11,693] [added: 12,090] | | | $ | [removed: 11,408] [added: 11,693] | | | $ | [removed: 11,656] [added: 11,408] | | | $ | [removed: 12,043] [added: 11,656] | |

| Debt | | | [removed: 3,837] [added: 3,794] | | | | [removed: 3,954] [added: 3,837] | | | | [removed: 3,649] [added: 3,954] | | | | [removed: 3,867] [added: 3,649] | | | | [removed: 3,807] [added: 3,867] | |

| Host Hotels & Resorts, Inc. | $ | 100.00 | | | $ | 67.50 | | | $ | 87.33 | | | $ | 96.01 | | | $ | 84.09 | | | $ | 98.09 | |

| NAREIT Lodging Index | $ | 100.00 | | | $ | 75.58 | | | $ | 93.98 | | | $ | 100.71 | | | $ | 87.80 | | | $ | 101.55 | |

| S&P 500 Index | $ | 100.00 | | | $ | 101.38 | | | $ | 113.51 | | | $ | 138.29 | | | $ | 132.23 | | | $ | 173.86 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1, 2019 – October 31, 2019 | | | 807,495 | | | $ | 16.79 | | | | 807,495 | | | $ | 586 | |

| November 1, 2019 – November 30, 2019 | | | 1,742,557 | | | $ | 17.21 | | | | 1,742,557 | | | $ | 556 | |

| December 1, 2019– December 31, 2019 | | | 2,159,051 | | | $ | 17.76 | | | | 2,159,051 | | | $ | 518 | |

| Total | | | 4,709,103 | | | $ | 17.39 | | | | 4,709,103 | | | $ | 518 | |

_____________

| * | Prices shown are exclusive of commissions paid. |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | 4,881,796 | | | | | | — | | | | — | |

| * | Reflects 10,759; 56,886; and 3,832 common OP units offered for redemption by limited partners in exchange for shares of Host Inc.’s common stock for the months of October, November and December, respectively, and 824,851; 1,780,011; and 2,205,457 common OP units for the months of October, November and December, respectively, redeemed to fund the repurchase by Host Inc. of the shares of common stock listed above as part of its publicly announced share repurchase program. |

| Host Hotels & Resorts, Inc. | $ | 100.00 | | | $ | 126.21 | | | $ | 85.19 | | | $ | 110.22 | | | $ | 121.18 | | | $ | 106.45 | |

| NAREIT Equity Index (1) | $ | 100.00 | | | $ | 128.03 | | | $ | 131.64 | | | $ | 143.00 | | | $ | 155.41 | | | $ | 149.12 | |

| S&P 500 Index | $ | 100.00 | | | $ | 113.70 | | | $ | 115.28 | | | $ | 129.06 | | | $ | 157.24 | | | $ | 150.34 | |

| NAREIT Lodging Index (1) | $ | 100.00 | | | $ | 132.50 | | | $ | 100.14 | | | $ | 124.52 | | | $ | 133.45 | | | $ | 116.34 | |

| (1) | Beginning in 2019, the NAREIT Lodging Index will be used by our Compensation Policy Committee instead of the NAREIT Equity Index to determine a portion of our executive compensation that is based on our total stockholder return performance relative to the index. Due to this change, we intend to use the NAREIT Lodging Index as the comparative index going forward and discontinue the use of the NAREIT Equity Index. |

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.

No repurchases were made in 2017 or 2018.

| | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| October 1, 2018 – October 31, 2018 | | | — | | | | — | | | — | | | $ | $500 | |

| November 1, 2018 – November 30, 2018 | | | — | | | | — | | | — | | | | $500 | |

| December 1, 2018 – December 31, 2018 | | | — | | | | — | | | — | | | | $500 | |

| Total | | | — | | | | — | | | — | | | | | |

Fourth Quarter 2018 Host Inc. Sales of Unregistered Securities

Set forth in the table below is information relating to shares of Host Inc. common stock issued in exchange for OP units redeemed by the holders.

All the shares were issued pursuant to the private placement exemption 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.

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Date of Issuance | | | | | Host L.P. OP units redeemed | | Host Inc. Common Shares Issued | |

| Cristo Rey St. Martin College Prep | | | October 10, 2018 | | | | 50,550 | | | 51,636 |

| Vanguard Charitable Endowment Program | | | October 17, 2018 | | | | 147,270 | | | 150,435 |

| Northwestern Memorial Healthcare | | | October 24, 2018 | | | | 87,320 | | | 89,196 |

| Loyola University of Chicago | | | November 19, 2018 | | | | 97,000 | | | 99,084 |

| Tsinghua Education Foundation NA | | | December 17, 2018 | | | | 18,380 | | | 18,775 |

| Loyola University of Chicago | | | December 27, 2018 | | | | 4,110 | | | 4,198 |

| | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | |

| Total | | | 415,990 | | | | | | | | | — | | | | | | — | | | |

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

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, [removed: 2018] [added: 2019] and should be read in conjunction with the consolidated financial statements and related notes and Part II Item 7.

| | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Revenues | | $ | [removed: 5,524] [added: 5,469] | | | $ | [removed: 5,387] [added: 5,524] | | | $ | [removed: 5,430] [added: 5,387] | | | $ | [removed: 5,350] [added: 5,430] | | | $ | [removed: 5,321] [added: 5,350] | |

| Net income | | | [removed: 1,151] [added: 932] | | | | [removed: 571] [added: 1,151] | | | | [removed: 771] [added: 571] | | | | [removed: 565] [added: 771] | | | | [removed: 741] [added: 565] | |

| Net income attributable to Host Hotels & Resorts, L.P. | | | [removed: 1,099] [added: 930] | | | | [removed: 571] [added: 1,099] | | | | [removed: 771] [added: 571] | | | | [removed: 565] [added: 771] | | | | [removed: 741] [added: 565] | |

| Basic earnings per common unit | | | [removed: 1.50] [added: 1.29] | | | | [removed: .78] [added: 1.50] | | | | [removed: 1.05] [added: .78] | | | | [removed: .76] [added: 1.05] | | | | [removed: .99] [added: .76] | |

| Diluted earnings per common unit | | | [removed: 1.50] [added: 1.29] | | | | [removed: .78] [added: 1.50] | | | | [removed: 1.05] [added: .78] | | | | [removed: .76] [added: 1.05] | | | | [removed: .99] [added: .76] | |

| Distributions declared per common unit | | | .868 | | | | .868 | | | | .868 | | | | [removed: .817] [added: .868] | | | | [removed: .766] [added: .817] | |

| Total assets | | $ | [removed: 12,090] [added: 12,305] | | | $ | [removed: 11,693] [added: 12,090] | | | $ | [removed: 11,408] [added: 11,693] | | | $ | [removed: 11,656] [added: 11,408] | | | $ | [removed: 12,043] [added: 11,656] | |

| Debt | | | [removed: 3,837] [added: 3,794] | | | | [removed: 3,954] [added: 3,837] | | | | [removed: 3,649] [added: 3,954] | | | | [removed: 3,867] [added: 3,649] | | | | [removed: 3,807] [added: 3,867] | |

| [Reports of Independent Registered Public Accounting Firm (Host Hotels & Resorts, [removed: Inc.)](#RepIndAcc_Inc)] [added: Inc.)](#REPORT_INDEPENDENT_REGISTERED_PUBLIC_ACC)] | [removed: 70] [added: 69] |

| [Report of Independent Registered Public Accounting Firm (Host Hotels & Resorts, [removed: L.P.)](#RepIndAcc_LP)] [added: L.P.)](#REPORT_INDEPENDENT_2)] | 72 |

| [Financial Statements of Host Hotels & Resorts, [removed: Inc.:](#FinancialStatements_Inc)] [added: Inc.:](#HOST_HOTELS_RESORTS_INC_SUBSIDIARIES)] | [added: 74] |

| [Consolidated Balance Sheets as of December 31, [removed: 2018] [added: 2019] and [removed: 2017](#Inc_BS)] [added: 2018](#CONSOLIDATED_BALANCE_SHEETS)] | [removed: 73] [added: 74] |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#Inc_IS)] [added: 2017](#CONSOLIDATED_STATEMENTS_OPERATIONS)] | [removed: 74] [added: 75] |

| [Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#Inc_CI)] [added: 2017](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN)] | [removed: 75] [added: 76] |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#Inc_SSE)] [added: 2017](#CONSOLIDATED_STATEMENTS_EQUITY)] | [removed: 76] [added: 77] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#Inc_CF)] [added: 2017](#CONSOLIDATED_STATEMENTS_CASH_FLOWS)] | [removed: 77] [added: 78] |

| [Financial Statements of Host Hotels & Resorts, [removed: L.P.:](#FinancialStatements_LP)] [added: L.P.:](#HOST_HOTELS_RESORTS_LP_SUBSIDIARIES2)] | [added: 80] |

| [Consolidated Balance Sheets as of December 31, [removed: 2018] [added: 2019] and [removed: 2017](#LP_BS)] [added: 2018](#CONSOLIDATED_BALANCE_SHEETS2)] | [removed: 79] [added: 80] |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#LP_IS)] [added: 2017](#CONSOLIDATED_STATEMENTS_OPERATIONS2)] | [removed: 80] [added: 81] |

| [Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#LP_CI)] [added: 2017](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE2)] | [removed: 81] [added: 82] |

| [Consolidated Statements of Capital for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#LP_StmtCapital)] [added: 2017](#CONSOLIDATED_STATEMENTS_CAPITAL)] | [removed: 82] [added: 83] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#LP_CF)] [added: 2017](#CONSOLIDATED_STATEMENTS_CASH_FLOWS2)] | [removed: 83] [added: 84] |

| [Notes to Consolidated Financial Statements (Host Hotels & Resorts, Inc. and Host Hotels & Resorts, [removed: L.P.)](#Notes)] [added: L.P.)](#N1_SUMMARY_SIGNIFICANT_ACCOUNTING_POLICI)] | [removed: 85] [added: 86] |

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, Inc. and subsidiaries (the “Company”) as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] 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, [removed: 2018,] [added: 2019,] 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, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2018,] [added: 2019,] 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, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, [removed: 2019] [added: 2020] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

We have served as the [removed: Company’s] [added: Partnership’s] auditor since 2002.

[removed: Report] [added: Report] of Independent [removed: Registered] [added: Registered] Public Accounting [removed: Firm][added: Firm]

We have audited Host Hotels & Resorts, Inc. and subsidiaries' (the “Company”) internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (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, [removed: 2018,] [added: 2019,] based on criteria established in [removed: Internal] [added: *Internal] Control – Integrated Framework [removed: (2013)] [added: (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, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] 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, [removed: 2018,] [added: 2019,] and the related notes and financial statement schedule III (collectively, the “consolidated financial statements”), and our report dated February 25, [removed: 2019] [added: 2020] expressed an unqualified opinion on those consolidated financial statements.

[removed: Host Hotels] [added: HOST HOTELS] & [removed: Resorts, L.P.:][added: RESORTS, L.P. AND SUBSIDIARIES]

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, L.P. and subsidiaries (the “Partnership”) as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of [removed: operations,] [added: operations ,] comprehensive income (loss), capital, and cash flows for each of the years in the three‑year period ended December 31, [removed: 2018,] [added: 2019,] 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 Partnership as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, [removed: 2018,] [added: 2019,] in conformity with U.S. generally accepted accounting principles.

[removed: HOST] [added: HOST] HOTELS & RESORTS, INC. AND [removed: SUBSIDIARIES][added: SUBSIDIARIES]

December 31, [removed: 2018] [added: 2019] and [removed: 2017][added: 2018]

| | | December 31, [removed: 2018] [added: 2019] | | | | December 31, [removed: 2017] [added: 2018] | | |

| Property and equipment, net | | $ | [removed: 9,760] [added: 9,671] | | | $ | [removed: 9,692] [added: 9,760] | |

| Assets held for sale | | | [removed: 281] [added: —] | | | | [removed: 250] [added: 281] | |

| Due from managers | | | [removed: 71] [added: 63] | | | | [removed: 79] [added: 71] | |

| Advances to and investments in affiliates | | | [removed: 48] [added: 56] | | | | [removed: 327] [added: 48] | |

| Furniture, fixtures and equipment replacement fund | | | [removed: 213] [added: 176] | | | | [removed: 195] [added: 213] | |

| Other | | | [removed: 175] [added: 171] | | | | [removed: 237] [added: 175] | |

| Cash and cash equivalents | | [added: $] | [added: 1,573 | | | $ |] 1,542 | | | [added: $] | 913 | |

| Total assets | | $ | [removed: 12,090] [added: 12,305] | | | $ | [removed: 11,693] [added: 12,090] | |

| Senior notes | | $ | [removed: 2,782] [added: 2,776] | | | $ | [removed: 2,778] [added: 2,782] | |

| Credit facility, including term loans of [removed: $998] [added: $997] and [removed: $996,] [added: $998,] respectively | | | [removed: 1,049] [added: 989] | | | | [removed: 1,170] [added: 1,049] | |

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019, due to the adoption of Financial Accounting Standards Board’s Accounting Standard Codification (ASC) Topic 842, Leases.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosure to which they relate.

Evaluation of the fair value of land acquired in a real estate asset acquisition

As discussed in Notes 1 and 12 to the consolidated financial statements, the Company acquired the 1 Hotel South Beach for approximately $610 million during the year ended December 31, 2019.

The hotel is a part of a mixed-use complex in Miami, Florida.

The Company determined the acquisition to be an asset acquisition, and allocated the transaction price to the individual assets acquired based on their relative fair values as of the acquisition date.

We identified the evaluation of the fair value of land acquired in the real estate asset acquisition as a critical audit matter.

Key assumptions included the share of land used by the hotel in the mixed-use complex, as well as the weighting of comparable market sales transactions.

Because of the subjective auditor judgment involved, specialized skills and knowledge were required to evaluate the Company’s determination of the fair value of land acquired in the real estate asset acquisition.

The primary procedures we performed to address this critical audit matter included the following.

We tested certain internal controls over the Company’s acquisition process, including controls over the determination of the fair value of land acquired.

These included controls related to the identification of the population of comparable market sales transactions and weighting of such transactions as well as the evaluation of the share of the land used by the hotel in the mixed-use complex.

We involved valuation professionals with specialized skills and knowledge who assisted in (1) independently obtaining third-party evidence of comparable market sales transactions from industry sources, including information about the transaction prices and features of the comparable market sales transactions; (2) evaluating the weighting of comparable market sales transactions based on the characteristics of such transactions; and (3) evaluating the share of the land used by the hotel in the mixed-use complex by considering the features of the property as well as evaluating the method used by the Company in comparison with industry practices.

Evaluation of indicators of potential hotel property impairment

As discussed in Notes 1 and 3 to the consolidated financial statements, property and equipment, less accumulated depreciation as of December 31, 2019, was $9,660 million, or 79% of total assets.

The Company analyzes its portfolio of property and equipment, primarily comprised of hotel properties, when events or changes in circumstances occur that indicate the carrying value may not be recoverable.

We identified the evaluation of indicators of potential hotel property impairment as a critical audit matter.

Key assumptions used by the Company include future cash flows of its hotel properties and the Company’s intent and ability to hold its hotel properties for a period that recovers their carrying value.

A significant change to these assumptions could impact the Company’s determination of the recoverability of the carrying value of its hotel properties.

The evaluation of these assumptions required a high degree of auditor judgment.

The primary procedures we performed to address this critical audit matter included the following.

We tested certain internal controls over the impairment process, including controls over the identification and evaluation of events or changes in circumstances that indicate the carrying value of a hotel property may not be recoverable.

We also tested certain internal controls related to the Company’s assessment of its intent and ability to hold its hotel properties for a period that recovers their carrying value.

We compared the future cash flows used by the Company in its evaluation of indicators of potential hotel property impairment to historical hotel property results to evaluate the potential of a decrease in such cash flows that indicates the carrying value of a hotel property may not be recoverable.

We examined documents to assess the Company’s plans to dispose of hotel properties.

We inquired of the Company and obtained written representations regarding status of potential plans to dispose of hotel properties.

We corroborated that information with others in the organization who are responsible for, and have authority over, disposition activities.

We inspected listings of hotel properties for sale in order to identify information regarding potential sales of the Company’s hotel properties.

February 25, 2020

February 25, 2020

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Partnership has changed its method of accounting for leases as of January 1, 2019, due to the adoption of Financial Accounting Standards Board’s Accounting Standard Codification (ASC) Topic 842, Leases.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) related to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the fair value of land acquired in a real estate asset acquisition

As discussed in Notes 1 and 12 to the consolidated financial statements, the Partnership acquired the 1 Hotel South Beach for approximately $610 million during the year ended December 31, 2019.

February 25, 2019

February 25, 2019

The Partners

February 25, 2019

| Gain on sale of assets | | | 902 | | | | 108 | | | | 253 | |

| | 750.3 | | | Balance, December 31, 2015 | | $ | 8 | | | $ | 8,302 | | | $ | (107 | ) | | $ | (1,139 | ) | | $ | 40 | | | $ | 143 | |

| Gain on sale of assets | | | (902 | ) | | | (108 | ) | | | (253 | ) |

| Gain on sale of assets | | | 902 | | | | 108 | | | | 253 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | 734.5 | | | Balance, December 31, 2015 | | $ | 1 | | | $ | 7,170 | | | $ | (107 | ) | | $ | 40 | | | $ | 143 | |

| | — | | | Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates | | | — | | | | — | | | | 23 | | | | 1 | | | | — | |

| | 0.5 | | | Common OP unit issuances | | | — | | | | 9 | | | | — | | | | — | | | | — | |

| | — | | | Foreign currency translation and other comprehensive income (loss) of unconsolidated affiliates | | | — | | | | — | | | | (13 | ) | | | 1 | | | | — | |

| | 0.2 | | | Common OP unit issuances | | | — | | | | 3 | | | | — | | | | — | | | | — | |

| | | | | | | | | | | | | | | | | | | | | | | | | |

| Gain on sale of assets | | | (902 | ) | | | (108 | ) | | | (253 | ) |

During 2018, due to a reduction in the estimated hold period of the assets, we impaired four assets, totaling $260 million.

No impairment was recorded in 2016.

See Note 13.

Classification of Assets as “Held for Sale”.

Other-than-Temporary Impairment of an Investment.

We perform an analysis on each of our equity method investments for impairment based on the occurrence of triggering events that would indicate that the carrying amount of an investment exceeds its fair value on an other-than-temporary basis.

Triggering events can include a decline in distributable cash flows from the investment, a change in the expected useful life or other significant events which would decrease the value of the investment.

Our investments primarily consist of joint ventures which own hotels; therefore, generally we will have few observable inputs and will determine fair value based on a discounted cash flow analysis of the investment, as well as consideration of the impact of other elements (i.e. control premiums, etc.).

We use certain inputs, such as available third-party appraisals and forecast net operating income for the hotels, to estimate the expected cash flows.

If an equity method investment is impaired and that impairment is determined to be other than temporary, an expense is recorded for the difference between the fair value and the carrying amount of the investment.

No other-than-temporary impairment expense was recorded in 2018, 2017 and 2016.

However, deferred tax assets are recognized only to the

During 2017, we reclassified a net loss due to foreign currency translation of $14 million that had been recognized previously in other comprehensive income (loss) due to the sale of the Hilton Melbourne South Wharf.

At December 31, 2018, Host Inc. maintained two stock-based employee compensation plans.

Effective January 1, 2017, we implemented a new stock-based employee compensation plan.

In conjunction with the adoption of ASU No. 2016-09, the awards under the new plan are classified as equity.

Reclassifications

Certain prior year financial statement amounts have been reclassified to conform with the current year presentation.

However, the effect on the statement of operations and the statement of cash flows largely is unchanged.

The standard is effective for fiscal years beginning after December 15, 2018.

The standard requires adoption using a modified retrospective approach, with the option of restatement of the comparative periods presented in the year of adoption or applying the new standard only in the year of adoption with a cumulative-effect adjustment in the period of adoption.

The primary impact of the new standard on us will be to the treatment of our 25 ground leases, which represent approximately 85% of our annual operating lease payments.

We believe that application of this standard will result in us recording a right of use asset and the related

lease liability of between $500 million and $600 million for the ground leases, although changes in discount rates, ground lease terms or other variables may have a significant effect on the calculation of this recorded amount.

Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and [removed: Chief] [added: Principal] 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 [removed: Chief] [added: Principal] 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 [removed: Chief] [added: Principal] Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

[removed: Internal] [added: Internal] Control over Financial [removed: Reporting][added: 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 [removed: Chief] [added: Principal] Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] based on the [removed: Internal] [added: *Internal] Control—Integrated Framework [removed: (2013)] [added: (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, [removed: 2018.][added: 2019.]

There were no [added: additional] changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2018] [added: 2019] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Under the supervision and with the participation of our management, including Host Inc.’s Chief Executive Officer and [removed: Chief] [added: Principal] 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 [removed: Chief] [added: Principal] 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 [removed: Chief] [added: Principal] Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

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 [removed: Chief] [added: Principal] Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2018] [added: 2019] based on the [removed: Internal] [added: *Internal] Control–Integrated Framework [removed: (2013)] [added: (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, [removed: 2018.][added: 2019.]

There were no [added: additional] changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2018] [added: 2019] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the second quarter of 2019, we completed implementation of a new cloud-based accounting system.

In connection with this implementation, we have updated our processes related to internal control over financial reporting, as necessary, to accommodate applicable changes in our business processes.

During the second quarter of 2019, we completed implementation of a new cloud-based accounting system.

In connection with this implementation, we have updated our processes related to internal control over financial reporting, as necessary, to accommodate applicable changes in our business processes.

Certain information called for by Items 10-14 is incorporated by reference from Host Inc.’s [removed: 2019] [added: 2020] 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 [removed: 2019] [added: 2020] Annual Meeting of Stockholders entitled “Proposal One: Election of Directors.” See Part I [removed: “Executive Officers of the Registrant”] [added: “Information about Our 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 [removed: 2019] [added: 2020] 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.

If applicable, the information required by this item regarding compliance by our directors and executive officers with Section 16(a) of the Securities and Exchange Act of 1934, as amended, is incorporated by reference to the section of Host Inc.’s definitive Proxy Statement for its 2020 Annual Meeting of Stockholders entitled “Delinquent Section 16(a) Reports.”

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its [removed: 2019] [added: 2020] 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 [removed: 2019] [added: 2020] 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 [removed: 2019] [added: 2020] 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 [removed: 2019] [added: 2020] Annual Meeting of Stockholders entitled “Proposal Two-Ratification of Appointment of Independent Registered Public Accountants – Principal Accountant Fees and Services.”

[removed: PART IV][added: PART IV]

| | [removed: (a)] [added: *(a)*] | LIST OF DOCUMENTS FILED AS PART OF THIS REPORT |

| | • | [removed: should] [added: *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 [removed: inaccurate;] [added: inaccurate;*] |

| | • | [removed: have] [added: *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 [removed: agreement;] [added: agreement;*] |

| | • | [removed: may] [added: *may] apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; [removed: and] [added: and*] |

| | • | [removed: were] [added: *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 [removed: developments.] [added: developments.*] |

| 4.5 | | [removed: [Forty-First] [added: [Forty-Third] Supplemental Indenture, dated [removed: November 18, 2011,] [added: August 9, 2012,] by and among Host Hotels & Resorts, [removed: L.P., the Subsidiary Guarantors named therein] [added: 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 [removed: November 18, 2011).](http://www.sec.gov/Archives/edgar/data/1061937/000119312511317266/d258057dex41.htm)] [added: August 9, 2012).](http://www.sec.gov/Archives/edgar/data/1061937/000119312512346287/d393060dex41.htm)] |

| 4.6 | | [removed: [Forty-Second] [added: [Forty-Fourth] Supplemental Indenture, dated March [removed: 22, 2012,] [added: 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 [removed: 23, 2012).](http://www.sec.gov/Archives/edgar/data/1061937/000119312512129387/d320727dex41.htm)] [added: 28, 2013).](http://www.sec.gov/Archives/edgar/data/1061937/000119312513131144/d513446dex41.htm)] |

| 4.7 | | [removed: [Forty-Third Supplemental Indenture,] [added: [Indenture,] dated [removed: August 9, 2012,] [added: May 15, 2015,] by and [removed: among] [added: between] Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as [removed: trustee, to the Amended and Restated Indenture dated August 5, 1998, including form of debenture] [added: trustee] (incorporated by reference to Exhibit 4.1 to [removed: the combined Current Report on Form 8-K of] Host Hotels & Resorts, Inc., and Host Hotels & [removed: Resorts L.P., filed] [added: Resorts, L.P. Current Report] on [removed: August 9, 2012).](http://www.sec.gov/Archives/edgar/data/1061937/000119312512346287/d393060dex41.htm)] [added: Form 8-K, filed May 18, 2015).](http://www.sec.gov/Archives/edgar/data/1061937/000119312515191992/d926622dex41.htm)] |

| [removed: 4.8] [added: 4.10] | | [removed: [Forty-Fourth] [added: [Third] Supplemental Indenture, dated March [removed: 28, 2013,] [added: 20, 2017,] by and [removed: among] [added: between] Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the [removed: Amended and Restated] Indenture dated [removed: August 5, 1998, including form of debenture] [added: May 15, 2015] (incorporated by reference to Exhibit 4.1 to [removed: the combined Current Report on Form 8-K of] Host Hotels & Resorts, [removed: Inc.,] [added: Inc.] and Host Hotels & [removed: Resorts L.P.,] [added: Resorts, L.P. Current Report on Form 8-K] filed on March [removed: 28, 2013).](http://www.sec.gov/Archives/edgar/data/1061937/000119312513131144/d513446dex41.htm)] [added: 20, 2017).](http://www.sec.gov/Archives/edgar/data/1061937/000119312517088673/d535061dex41.htm)] |

| 4.9 | | [removed: [Indenture,] [added: [Second Supplemental Indenture,] dated [removed: May 15,] [added: October 14,] 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as [removed: trustee] [added: trustee, to the Indenture dated May 15, 2015] (incorporated by reference to Exhibit 4.1 to Host Hotels & Resorts, [removed: Inc.,] [added: Inc.] and Host Hotels & Resorts, L.P. Current Report on Form 8-K, filed [removed: May 18, 2015).](http://www.sec.gov/Archives/edgar/data/1061937/000119312515191992/d926622dex41.htm)] [added: October 14, 2015).](http://www.sec.gov/Archives/edgar/data/1061937/000119312515343490/d57482dex41.htm)] |