Host Hotels & Resorts (HST) 10-K risk factor changes: FY2022 vs FY2021

The [removed: current] [added: continuing effects from the] COVID-19 pandemic [removed: has] [added: may] materially and adversely [removed: impacted] [added: impact] our business, financial condition, results of operations, liquidity and cash flows.

The [added: COVID-19] pandemic [removed: has] significantly adversely impacted U.S. and global economic activity, resulted in a global recession in 2020, and [removed: has] contributed to significant volatility in financial markets.

While [removed: many of] the initial restrictive measures put in place in jurisdictions where we own hotels have been [removed: lifted, the pandemic continues] [added: lifted and operations have returned close] to [added: pre-pandemic levels, existing or future COVID-19 variants may still] have a material adverse effect on operations and future [removed: bookings and is expected to continue to have a material negative impact on our financial results and cash flows.][added: bookings.]

The rapid development and fluidity of the COVID-19 pandemic makes it extremely difficult to assess [removed: its full] [added: the potential future] adverse economic impact on our business, financial condition, results of operations, liquidity and cash flows.

In periods of economic difficulties, [added: certain] business and leisure travelers may seek to reduce travel costs by limiting travel or seeking to reduce the cost of their trips.

the effect on lodging demand of changes in national and local economic and business conditions, including concerns about [removed: the duration and strength of] U.S. economic [removed: growth,] [added: growth and the potential for an economic recession in the United States, the current high level of] inflation, [added: rising interest rates,] global economic prospects, consumer confidence and the value of the U.S. dollar;

factors that may shape public perception of travel to a particular location, such as natural disasters, weather events, [added: including Hurricane Ian in 2022,] pandemics and outbreaks of contagious diseases, such as the COVID-19 pandemic, and the occurrence or potential occurrence of terrorist attacks, all of which will affect occupancy rates at our hotels and the demand for hotel products and services;

risks that U.S. immigration policies and border closings [removed: relating to the COVID-19 pandemic] will suppress international travel to the United States generally or decrease the labor pool;

the impact of geopolitical developments outside the U.S., such as [removed: the pace of economic growth in Europe, the effects of the United Kingdom’s withdrawal from the European Union,] [added: large-scale wars or international conflicts, slowing global growth,] trade tensions and tariffs between the United States and its trading partners such as China, [removed: or international conflicts,] 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 labor stoppages or strikes, increasing operating or labor [added: costs, including increased labor] costs [added: in the current inflationary environment, the ability of our managers to adequately staff our hotels as a result of shortages in labor, severance and furlough payments to hotel employees] or changes in workplace rules that affect labor costs, and risks relating to the [added: continued] response to the COVID-19 pandemic by our hotel managers, such as increased hotel costs for cleaning [removed: protocols and severance and furlough payments to hotel employees;][added: protocols;]

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 pay dividends to its stockholders in an amount equal to at least 90% of its taxable income (other than net capital gain) each year [removed: in order] to qualify as a REIT.

price volatility, dislocations and liquidity disruptions in the U.S. and global equity and credit [removed: markets, including as a result of the COVID-19 pandemic;][added: markets;]

changes in market perception of our growth potential, including rating agency downgrades by Moody’s Investors Service, Standard & Poor’s Ratings Services or Fitch Ratings; [added: if our credit ratings were to be downgraded, our access to capital and the cost of debt financing could be further negatively impacted, particularly if we were downgraded to below an investment grade rating;]

New [removed: hotels may be constructed and these additions] [added: hotel construction adds] to [removed: supply create] [added: supply, creating] new competitors, in some cases without corresponding increases in demand for hotel rooms.

If [removed: that expansion continues,] [added: they are successful,] it could [removed: both] divert group and convention business [removed: away from our hotels] and [removed: increase our cost of sales for group and convention business and] materially adversely affect our revenues and profitability.

For this reason, we cannot predict whether we will be able to sell any hotel that we desire to sell for the price or on terms acceptable to us, or the length of time needed to find a [added: willing purchaser and to close on the sale of a hotel.]

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

As of December 31, [removed: 2021,] [added: 2022,] we and our subsidiaries had total indebtedness of approximately [removed: $4.9] [added: $4.2] billion.

incur additional indebtedness in excess of certain thresholds and without satisfying certain financial metrics; [added: and]

pay dividends on classes and series of Host Inc. capital stock and pay distributions on Host L.P.’s classes of units or make stock repurchases without satisfying certain financial metrics concerning leverage, fixed charge coverage and unsecured interest [removed: coverage; and][added: coverage.]

The restrictive covenants in our senior notes and credit facility [added: may] reduce our flexibility in [added: conducting our operations and limit our ability to engage in activities that may be in our long-term best interest.]

[removed: These] adverse effects may occur because the performance of the hotel does not support the additional indebtedness and related interest expense that we incurred as a result of the acquisition.

For this reason, we are unable to directly implement strategic business decisions with respect to the daily operation and marketing of our hotels, such [added: as decisions with respect to the setting of room rates, food and beverage pricing and certain similar matters.]

Approximately [removed: 57%] [added: 60%] of our hotels (as measured by [removed: 2021] [added: 2022] revenues) are managed or franchised by Marriott International.

In [removed: 2022,] [added: 2023,] collective bargaining agreements will expire at hotels in [removed: San Francisco] [added: New Jersey] and [removed: Seattle.][added: Chicago.]

We need to make capital expenditures [removed: in order] to remain competitive with other hotels, to maintain the economic value of our hotels and to comply with applicable laws and regulations.

[removed: In addition, the] [added: The] timing of these improvements can affect hotel performance, particularly if the improvements require closure of a significant number of rooms or other features of the hotels, such as ballrooms, meeting space and restaurants.

Hotels in the following cities and states represented approximately [removed: 75%] [added: 72%] of our [removed: 2021] [added: 2022] revenues: New York, Washington, D.C., San Diego, San Francisco, Florida, Hawaii, [removed: Houston] [added: Los Angeles] and Phoenix.

For example, during the COVID-19 pandemic, large urban markets with enhanced restrictions on social gatherings, such as New York and San Francisco where we have a significant number of [removed: hotels, have been] [added: hotel rooms, were] disproportionately impacted by the decline in lodging demand.

Additionally, in September 2017, our operations in Florida and Houston were impacted negatively by Hurricanes Irma and [removed: Harvey.][added: Harvey and in 2022, a majority of our hotels in Florida were affected by Hurricane Ian.]

Investments in joint ventures may involve risks not present were a third-party not involved, including the possibility that partners or co-venturers might become [removed: bankrupt or fail to fund their share of required capital contributions.]

We carry comprehensive insurance coverage for [removed: general liability,] property, business interruption, [removed: cyber threats,] terrorism and other risks with respect to all our hotels and other properties.

[removed: In a limited number of instances, and certain] [added: Certain] coverages related to hotel managers’ employer status, [removed: hotels instead may be] [added: such as worker's compensation, are] insured under the hotel manager’s policies.

Our property insurance policies also provide that all of the claims from each of our properties resulting from a particular insurable [removed: event] [added: occurrence] must be combined for purposes of evaluating whether the aggregate limits and sub-limits provided in our policies have been [removed: exceeded and, in the case where the manager of one of our hotels provides this coverage, any such claims will be combined with the claims of other owners participating in the manager’s program for the same purpose.][added: exceeded.]

Therefore, if an insurable [removed: event occurs that] [added: occurrence] affects more than one of our hotels, the claims from each affected hotel will be added together to determine whether the aggregate limit or sub-limits, depending on the type of claim, have been reached.

For example, if a hurricane were to cause widespread damage to [removed: Florida or up the East Coast,] [added: Florida,] claims from each of our hotels would be aggregated against the policy limit or sub-limit and likely would exceed the applicable limit or sub-limit.

In addition, there are other risks relating to property insurance, such as certain environmental hazards, that may be deemed to fall completely outside the general coverage [removed: limits] of our policies or may be uninsurable or too expensive to justify coverage.

[added: We also] may encounter challenges with an insurance provider regarding whether it will pay a particular claim that we believe to be covered under our policy.

[removed: The risks from these cyber threats are significant and,] Marriott International, the manager of a majority of our hotels, experienced a material data security breach involving the unauthorized access to the Starwood guest reservation database between 2014 and 2018.

[removed: The UK Information Commissioner's Office has fined] Marriott [removed: £18.4 million, and Marriott] remains subject to other lawsuits and investigations arising around the world.

In addition, the U.S. economy is currently experiencing high rates of inflation, which has increased our operating expenses due to higher wages and costs.

Moreover, our interest expense has increased due to higher interest rates on our variable rate debt.

Although the short-term nature of hotel bookings generally allows our managers to compensate for inflationary effects by increasing room rates at our hotels, sustained inflation could have a negative impact on the demand for lodging.

Moreover, the current inflationary environment can increase the costs of hotel renovations and the purchasing power of our cash resources can decline, which can have an adverse impact on our business or financial results.

Our efforts to mitigate the risks associated with these adverse changes may not be successful and our business and growth could be adversely affected.

Any future decline in operations may similarly result in an increase in our total indebtedness in order to provide working capital necessary to continue our business.

These

bankrupt or fail to fund their share of required capital contributions.

We also carry, or in certain instances cause our hotel managers to carry, general liability insurance with respect to all our hotels and other properties.

We are still evaluating the property and business interruption impact, including related insurance coverage, to our hotels caused by Hurricane Ian in September 2022, as further discussed in "Item 8.

Financial Statements and Supplementary Data – Note 17.

Legal Proceedings, Guarantees and Contingencies.”

The risks from these cyber threats are significant.

The UK Information Commissioner's Office has fined Marriott £18.4 million, and

Marriott has also experienced other, lesser data breaches since 2018 as well.

A majority of our hotels in Florida were affected by Hurricane Ian, which made landfall on September 28, 2022, with the most significant damage occurring at The Ritz-Carlton, Naples and the

Hyatt Regency Coconut Point Resort and Spa.

While the Hyatt Regency Coconut Point Resort and Spa has since re-opened, the Ritz Carlton, Naples remains closed.

That hotel sustained significant damage due to storm surge, which breached the beach dune and flooded the lowest level of the hotel.

However, the REIT

Since first reported in December 2019, the novel coronavirus that causes the COVID-19 disease has spread globally, including to every state in the United States.

The global impact of the outbreak continues to be rapidly evolving.

Many of our hotels are still operating significantly below pre-pandemic occupancy.

For these reasons, the COVID-19 pandemic has resulted in a sharp decline in revenues at our hotels and significantly adversely affected the ability of our hotel managers to successfully operate our hotels and has had a significant adverse effect on our business, financial condition, results of operations, liquidity and cash flows due to, among other factors:

negative public perceptions of travel and public gatherings in light of the perceived risks associated with COVID-19;

a sharp decline in group and business travel resulting from (i) restrictions on travel imposed by governmental entities, public institutions and employers, (ii) the postponement or cancellation of conventions and conferences, music and arts festivals, sporting events and other large public gatherings, and (iii) limits on occupancy for amusement parks, museums and other tourist attractions; and

increased operating costs from implementing enhanced cleaning protocols and other COVID-19 mitigation practices as well as employee severance and furlough costs.

Even after the COVID-19 pandemic subsides, we could experience a longer-term impact on our costs.

For example, our managers may need to enhance health and hygiene requirements at our properties in an attempt to counteract future outbreaks.

The duration of the COVID-19 pandemic and its impact on our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the continued scope and severity of the pandemic and existing and future variants of the COVID-19 virus, vaccination rates, governmental actions taken to contain the pandemic or to mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, among others.

The effects of the COVID-19 pandemic also may have the effect of heightening our other risk factors disclosed in this section.

In addition, as a result of the COVID-19 pandemic, we may be required to

raise additional capital to fund losses and improve our liquidity position.

As a result of COVID-19, some credit agencies have placed a “negative outlook” on our credit ratings.

If our credit ratings were to be downgraded, our access to capital and the cost of debt financing could be further negatively impacted, particularly if we were downgraded to below an investment grade rating.

During the COVID-19 pandemic, our hotels also compete for customers based on cleanliness protocols adopted in response to the pandemic.

willing purchaser and to close on the sale of a hotel.

incur capital expenditures, make hotel acquisitions, or sell assets without using the proceeds to repay indebtedness.

In addition, certain covenants in our credit facility also require us and our subsidiaries to meet financial metrics which are currently modified due to the pandemic.

conducting our operations and limit our ability to engage in activities that may be in our long-term best interest.

as decisions with respect to the setting of room rates, food and beverage pricing and certain similar matters.

As of February 2022, all consolidated hotels currently are covered under the company’s property insurance.

We also

Failure to comply with current and future laws, industry standards and other legal obligations or any security incident

In addition, Host Inc. owns, through Host L.P., one entity that also has elected to be treated as a REIT.

Accordingly, there can be no assurance that

If the IRS determines that the rent paid pursuant to our leases with

will be unenforceable.

A portion of our long-term indebtedness, specifically $1.0 billion of term loans denominated in U.S. dollars, bears interest at floating interest rates based on USD-LIBOR.

We expect to transition from LIBOR to another reference rate due to the expected cessation of the LIBOR reference rate.

In March of 2021, the UK Financial Conduct Authority (FCA) published a statement confirming that all LIBOR settings will either cease to be provided or no longer be representative (i) immediately after December 31, 2021, in the case of all sterling, euro, Swiss franc and Japanese yen settings, and the 1-week and 2-month U.S. dollar settings and (ii) immediately after June 30, 2023, in the case of all other remaining U.S. dollar settings.

Accordingly, LIBOR for the primary LIBOR rates under our credit facility will be discontinued after June 30, 2023, and, until our credit facility is modified to provide for a specific benchmark replacement, it is unclear what rate will apply to such credit facility debt.

Such transition could cause interest rates under our current or future debt agreements to perform differently than in the past or cause other unanticipated and adverse consequences.

This discussion focuses on our financial condition and results of operations for the year ended December 31, [removed: 2021] [added: 2022] as compared to the year ended December 31, [removed: 2020.][added: 2021.]

For a discussion and analysis of the year ended December 31, [removed: 2020] [added: 2021] compared to the same period in [removed: 2019,] [added: 2020,] 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, [removed: 2020,] [added: 2021,] filed with the SEC on February [removed: 25, 2021.][added: 24, 2022.]

Host Inc. operates as a self-managed and self-administered REIT that owns 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: 2021.][added: 2022.]

As of February 17, [removed: 2022,] [added: 2023,] we own [removed: 80] [added: 78] hotels in the United States, Canada and Brazil and have minority ownership interests in an additional [removed: 10] [added: 23] hotels through joint ventures in the United States and in India.

Our customers fall into three broad groups: transient business, group business and contract business, which accounted for approximately [removed: 76%, 19%,] [added: 65%, 32%,] and [removed: 5%,] [added: 3%,] respectively, of our [removed: 2021] [added: 2022] room [removed: sales.][added: sales, which is in-line with our 2019 pre-pandemic mix of customers.]

[removed: Subsequent to year-end,] [added: On February 15, 2023,] we announced a regular quarterly [added: cash] dividend of [removed: $0.03] [added: $0.12 per share] on our common stock.

Because of the significant adverse impact that the COVID-19 pandemic had on our operations during 2020 and 2021, [removed: we believe that a better understanding of] the [removed: revenue] mix of our [removed: hotels is obtained by providing 2019 revenue percentages.][added: hotel revenues and expenses shifted during those years, reflecting lower occupancies at our properties and less use of food and beverage services.]

[removed: Therefore, the] [added: The] following table presents the components of our hotel revenues as a percentage of our total revenues for each of [removed: 2021] [added: 2022] and 2019:

| | | | % of [removed: 2021] [added: 2022] Revenues | | | | % of 2019 Revenues | | |

| ● | *Rooms revenues*. Occupancy and average daily room rate are the major drivers of rooms 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: 61] | % | | | 63 | % |

| ● | *Food and beverage revenues*. Food & beverage revenues consist of revenues from group functions, which may include banquet revenues and audio and visual revenues, as well as outlet revenues from the restaurants and lounges at our hotels. | | | [removed: 23] [added: 29] | % | | | 30 | % |

| ● | *Other revenues*. Occupancy, the nature of the hotel (e.g., resort) and its price point are the main drivers of other ancillary revenues, such as attrition and [removed: cancellation] [added: cancelation] fees, resort and destination fees, parking, golf courses, spas, entertainment and other guest services. This category also includes other rental revenues. | | | [removed: 12] [added: 10] | % | | | 7 | % |

Hotel operating expenses represent approximately [removed: 97%] [added: 98%] of our total operating costs and expenses.

The following table presents the components of our hotel operating expenses as a percentage of our total operating costs and [removed: expenses:][added: expenses for each of 2022 and 2019:]

| | | | % of [removed: 2021] [added: 2022] Operating Costs and Expenses | | | | % of 2019 Operating Costs and Expenses | | |

| ● | *Rooms expenses*. These costs include housekeeping, reservation systems, room supplies, laundry services and front desk costs. Occupancy is the major driver of rooms 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: 16] [added: 18] | % | | | 19 | % |

| ● | *Food and beverage expenses*. These expenses primarily include food, beverage and the associated labor costs and will correlate closely with food and beverage 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: 16] [added: 22] | % | | | 24 | % |

| ● | *Other departmental and support expenses*. These expenses include labor and other costs associated with other ancillary revenues, such as parking, golf courses, spas, entertainment and other guest services, as well as labor and other costs associated with administrative departments, allocated brand costs, sales and marketing, repairs and minor maintenance and utility costs. | | | [removed: 28] [added: 29] | % | | | 28 | % |

| ● | *Management fees*. Base management fees are computed as a percentage of gross revenues. Incentive management fees generally are paid when operating profits exceed certain thresholds. | | | [removed: 3] [added: 5] | % | | | 5 | % |

| ● | *Other property-level expenses*. These expenses consist primarily of real and personal property taxes, ground rent, equipment rent and property insurance. Many of these expenses are relatively inflexible and do not necessarily change based on changes in revenues at our hotels. | | | [removed: 10] [added: 8] | % | | | 8 | % |

| ● | *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. This component also can include impairment expense. | | | [removed: 24] [added: 16] | % | | | 14 | % |

Taken separately, these costs represent approximately 55% and 58% of our rooms, food and beverage, and other departmental and support expenses in [removed: 2021] [added: 2022] and 2019, respectively.

*All Owned Hotel [removed: Pro Forma] EBITDA.* All Owned Hotel [removed: Pro Forma] 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 All Owned Hotel [removed: Pro Forma] EBITDA and associated margins to evaluate the profitability of our hotels.

For this reason, we [removed: are] temporarily [removed: suspending] [added: suspended] our comparable hotel presentation and instead present hotel operating results for all consolidated hotels and, to facilitate comparisons between periods, we are presenting [removed: results on a pro forma basis, including] [added: results, referred to as "All Owned Hotel", which include] the following adjustments: (1) operating results are presented for all consolidated hotels owned as of December 31, [removed: 2021,] [added: 2022,] but do not include the results of operations for properties sold [removed: in 2019, 2020] or [removed: 2021;] [added: held-for-sale as of the reporting date;] and (2) operating results for acquisitions [removed: in the current and prior years] [added: as of December 31, 2022] are reflected for full calendar years, to include results for periods prior to our ownership.

Summary of [removed: 2021] [added: 2022] Operating Results

The following table reflects certain line items from our audited consolidated statements of operations and the significant operating statistics for the two years ended December 31, [removed: 2021] [added: 2022] (in millions, except per share and hotel statistics):

| | | [removed: 2021] [added: 2022] | | | | [removed: 2020] [added: 2021] | | | | Change | | |

| Total revenues | | $ | [removed: 2,890] [added: 4,907] | | | $ | [removed: 1,620] [added: 2,890] | | | | [removed: 78.4] [added: 69.8] | % |

| Operating [removed: loss] [added: profit (loss)] | | | [removed: (250] [added: 775] | [removed: )] | | | [removed: (953] [added: (250] | ) | | [added: N/M] | [removed: 73.8] | [removed: %] |

| Operating [removed: loss] [added: profit (loss)] margin under GAAP | | | [removed: (8.7] [added: 15.8] | [removed: )%] [added: %] | | | [removed: (58.8] [added: (8.7] | )% | | [added: N/M] | [removed: 5,010 bps] | |

| EBITDAre ⁽¹⁾ | | $ | [removed: 542] [added: 1,504] | | | $ | [removed: (233] [added: 542] | [removed: )] | | [removed: N/M] | [added: 177.5] | [added: %] |

| Adjusted EBITDAre ⁽¹⁾ | | $ | [removed: 532] [added: 1,498] | | | $ | [removed: (168] [added: 532] | [removed: )] | | [removed: N/M] | [added: 181.6] | [added: %] |

| Diluted [removed: loss] [added: earnings (loss)] per share | | $ | [removed: (0.02] [added: 0.88] | [removed: )] | | $ | [removed: (1.04] [added: (0.02] | ) | | [added: N/M] | [removed: 98.1] | [removed: %] |

| [removed: NAREIT] [added: NAREIT] FFO per diluted [removed: share ⁽¹⁾ | | | 0.60 |] [added: share] | | [added: $] | [removed: (0.31] [added: 1.79] | [removed: )] | | [removed: N/M] [added: $] | [added: 0.60] | |

| [removed: Adjusted] [added: Adjusted] FFO per diluted [removed: share ⁽¹⁾ | | | 0.61 |] [added: share] | | [added: $] | [removed: (0.17] [added: 1.79] | [removed: )] | | [removed: N/M] [added: $] | [added: 0.61] | |

| | | [removed: 2021] [added: 2022] Owned Hotels ⁽¹⁾ | | | | | | | | | | |

| [removed: All owned hotel EBITDA (pro forma) ⁽¹⁾ | | | 636 |] [added: All Owned Hotel EBITDA] | | [added: $] | [removed: (129] [added: 1,573] | [removed: )] | | [removed: N/M] [added: $] | [added: 686] | |

| All [removed: owned hotel] [added: Owned Hotel] EBITDA [removed: margin (pro forma) ⁽¹⁾] [added: margin⁽²⁾] | | | [removed: 21.7] [added: 31.8] | % | | | [removed: (7.7 | )% | | N/M |] [added: 23.55] | [added: %] |

| Change in [removed: all owned hotel] [added: All Owned Hotel] Total RevPAR | | | [removed: 74.6] [added: 68.9] | % | | | [removed: | | | |] [added: —] | |

The revenue and expense mix of our hotels returned close to 2019 levels in 2022.

In 2023, we plan to return to our prior presentation of comparable hotels - See "- Comparable Hotel Results Definition for Periods Starting on or After January 1, 2023" for further discussion.

| | | 2022 | | | | 2021 | | | | Change | | |

| All Owned Hotel revenues ⁽¹⁾ | | $ | 4,944 | | | $ | 2,912 | | | | 69.8 | % |

| All Owned Hotel EBITDA ⁽¹⁾ | | | 1,573 | | | | 686 | | | | 129.3 | % |

| All Owned Hotel EBITDA margin ⁽¹⁾ | | | 31.8 | % | | | 23.55 | % | | | 825 bps | |

| All Owned Hotel Total RevPAR ⁽¹⁾ | | $ | 320.39 | | | $ | 189.70 | | | | 68.9 | % |

| All Owned Hotel RevPAR ⁽¹⁾ | | | 196.33 | | | | 120.33 | | | | 63.2 | % |

Additionally, All Owned Hotel results and statistics include adjustments for dispositions and acquisitions.

See Hotel RevPAR Overview for results of the portfolio based on our ownership period, without these adjustments.

Operations at most of our hotels in Florida were affected by Hurricane Ian in September 2022.

Due to evacuation mandates and loss of commercial power, we estimate that RevPAR was negatively impacted by approximately 60 basis points for the full year.

All Owned Hotel Total RevPAR for all markets exceeded 2021 levels, while Total RevPAR for the portfolio as a whole was 2.7% below the 2019 pre-pandemic levels.

The decline was concentrated in the first quarter of 2022, as the increase in COVID-19 infections in January due to the Omicron variant disrupted hotel operations in the first part of the quarter.

However, operations recovered as the Omicron wave subsided, and the second, third and fourth quarters all exceeded 2019 All Owned Hotel Total RevPAR and RevPAR.

All Owned Hotel Total RevPAR in our Miami, Orlando, Jacksonville and Phoenix markets increased 33.8%, 22.5%, 22.2% and 19.2%, respectively, compared to 2019, due to continued strength at our leisure properties during the year, which has allowed our operators to drive average room rates in excess of 2019 levels.

Our hotels in San Francisco/San Jose and Washington, D.C., two of our larger markets by room count, experienced declines of 34.2% and 20.0%, respectively, compared to 2019, as operations at these hotels continued to ramp up throughout the year following the lifting of many of the COVID-19 restrictions previously in place in these markets.

Operating trends overall continued to improve throughout the year.

During the second half of the year, hotels were able to increase staffing to levels more in-line with expectations based on current hotel demand.

Along with strong improvements in rates, our hotel margins also have benefited from the implementation of portfolio-wide cost reductions as well as the slower transition to more normalized levels of operations during the year.

Net income for Host Inc. was $643 million, an increase of $654 million from the prior year.

Adjusted FFO per diluted share, which excludes gain on sale of assets and other real estate transactions, including depreciation and impairment expense, increased to $1.79 in 2022.

2023 Outlook

We experienced a significant improvement in revenues and earnings during 2022.

However, current macroeconomic headwinds and concerns surrounding the potential for an economic slowdown are now competing with the lodging recovery.

Further improvement in operations will be dependent on our ability to maintain high-rated business in our resort markets, as well as the continued improvement of group, business transient and international inbound travel.

Rising interest rates, aimed at combating persistently high inflation, and geopolitical uncertainty have led to increased risks and elevated concerns surrounding the Federal Reserve’s ability to rein in inflation without significantly impairing economic growth.

While the pandemic had an outsized impact on our industry, particularly in luxury and upper upscale hotels in top U.S. markets, where a majority of our hotels are located, leisure travel continues to outperform expectations due to pent-up demand, high personal savings and waning virus fears.

There was a significant acceleration in group and business transient demand in the second half of 2022, leading to improving trends in our urban markets.

For periods starting on or after January 1, 2023, we will cease presentation of All Owned Hotel results, and return to a comparable hotel presentation for our hotel level results.

We believe this will provide investors with a better understanding of underlying growth trends for our current portfolio, without impact from properties that experienced closures due to renovations or property damage sustained.

We will remove Hyatt Regency Coconut Point Resort and Spa and The Ritz-Carlton, Naples from our comparable operations for 2023 due to closures caused by Hurricane Ian.

Based on the trends noted, we expect comparable Hotel RevPAR growth between 2.0% and 8.0% for the full year 2023.

We note that performance in the first quarter of 2022 was negatively impacted by the Omicron variant, resulting in easier comparisons for the first quarter of 2023, which we expect to bolster full-year growth relative to 2022.

We expect more comparative performance in the remaining quarters of the year, which will be heavily influenced by the overall macroeconomic environment.

Additionally, margins are expected to decline compared to 2022, driven by wage inflation, closer to stable staffing levels, higher insurance and utility expenses, lower attrition and cancelation fees, and occupancy below 2019 levels.

Acquisitions. During 2022, we acquired the 125-room Four Seasons Resort and Residences Jackson Hole for $315 million.

The resort also features an additional 44 private residences, the owners of which may participate in a rental program through the resort.

Dispositions*.* We completed the sale of four hotels in 2022 for a total price of $672 million, including bridge loans issued to buyers of $413 million and including $3 million of FF&E replacement funds retained by us.

Subsequent to year end, we amended and restated our $2.5 billion credit facility, extending the maturity dates of both the revolver and outstanding term loans and maintaining similar terms to the prior facility.

Business travelers make up the majority of transient demand at our hotels.

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

However, due to the effects of the COVID-19 pandemic, demand during the period April 2020 to present primarily has been driven by leisure customers.

COVID-19 Impact and Response. The COVID-19 pandemic has significantly adversely impacted U.S. and global economic activity and has contributed to significant volatility in financial markets beginning in the first quarter of 2020.

While many of the restrictive measures put in place in jurisdictions where we own hotels have been lifted, the pandemic continues to have a material adverse effect on operations and future bookings and is expected to continue to have a material negative impact on our financial results and cash flows.

In response to the pandemic, we and our managers, as applicable, have accomplished the following actions:

Reopened all hotels that had suspended operations at the start of the COVID-19 pandemic*;*

Implemented portfolio-wide cost reductions, resulting in a reduction of pro forma hotel operating costs across the portfolio by nearly 40% in 2021, compared to 2019.

While we expect that certain initiatives, including modernized brand standards, streamlined operating departments and accelerated adoption of cost-saving technologies, may lead to long-term expense reductions, we also expect hotel operating costs to increase more in line with total revenues over time as hotels continue to transition from their contingency level operational plans to increased staffing and spending levels;

Suspended contributions to certain of our hotels’ FF&E escrow accounts through December 31, 2021, which were reinstated beginning in 2022;

Accessed the full $1.5 billion under the revolver portion of the credit facility in 2020, as a precautionary measure in order to increase our cash position and preserve financial flexibility, and subsequently repaid $800 million in 2021 and the remainder in 2022, as operations began to recover and we returned to cash flow positive hotel operating results;

Further amended the credit agreement governing our $1.5 billion revolving credit facility and two $500 million term loans in 2021.

Under the amendments, the quarterly-tested financial covenants were waived beginning July 1, 2020 until the required financial statement reporting date for the second quarter of 2022.

As a result of improving operations during the year, we were able to exit the waiver period following submission of our September 2021 results, and will be required to meet the modified financial covenants, under the terms of the amendment, through the end of 2022; and

Suspended regular quarterly common cash dividends beginning with the second quarter of 2020 through the fourth quarter of 2021 and stock repurchases until further notice.

All future dividends are subject to approval by the Board of Directors.

We have not filed for any relief under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) or the American Rescue Plan Act; however, several of our operators, including Hyatt and Marriott, have filed for the Employee Retention Credit (“ERC”) to partially offset the costs of their furloughed hotel employees under Title II of the CARES Act.

Benefits received by our operators from the ERC related to their employees working at our hotels ultimately benefit us as we bear the expense for the wages and benefits of all persons working at our hotels.

The impact of the COVID-19 pandemic on the company remains fluid, as does our corporate and property-level response, together with the response of our hotel operators.

While vaccination rates have increased during the year, there remains a great deal of uncertainty surrounding the trends and duration of the COVID-19 pandemic, including the potential impact of new variants, and we are monitoring developments on an ongoing basis.

We, and our hotel managers, may take additional actions in response to future developments.

| Net loss | | | (11 | ) | | | (741 | ) | | | 98.5 | % |

| All owned hotel revenues (pro forma) ⁽¹⁾ | | $ | 2,933 | | | $ | 1,678 | | | | 74.8 | % |

Following unprecedented occupancy declines in 2020, RevPAR experienced sequential quarterly growth throughout 2021, resulting in year over year RevPAR improvements in all of our markets and Total RevPAR improvements in all but one market, compared to 2020.

While the portfolio as a whole continues to lag 2019 operations, all owned hotel Total RevPAR in our Miami market led the portfolio, with an increase of 9.3%, compared to 2019, followed by our Jacksonville and Maui/Oahu markets with decreases of 0.7% and 9.4%, respectively, compared to 2019.

The strong relative performance of these markets was driven primarily by continued leisure demand at our resort properties, which has allowed our operators to drive average room rates in excess of 2019 levels.

Our Florida Gulf Coast and Phoenix hotels also outperformed the portfolio, with declines of 12.6% and 17.4%, respectively, compared to 2019.

Our hotels in San Francisco/San Jose and New York, our two largest markets by room count, experienced declines of 75.3% and 69.8%, respectively, compared to 2019, due to the slow return of group and business travel at our urban hotels.

Operating trends improved sequentially throughout the year, as vaccine distribution has continued and jurisdictions have lessened COVID-19 restrictions.

In particular, resort destinations continue to drive the portfolio, with RevPAR levels that are approaching or exceeding 2019 levels.

The lag in hiring is due to the challenging labor environment across the industry, which has hindered our managers' ability to adjust staffing levels commensurate with the increase in demand.

We anticipate that hotel-level operating costs over time will increase at a higher rate, as our hotel managers adjust back to more normalized levels of operations.

Net loss for Host Inc. was reduced by $730 million in 2021 to a loss of $11 million.

Operations improved throughout the year, with the fourth quarter being the strongest for each of net income, Adjusted EBITDA*re* and Adjusted FFO per diluted share.

2022 Outlook

The COVID-19 pandemic continues to severely impact macroeconomic and industry expectations for 2022.

While year-over-year growth in real GDP and business investment for 2021 saw a strong rebound from 2020, rising case rates, new virus variants, accelerating inflation and the associated policy response pose ongoing risks in the coming year.

As a result, RevPAR recovery to pre-pandemic levels is lagging that of the broader U.S. economy, despite lower supply growth.

Luxury and upper upscale hotels in top U.S. markets, where a majority of our hotels are located, have been most heavily affected by the pandemic, due in part to the sharp decline in air travel, particularly from international arrivals, and the slower recovery of corporate and group demand.

While we have seen improving trends across all location types, we anticipate that these factors will persist well into 2022.

As of February [removed: 18, 2022,] [added: 17, 2023,] we do not have any interest rate derivatives outstanding.

The interest payments on [removed: 66%] [added: 76%] 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 [removed: $17] [added: $10] million in [removed: 2022.][added: 2023.]

| | | [removed: 2022 | | | |] 2023 | | | | 2024 | | | | 2025 | | | | 2026 | | | | [added: 2027 | | | |] Thereafter | | | | Total | | | | Fair Value | | |

| Average interest rate | | | 3.9 | % | | | [removed: 3.9] [added: 3.8] | % | | | 3.8 | % | | | [removed: 3.8] [added: 3.6] | % | | | 3.6 | % | | | 3.6 | % | | | | | | | | |

| Average interest rate ⁽²⁾ | | | [removed: 1.3] [added: 5.7] | % | | | [removed: 1.3] [added: 5.7] | % | | | [removed: 1.4] [added: —] | % | | | [removed: 1.4] [added: —] | % | | | [removed: —] [added: 5.7] | % | | | [removed: —] [added: 5.7] | % | | | | | | | | |

The amounts are net of unamortized [removed: discounts] [added: discounts, premiums] and deferred financing costs; therefore, negative amounts prior to maturity represent the amortization of original issue discounts and deferred financing costs.

The interest rate for our floating rate payments is based on the rate in effect as of December 31, [removed: 2021.][added: 2022.]

For [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] revenues from our consolidated foreign operations were [removed: $24] [added: $71] million and [removed: $20] [added: $24] million, respectively, or approximately 1% of our total revenues.

In replacement of the maturing [removed: contract,] [added: contracts,] we entered into [removed: a] [added: three] new foreign currency forward purchase [removed: contract,] [added: contracts] with [removed: a] [added: the same] total notional amount of CAD [removed: 25] [added: 99] million [removed: ($20] [added: ($75] million), [removed: that matures] [added: which will mature] in August [removed: 2022.][added: and September 2023.]

As of December 31, [removed: 2021,] [added: 2022,] the fair value of these contracts was [removed: immaterial.][added: $2.0 million.]

| Fixed rate ⁽¹⁾ | | $ | (3 | ) | | $ | 402 | | | $ | 498 | | | $ | 399 | | | $ | 87 | | | $ | 1,838 | | | $ | 3,221 | | | $ | 2,868 | |

| Variable rate ⁽¹⁾ | | $ | (5 | ) | | $ | (1 | ) | | $ | — | | | $ | — | | | $ | 500 | | | $ | 500 | | | $ | 994 | | | $ | 1,000 | |

| Total debt | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 4,215 | | | $ | 3,868 | |

Maturity dates related to the outstanding credit facility term loans reflect the extensions provided by the amended and restated credit facility agreement effective January 4, 2023.

In the first quarter of 2022, three foreign currency forward purchase contracts matured, with a total notional amount of CAD 99 million ($79 million), and we received $0.2 million in the aggregate upon settlement of these contracts.

We replaced these contracts with new forward purchase contracts with the same notional amount that expired in the third quarter of 2022, and we received $3.4 million in the aggregate upon settlement of these contracts.

| Fixed rate ⁽¹⁾ | | $ | (3 | ) | | $ | (3 | ) | | $ | 402 | | | $ | 498 | | | $ | 398 | | | $ | 1,926 | | | $ | 3,218 | | | $ | 3,365 | |

| Variable rate ⁽¹⁾ | | $ | (5 | ) | | $ | (5 | ) | | $ | 1,183 | | | $ | 500 | | | $ | — | | | $ | — | | | $ | 1,673 | | | $ | 1,683 | |

| Total debt | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 4,891 | | | $ | 5,048 | |

Subsequent to year end, one foreign currency forward purchase contract matured, with a total notional amount of CAD 25 million ($20 million), for which we paid an immaterial amount upon settlement.

We have two other foreign currency forward purchase contracts, with a total notional amount of CAD 74 million ($59 million), that mature in March 2022.

As of February 17, [removed: 2022,] [added: 2023,] our consolidated lodging portfolio consists of [removed: 80] [added: 78] primarily luxury and upper-upscale hotels containing approximately [removed: 44,400] [added: 42,200] rooms, with substantially all located in the United States (five of the hotels are located outside of the U.S. in Brazil and Canada).

In addition, we own non-controlling interests in [removed: five] [added: seven] domestic and one international joint ventures that [removed: primarily own hotels.][added: focus on the lodging industry, see " - Other Real Estate Interests" for a further description.]

Host Inc. owns 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 the partnership interests (“OP units”) as of December 31, [removed: 2021.][added: 2022.]

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

[removed: We] [added: While we] have historically targeted acquisitions in the top 25 U.S. [removed: markets but] [added: markets, we] also consider hotels in other markets which we believe have high growth potential and diverse demand generators.

*Resorts* in [added: destination] locations with [removed: strong airlift and] limited supply growth.

These assets feature superior amenities and [removed: are operated by premier operators;][added: unique experiential offerings;]

For [removed: 2022,] [added: 2023,] we will continue our disciplined approach to capital allocation and intend to take advantage of our strong balance sheet and overall scale.

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

The Real Estate Sustainability Accounting Standard issued by the Sustainability Accounting Standards Board (“SASB”) (now [added: maintained by] the [removed: Value] [added: International Sustainability Standards Board under the International Financial] Reporting [added: Standards] Foundation) outlines the disclosure topics and accounting metrics for the real estate industry.

The charts below detail our [added: third party verified] Total Energy Consumption and Total Water Consumption for [removed: 2018] [added: 2019] through [removed: 2020,] [added: 2021,] the last three fiscal years for which data is available(1).

The declines in Total Energy Consumption and Total Water Consumption for 2020 reflect the significant decrease in occupancy at our hotels as a result of the COVID-19 [removed: pandemic:][added: pandemic, while the increases in 2021 reflect the return of business:]

[removed:  ][added:  ]

Our [removed: 2021] [added: 2022] Corporate Responsibility Report, which details our CR program and responsible investment strategy, along with our environmental, social and governance performance and [removed: progress, including] [added: framework for our 2050 vision, as well as] full SASB [removed: disclosure,] [added: disclosure and EEO-1 report,] was issued in September [removed: 2021.][added: 2022.]

The charts below detail the historical supply, demand and revenue per available room (“RevPAR”) growth for the U.S. lodging industry and for the U.S. luxury and upper upscale categories for 2017 to [removed: 2021.][added: 2022.]

[removed: ][added: ]

*Source: STR [removed: *2020 &] [added: *2020,] 2021 [added: & 2022] Supply, Demand and RevPAR estimates reflect economic methodology that [removed: assumes no] [added: does not remove room counts for any] temporary hotel [removed: closures*][added: closures.*]

[removed: ][added: ]

Historically, business travelers have made up the majority of transient demand at our hotels, although leisure has driven the majority of our demand during the COVID-19 pandemic in 2020 [removed: and 2021.][added: through 2022, with business transient seeing an accelerated recovery in the second half of 2022.]

*General Terms and Provisions* – Agreements governing our hotels that are managed by brand owners (Marriott, Hyatt, [removed: Hilton] [added: Hilton, Four Seasons] and AccorHotels) typically include the terms described below:

Host Inc. operates through an umbrella partnership structure in which substantially all its assets are owned by Host L.P., of which Host Inc. is the sole general partner and holds approximately 99% of the OP units as of December 31, [removed: 2021.][added: 2022.]

As of December 31, [removed: 2021,] [added: 2022,] unaffiliated limited partners owned [removed: 7.1] [added: 10.0] million OP units, which were convertible into [removed: 7.2] [added: 10.2] million Host Inc. common shares.

Assuming that all OP units held by unaffiliated limited partners were converted into common shares, there would have been [removed: 721.3] [added: 723.6] million common shares of Host Inc. outstanding at December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

As of February 17, [removed: 2022,] [added: 2023,] we owned a portfolio of [removed: 80] [added: 78] hotels, of which [removed: 75] [added: 73] are in the United States and five are located in Brazil and Canada.

Approximately 1% of our revenues in [added: 2022,] 2021 and [removed: 2020, and 2% in 2019,] [added: 2020] were attributed to the operations of these five foreign hotels.

Our portfolio primarily consists of luxury and upper upscale properties, which are operated under internationally recognized brand names such as Marriott, Westin, Ritz-Carlton, [removed: Hyatt] [added: Hyatt, Four Seasons] and Hilton.

While approximately [removed: 64.3%] [added: 61%] of our revenues in [removed: 2021] [added: 2022] were generated from rooms sales, the majority of our properties feature a variety of amenities that help drive demand and profitability.

Our consolidated portfolio includes [removed: 29] [added: 28] hotels that have more than 500 rooms.

In our consolidated portfolio, approximately [removed: 88%] [added: 87%] of our hotels, by room count, are managed by their own brand managers, and [removed: 12%] [added: 13%] are managed by independent managers as a franchise or as an independent brand.

By Brand. The following table details our consolidated hotel portfolio by brand as of February 17, [removed: 2022:][added: 2023:]

| Ritz-Carlton | | | 5 | | | | 1,890 | | | | [removed: 11.5] [added: 8.2] | |

| Autograph Collection | | | 2 | | | | 500 | | | | [removed: 0.6] [added: 0.8] | |

| Tribute Portfolio | | | 1 | | | | 173 | | | | [removed: —] [added: 0.4] | |

| JW Marriott | | | 4 | | | | 1,909 | | | | [removed: 2.8] [added: 3.1] | |

| Luxury Collection | | | 1 | | | | 645 | | | | [removed: 5.2] [added: 4.1] | |

| Westin | | | 8 | | | | 3,968 | | | | [removed: 6.7] [added: 7.5] | |

| Andaz | | | 1 | | | | 321 | | | | [removed: 3.2] [added: 2.2] | |

| Grand Hyatt | | | 4 | | | | 3,633 | | | | [removed: 5.7] [added: 7.8] | |

| Hyatt Place | | | 1 | | | | 426 | | | | [removed: 0.8] [added: 0.7] | |

*Source: STR *2020, 2021 & 2022 Supply, Demand and RevPAR estimates reflect economic methodology that does not remove room counts for any temporary hotel closures.*

| Marriott | | | 26 | | | | 19,026 | | | | 34.7 | % |

| W | | | 1 | | | | 424 | | | | 0.6 | |

| Sheraton | | | 1 | | | | 370 | | | | 0.4 | |

| Total Marriott | | | 51 | | | | 29,302 | | | | 60.4 | |

| Alila | | | 1 | | | | 59 | | | | 1.0 | |

| Four Seasons | | | 2 | | | | 569 | | | | 4.5 | |

| Other/Independent | | | 4 | | | | 1,252 | | | | 7.1 | |

| | | | 78 | | | | 42,214 | | | | 99.3 | % |

| Arizona | | | | | | Maryland | | | | |

| California | | | | | | Minnesota | | | | |

| Alila Ventana Big Sur | | | 59 | | | Minneapolis Marriott City Center | | | 585 | |

| Axiom Hotel | | | 152 | | | New Jersey | | | | |

| San Francisco Marriott Marquis ⁽¹⁾ | | | 1,500 | | | Pennsylvania | | | | |

| Colorado | | | | | | Hotel Van Zandt | | | 319 | |

| Florida | | | | | | JW Marriott Houston by The Galleria | | | 516 | |

| 1 Hotel South Beach | | | 433 | | | Marriott San Antonio Riverwalk | | | 512 | |

| Miami Marriott Biscayne Bay | | | 600 | | | Hyatt Regency Reston | | | 518 | |

| The Don CeSar | | | 348 | | | The Westin Seattle | | | 891 | |

| The Ritz-Carlton Naples, Tiburón | | | 295 | | | Grand Hyatt Washington | | | 897 | |

| Hawaii | | | | | | Wyoming | | | | |

| Andaz Maui at Wailea Resort | | | 321 | | | Four Seasons Resort and Residences Jackson Hole | | | 125 | |

| Swissôtel Chicago | | | 662 | | | Calgary Marriott Downtown Hotel | | | 388 | |

| Louisiana | | | | | | Total | | | 42,214 | |

We invested an aggregate of $35 million of cash and issued approximately $56 million of Host L.P.

We also own non-controlling interests in a timeshare joint venture in Hawaii and in a joint venture that owns an asset management business.

Beginning in 2015, we contracted with a third-party to provide further verification of our energy and water consumption data.

Therefore, in general we will likely be more affected by trends in business travel than trends in leisure demand.

| Marriott | | | 27 | | | | 19,275 | | | | 26.6 | % |

| W | | | 1 | | | | 424 | | | | 0.5 | |

| Sheraton | | | 2 | | | | 2,150 | | | | 2.3 | |

| Total Marriott | | | 53 | | | | 31,331 | | | | 56.8 | |

| Alila | | | 1 | | | | 59 | | | | 0.6 | |

| Four Seasons | | | 1 | | | | 444 | | | | 3.3 | |

| Other/Independent | | | 5 | | | | 1,495 | | | | 9.0 | |

| | | | 80 | | | | 44,361 | | | | 96.2 | % |

| Arizona | | | | | | Louisiana | | | | |

| Alila Ventana Big Sur | | | 59 | | | The Westin Waltham Boston | | | 351 | |

| Axiom Hotel, San Francisco | | | 152 | | | Minnesota | | | | |

| San Francisco Marriott Marquis ⁽¹⁾ | | | 1,500 | | | Sheraton New York Times Square Hotel | | | 1,780 | |

| Colorado | | | | | | Philadelphia Airport Marriott ⁽¹⁾ | | | 419 | |

| Denver Marriott Tech Center | | | 605 | | | The Logan | | | 391 | |

| Denver Marriott West ⁽¹⁾ | | | 305 | | | Texas | | | | |

| Miami Marriott Biscayne Bay | | | 600 | | | The Laura Hotel, Houston | | | 223 | |

| The Don CeSar | | | 348 | | | Hyatt Regency Reston | | | 518 | |

| The Ritz-Carlton Golf Resort, Naples | | | 295 | | | The Westin Seattle | | | 891 | |

| YVE Hotel Miami | | | 243 | | | W Seattle | | | 424 | |

| Georgia | | | | | | Washington, D.C. | | | | |

| Andaz Maui at Wailea Resort | | | 321 | | | Washington Marriott at Metro Center | | | 459 | |

| Chicago Marriott Suites Downers Grove | | | 254 | | | Canada | | | | |

| The Westin Chicago River North | | | 445 | | | Total | | | 44,361 | |

Group funds and other revenue-based activities, (b) 40% of the gross carried interest earned on the funds beginning as of closing, and (c) proceeds received from general partner commitments to future funds.

Since 2012, we have contributed approximately $87 million to the Maui JV, which includes the contribution of land valued at $36 million.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

| Host Hotels & Resorts, Inc. | | Common Stock, $.01 par value [removed: (714,150,096] [added: (713,479,055] shares outstanding as of February [removed: 18, 2022)] [added: 17, 2023)] | | HST | | The Nasdaq Stock Market LLC |

| Host Hotels & Resorts, L.P. | | Units of limited partnership interest [removed: 699,123,098] [added: 708,445,021] units outstanding as of February [removed: 18, 2022)] [added: 17, 2023)] | | |

The aggregate market value of common shares held by non-affiliates of Host Hotels & Resorts, Inc. (based on the closing sale price on the [removed: New York] [added: NASDAQ] Stock [removed: Exchange)] [added: Market)] on June 30, [removed: 2021] [added: 2022] was [removed: $12,045,958,569.][added: $11,071,609,255.]

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: 19, 2022] [added: 18, 2023] 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: 2021] [added: 2022] 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: 2021.][added: 2022.]

| Item 1A. | [Risk Factors](#item_1a_risk_factors) | [removed: 17] [added: 19] |

| Item 1B. | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | [removed: 30] [added: 31] |

| Item 2. | [Properties](#item_2_properties) | [removed: 30] [added: 31] |

| Item 3. | [Legal Proceedings](#item_3_legal_proceedings) | [removed: 30] [added: 31] |

| Item 4. | [Mine Safety Disclosures](#item_4_mine_safety_disclosures) | [removed: 30] [added: 31] |

| Item 5. | [Market for Registrant’s Common Stock, Related Stockholder Matters and Issuer Purchases of Equity Securities for Host Inc.](#item_5_market_for_registrants_common_sto) | [removed: 32] [added: 33] |

| | [Market for Registrant’s Common Units, Related Unitholder Matters and Issuer Purchases of Equity Securities for Host L.P.](#item_5_market_for_registrants_common_op_) | [removed: 33] [added: 34] |

| Item 6. | [Reserved](#item_6_selected_financial_data_host_hote) | [removed: 33] [added: 34] |

| Item 7. | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#item_7_managements_discussion_analysis_f) | [removed: 34] [added: 35] |

| Item 7A. | [Quantitative and Qualitative Disclosures about Market Risk](#item_7a___quantitative_qualitative_discl) | [removed: 62] [added: 65] |

| Item 8. | [Financial Statements and Supplementary Data](#item_8___financial_statements_supplement) | [removed: 63] [added: 66] |

| Item 9. | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#item_9_changes_in_disagreements_with_acc) | [removed: 104] [added: 109] |

| Item 9A. | [Controls and Procedures](#item_9a_controls_procedures) | [removed: 104] [added: 109] |

| Item 9B. | [Other Information](#item_9b_or_information) | [removed: 104] [added: 109] |

| Item 9C. | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#item_9c) | [removed: 104] [added: 109] |

| Item 10. | [Directors, Executive Officers and Corporate Governance](#item_10_directors_executive_ficers_corpo) | [removed: 105] [added: 110] |

| Item 11. | [Executive Compensation](#item_11_executive_compensation) | [removed: 105] [added: 110] |

| Item 12. | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder and Unitholder Matters](#item_12_security_ownership_certain_benef) | [removed: 105] [added: 110] |

| Item 13. | [Certain Relationships and Related Transactions, and Director Independence](#item_13_certain_relationships_related_tr) | [removed: 105] [added: 110] |

| Item 14. | [Principal Accounting Fees and Services](#item_14_principal_accounting_fees_servic) | [removed: 105] [added: 110] |

| Item 15. | [Exhibits and Financial Statement Schedules](#item_15_exhibits_financial_statement_sch) | [removed: 106] [added: 111] |

| Item 16. | [Form 10-K Summary](#item_16form10ksumary) | [removed: 109] [added: 114] |

Our disclosure and analysis in this [removed: 2021] [added: 2022] Annual Report on Form 10-K and in Host Inc.’s [removed: 2021] [added: 2022] Annual Report to Stockholders contain some forward-looking statements that set forth anticipated results based on management’s plans and assumptions.

In particular, these forward-looking statements include those relating to future actions, future acquisitions or dispositions, future capital expenditures plans, future performance or results of current and anticipated expenses, interest rates, foreign exchange rates or the outcome of contingencies, such as legal [removed: proceedings.][added: proceedings or insurance gains/losses.]

In the following table, we set forth certain information regarding those persons currently serving as executive officers of Host Inc. as of February 17, [removed: 2022.][added: 2023.]

| Richard E. Marriott *Chairman of the Board* | | [removed: 83] [added: 84] | | 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: 66] [added: 67] | | James F. Risoleo joined our company in 1996 as senior vice president for acquisitions. He has served in various capacities with the company, including executive vice president and chief investment officer, managing director of the company's European and west coast investment activities, and culminating in his service as president and chief executive officer beginning in January 2017. |

| Sourav Ghosh *Executive Vice President and* *Chief Financial Officer* | | [removed: 45] [added: 46] | | Sourav Ghosh joined our company in 2009 as vice president of business intelligence & portfolio strategy. In 2017, he became the head of strategy & analytics and in 2020 he became chief financial officer and treasurer. |

| Julie P. Aslaksen *Executive Vice President,* *General Counsel and Secretary* | | [removed: 47] [added: 48] | | 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") 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. |

| [removed: Joanne G. Hamilton] [added: Mari Sifo] *Executive Vice President,* [removed: *Human] [added: *Chief Human] Resources [removed: and Corporate Responsibility*] [added: Officer*] | | [removed: 64] [added: 41] | | [removed: Joanne G. Hamilton] [added: Mari Sifo] joined our company as executive vice president, [added: chief] human resources [added: officer] in [removed: January 2010.] [added: November 2022.] Prior to joining our company, she was the chief human resource officer for [removed: Beers & Cutler] [added: SWM International] from [removed: 2007] [added: 2018] to [removed: 2010.] [added: 2022; senior director, human resources at CP Kelco from 2015 to 2018; and human resources, director at Mondelez International from 2014 to 2015.] |

| Michael E. Lentz *Executive Vice President* *Development, Design & Construction* | | [removed: 58] [added: 59] | | Michael E. Lentz joined our company in March 2016 as managing director, global development, design and construction. In February 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. |

| Joseph C. Ottinger *Senior Vice President,* *Corporate Controller* | | [removed: 45] [added: 46] | | Joseph C. Ottinger joined our company in August 1999, where he has held a series of financial reporting positions with increasing responsibilities. In 2012, he was promoted to vice president, financial reporting and became assistant controller in 2017. On January 1, 2021, Mr. Ottinger began serving as senior vice president and corporate controller. |

| Nathan S. Tyrrell *Executive Vice President,* *Chief Investment Officer* | | [removed: 49] [added: 50] | | 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. |

As of February [removed: 18, 2022,] [added: 17, 2023,] there were [removed: 16,476] [added: 15,832] holders of record of Host Inc.’s common stock.

As of February [removed: 18, 2022,] [added: 17, 2023,] there were [removed: 1,135] [added: 1,094] limited partners of Host L.P. (in addition to Host Inc.).

Comparison of Five-Year Cumulative Stockholder Returns [removed: 2016] [added: 2017] – [removed: 2021][added: 2022]

[removed: ][added: ]

| | [removed: 2016 | | | |] 2017 | | | | 2018 | | | | 2019 | | | | 2020 | | | | 2021 | | | [added: | 2022 | | |]

Fourth Quarter [removed: 2021] [added: 2022] Host Inc. Purchases of Equity Securities

[added: 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, accelerated share repurchases, forwards, options and similar transactions, and [removed: through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Act of 1934, as amended.]

The number of holders of record of Host L.P.’s common OP units on February [removed: 18, 2022] [added: 17, 2023] was [removed: 1,135.][added: 1,094.]

The number of outstanding common OP units as of February [removed: 18, 2022] [added: 17, 2023] was [removed: 699,123,098,] [added: 708,445,021,] of which [removed: 688,912,056] [added: 698,474,425] were owned by Host Inc.

Fourth Quarter [removed: 2021] [added: 2022] Host L.P. Purchases of Equity Securities

| October 1, [removed: 2021] [added: 2022] – October 31, [removed: 2021] [added: 2022] | | | [removed: 14,556] [added: 65,781] | | * | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | | | — | | | | — | |

| November 1, [removed: 2021] [added: 2022] – November 30, [removed: 2021] [added: 2022] | | | [removed: —] [added: 24,186] | | * | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | | | — | | | | — | |

| December 1, [removed: 2021] [added: 2022] – December 31, [removed: 2021] [added: 2022] | | | [removed: 1,708] [added: 1,767,450] | | [removed: *] | 1.021494 shares of Host Hotels & Resorts, Inc. common stock | | | — | | | | — | |

| Host Hotels & Resorts, Inc. | $ | 100.00 | | | $ | 87.80 | | | $ | 102.36 | | | $ | 82.14 | | | $ | 97.63 | | | $ | 93.13 | |

| NAREIT Lodging Index | $ | 100.00 | | | $ | 87.18 | | | $ | 100.82 | | | $ | 77.03 | | | $ | 91.07 | | | $ | 77.13 | |

| S&P 500 Index | $ | 100.00 | | | $ | 95.62 | | | $ | 125.72 | | | $ | 148.85 | | | $ | 191.58 | | | $ | 156.88 | |

On August 3, 2022, the Board of Directors authorized an increase in the amount authorized under our share repurchase program from the existing $371 million remaining available to $1 billion.

through one or more trading plans designed to comply with Rule 10b5-1 under the Securities Act of 1934, as amended.

| October 1, 2022 – October 31, 2022 | | | — | | | $ | — | | | | — | | | $ | 1,000 | |

| November 1, 2022 – November 30, 2022 | | | — | | | | — | | | | — | | | | 1,000 | |

| December 1, 2022 – December 31, 2022 | | | 1,675,421 | | | | 15.93 | | | | 1,675,421 | | | | 973 | |

| Total | | | 1,675,421 | | | $ | 15.93 | | | | 1,675,421 | | | $ | 973 | |

| Total | | | 1,857,417 | | | | | | — | | | | — | |

Reflects (i) 1,711,432 common OP units repurchased to fund the repurchase by Host Inc. of 1,675,421 shares of common stock as part of its publicly announced share repurchase program, and (ii) 56,018 common OP units redeemed by holders in exchange for shares of Host Inc.’s common stock.

Under the terms of our credit facility amendment, redemptions must be made with Host Inc. common stock if our leverage ratio exceeds 7.25:1.00, calculated on a trailing twelve month basis.

| Host Hotels & Resorts, Inc. | $ | 100.00 | | | $ | 110.22 | | | $ | 96.83 | | | $ | 112.94 | | | $ | 90.69 | | | $ | 107.79 | |

| NAREIT Lodging Index | $ | 100.00 | | | $ | 107.16 | | | $ | 93.43 | | | $ | 108.05 | | | $ | 82.55 | | | $ | 97.59 | |

| S&P 500 Index | $ | 100.00 | | | $ | 121.83 | | | $ | 116.49 | | | $ | 153.17 | | | $ | 181.35 | | | $ | 233.41 | |

On February 22, 2017, Host Inc. announced a program to repurchase up to $500 million of its common 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

| October 1, 2021 – October 31, 2021 | | | — | | | $ | — | | | | — | | | $ | 371 | |

| November 1, 2021 – November 30, 2021 | | | — | | | | — | | | | — | | | | 371 | |

| December 1, 2021 – December 31, 2021 | | | — | | | | — | | | | — | | | | 371 | |

| Total | | | — | | | $ | — | | | | — | | | $ | 371 | |

| Total | | | 16,264 | | | | | | — | | | | — | |

| [Reports of Independent Registered Public Accounting Firm (Host Hotels & Resorts, Inc.)](#report_independent_registered_public_acc) | [removed: 64] [added: 67] |

| [Report of Independent Registered Public Accounting Firm (Host Hotels & Resorts, L.P.)](#report_independent_2) | [removed: 67] [added: 70] |

| [Financial Statements of Host Hotels & Resorts, Inc.:](#host_hotels_resorts_inc_subsidiaries) | [removed: 69] [added: 72] |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#consolidated_balance_sheets)] [added: 2021](#consolidated_balance_sheets)] | [removed: 69] [added: 72] |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_operations)] [added: 2020](#consolidated_statements_operations)] | [removed: 70] [added: 73] |

| [Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_comprehensive_in)] [added: 2020](#consolidated_statements_comprehensive_in)] | [removed: 71] [added: 74] |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_equity)] [added: 2020](#consolidated_statements_equity)] | [removed: 72] [added: 75] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_cash_flows)] [added: 2020](#consolidated_statements_cash_flows)] | [removed: 73] [added: 78] |

| [Financial Statements of Host Hotels & Resorts, L.P.:](#host_hotels_resorts_lp_subsidiaries2) | [removed: 75] [added: 80] |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#consolidated_balance_sheets2)] [added: 2021](#consolidated_balance_sheets2)] | [removed: 75] [added: 80] |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_operations2)] [added: 2020](#consolidated_statements_operations2)] | [removed: 76] [added: 81] |

| [Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_comprehensive2)] [added: 2020](#consolidated_statements_comprehensive2)] | [removed: 77] [added: 82] |

| [Consolidated Statements of Capital for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_capital)] [added: 2020](#consolidated_statements_capital)] | [removed: 78] [added: 83] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#consolidated_statements_cash_flows2)] [added: 2020](#consolidated_statements_cash_flows2)] | [removed: 79] [added: 85] |

| [Notes to Consolidated Financial Statements (Host Hotels & Resorts, Inc. and Host Hotels & Resorts, [removed: L.P.)](#n1_summary_significant_accounting_polici)] [added: L.P.)](#notes_to_financial_statements)] | [removed: 81] [added: 87] |

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, Inc. and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February [removed: 24, 2022] [added: 22, 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

*Evaluation of [removed: recovery] [added: recoverability] of certain hotel properties*

As discussed in Notes 1 and 3 to the consolidated financial statements, property and equipment, less accumulated depreciation as of December 31, [removed: 2021,] [added: 2022,] was [removed: $9,994] [added: $9,748] million.

[removed: Due to the impact of the COVID-19 pandemic on its operations, the] [added: The] Company performed recoverability assessments on certain hotel properties.

Recoverability of hotel properties is measured by performing a comparison of the carrying amount of [removed: each] [added: certain] hotel [removed: property] [added: properties] to its expected undiscounted future cash flows over its remaining useful life.

Subjective auditor judgment was required in evaluating [removed: expected hold periods] [added: the key assumptions] used in the recoverability [removed: analyses for certain hotel properties.][added: analysis.]

We [removed: evaluated the design and] [added: also] tested [removed: the operating effectiveness of] certain internal controls [removed: over the impairment process, including controls] related to the identification and assessment of expected hold periods.

inquired of [removed: the Company] [added: management] and obtained written representations regarding [removed: status of] potential [added: property disposal] plans, if [removed: any, to dispose of individual hotel properties][added: any]

[removed: corroborated] [added: inquired about] the Company’s plans with [removed: others] [added: those] in the organization who are responsible for, and have authority over, potential disposition activities

inspected listings [removed: of hotel properties for sale] from external sources [removed: in order to identify information indicating a potential sale] of [removed: any of] [added: real estate properties for sale by] the [removed: Company’s hotel properties.][added: Company.]

We have audited Host Hotels & Resorts, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February [removed: 24, 2022] [added: 22, 2023] expressed an unqualified opinion on those consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Host Hotels & Resorts, L.P. [removed: and subsidiaries] (the Partnership) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of operations, comprehensive income (loss), capital, and cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.

[removed: Due to the impact of the COVID-19 pandemic on its operations, the] [added: The] Partnership performed recoverability assessments on certain hotel properties.

inquired of [removed: the Partnership] [added: management] and obtained written representations regarding [removed: status of] potential [added: property disposal] plans, if [removed: any, to dispose of individual hotel properties][added: any]

[removed: corroborated] [added: inquired about] the [removed: Partnership’s] [added: Partnership's] plans with [removed: others] [added: those] in the organization who are responsible for, and have authority over, potential disposition activities

inspected listings [removed: of hotel properties for sale] from external sources [removed: in order to identify information indicating a potential sale] of [removed: any of] [added: real estate properties for sale by] the [removed: Partnership’s hotel properties.][added: Partnership.]

December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

| | | December 31, [removed: 2021] [added: 2022] | | | | December 31, [removed: 2020] [added: 2021] | | |

| Property and equipment, net | | $ | [removed: 9,994] [added: 9,748] | | | $ | [removed: 9,416] [added: 9,994] | |

| Right-of-use assets | | | [removed: 551] [added: 556] | | | | [removed: 597] [added: 551] | |

The key assumptions include the undiscounted future cash flows of certain hotel properties, and the expected hold period used in the recoverability analyses for these hotel properties.

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

Additionally, the audit effort associated with the evaluation of the undiscounted cash flows for certain properties required specialized skills and knowledge.

We evaluated the design and tested the operating effectiveness of certain internal controls over the impairment process, including controls over the undiscounted future cash flows of certain hotel properties.

read minutes of the meetings of the Company's board of directors

compared management's assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity

We also involved valuation professionals with specialized skills and knowledge who assisted in assessing the undiscounted future cash flows of each hotel property by comparing the cash flows to publicly available market data.

February 22, 2023

February 22, 2023

As discussed in Notes 1 and 3 to the consolidated financial statements, property and equipment, less accumulated depreciation as of December 31, 2022, was $9,748 million.

Recoverability of hotel properties is measured by performing a comparison of the carrying amount of certain hotel properties to its expected undiscounted future cash flows over its remaining useful life.

Subjective auditor judgment was required in evaluating the key assumptions used in the recoverability analysis.

The key assumptions include the undiscounted future cash flows of certain hotel properties, and the expected hold period used in the recoverability analyses for these hotel properties.

A significant change to these assumptions could impact the Partnership's determination of the recoverability of the carrying value of certain hotel properties.

Additionally, the audit effort associated with the evaluation of the undiscounted cash flows for certain properties required specialized skills and knowledge.

We evaluated the design and tested the operating effectiveness of certain internal controls over the impairment process, including controls over the undiscounted future cash flows of certain hotel properties.

We also tested certain internal controls related to the identification and assessment of expected hold periods.

read minutes of the meetings of the general partner's board of directors

compared management's assessment of properties with potential shortened expected hold periods to information obtained from those in the organization responsible for disposition activity

We also involved valuation professionals with specialized skills and knowledge who assisted in assessing the undiscounted future cash flows of each hotel property by comparing the cash flows to publicly available market data.

February 22, 2023

| Advances to and investments in affiliates | | | 132 | | | | 42 | |

| Notes receivable | | | 413 | | | | — | |

| Cash and cash equivalents | | | 667 | | | | 807 | |

Years Ended December 31, 2022, 2021 and 2020

| Foreign currency translation and other comprehensive loss of unconsolidated affiliates | | | (2 | ) | | | (2 | ) | | | (18 | ) |

Years Ended December 31, 2022, 2021 and 2020

| | — | | | Net income | | | — | | | | — | | | | — | | | | 633 | | | | 1 | | | | 634 | | | | 9 | |

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

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

| | — | | | Common OP unit issuances | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 56 | |

| | 713.4 | | | Balance, December 31, 2022 | | $ | 7 | | | $ | 7,717 | | | $ | (75 | ) | | $ | (939 | ) | | $ | 5 | | | $ | 6,715 | | | $ | 164 | |

Years Ended December 31, 2022, 2021 and 2020

| Net income (loss) | | $ | 643 | | | $ | (11 | ) | | $ | (741 | ) |

| Depreciation and amortization | | | 664 | | | | 762 | | | | 665 | |

| Mortgage debt and other prepayments and scheduled maturities | | | (2 | ) | | | — | | | | — | |

Years Ended December 31, 2022, 2021 and 2020

On January 20, 2022, we entered into definitive agreements with Noble Investment Group, LLC, and certain other entities and persons related to Noble Investment Group, LLC, pursuant to which we made an investment in a joint venture with Noble Investment Group.

In connection with the investment, Host L.P. issued approximately 3.2 million OP units valued at approximately $56 million.

In connection with the sales of the Sheraton Boston Hotel in February 2022 and the Sheraton New York Times Square Hotel in April 2022, we issued bridge loans to the buyers for $163 million and $250 million, respectively.

Changes in expected hold periods could have an impact on the recoverability assessment for certain hotel properties.

examined documents to assess the Company’s plans, if any, to dispose of individual hotel properties

February 24, 2022

examined documents to assess the Partnership’s plans, if any, to dispose of individual hotel properties

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

| | 740.4 | | | Balance, December 31, 2018 | | $ | 7 | | | $ | 8,156 | | | $ | (59 | ) | | $ | (610 | ) | | $ | 72 | | | $ | 7,566 | | | $ | 128 | |

| | — | | | Net income | | | — | | | | — | | | | — | | | | 920 | | | | 2 | | | | 922 | | | | 10 | |

Non-cash consideration for the acquisition of the 1 Hotel South Beach in 2019 included the issuance of $23 million of preferred Host L.P. OP units and $3 million of common Host L.P. OP units.

In connection with the sale of the Chicago Marriott Suites O’Hare in 2019, we extended a $28 million bridge loan to the purchaser.

| | 724.8 | | | Balance, December 31, 2018 | | $ | 1 | | | $ | 7,552 | | | $ | (59 | ) | | $ | 72 | | | $ | 7,566 | | | $ | 128 | |

| | — | | | Net income | | | — | | | | 920 | | | | — | | | | 2 | | | | 922 | | | | 10 | |

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

Liquidity and Management’s Plans

The COVID-19 pandemic has had a significant adverse impact on U.S. and global economic activity and has contributed to significant volatility in financial markets beginning in the first quarter of 2020.

While many of the restrictive measures put in place in jurisdictions where we own hotels have been lifted, the COVID-19 pandemic continues to negatively impact the U.S. lodging industry generally and our company specifically.

At the start of the pandemic, we suspended operations at 35 hotels.

As of December 31, 2021, all hotels have resumed operations and are currently open.

While the U.S. economic recovery has accelerated and hotel operations have improved throughout the year, the pandemic continues to have a material negative impact on our financial results and cash flows.

During 2020, we drew $1.5 billion on the revolver portion of our credit facility as a precautionary measure in order to increase our cash position and preserve financial flexibility, and in 2021, repaid $800 million of this amount.

Subsequent to year end, we repaid the remaining $683 million outstanding under the revolver portion of our credit facility.

We continue to take measures to preserve our liquidity, including operating expense reductions, suspension of dividends through the end of 2021 and suspension of common stock repurchases.

We also reached agreements with our hotel managers to temporarily suspend furniture, fixture and equipment (“FF&E”) replacement fund contributions for our hotels and to defer certain hotel initiatives and brand standards.

Host Inc.’s sole significant asset is its investment

The unconsolidated partnership that owns the Philadelphia Marriott Downtown, of which we hold 11% of the limited partner interests, also is a VIE.

We also consider the effect of

During 2019, due to a reduction in expected hold periods, we recognized impairment expense of $14 million related to certain property and equipment and a right of use asset associated with an operating lease.

No other properties had triggering events warranting impairment testing.

See Note 13 - Fair Value Measurements.

remaining non-cancelable term of the contract.

value each reporting period.

| Jacksonville | | | 99 | | | | 54 | | | | 100 | |

| Boston | | | 78 | | | | 41 | | | | 303 | |

| | | | 18,449 | | | | 18,279 | |

| | | $ | 9,994 | | | $ | 9,416 | |

| | | As of December 31, 2020 | | | | | | | | | | | | | | | | | | | | |

| Total | | | | | | $ | 21 | | | $ | 145 | | | $ | 442 | | | $ | 10 | | | |

In 2020, our Maui timeshare joint venture recorded a $21 million impairment expense, of which our share was $14 million, on its inventory of timeshare units.

This impairment expense is reflected through equity in (earnings) losses of affiliates on our consolidated statements of operations.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host Inc. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based on the *Internal Control—Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for Host L.P. With the participation of Host Inc.’s Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] based on the *Internal Control–Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2022.

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Certain information called for by Items 10-14 is incorporated by reference from Host Inc.’s [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Stockholders entitled “Proposal One: Election of Directors.” See Part I “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: 2022] [added: 2023] 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 [removed: 2022] [added: 2023] Annual Meeting of Stockholders entitled “Delinquent Section 16(a) Reports.”

The Code is available at the [added: Corporate] Governance section of our website at www.hosthotels.com.

The information required by this item is incorporated by reference to the sections of Host Inc.’s definitive Proxy Statement for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders entitled: “Compensation Discussion and Analysis,” “Executive Officer Compensation,” “Director Compensation,” “Corporate Governance and Board Matters—Culture and Compensation Committee Interlocks and Insider Participation” and “Report of the Culture and Compensation 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Annual Meeting of Stockholders entitled “Proposal Two-Ratification of Appointment of Independent Registered Public Accountants – Principal Accountant Fees and Services.”

| 3.1A | | | | [removed: [Third] [added: [Fourth] Amended and Restated Agreement of Limited Partnership of Host Hotels & Resorts, L.P. [added: dated October 31, 2022] (incorporated by reference to Exhibit [removed: 3.1] [added: 3.1A] of Host Hotels & Resorts, [added: Inc. and Host Hotels & Resorts,] L.P.’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2006,] [added: September 30, 2022,] filed on [removed: March 1, 2007).](https://www.sec.gov/Archives/edgar/data/1061937/000119312507044447/dex31.htm)] [added: November 4, 2022).](https://www.sec.gov/Archives/edgar/data/1070750/000095017022022127/hst-ex3_1a.htm)] |

| 3.2 | | | | [Amended and Restated Bylaws of Host Hotels & Resorts, Inc., effective [removed: November 21, 2016] [added: February 8, 2023] (incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] of Host Hotels & Resorts, Inc.’s [removed: and Host Hotels & Resorts, L.P.’s Quarterly] [added: Current] Report on Form [removed: 10-Q for the period ended March 31, 2017,] [added: 8-K,] filed on [removed: May 2, 2017).](https://www.sec.gov/Archives/edgar/data/1061937/000156459017008108/hst-ex31_480.htm)] [added: February 13, 2023).](https://www.sec.gov/Archives/edgar/data/1070750/000095017023002530/hst-ex3_2.htm)] |

| 4.4 | | | | [First Supplemental Indenture, dated May 15, 2015, by and between Host Hotels & Resorts, L.P. and The Bank of New York Mellon, as trustee, to the Indenture dated May 15, 2015 (incorporated by reference to Exhibit 4.2 to Host Hotels & Resorts, Inc. and Host Hotels [removed: &Resorts,] [added: & Resorts,] L.P. Current Report on Form 8-K, filed May 18, 2015).](https://www.sec.gov/Archives/edgar/data/1061937/000119312515191992/d926622dex42.htm) |

| 10.8 | | [removed: [Fifth] [added: [Sixth] Amended and Restated Credit Agreement, dated as of [removed: August 1, 2019,] [added: January 4, 2023,] among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, N.A., as co-syndication agents, and various other agents and lenders (incorporated by reference to Exhibit 10.1 to [added: the combined Current Report on Form 8-K of] Host Hotels & Resorts, Inc. and Host Hotels & Resorts, [removed: L.P. Current Report on Form 8-K,] [added: L.P.,] filed [removed: August 6, 2019).](https://www.sec.gov/Archives/edgar/data/1061937/000119312519214186/d786077dex101.htm)] [added: on January 5, 2023).](https://www.sec.gov/Archives/edgar/data/1070750/000095017023000254/hst-ex10_1.htm)] |

| [removed: 10.11] [added: 10.10] | | [Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan effective as of May 15, 2020 (incorporated by reference to Appendix A to the Host Hotels & Resorts, Inc. Definitive Proxy Statement on Schedule 14A filed with the Commission on April 3, 2020).](https://www.sec.gov/Archives/edgar/data/1070750/000119312520097156/d839266ddef14a.htm) |

| [removed: 10.12] [added: 10.11] | | [Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan for performance objectives based vesting awards (incorporated by reference to Exhibit 10.16 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report for Form 10-K, filed on February 25, [removed: 2021).](https://www.sec.gov/Archives/edgar/data/1061937/000156459021008676/hst-ex1016_448.htm)] [added: 2021).](https://www.sec.gov/Archives/edgar/data/1070750/000156459021008676/hst-ex1016_448.htm)] |

| [removed: 10.13] [added: 10.12] | | [Form of Restricted Stock Unit Agreement for use under the Host Hotels & Resorts 2020 Comprehensive Stock and Cash Incentive Plan for time-based vesting awards (incorporated by reference to Exhibit 10.17 to Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P. Annual Report on form 10-K, filed on February 25, [removed: 2021.](https://www.sec.gov/Archives/edgar/data/1061937/000156459021008676/hst-ex1017_128.htm)] [added: 2021.](https://www.sec.gov/Archives/edgar/data/1070750/000156459021008676/hst-ex1017_128.htm)] |

| 21.1* | | [List of Subsidiaries of Host Hotels & Resorts, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1070750/000095017022001965/hst-ex21_1.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1070750/000095017023003778/hst-ex21_1.htm)] |

| 21.2* | | [List of Subsidiaries of Host Hotels & Resorts, [removed: L.P.](https://www.sec.gov/Archives/edgar/data/1070750/000095017022001965/hst-ex21_2.htm)] [added: L.P.](https://www.sec.gov/Archives/edgar/data/1070750/000095017023003778/hst-ex21_2.htm)] |

| 23* | | [Consent of KPMG [removed: LLP](https://www.sec.gov/Archives/edgar/data/1070750/000095017022001965/hst-ex23.htm)] [added: LLP](https://www.sec.gov/Archives/edgar/data/1070750/000095017023003778/hst-ex23.htm)] |

| 31.1* | | [Certification of Chief Executive Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000095017022001965/hst-ex31_1.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000095017023003778/hst-ex31_1.htm)] |

| 31.2* | | [Certification of Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000095017022001965/hst-ex31_2.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000095017023003778/hst-ex31_2.htm)] |

| 31.3* | | [Certification of Chief Executive Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000095017022001965/hst-ex31_3.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000095017023003778/hst-ex31_3.htm)] |

| 31.4* | | [Certification of Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000095017022001965/hst-ex31_4.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1070750/000095017023003778/hst-ex31_4.htm)] |

| 32.1* | | [Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, Inc. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/1070750/000095017022001965/hst-ex32_1.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/1070750/000095017023003778/hst-ex32_1.htm)] |

| 32.2* | | [Certification of Chief Executive Officer and Chief Financial Officer for Host Hotels & Resorts, L.P. pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of [removed: 2002.†](https://www.sec.gov/Archives/edgar/data/1070750/000095017022001965/hst-ex32_2.htm)] [added: 2002.†](https://www.sec.gov/Archives/edgar/data/1070750/000095017023003778/hst-ex32_2.htm)] |

| 99.1* | | [Ground Lease [removed: Summary](https://www.sec.gov/Archives/edgar/data/1070750/000095017022001965/hst-ex99_1.htm)] [added: Summary](https://www.sec.gov/Archives/edgar/data/1070750/000095017023003778/hst-ex99_1.htm)] | | |

Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively, for Host Hotels & Resorts, Inc.; (ii) the Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively, for Host Hotels & Resorts, Inc.; (iii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively, for Host Hotels & Resorts, Inc.; (iv) the Consolidated Statements of Equity for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively, for Host Hotels & Resorts, Inc.; (v) the Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively, for Host Hotels & Resorts, Inc.; (vi) the Consolidated Statements of Operations for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively, for Host Hotels & Resorts, L.P.; (vii) the Consolidated Balance Sheets at December 31, [removed: 2021] [added: 2022] and December 31, [removed: 2020,] [added: 2021,] respectively, for Host Hotels & Resorts, L.P.; (viii) the Consolidated Statements of Comprehensive Income (Loss) for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively, for Host Hotels & Resorts, L.P.; (ix) the Consolidated Statements of Capital for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively, for Host Hotels & Resorts, L.P.; (x) the Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively, for Host Hotels & Resorts, L.P.; and (xi) Notes to the Consolidated Financial Statements that have been detail tagged.

| 10.9 | | [Distribution Agreement, dated May 6, 2021, among Host Hotels & Resorts, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., BTIG, LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K of Host Hotels & Resorts, Inc., filed on May 6, 2021).](https://www.sec.gov/Archives/edgar/data/1070750/000119312521153371/d406694dex11.htm) |

| | | |

| 10.9 | | [First Amendment to Fifth Amended and Restated Credit Agreement, dated as of June 26, 2020, among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P., filed on June 29, 2020).](https://www.sec.gov/Archives/edgar/data/1061937/000156459020031096/hst-ex101_15.htm) |

| 10.10 | | [Second Amendment to Fifth Amended and Restated Credit Agreement, dated as of February 9, 2021, among Host Hotels & Resorts, L.P., Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the combined Current Report on Form 8-K of Host Hotels & Resorts, Inc. and Host Hotels & Resorts, L.P., filed on February 10, 2021).](https://www.sec.gov/Archives/edgar/data/1061937/000156459021005145/hst-ex101_16.htm) |

| Date: February [removed: 24, 2022] [added: 22, 2023] | | By: | | /s/ SOURAV GHOSH |

| /s/ RICHARD E. MARRIOTT | | Chairman of the Board of Directors | | February [removed: 24, 2022] [added: 22, 2023] |

| /s/ JAMES F. RISOLEO | | President, Chief Executive Officer and Director (Principal Executive Officer) | | February [removed: 24, 2022] [added: 22, 2023] |

| /s/ SOURAV GHOSH | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | February [removed: 24, 2022] [added: 22, 2023] |

| /s/ JOSEPH C. OTTINGER | | Senior Vice President, Corporate Controller (Principal Accounting Officer) | | February [removed: 24, 2022] [added: 22, 2023] |

| /s/ MARY L. BAGLIVO | | Director | | February [removed: 24, 2022] [added: 22, 2023] |

| /s/ HERMAN E. BULLS | | Director | | February [removed: 24, 2022] [added: 22, 2023] |

| /s/ Mary Hogan Preusse | | Director | | February [removed: 24, 2022] [added: 22, 2023] |

| /s/ WALTER C. RAKOWICH | | Director | | February [removed: 24, 2022] [added: 22, 2023] |

| /s/ GORDON H. SMITH | | Director | | February [removed: 24, 2022] [added: 22, 2023] |

| /s/ A. WILLIAM STEIN | | Director | | February [removed: 24, 2022] [added: 22, 2023] |

| Date: February [removed: 24, 2022] [added: 22, 2023] | | By: | | HOST HOTELS & RESORTS, INC., its general partner |

| Signatures | | | Title | | | | [removed: |] Date | [removed: |]

| /s/ RICHARD E. MARRIOTT | | | Chairman of the Board of Directors | | | | [removed: |] February [removed: 24, 2022 |] [added: 22, 2023] |

| Richard E. Marriott | | | | | | | | [removed: | |]

| /s/ JAMES F. RISOLEO | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | | [removed: |] February [removed: 24, 2022 |] [added: 22, 2023] |

| James F. Risoleo | | | | | | | | [removed: | |]

| /s/ SOURAV GHOSH | | | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | [removed: |] February [removed: 24, 2022 |] [added: 22, 2023] |

| Sourav Ghosh | | | | | | | | [removed: | |]

| /s/ JOSEPH C. OTTINGER | | | Senior Vice President, Corporate Controller (Principal Accounting Officer) | | | | [removed: |] February [removed: 24, 2022 |] [added: 22, 2023] |

| Joseph C. Ottinger | | | | | | | | [removed: | |]

| /s/ MARY L. BAGLIVO | | | Director | | | | [removed: |] February [removed: 24, 2022 |] [added: 22, 2023] |

| Mary L. Baglivo | | | | | | | | [removed: | |]

| /s/ HERMAN E. BULLS | | | | Director | | | [removed: | |] February [removed: 24, 2022] [added: 22, 2023] |

| Herman E. Bulls | | | | | | | | [removed: | |]

| /s/ Mary Hogan Preusse | | | | Director | | | [removed: | |] February [removed: 24, 2022] [added: 22, 2023] |

| Mary Hogan Preusse | | | | | | | | [removed: | |]

| /s/ WALTER C. RAKOWICH | | | | Director | | | [removed: | |] February [removed: 24, 2022] [added: 22, 2023] |

| Walter C. Rakowich | | | | | | | | [removed: | |]

| /s/ GORDON H. SMITH | | | | Director | | | [removed: | |] February [removed: 24, 2022] [added: 22, 2023] |

| Gordon H. Smith | | | | | | | | [removed: | |]

| /s/ A. WILLIAM STEIN | | | | Director | | | [removed: | |] February [removed: 24, 2022] [added: 22, 2023] |

| A. William Stein | | | | | | | | [removed: | |]

[removed: December] [added: | Balance at December] 31, [removed: 2021][added: 2021 | | | 15,946 | |]

| | | | | | | Initial Cost | | | | | | | | Subsequent | | | | Foreign | | | | Gross Amount at December 31, [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | Date of | | | | | | | | |

| 1 Hotel South Beach | | | — | | | | 182 | | | | 443 | | | | [removed: 10] [added: 11] | | | | — | | | | 182 | | | | [removed: 453] [added: 454] | | | | [removed: 635] [added: 636] | | | | [removed: 46] [added: 63] | | | | — | | | 2019 | | | | 34 |

| AC Hotel Scottsdale North | | | — | | | | 4 | | | | 31 | | | | — | | | | — | | | | 4 | | | | 31 | | | | 35 | | | | [removed: 2] [added: 3] | | | 2020 | | | | | — | | | 31 |

| Alila Ventana Big Sur | | | — | | | | 40 | | | | 104 | | | | [removed: —] [added: 2] | | | | — | | | | 40 | | | | [removed: 104] [added: 106] | | | | [removed: 144] [added: 146] | | | | [removed: 1] [added: 5] | | | | — | | | 2021 | | | | 31 |

| Andaz Maui at Wailea Resort | | | — | | | | 151 | | | | 255 | | | | [removed: 52] [added: 53] | | | | — | | | | 151 | | | | [removed: 307] [added: 308] | | | | [removed: 458] [added: 459] | | | | [removed: 32] [added: 42] | | | | — | | | 2018 | | | | 38 |

| Axiom Hotel | | | — | | | | 36 | | | | 38 | | | | [removed: 40] [added: 41] | | | | — | | | | 36 | | | | [removed: 78] [added: 79] | | | | [removed: 114] [added: 115] | | | | [removed: 23] [added: 26] | | | | — | | | 2014 | | | | 33 |

| /s/ DIANA M. LAING | | Director | | February 22, 2023 |

| Diana M. Laing | | | | |

| | | | | | | | |

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

| | | | | | | | |

| | | | | | | | |

| | | | | | | | |

| | | | | | | | |

| | | | | | | | |

| | | | | | | | |

| | | | | | | | |

| /s/ DIANA M. LAING | | | | Director | | | February 22, 2023 |

| Diana M. Laing | | | | | | | |

| | | | | | | | |

| | | | | | | | |

| | | | | | | | |

| | | | | | | | |

| | | | | | | | |

December 31, 2022

| Four Seasons Resort and Residence Jackson Hole | | | — | | | | 59 | | | | 245 | | | | — | | | | — | | | | 59 | | | | 245 | | | | 304 | | | | 1 | | | | — | | | 2022 | | | | 35 |

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

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

December 31, 2022

| | | | | | | Initial Cost | | | | | | | | Subsequent | | | | Foreign | | | | Gross Amount at December 31, 2022 | | | | | | | | | | | | | | | | Date of | | | | | | | | |

| JW Marriott Washington, DC | | | — | | | | 26 | | | | 98 | | | | 72 | | | | — | | | | 26 | | | | 170 | | | | 196 | | | | 118 | | | | — | | | 2003 | | | | 40 |

| New Orleans Marriott | | | — | | | | 16 | | | | 96 | | | | 158 | | | | — | | | | 16 | | | | 254 | | | | 270 | | | | 193 | | | | — | | | 1996 | | | | 40 |

SCHEDULE III

Page 6 of 5

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

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

S-6

SCHEDULE III

Page 7 of 5

December 31, 2022

| | | | | | | Initial Cost | | | | | | | | Subsequent | | | | Foreign | | | | Gross Amount at December 31, 2022 | | | | | | | | | | | | | | | | Date of | | | | | | | | |

| Total hotels: | | | 102 | | | | 1,972 | | | | 9,288 | | | | 4,621 | | | | (76 | ) | | | 1,961 | | | | 13,844 | | | | 15,805 | | | | 6,875 | | | | | | | | | | | |

| TOTAL | | $ | 102 | | | $ | 2,031 | | | $ | 9,289 | | | $ | 4,625 | | | $ | (76 | ) | | $ | 2,020 | | | $ | 13,849 | | | $ | 15,869 | | | $ | 6,876 | | | | | | | | | | | |

S-7

SCHEDULE III

Page 8 of 5

| /s/ JOHN B. MORSE, JR. | | Director | | February 24, 2022 |

| John B. Morse, Jr. | | | | |

| | | | | | | | | | |

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

| /s/ JOHN B. MORSE, JR. | | | | Director | | | | | February 24, 2022 |

| John B. Morse, Jr. | | | | | | | | | |

| Chicago Marriott Suites Downers Grove | | | — | | | | 2 | | | | 14 | | | | 14 | | | | — | | | | 2 | | | | 28 | | | | 30 | | | | 20 | | | | — | | | 1996 | | | | 40 |

| JW Marriott Washington, DC | | | — | | | | 26 | | | | 98 | | | | 71 | | | | — | | | | 26 | | | | 169 | | | | 195 | | | | 113 | | | | — | | | 2003 | | | | 40 |

| New Orleans Marriott | | | — | | | | 16 | | | | 96 | | | | 156 | | | | — | | | | 16 | | | | 252 | | | | 268 | | | | 186 | | | | — | | | 1996 | | | | 40 |

| Sheraton New York Times Square Hotel | | | — | | | | 346 | | | | 409 | | | | (179 | ) | | | — | | | | 346 | | | | 230 | | | | 576 | | | | 210 | | | | — | | | 2006 | | | | 40 |

| Total hotels: | | | 104 | | | | 2,261 | | | | 9,466 | | | | 4,222 | | | | (67 | ) | | | 2,251 | | | | 13,631 | | | | 15,882 | | | | 6,625 | | | | | | | | | | | |

| TOTAL | | $ | 104 | | | $ | 2,320 | | | $ | 9,467 | | | $ | 4,226 | | | $ | (67 | ) | | $ | 2,310 | | | $ | 13,636 | | | $ | 15,946 | | | $ | 6,626 | | | | | | | | | | | |

| | | | | | |

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

| Balance at December 31, 2018 | | $ | 15,546 | | |

| Acquisitions | | | 625 | | |

| Impairments | | | (92 | | ) |

| Balance at December 31, 2018 | | $ | 6,373 | |

| Balance at December 31, 2021 | | $ | 6,626 | |